EXHIBIT 10.14
ASSIGNMENT OF MANAGEMENT SERVICES AGREEMENT
Assignment of Management Services Agreement (this "Agreement"), dated
as of February 7, 2003, by and between Blue Bar, L.P., a Delaware limited
partnership (the "Assignor"), and Blue Bar Holdings, L.P., a Delaware limited
partnership (the "Assignee").
WITNESSETH:
WHEREAS, Assignor and Republic Engineered Products LLC, a Delaware
limited liability company ("Republic"), are parties to a certain Management
Services Agreement, dated as of August 16, 2002 (the "Management Services
Agreement"), pursuant to which Assignor has agreed to provide certain advisory
and management services to Republic;
WHEREAS, Blue Steel Corporation, a Delaware corporation and the sole
general partner of Assignor ("Blue Steel"), has previously formed Assignee and
caused Assignee, in its capacity as sole general partner of Assignee, to form
Republic Engineered Products Holdings LLC, a Delaware limited liability company
and wholly-owned subsidiary of Assignee ("Republic Holdings");
WHEREAS, Blue Steel will cause Assignor to merge with and into Republic
Holdings with Republic Holdings remaining as the surviving entity of the merger
(the "Merger");
WHEREAS, after the Merger, Republic will be the wholly-owned subsidiary
of Republic Holdings and Republic Holdings will be the wholly-owned subsidiary
of Blue Bar Holdings; and
WHEREAS, the Assignor wishes to assign and transfer Assignor's rights
and obligations under the Management Services Agreement to the Assignee, and the
Assignee wishes to accept such assignment and assume all such obligations.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Assignor and the Assignee agree as follows:
1. Assignment. The Assignor hereby transfers, assigns and conveys to
the Assignee, and the Assignee hereby accepts all of Assignor's right, title and
interest in and to the Management Services Agreement.
2. Assumption. The Assignee hereby absolutely and irrevocably assumes
and agrees to pay, honor, perform and discharge, when due and owing, all of
Assignor's obligations, commitments, agreements and liabilities of any kind or
nature under or arising out of or in connection with the Management Services
Agreement.
3. Effectiveness. This Agreement shall be effective upon the
consummation of the Merger with no further action necessary by Assignor or
Assignee.
4. Successors and Assigns. This Agreement shall be binding upon the
Assignor and its successors and assigns and shall inure to the benefit of the
Assignee and its successors and assigns.
5. Governing Law; Counterparts. It is the intention of the parties that
the internal laws of the State of New York shall govern the validity of this
Agreement, the construction of its terms and interpretation of the rights and
duties of the parties. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement of the parties hereto.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the Assignor and the Assignee have executed this
Agreement as of the date first written above.
ASSIGNOR: ASSIGNEE:
BLUE BAR, L.P. BLUE BAR HOLDINGS, L.P.
By: Blue Steel Corporation, By: Blue Steel Corporation,
Its General Partner Its General Partner
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
Title: President Title: President
