Exclusivity Agreement Evraz Group S.A.Exclusivity Agreement • December 18th, 2007 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 18th, 2007 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of December 9, 2007, is entered into by and among H.I.G. Capital LLC, Inc. (the “Stockholder”) and Evraz Group S.A., a corporation organized under the laws of the Grand Duchy of Luxembourg (“Acquiror”).
Amendment to Confidentiality Agreement Evraz Group S.A.Confidentiality Agreement • December 18th, 2007 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens)
This letter agreement confirms, acknowledges and amends the Confidentiality Agreement, dated November 26, 2007 (the “Confidentiality Agreement”), between Evraz Group S.A. (“Evraz”) and Claymont Steel Holdings, Inc. (together with its subsidiaries, the “Company”). Except as expressly provided in this letter agreement, all of the terms, conditions, restrictions and other provisions contained in the Confidentiality Agreement shall remain in full force and effect. All references to the Confidentiality Agreement in the Confidentiality Agreement or any other agreement or document will refer to the Confidentiality Agreement as amended by this letter agreement. Capitalized terms used but not defined in this letter agreement have the meanings given to such terms in the Confidentiality Agreement.
Confidentiality Agreement Evraz Group, S.A.Confidentiality Agreement • December 18th, 2007 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Evraz Group S.A. (“Evraz”) has requested certain information from Claymont Steel Holdings, Inc. (together with its subsidiaries, the “Company”) in connection with Evraz’s consideration of a potential transaction involving the Company (any such transaction, a “Transaction”). In consideration thereof, and as a condition to being furnished such information by the Company, Evraz agrees, as set forth in this letter agreement (this “Agreement”), to treat as confidential any information that the Company or the Company’s directors, officers, employees, agents, advisors or affiliates, or representatives of the Company’s agents, advisors or affiliates (each of the foregoing, other than the Company, a “Company Representative”) furnish to Evraz or Evraz’s directors, officers, employees, agents, advisors or affiliates, or representatives of the Evraz’s agents, advisors or affiliates (each of the foregoing, other than Evraz, an “Evraz Representative”), whether furnished before or after the date of t
AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., TITAN ACQUISITION SUB, INC. and CLAYMONT STEEL HOLDINGS, INC. Dated as of December 9, 2007Merger Agreement • December 18th, 2007 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 9, 2007, among Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg (“Parent”), Titan Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Claymont Steel Holdings, Inc., a Delaware corporation (the “Company”).
