CITISTEEL USA, INC. Senior Secured Floating Rate Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
CitiSteel USA, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement, dated August 18, 2005, by and among the Company, the Initial Purchaser and CitiSteel PA, Inc., a Pennsylvania corporation (the “Purchase Agreement”), $172,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2010 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and CitiSteel PA, Inc. agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
INDENTURE Dated as of August 25, 2005, among CITISTEEL USA, INC., as Issuer, THE GUARANTOR NAMED HEREIN, as Guarantor, and THE BANK OF NEW YORK, as Trustee and as Collateral Agent Senior Secured Floating Rate Notes due 2010Indenture • February 13th, 2006 • CitiSteel PA, Inc. • New York
INDENTURE, dated as of August 25, 2005, among CitiSteel USA, Inc., a Delaware corporation (the “Company”), CitiSteel PA, a Pennsylvania corporation, and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of August 25, 2005 is made by CITISTEEL USA, 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).
CITISTEEL USA, INC. Senior Secured Floating Rate Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • February 13th, 2006 • CitiSteel PA, 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”) $172,000,000 aggregate principal amount of Senior Secured Floating Rate 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, the Subsidiary Guarantor, 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.
SECURITY AGREEMENT (CitiSteel USA, Inc.)Security Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2005, 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, INC., a Delaware corporation (“Issuer”), is as follows:
U.S. $20,000,000 FINANCING AGREEMENT, dated as of August 25, 2005 among THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT, U.S. BANK NATIONAL ASSOCIATION, as Agent and CITISTEEL USA, INC., as BorrowerFinancing Agreement • February 13th, 2006 • CitiSteel PA, Inc. • Ohio
THIS FINANCING AGREEMENT (“Agreement”), dated as of August 25, 2005, by and among CITISTEEL USA, INC., a Delaware corporation (“Borrower”), each of the Lenders from time to time party hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, is as follows:
SECURITY AGREEMENT (CitiSteel PA, Inc.)Security Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2005, 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 PA, INC., a Pennsylvania corporation (“Guarantor”), is as follows:
