CONVERTIBLE AND SUBORDINATED LOAN AGREEMENT among I.I.I.-INDUSTRIAL INVESTMENTS INC. as Borrower, USINAS SIDERURGICAS DS MINAS GERAIS S/A – USIMINAS as Lender, and ZOOMPART HOLDING S.A. Dated as of August 4, 2005Convertible and Subordinated Loan Agreement • January 11th, 2006 • Ternium S.A. • New York
This Convertible Debt Instrument shall be governed by, and construed in accordance with, the law of the State of New York. Any [ILLEGIBLE], action, or proceeding with respect to this Convertible Debt Instrument may be brought in the Supreme Court of the State of New York, Country of New York.
CORPORATE REORGANIZATION AGREEMENTCorporate Reorganization Agreement • January 11th, 2006 • Ternium S.A. • New York
This CORPORATE REORGANIZATION AGREEMENT (this “Agreement”), is entered into on [ ], 2006, by and among Inversora Siderurgica Limited, a company limited by shares organized and existing under the laws of Gibraltar (“ISL”), and Ternium S.A., a société anonyme holding organized and existing under the laws of Luxembourg (“Ternium”, and together with ISL, the “Parties”).
SHAREHOLDERS AGREEMENT between and USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. – USIMINAS July 20th, 2005Shareholders Agreement • January 11th, 2006 • Ternium S.A.
USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. USIMINAS with offices at Rua Professor José Vieira de Mendoça, 3011 – Engenho Nogueira, Belo Horizonte, MG, Brazil, represented hereby by its President Mr. Rinaldo Campos Soares, hereafter referred to as “USIMINAS”, on the other part, enter into this Shareholder’s Agreement (the “Agreement”) and agree to the following terms and conditions:
Participation Agreement SIDOR/YLOPAParticipation Agreement • January 11th, 2006 • Ternium S.A.
SHAREHOLDERS’ AGREEMENT between TENARIS S.A. and INVERSORA SIDERURGICA LIMITED Dated as of January 9, 2006Shareholders Agreement • January 11th, 2006 • Ternium S.A. • New York
SHAREHOLDERS’ AGREEMENT (the “Agreement”), dated as of [•], 2006 by and between Tenaris S.A. (together with its successors, “Tenaris”), a société anonyme holding organized under the laws of the Grand-Duchy of Luxembourg (“Luxembourg”) and Inversora Siderurgica Limited (together with its successors, “ISL”), a company organized under the laws of Gibraltar. Tenaris, ISL and any successor or permitted assignee thereof from time to time are each referred to herein as a “Party” and, collectively, the “Parties.”
Participation Agreement SIDOR/CVGParticipation Agreement • January 11th, 2006 • Ternium S.A.
Between CORPORACIÓN VENEZOLANA DE GUAYANA (CVG), an Autonomous Institution created by Decree No. 430 on December 30, 1960, published in the Official Gazette of the Republic of Venezuela No. 26,445 on December 30, 1960 and whose last reform was dictated by Decree No. 1,531, on November 7, 2001, published in the Official Gazette of the Bolivarian Republic of Venezuela No. 5,553 (Extraordinary), on November 12, 2001, hereby represented by its President (E) Lic. RAFAEL JOSE SÁNCHEZ MARQUEZ, Venezuelan, of legal age, with identification number No. 3,861,944 and as it is stated in Resolution Pre-No. 045-03, on October 8, 2003, duly authorized for executing this document as stated in Resolution DIR-No. 8,843 on September 26, 2003, for the first part; and for the other one, SIDERURGICA DEL ORINOCO, C.A. (SIDOR), a commercial company located in Caracas, registered in the Commercial Registry of the Judicial Division of the Federal District and Miranda state on April 1, 1964, under registration n
U.S. $1,000,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 16, 2005 Among I.I.I. - INDUSTRIAL INVESTMENTS INC. as Borrower and THE LENDERS NAMED HEREIN as Lenders and CITIBANK, N.A. as Collateral Agent and CITIBANK, N.A. as...Credit Agreement • January 11th, 2006 • Ternium S.A. • New York
We have acted as special Mexican counsel to I.I.I.– Industrial Investments Inc. (the “Borrower”), in connection with the preparation and execution of the Credit Agreement dated as of May 18, 2005, as amended and restated pursuant to an Amended and Restated Credit Agreement dated as of July 26, 2005 and a Second Amended and Restated Credit Agreement dated as of August 16, 2005 (together, the “Credit Agreement”), among the Borrower, certain Lenders named therein, Citibank, N.A., as Collateral Agent and Administrative Agent, Calyon New York Branch and Mediobanca–Banca di Credito Finanziario S.p.A., as Joint Lead Arrangers, ABN AMRO Bank N.V., WestLB AG, New York Branch, JPMorgan Chase Bank BK, N.A., BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Sucursal Gran Caimán, and Banca Nazionale del Lavoro, S.p.A., New York Branch, as Arrangers, Citigroup Global Markets Inc., BNP Paribas, Bayerische Hypo-Und Vereinsbank AG and HSBC México, S.A., Institución de
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • January 11th, 2006 • Ternium S.A. • New York
This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on September 15, 2005, by and between Usinas Siderurgicas de Minas Gerais S/A - USIMINAS, a company organized and existing under the laws of Brazil (“Usiminas”); SLP 11.785 A/S (to be renamed “Usiminas Europa A/S”), a company organized and existing under the laws of Denmark (the “Subscriber”); and Ternium S.A. (formerly known as Zoompart Holding S.A.), a company organized and existing under the laws of Luxembourg (the “Company”, and together with Usiminas, and the Subscriber, the “Parties”, and each indistinctly a “Party”).
TERNIUM ACCESSION AGREEMENTAssignment and Assumption Agreement • January 11th, 2006 • Ternium S.A. • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of September 22, 2005, is by and among I.I.I. – INDUSTRIAL INVESTMENTS INC., a British Virgin Islands business company (“I.I.I” or the “Assignor”), TERNIUM S.A., a Luxembourg société anonyme holding, formerly known as ZOOMPART HOLDING, S.A. (“Ternium” or the “Assignee”), CITIBANK, N.A., as administrative agent under that certain Second Amended and Restated Credit Agreement, dated as of August 16, 2005, by and among the Assignor, the lenders listed on the signature pages thereof, Citibank, N.A., as administrative agent, and Citibank, N.A. as collateral agent (as amended by Amendment No. 1 thereto, dated as of September 21, 2005, the “Credit Agreement”), on behalf of the Lenders under the Credit Agreement, and CITIBANK, N.A. as collateral agent under the Credit Agreement, on behalf of the Secured Parties. All capitalized terms used and not defined herein have the respective meanings ascribed to them in the Credit Agree
