AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., OSCAR ACQUISITION MERGER SUB, INC. and OREGON STEEL MILLS, INC. Dated as of November 20, 2006Agreement and Plan of Merger • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 20, 2006, among Evraz Group S.A., a company incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Parent"), Oscar Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Purchaser"), and Oregon Steel Mills, Inc., a Delaware corporation (the "Company").
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon
In connection with your consideration of a possible transaction (the "Transaction") with Oregon Steel Mills, Inc. (together with its subsidiaries and affiliates, "Oregon" or the "Company"), the Company is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company (such information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, collectively, the "Confidential Information").
Oregon Steel Mills 1000 S.W. Broadway, Suite 2200 Portland, OR 97205-3003Oregon Steel • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens)
This letter confirms, acknowledges and amends the Confidentiality Agreement dated February 9, 2005 between Oregon Steel Mills, Inc. and Mastercroft Finance Limited. Except as expressly provided in this letter agreement, all of the terms, conditions, restrictions and other provisions contained in the Confidentiality Agreement shall remain in full force and effect. All references to the Confidentiality Agreement in the Confidentiality Agreement will refer to the Confidentiality Agreement as amended by this letter agreement.
