SHEFFIELD STEEL CORPORATION $80,000,000 11 3/8% of Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SHEFFIELD STEEL CORPORATION, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated August 5, 2004, by and among the Company, the Initial Purchaser and the guarantor named therein (the “Purchase Agreement”), $80,000,000 aggregate principal amount of 11 3/8% Senior Secured Notes due 2011 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and Sand Springs Railway Company (the “Railway”), an Oklahoma corporation, as guarantor, agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • Oklahoma
THIS AGREEMENT (“Agreement”), is made and entered into as of the 13th day of August 2004, by and between Sheffield Steel Corporation, its successors and assigns (“Employer”), and Stephen Johnson (“Employee”).
INDENTURE, Dated as of August 12, 2004, among SHEFFIELD STEEL CORPORATION, as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 11 3/8% Senior Secured Notes due 2011Indenture • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE, dated as of August 12, 2004, among Sheffield Steel Corporation, a Delaware corporation (the “Company”), the Guarantors (as herein defined) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Registration Rights Agreement, dated as August 14, 2002 (the “Agreement”), by and among Sheffield Steel Corporation, a Delaware corporation (the “Company”), Bennett Restructuring Fund, L.P., a Delaware limited partnership (“Bennett Restructuring”), Bennett Restructuring Fund II, L.P. (“Bennett Restructuring II”), a Delaware limited partnership, and Bennett Offshore Restructuring Fund Inc., a Cayman Island corporation (“Bennett Offshore”), LC Capital Partners, L.P., a Delaware limited liability partnership (“Lampe”), Axis-RDO Limited, a Bahamian international business company (“Axis”), HFR DS Performance Master Trust (“HFR DS”), Mellon HBV Master Multi-Strategy Fund L.P., a Cayman Island limited partnership (“Mellon Multi-Strategy Fund”), Mellon HBV Master Rediscovered Opportunities Fund L.P., a Cayman Island limited partnership (“Mellon Rediscovered Opportunities Fund”, and each of Bennett Offshore, Bennett Restructuring, Bennett Restructuring II, Lampe, Axis, HFR DS, Mellon Multi
INTERCREDITOR COLLATERAL SUBORDINATION AGREEMENTIntercreditor Collateral Subordination Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This Intercreditor Collateral Subordination Agreement, made as of August 12, 2004 (this “Agreement”), is among the Borrowers, the Collateral Agent and the Financing Agent (each as defined below) and the Other Obligors who may become parties to this Agreement from time to time pursuant to and in accordance with Section 27 of this Agreement. The Collateral Agent and the Financing Agent are sometimes referred to herein collectively as the “Agents” and individually as an “Agent”. Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to such terms in the Indenture (as in effect on the date hereof).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens)
This Pledge and Security Agreement, dated as of August 12, 2004 (this “Agreement”), is among Sand Springs Railway Company, an Oklahoma corporation (the “Term Borrower”), and The CIT Group/Business Credit, Inc., a New York corporation, as agent (in such capacity, the “Agent”) for the Lenders (as defined below).
AMENDED AND RESTATED FINANCING AGREEMENT The CIT Group/Business Credit, Inc., as Agent, the Lenders which are parties hereto, Sheffield Steel Corporation, as Revolving/LC Borrower and Sand Springs Railway Company, as Term Borrower Dated: August 12, 2004Financing Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (hereinafter “CIT”), with offices located at 10 South LaSalle Street, Chicago, Illinois 60603 and any other entity becoming a Lender hereunder pursuant to Section 13.5(b) of this Agreement, hereinafter are collectively referred to as the “Lenders” and individually as a “Lender”), and CIT, as the Agent for the Lenders (hereinafter, the “Agent”), are pleased to confirm the terms and conditions under which the Lenders, acting through the Agent, shall make revolving loans and other financial accommodations to Sheffield Steel Corporation (hereinafter “Revolving/LC Borrower”), a Delaware corporation with a principal place of business at 220 North Jefferson, Sand Springs, Oklahoma 74063 and shall make a term loan and other financial accommodations to Sand Springs Railway Company (hereinafter the “Term Borrower” and collectively with Revolving/LC Borrower the “Borrowers”) a Delaware corporation with a principal place of business at 22
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens)
This Amended and Restated Pledge and Security Agreement, dated as of August 12, 2004 (this “Agreement”), is among Sheffield Steel Corporation, a Delaware corporation (the “Revolving/LC Borrower”), and The CIT Group/Business Credit, Inc., a New York corporation, as agent (in such capacity, the “Agent”) for the Lenders (as defined below).
SHEFFIELD STEEL CORPORATION as Issuer and the GUARANTORS named herein and as TrusteeFirst Supplemental Indenture • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of October 8, 2004, among Sheffield Steel Corporation, a Delaware corporation (the “Company”), each of the Guarantors named herein (including each Guarantor whose guarantee is confirmed by, or becomes effective pursuant to, this First Supplemental Indenture), as guarantors, and U.S. Bank National Association, as Trustee (the “Trustee”). All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Indenture (as defined herein).
SECURITY AGREEMENTSecurity Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Security Agreement, dated as of August 12, 2004 (this “Agreement”), is among Sheffield Steel Corporation, a Delaware corporation (the “Company”), Sand Springs Railway Company, an Oklahoma corporation (the “Initial Guarantor”), the other Domestic Restricted Subsidiaries (such capitalized term and other capitalized terms used but not defined herein having the terms ascribed thereto in the Indenture defined below) of the Company hereafter parties hereto (such other Subsidiaries, together with the Initial Guarantor, the “Guarantors” and, together with the Company, the “Debtors”) and U.S. Bank National Association (“U.S. Bank”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • December 10th, 2004 • Sand Springs Railway CO • Steel works, blast furnaces & rolling mills (coke ovens) • Oklahoma
THIS AGREEMENT (“Agreement”), is made and entered into as of the 13th day of August 2004, by and between Sheffield Steel Corporation, its successors and assigns (“Employer”), and Richard Howard (“Employee”).
