FUSHI INTERNATIONAL, INC. GUARANTEED SENIOR SECURED FLOATING RATE NOTES DUE 2012 INDENTURE Dated January 25, 2007 THE BANK OF NEW YORK, a New York banking corporation as TrusteeIndenture • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
2. Check if Transferee will take delivery of a beneficial interest in the Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial in
FUSHI INTERNATIONAL, INC., and THE BANK OF NEW YORK, a New York banking corporation as TrusteeIndenture • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
INDENTURE dated January 25, 2007, between FUSHI INTERNATIONAL, INC., a Nevada corporation (hereinafter called the “Company”), FUSHI HOLDINGS, INC., a Delaware corporation (“FHI”) as Guarantor, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
FUSHI INTERNATIONAL, INC. $40,000,000 Guaranteed Senior Secured Floating Rate Notes due 2012 and $20,000,000 3.0% Senior Secured Convertible Notes due 2012 NOTES PURCHASE AGREEMENT (THE “AGREEMENT”)Notes Purchase Agreement • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes
Fushi International, Inc., a Nevada corporation (the “Company”), the other Group Companies (as defined below) and Mr. Fu Li (the “Controlling Shareholder”), hereby agree with the Purchaser (as defined below) as follows:
SHARE PLEDGE AGREEMENTShare Pledge Agreement • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes
This SHARE PLEDGE AGREEMENT, dated as of January 25, 2007 (this “Agreement”), is executed between Fushi International, Inc., a Nevada corporation (the “Pledgor”) and The Bank of New York, in its capacity as collateral agent (with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 26th, 2007 • Fushi International Inc • Steel pipe & tubes • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2007, by and among (i) (a) Fushi International, Inc., a Nevada corporation (the “Company”), Fushi Holdings, Inc., a Delaware corporation (“FHI”), Dalian Fushi Bimetallic Manufacturing Company Limited, a limited liability company organized and existing under the laws of the PRC (“Dalian Fushi”), Fushi International (Dalian) Bimetallic Cable Co., Ltd., a wholly foreign-owned limited liability company organized and existing under the laws of the PRC (the “WFOE”, and, together with the Company, FHI and Dalian Fushi, the “Group Companies”); (b) Mr. Fu Li (the “Controlling Shareholder”), a resident of Dalian, Liaoning Province in the People’s Republic of China (the “PRC”); and (c) Mr. Fu Li, Mr. Mathus Yang Yue, a resident of Dalian, Liaoning Province in the PRC, and Mr. Chris Wang Wenbing, a resident of Dalian, Liaoning Province in the PRC (together with Mr. Fu Li and Mr. Mathus Yang Yue, the “Senio
