CONFORMED COPY CREDIT AGREEMENTCredit Agreement • December 30th, 1999 • Citation Corp /Al/ • Iron & steel foundries • New York
VOTING AGREEMENTVoting Agreement • September 8th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION by and between RSJ ACQUISITION CO.Agreement and Plan of Merger • July 1st, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
Exhibit 4.15 REGISTRATION RIGHTS AGREEMENT (SENIOR SUBORDINATED INCREASING RATE NOTES)Registration Rights Agreement • December 30th, 1999 • Citation Corp /Al/ • Iron & steel foundries
EXHIBIT 4.1(d) AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment"), dated as of June 24, 1999, is between Citation Corporation, a Delaware corporation (the "Company"), and The Bank of New York, a New York...Rights Agreement • September 8th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
REGISTRATION RIGHTS ------------------- WarrantsRegistration Rights Agreement • December 30th, 1999 • Citation Corp /Al/ • Iron & steel foundries
EXHIBIT 4.1(C) AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- This Amendment No. 2 is dated as of May 20, 1999, to the Rights Agreement, dated as of November 25, 1998, as amended, (the "Rights Agreement"), between Citation...Rights Agreement • September 8th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
DATED AS OFRights Agreement • December 23rd, 1998 • Citation Corp /Al/ • Iron & steel foundries • New York
EXHIBIT F --------- FORM OF WARRANT -------Citation Corp /Al/ • December 30th, 1999 • Iron & steel foundries
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXHIBIT 10.2(u) FORM 10-QCredit Agreement • May 8th, 1997 • Citation Corp /Al/ • Iron & steel foundries • Michigan
EXHIBIT 10.2(Y) --------------- FIRST AMENDMENT --------------- TO -- SECOND AMENDED AND RESTATED --------------------------- CREDIT AGREEMENT ---------------- THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November...Credit Agreement • December 23rd, 1998 • Citation Corp /Al/ • Iron & steel foundries • Illinois
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 1999 (this "Amendment"), is by and among CITATION CORPORATION, a Delaware corporation...Credit Agreement • May 10th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Illinois
EXHIBIT 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION ------------------------------------------------- Amendment No. 2, dated as of October 12, 1999 (the "Amendment"), to the Agreement and Plan of Merger and...The Agreement and Plan of Merger • October 13th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
This Amendment is dated as of December 10, 1998, to the Rights Agreement, dated as of November 25, 1998, (the "Rights Agreement"), between Citation Corporation, a Delaware corporation (the "Company"), and The Bank of New York, as rights agent (the...Rights Agreement • December 16th, 1998 • Citation Corp /Al/ • Iron & steel foundries
EXHIBIT 10.3(H) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. G. Thomas Surtees c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
Exhibit 4.13 BRIDGE FINANCING AGREEMENT DATED AS OF DECEMBER 1, 1999 BRIDGE FINANCING AGREEMENT --------------------------Bridge Financing Agreement • December 30th, 1999 • Citation Corp /Al/ • Iron & steel foundries • New York
AGREEMENT, dated as of September 8, 1999 by and between RSJ Acquisition Co., a Delaware corporation (the "Purchaser") and John W. Lawson (the --------- "Stockholder"). Capitalized terms used but not defined herein shall have the ------------ meanings...Stock Election Agreement • September 8th, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
FORM OF WARRANT ESCROW AGREEMENT ------------------------Warrant Escrow Agreement • December 30th, 1999 • Citation Corp /Al/ • Iron & steel foundries • New York
EXHIBIT 10.3(J) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. Timothy L. Roberts c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
EXHIBIT 10.3(E) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. Edwin L. Yoder c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
EXHIBIT 10.3(C) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. Frederick F. Sommer c/o Citation Corporation 2 Office Park Circle Suite 204...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER AND CONSENTCredit Agreement and Waiver and Consent • February 12th, 1997 • Citation Corp /Al/ • Iron & steel foundries
FORM OF NOTECitation Corp /Al/ • December 30th, 1999 • Iron & steel foundries • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THEN ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH IN THE BRIDGE FINANCING AGREEMENT DATED AS OF DECEMBER 1, 1999 (AS THE SAME MAYBE AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE "AGREEMENT"), A COPY OF WHICH MAY BE OBTAINED FROM CITATION CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.
EXHIBIT 10.3(F) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. Stanley B. Atkins c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
EXHIBIT 10.3(D) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. John W. Lawson c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
EXHIBIT 10.3(I) --------------- Citation Corporation 2 Office Park Circle Suite 204 Birmingham, Alabama 35223 (205) 871-5731 FAX (205) 870-8211 December 1, 1998 Mr. Virgil C. Reid c/o Citation Corporation 2 Office Park Circle Suite 204 Birmingham,...Citation Corp /Al/ • December 23rd, 1998 • Iron & steel foundries • Alabama
under the Act or an exemption from such registration is available, (iii) there --- may not be any public market for any of the Stock Election Shares in the foreseeable future, (iv) Rule 144 promulgated under the Act is not presently -- expected to be...Amended Stock Election Agreement • October 21st, 1999 • Citation Corp /Al/ • Iron & steel foundries • Delaware
