CLAYMONT STEEL HOLDINGS, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2006 • Claymont Steel Holdings, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., TITAN ACQUISITION SUB, INC. and CLAYMONT STEEL HOLDINGS, INC. Dated as of December 9, 2007Agreement and Plan of Merger • December 11th, 2007 • Claymont Steel Holdings, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 9, 2007, among Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg (“Parent”), Titan Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Claymont Steel Holdings, Inc., a Delaware corporation (the “Company”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of July 6, 2006, is made by CITISTEEL USA HOLDINGS, INC., a Delaware corporation (“Pledgor”), and THE BANK OF NEW YORK, a New York banking corporation (“BNY”), as Collateral Agent (in such capacity, “Collateral Agent”) for the benefit of the Secured Creditors (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2006 • Claymont Steel Holdings, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 28, 2006, by and among Claymont Steel Holdings, Inc., a Delaware corporation (the “Company”), H.I.G. Capital LLC, Inc., a Delaware corporation (“HIG”), and each Person who hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Except as otherwise defined herein, capitalized terms used herein are defined in Section 9 hereof.
SECURITY AGREEMENTSecurity Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 6, 2006, between THE BANK OF NEW YORK, a New York banking corporation (“BNY”), as Collateral Agent for the benefit of the Secured Creditors (as defined below) (in such capacity, “Collateral Agent”), and CITISTEEL USA HOLDINGS, INC., a Delaware corporation (“Issuer”), is as follows:
INDENTURE Dated as of July 6, 2006, between CITISTEEL USA HOLDINGS, INC., as Issuer, and THE BANK OF NEW YORK, as Trustee and as Collateral Agent 15% Senior Secured Pay-In-Kind Notes due 2010Indenture • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
INDENTURE, dated as of July 6, 2006, between CitiSteel USA Holdings, Inc., a Delaware corporation (the “Company”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
CITISTEEL USA HOLDINGS, INC. 15% Senior Secured Pay-in Kind Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Jefferies & Company, Inc. (the “Initial Purchaser”) $75,000,000 aggregate principal amount of 15% Senior Secured Pay-in-Kind Notes due 2010 (each a “Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), by and among the Company and The Bank of New York Trust Company, N.A., as trustee (in such capacity, the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the Indenture.
December 18, 2007 Dear Claymont Steel Stockholder:Claymont Steel Holdings, Inc. • December 18th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
We are pleased to inform you that on December 9, 2007, Claymont Steel Holdings, Inc. (“Claymont Steel”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg (“Evraz”), and Titan Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Evraz (the “Purchaser”).
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • Ohio
THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of April __, 2006 (the “Effective Date”), by and among CITISTEEL USA, INC., a Delaware corporation (“Borrower”), each of the Lenders from time to time party to the Financing Agreement (as defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, is as follows:
TAX SHARING AGREEMENTTax Sharing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc.
This Tax Sharing Agreement (the “Agreement”) is made as of July 6, 2006 by and among CitiSteel USA Holdings, Inc. a Delaware corporation (“Parent”), CitiSteel USA, Inc., a Delaware corporation (“Opco”), and CitiSteel PA, Inc., a Pennsylvania corporation, which is wholly-owned by Opco.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • Ohio
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of July 6, 2006 (the “Effective Date”), by and among CITISTEEL USA, INC., a Delaware corporation (“Borrower”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, and each of the Lenders from time to time party to the Financing Agreement (as defined below), and is as follows:
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 6, 2006, and entered into by and among CitiSteel USA Holdings, Inc. f/k/a H.I.G. Steelco Holdings, Inc. (“Holdings”), U.S. Bank National Association, in its capacity as agent, including its successors and assigns from time to time (the “Revolving Credit Agent”) under the Revolving Credit Agreement, and The Bank of New York, in its capacity as trustee under the Indenture, including its successors and assigns from time to time (in such capacity, the “Trustee”) and as collateral agent under the Indenture, including its successors and assigns from time to time (in such capacity, the “Noteholder Collateral Agent”) under the Indenture. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
