STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of July 6, 2006, is made by CITISTEEL USA HOLDINGS, 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).
SECURITY AGREEMENTSecurity Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 6, 2006, 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 HOLDINGS, INC., a Delaware corporation (“Issuer”), is as follows:
INDENTURE Dated as of July 6, 2006, between CITISTEEL USA HOLDINGS, INC., as Issuer, and THE BANK OF NEW YORK, as Trustee and as Collateral Agent 15% Senior Secured Pay-In-Kind Notes due 2010Indenture • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
INDENTURE, dated as of July 6, 2006, between CitiSteel USA Holdings, Inc., a Delaware corporation (the “Company”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
CITISTEEL USA HOLDINGS, INC. 15% Senior Secured Pay-in Kind Notes due 2010 PURCHASE AGREEMENTPurchase Agreement • August 7th, 2006 • Claymont Steel Holdings, 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”) $75,000,000 aggregate principal amount of 15% Senior Secured Pay-in-Kind 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 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.
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • Ohio
THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of April __, 2006 (the “Effective Date”), by and among CITISTEEL USA, INC., a Delaware corporation (“Borrower”), each of the Lenders from time to time party to the Financing Agreement (as defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, is as follows:
TAX SHARING AGREEMENTTax Sharing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc.
This Tax Sharing Agreement (the “Agreement”) is made as of July 6, 2006 by and among CitiSteel USA Holdings, Inc. a Delaware corporation (“Parent”), CitiSteel USA, Inc., a Delaware corporation (“Opco”), and CitiSteel PA, Inc., a Pennsylvania corporation, which is wholly-owned by Opco.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • Ohio
THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of July 6, 2006 (the “Effective Date”), by and among CITISTEEL USA, INC., a Delaware corporation (“Borrower”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, and each of the Lenders from time to time party to the Financing Agreement (as defined below), and is as follows:
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 7th, 2006 • Claymont Steel Holdings, Inc. • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of July 6, 2006, and entered into by and among CitiSteel USA Holdings, Inc. f/k/a H.I.G. Steelco Holdings, Inc. (“Holdings”), 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 “Noteholder Collateral Agent”) under the Indenture. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
