Bar Technologies Inc Sample Contracts

Republic Technologies International Inc – MASTER RESTRUCTURING AGREEMENT (September 10th, 1999)

MASTER RESTRUCTURING AGREEMENT AMONG BAR TECHNOLOGIES INC., RES HOLDING CORPORATION, REPUBLIC ENGINEERED STEELS, INC., BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P., THE VERITAS CAPITAL FUND, L.P. , HVR HOLDINGS, L.L.C., USX CORPORATION, KOBE STEEL, LTD., KOBE DELAWARE INC., USS LORAIN HOLDING COMPANY, INC., USX RTI HOLDINGS, INC., KOBE/LORAIN INC., KOBE RTI HOLDINGS, INC., REPUBLIC TECHNOLOGIES INTERNA

Bar Technologies Inc – NOTICE OF REDEMPTION (August 18th, 1999)

1 Exhibit 4.5 BAR TECHNOLOGIES INC. NOTICE OF REDEMPTION To Redeem All of Its Outstanding 13 1/2% Senior Secured Notes Due 2001 (CUSIP No. 067016AES) at 106.75% of the Principal Amount of the Notes Plus Accrued and Unpaid Interest, if any, to the Redemption Date THE REDEMPTION WILL OCCUR ON SEPTEMBER 13, 1999. Notice is hereby given to all Holders of 13 1/2% Senior Secured Notes Due 2001 (the "Notes") of Bar Technologies Inc. (the "Company") pursuant to Section 3.03 of the Indenture, dated as of April 1, 1996 (the "Indenture"), between the Company and United States Trust Company of New York, as trustee (the "Trustee"), as follows: Optional Redemption Pursuant t

Bar Technologies Inc – 1999 SETTLEMENT AGREEMENT (August 16th, 1999)

1 Exhibit 10.54 1999 SETTLEMENT AGREEMENT BETWEEN UNITED STEELWORKERS OF AMERICA, AFL-CIO ON BEHALF OF ITS LOCAL 1104 AND BARTECH, RESI AND RTI WHEREAS, on August 2, 1998, Bar Technologies Inc. ("BarTech") and RES Acquisition Corporation entered into the 1998 Settlement Agreement, which included the Master Labor Agreement (the "Master Agreement") and the plant-specific agreements, setting forth the obligations of BarTech and Republic Engineered Steels, Inc. ("RESI") at all of their USWA-represented facilities (such agreements, collectively with the benefit agreements entered into in connection therewith, the "1998 BLA"); and WHEREAS, Republic Technologies International, LLC ("RTI") wishes to adopt the 1998 BLA for al

Bar Technologies Inc – 1999 SETTLEMENT AGREEMENT (August 16th, 1999)

1 Exhibit 10.55 1999 SETTLEMENT AGREEMENT BETWEEN UNITED STEELWORKERS OF AMERICA, AFL-CIO ON BEHALF OF ITS LOCAL 2354 AND BARTECH, RESI, AND RTI WHEREAS, on August 2, 1998, Bar Technologies Inc. ("BarTech") and RES Acquisition Corporation entered into the 1998 Settlement Agreement, which included the Master Labor Agreement (the "Master Agreement") and the plant-specific agreements, setting forth the obligations of BarTech and Republic Engineered Steels, Inc. ("RESI") at all of their USWA-represented facilities (such agreements, collectively with the benefit agreements entered into in connection therewith, the "1998 BLA"); and WHEREAS, Republic Technologies International, LLC ("RTI") wishes to adopt the 1998 BLA for a

Bar Technologies Inc – LIMITED LIABILITY COMPANY AGREEMENT (May 17th, 1999)

1 Exhibit 10.52 LIMITED LIABILITY COMPANY AGREEMENT OF REPUBLIC TECHNOLOGIES INTERNATIONAL MARKETING, LLC BAR TECHNOLOGIES INC. ("BARTECH") and REPUBLIC ENGINEERED STEELS, INC. ("RESI") are entering into this Limited Liability Company Agreement (the "AGREEMENT") in connection with the formation of a limited liability company (the "COMPANY"). WHEREAS, the Company has been formed pursuant to the provisions of the Delaware Limited Liability Company Act, 6 DEL. C. section section 18-101 ET SEQ., as it may be amended from time to time and any successor to such Act (the "ACT"), by filing a Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware on January 4, 1999; WHEREAS, BarTech and RESI have endeavored to coordinate their sales and

Bar Technologies Inc – EMPLOYMENT AGREEMENT (April 2nd, 1999)

1 Exhibit 10.46 EMPLOYMENT AGREEMENT AGREEMENT, made October 1, 1998 by and between BAR TECHNOLOGIES, INC., REPUBLIC ENGINEERED STEELS, INC., AND RES ACQUISITION CORP., Delaware corporations, (hereinafter "Company" shall refer to these entities and to the survivor entity in any combination of such entities) and JOSEPH F. LAPINSKY (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the President and Chief Operating Officer (the "COO") of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. Executive acknowledges that his

Bar Technologies Inc – GENERAL RELEASE (April 2nd, 1999)

1 Exhibit 10.51 EMPLOYMENT SEPARATION AND ------------------------- GENERAL RELEASE --------------- This Confidential Separation Agreement and General Release ("Agreement") is made by and between BAR TECHNOLOGIES, INC., a Delaware corporation (the "Company") and FREDERICK L. DEICHERT (the "Executive"). The parties enter into this Agreement to set forth the terms of their understanding regarding the termination of Executive's employment with the Company and the good faith settlement of all claims or causes of action by or on behalf of Employee. NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is agreed as follows: SECTION 1 - TERMINATION OF EMPLOYMENT. Executive shall cease to be an employee of the Company on November 20, 1998 ("Ter

Bar Technologies Inc – EMPLOYMENT AGREEMENT (April 2nd, 1999)

1 Exhibit 10.47 EMPLOYMENT AGREEMENT AGREEMENT, made October 1, 1998 by and between BAR TECHNOLOGIES, INC., REPUBLIC ENGINEERED STEELS, INC., AND RES ACQUISITION CORP., Delaware corporations, (hereinafter "Company" shall refer to these entities and to the survivor entity in any combination of such entities) and ROBERT L. MEYER (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the Executive Vice President and General Manager--Hot Rolled Bar Division of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It i

Bar Technologies Inc – HARMONIZATION AGREEMENT (April 2nd, 1999)

1 Exhibit 10.50 PLANT SPECIFIC AND HARMONIZATION AGREEMENT Between BAR TECHNOLOGIES INC., on behalf of its Johnstown, Pennsylvania and Lackawanna, New York facilities and UNITED STEELWORKERS OF AMERICA August 1, 1998 2 AGREEMENT THIS PLANT SPECIFIC AND HARMONIZATION AGREEMENT between BarTech Inc., on behalf of its JOHNSTOWN, PENNSYLVANIA, AND LACKAWANNA, NEW YORK (hereinafter referred to as the "Company") and UNITED STEELWORKERS OF AMERICA, AFL-CIO (hereinafter referred to as the "Union") shall modify, add to, or replace any conflicting language contained in th

Bar Technologies Inc – EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT (April 2nd, 1999)

1 Exhibit 10.49 EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT THIS EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT ("Agreement") is made in Massillon, Ohio as of this 8th day of March 1999, between REPUBLIC ENGINEERED STEELS, INC., a Delaware corporation ("Republic") and BAR TECHNOLOGIES, INC., a Delaware corporation ("BarTech"). PRELIMINARY RECITALS WHEREAS, Republic and BarTech are leading producers of special bar quality steel, i.e. higher quality hot-rolled and cold-finished carbon and alloy steel bars used primarily in automotive and industrial equipment. WHEREAS, in order to gain cost and operating efficiencies, Republic and BarTech are currently sharing certain Shared Common Expenses (as hereinafter defined), including, without limitation, expenses related to (i) sales and marketing services, administrative services, and plan

Bar Technologies Inc – EMPLOYMENT AGREEMENT (April 2nd, 1999)

1 Exhibit 10.48 EMPLOYMENT AGREEMENT AGREEMENT, made October 1, 1998 by and between BAR TECHNOLOGIES, INC., REPUBLIC ENGINEERED STEELS, INC., AND RES ACQUISITION CORP., Delaware corporations, (hereinafter "Company" shall refer to these entities and to the survivor entity in any combination of such entities) and JOHN G. ASIMOU (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the Executive Vice President and General Manager, Cold Finished Bar Division of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It

Bar Technologies Inc – EMPLOYMENT AGREEMENT (April 2nd, 1999)

1 Exhibit 10.45 EMPLOYMENT AGREEMENT AGREEMENT, made October 1, 1998 by and between BAR TECHNOLOGIES, INC., REPUBLIC ENGINEERED STEELS, INC., AND RES ACQUISITION CORP., Delaware corporations, (hereinafter "Company" shall refer to these entities and to the survivor entity in any combination of such entities) and THOMAS N. TYRRELL (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the Chief Executive Officer of the Company (the "CEO"), the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and

Bar Technologies Inc – AGREEMENT FOR ELECTRIC SERVICE (April 3rd, 1998)

1 EXHIBIT 10.44 AGREEMENT FOR ELECTRIC SERVICE This Agreement for Real Time Pricing Electric Service ("Agreement"), dated July 9, 1997 is entered into by and between PENNSYLVANIA ELECTRIC COMPANY ("Penelec" or the "Company") and BAR TECHNOLOGIES, INC., ("Bar Tech" or the "Customer"), collectively referred to as "Parties", or individually as "Party", supersedes the Contract for Electric Service between the Parties dated December 31, 1996 (the "December Agreement") and the Contract between the Parties dated July 12, 1996. WITNESSETH ---------- WHEREAS, on January 2, 1996, Penelec filed with the Pennsylvania Public Utility Commission ("PaPUC"), Supplement 102 to Penelec's Electric Service Tariff, Electric Pa. P.U.C. No. 75, which contained inter alia, a Real Time Pricing ("RTP") Service Rate Schedule ("Rat

Bar Technologies Inc – CREDIT AGREEMENT (April 3rd, 1998)

1 Exhibit 10.40 CONFORMED COPY ================================================================================ CREDIT AGREEMENT dated as of April 2, 1996, Amended and Restated as of April 25, 1996, Amended and Restated as of September 5, 1997, Among BAR TECHNOLOGIES INC., BLISS & LAUGHLIN STEEL COMPANY, THE LENDERS NAMED HEREIN and THE CHASE MANHATTAN BANK, as Administrative Agent and Collateral Agent, and CHASE MANHATTAN BANK DEL

Bar Technologies Inc – STOCKHOLDERS' AGREEMENT (April 3rd, 1998)

1 Exhibit 10.42 ================================================================================ STOCKHOLDERS' AGREEMENT dated as of April 2, 1996 and amended and restated as of September 9, 1997 among BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., BLACKSTONE FAMILY INVESTMENT PARTNERSHIP II L.P., BRW STEEL HOLDINGS, L.P., BRW STEEL OFFSHORE HOLDINGS, L.P., THE OTHER STOCKHOLDERS NAMED HEREIN, and BAR TECHNOLOGIES INC. ================================================================================ 2

Bar Technologies Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

EMPLOYMENT AGREEMENT AGREEMENT, made December 2, 1996 by and between BAR TECHNOLOGIES INC., a Delaware corporation (the "Company") and FREDERICK L. DEICHERT (the "Executive"). RECITALS In order to induce the Executive to serve as the Vice President Finance & Chief Financial Officer of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and between the parties as follows: 1. Employment. 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as the Vice President Finance & Chief Financial Officer. In his capacity as the

Bar Technologies Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

EMPLOYMENT AGREEMENT AGREEMENT, made September __, 1996 by and between BAR TECHNOLOGIES INC., a Delaware corporation (the "Company") and ROBERT L. MEYER (the "Executive"). RECITALS In order to induce the Executive to serve as an Executive Vice President and the Chief Operating Officer of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and between the parties as follows: 1. Employment. 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as an Executive Vice President and its Chief Operating Officer.

Bar Technologies Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

EMPLOYMENT AGREEMENT AGREEMENT, made November 27, 1996 by and between BAR TECHNOLOGIES INC., a Delaware corporation (the "Company") and BEN L. BISHOP (the "Executive"). RECITALS In order to induce the Executive to serve as the Vice President, Commercial, Hot Rolled Bar Products of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and between the parties as follows: 1. Employment. 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as the Vice President, Commercial, Hot Rolled Bar Products. In his capacity as the

Bar Technologies Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

EMPLOYMENT AGREEMENT AGREEMENT, made August 22, 1996 by and between BAR TECHNOLOGIES INC., a Delaware corporation (the "Company") and THOMAS N. TYRRELL (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the President and Chief Executive Officer of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and between the parties as follows: 1. Employment. 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as its President and Chief Executive Offic

Bar Technologies Inc – EMPLOYMENT AGREEMENT (December 31st, 1996)

EMPLOYMENT AGREEMENT AGREEMENT, made August 24, 1996 by and between BAR TECHNOLOGIES INC., a Delaware corporation (the "Company") and JOHN G. ASIMOU (the "Executive"). RECITALS -------- In order to induce the Executive to serve as the Vice President of Technology and Development of the Company, the Company desires to provide the Executive with compensation and other benefits on the terms and conditions set forth in this Agreement. The Executive is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth. It is therefore hereby agreed by and between the parties as follows: 1. Employment. 1.1 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term hereof as its Vice President of Technology