0001193125-06-085775 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Florida

This Agreement is made and entered into as of June 10, 2005, by and between H.I.G. SteelCo, Inc., a Delaware corporation (the “Company”), and H.I.G. Capital L.L.C., a Delaware limited liability company (the “Manager”).

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RESTRICTED SHARES AGREEMENT
Restricted Shares Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

THIS RESTRICTED SHARES AGREEMENT (the “Agreement”) is entered into as of the 8th day of July, 2005, by and between H.I.G. SteelCo Holdings, Inc. (the “Company”), and Jeff Bradley (the “Employee”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York

This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of August 25, 2005, and entered into by and among CitiSteel USA, Inc. (the “Company”), H.I.G. Steelco Holdings, Inc. (“Holdings”), the subsidiaries of the Company listed on the signature pages hereof (the “Company Subsidiaries”), U.S. Bank National Association, in its capacity as agent, including its successors and assigns from time to time (the “Revolving Credit Agent”) under the Revolving Credit Agreement, and The Bank of New York, in its capacity as trustee under the Indenture, including its successors and assigns from time to time (in such capacity, the “Trustee”) and as collateral agent under the Indenture, including its successors and assigns from time to time (in such capacity, the “Collateral Agent”) under the Indenture. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of June 23, 2005 (the “Effective Date”), by and between H.I.G. SteelCo Holdings, Inc., a Delaware corporation (the “Company”), and Jeff Bradley (the “Employee”).

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