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Exhibit 10.19
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Wheeling-Pittsburgh Steel Corporation
a metal products company
JAMES E. MULDOON
PHONE: 304 234
2360
VICE PRESIDENT
FAX:
304 234 2261
BUSINESS DEVELOPMENT
December 23, 2004
William E. Hornberger
Executive Vice President
Severstal North America, Inc.
3001 Miller Road
P.O. Box 1699
Dearborn, MI 48121
This letter will confirm that Wheeling-Pittsburgh Steel
Corporation, a
Delaware corporation ("WPSC"), and
Severstal North America, Inc., a Delaware
corporation ("SNA"), are in discussions to
form a Delaware limited liability
company (the "Company") to be owned by both
of them or their affiliates for the
production of coke and coke related
products. In this letter, WPSC and SNA are
sometimes called individually a "Party" and
collectively the "Parties," and the
proposed transactions between them are
sometimes called the "Proposed Project."
The Parties wish to commence structuring and negotiating
definitive
written agreements providing for the
Proposed Project (the "Definitive
Agreements"). To facilitate the negotiation
of the Definitive Agreements, the
Parties request that WPSC's counsel
continue its preparation of initial drafts.
The execution of any such Definitive
Agreements would be subject to the
satisfactory completion of each Party's
ongoing investigation of the other and
would also be subject to approval by each
Party's board of directors.
The general terms of the Proposed Project are set forth in the
Term
Sheet attached hereto as Exhibit A (the
"Term Sheet"). The Term Sheet is fully
incorporated into this letter by reference.
The Term Sheet generally provides
that the Parties would form the Company
under Delaware law and would have only
two members, SNA, or its affiliate, and
WPSC. As part of the Proposed Project,
WPSC would contribute its coke producing
batteries and related facilities and
assets located at its facility in
Follansbee, West Virginia (the "Coke
Facilities") and SNA would deliver cash to
WPSC and make cash contributions to
the Company over time. The Term Sheet does
not, however, represent all
"essential" terms of the Proposed
Project.
Except for the provisions provided below, this letter does not
constitute a binding agreement by the
Parties and no Party shall have any
rights, duties or obligations hereunder,
including without limitation, any
obligation to enter into Definitive
Agreements relating the Proposed Project or
any obligation to negotiate in good faith
or otherwise. However, the Parties
acknowledge that the following provisions
(the "Binding Provisions") are legally
binding and enforceable agreements of the
Parties.
During the period from the date this letter is signed by both
Parties
until the earlier of (i) the date on which
either Party provides the other Party
with written notice that negotiations
toward the Definitive Agreements are
terminated and (ii) March 31, 2005 (the
earlier of (i) and (ii), the
"Termination Date"), WPSC will afford SNA
with access to its personnel,
properties, and records related to the
Proposed Project, subject to the terms of
the confidentiality agreement dated
February 12, 2004 between WPSC and SNA (the
"Confidentiality Agreement").
1134 MARKET STREET, WHEELING, WV 26003-2906
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Until the
Termination Date, WPSC will not solicit or entertain offers
from or negotiate any proposal or
arrangement of any other person relating to
the formation of a joint venture to acquire
the Coke Facilities. Notwithstanding
the foregoing, nothing in this letter will
pro
