EXHIBIT 2.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 27, 2003 (the "Agreement") is entered into by and among Gerdau Ameristeel Corporation, an Ontario corporation (the "Company") and GUSAP Partners, a Delaware...Registration Rights Agreement • December 5th, 2003 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
BY AND AMONGAgreement and Plan of Merger • April 13th, 2006 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
BY AND AMONGAsset Purchase Agreement • March 31st, 2005 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Florida
GERDAU STEEL INC. as Obligor and GERDAU COURTICE STEEL INC. GERDAU MRM STEEL INC. GUSAP PARTNERS as Borrowers andLoan Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • Ontario
CO-STEEL INC. -------------------------------- Second Amended and Restated Note Agreement --------------------------------Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • New York
EXHIBIT 3.1 GERDAU AMERISTEEL CORPORATION (incorporated under the Business Corporations Act (Ontario) 35,000,000 Common Shares PURCHASE AGREEMENT Dated: October 14, 2004Purchase Agreement • October 14th, 2004 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
BETWEEN CO-STEEL INC. AS BORROWER ANDCredit Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • Ontario
SUBSCRIPTION AGREEMENT TO: GERDAU AMERISTEEL CORPORATION DATED: AS OF OCTOBER 14, 2004 RECITALS: 1. Gerdau Ameristeel Corporation (the "COMPANY") has authorized the issuance and sale (the "OFFERING") of 70,000,000 common shares of the Company (the...Subscription Agreement • October 15th, 2004 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ontario
EXHIBIT 99.2 GERDAU AMERISTEEL CORPORATION (incorporated under the Business Corporations Act (Ontario) 35,000,000 Common Shares PURCHASE AGREEMENT Dated: October 14, 2004Purchase Agreement • October 15th, 2004 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AND -Gerdau Ameristeel Corp • December 2nd, 2002 • Ontario
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • New Jersey
CO-STEEL INC.Employment Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • Ontario
EXHIBIT 2.1 TRANSACTION AGREEMENTTransaction Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • Ontario
EXHIBIT 3.2 AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENTGeneral Partnership Agreement • December 5th, 2003 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
BETWEENAsset Purchase and Sale Agreement • September 20th, 2004 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Minnesota
Gerdau Ameristeel Corporation 36,905,000 Common Shares Underwriting AgreementGerdau Ameristeel Corp • November 2nd, 2007 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Gerdau Ameristeel Corporation, a corporation continued under the Canada Business Corporations Act (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement, or their affiliates (the “Underwriters”), of common shares of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • December 5th, 2003 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ontario
BETWEENAsset Purchase and Sale Agreement • September 20th, 2004 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Minnesota
FIRST AMENDMENT TO THE AMENDED AND RESTATED SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENTCapital Facility Agreement • June 22nd, 2009 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This FIRST AMENDMENT, dated as of May 28, 2009 (this “Amendment”) to the AMENDED AND RESTATED SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENT, dated as of November 6, 2007 (as amended hereby and from time to time, the “Agreement”), among Gerdau Ameristeel US Inc., a corporation organized under the laws of Florida (“Ameristeel US”), GNA Partners, GP, a Delaware general partnership (“GNA Partners” and together with Ameristeel US, each, individually, a “Borrower” and, collectively, the “Borrowers”); Gerdau S.A., a corporation organized under laws of Brazil (“Gerdau”), Gerdau Ameristeel Corporation, a corporation organized under the laws Canada (“Ameristeel”), Gerdau Açominas S.A., Gerdau Acominas Overseas Limited, Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. (collectively, and together with Gerdau and Ameristeel, the “Guarantors”); the financial institutions party thereto from time to time (each, a “Bank” and, collectively, the “Banks”); JPMor
U.S.$2,750,000,000 AMENDED AND RESTATED SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENT among GERDAU AMERISTEEL US INC. and GNA PARTNERS, GP, as Borrowers, GERDAU S.A., GERDAU AMERISTEEL CORPORATION, GERDAU AÇOMINAS S.A., GERDAU ACOMINAS OVERSEAS...Security Agreement • March 29th, 2010 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AMENDED AND RESTATED SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENT, dated as of November 6, 2007 (the “Agreement”), among Gerdau Ameristeel US Inc., a corporation organized under the laws of Florida (“Ameristeel US”), GNA Partners, GP, a Delaware general partnership (“GNA Partners” and together with Ameristeel US, each, individually, a “Borrower” and, collectively, the “Borrowers”); Gerdau S.A., a corporation organized under laws of Brazil (“Gerdau”), Gerdau Ameristeel Corporation, a corporation organized under the laws Canada (“Ameristeel”), Gerdau Açominas S.A., Gerdau Acominas Overseas Limited, Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. (collectively, and together with Gerdau and Ameristeel, the “Guarantors”); the financial institutions party hereto from time to time (each, a “Bank” and, collectively, the “Banks”); JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and JPMorgan Chase Ban
U.S.$1,600,000,000 CREDIT AGREEMENT among GNA PARTNERS, GP, as Borrower, GERDAU S.A., GERDAU AMERISTEEL CORPORATION, GERDAU AMERISTEEL US INC., GERDAU AÇOMINAS S.A., GERDAU ACOMINAS OVERSEAS LIMITED, GERDAU AÇOS LONGOS S.A., GERDAU AÇOS ESPECIAIS S.A....Credit Agreement • September 24th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
CREDIT AGREEMENT, dated as of September 10, 2007 (the “Agreement”), among GNA Partners, GP, a Delaware general partnership (the “Borrower”); Gerdau S.A., a corporation organized under laws of Brazil (“Gerdau”), Gerdau Ameristeel Corporation, a corporation organized under the laws of Canada (“Ameristeel”), Gerdau Ameristeel US Inc., a corporation organized under the laws of Florida (“Ameristeel US”), Gerdau Açominas S.A., Gerdau Acominas Overseas Limited, Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. (collectively, and together with Gerdau, Ameristeel and Ameristeel US, the “Guarantors”); the financial institutions party hereto from time to time (each, a “Bank” and, collectively, the “Banks”); and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GERDAU AMERISTEEL CORPORATION, GCV INC., CHAPARRAL STEEL COMPANY, and, solely for the purposes of Section 1.15 and Article IIIA, GERDAU, S.A. DATED AS OF JULY 10, 2007Agreement and Plan of Merger • July 12th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 10, 2007, by and among GERDAU AMERISTEEL CORPORATION, a Canadian corporation (“Parent”), GCV INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), solely for purposes of Section 1.15 and Article IIIA, GERDAU, S.A., a Brazilian corporation (the “Guarantor”), and CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”). Certain terms have the meanings given to such terms in Article VIII.
AMENDING AGREEMENTArrangement Agreement • July 8th, 2010 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ontario
This amending agreement (this “Agreement”) which amends the arrangement agreement (the “Arrangement Agreement”) dated as of June 29, 2010 among Gerdau S.A., Gerdau Steel North America Inc. (the “Acquiror”) and Gerdau Ameristeel Corporation (the “Corporation”) is made as of July 7, 2010. Capitalized terms used in this Agreement but not otherwise defined have the meanings ascribed thereto in the Arrangement Agreement.
U.S.$2,750,000,000 SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENT among GERDAU AMERISTEEL US INC. and GNA PARTNERS, GP, as Borrowers, GERDAU S.A., GERDAU AMERISTEEL CORPORATION, GERDAU AÇOMINAS S.A., GERDAU ACOMINAS OVERSEAS LIMITED, GERDAU AÇOS...Security Agreement • September 24th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SENIOR EXPORT AND WORKING CAPITAL FACILITY AGREEMENT, dated as of September 10, 2007 (the “Agreement”), among Gerdau Ameristeel US Inc., a corporation organized under the laws of Florida (“Ameristeel US”), GNA Partners, GP, a Delaware general partnership (“GNA Partners” and together with Ameristeel US, each, individually, a “Borrower” and, collectively, the “Borrowers”); Gerdau S.A., a corporation organized under laws of Brazil (“Gerdau”), Gerdau Ameristeel Corporation, a corporation organized under the laws Canada (“Ameristeel”), Gerdau Açominas S.A., Gerdau Acominas Overseas Limited, Gerdau Aços Longos S.A., Gerdau Aços Especiais S.A. and Gerdau Comercial de Aços S.A. (collectively, and together with Gerdau and Ameristeel, the “Guarantors”); the financial institutions party hereto from time to time (each, a “Bank” and, collectively, the “Banks”); JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and JPMorgan Chase Bank, N.A., as collate
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2005 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
GUARANTYGuaranty • July 12th, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
GUARANTY (the “Guaranty”), dated as of July 10, 2007, made by GERDAU, S.A., a Brazilian corporation (the “Guarantor”) in favor of CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”).
GERDAU HOLDINGS INC., as Lender LOAN AGREEMENTLoan Agreement • March 29th, 2010 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
CREDIT AGREEMENT dated as of December 21, 2009 among GERDAU AMERISTEEL US INC. GERDAU AMERISTEEL SAYREVILLE INC. GERDAU AMERISTEEL PERTH AMBOY INC. SHEFFIELD STEEL CORPORATION CHAPARRAL STEEL COMPANY CHAPARRAL STEEL TEXAS, LLC CHAPARRAL (VIRGINIA)...Credit Agreement • March 29th, 2010 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of December, 2009, among Gerdau Ameristeel Corporation, a corporation amalgamated under the Canada Business Corporations Act (and the legal entity continuing from the amalgamation of a corporation of the same name and Gerdau Ameristeel MRM Special Sections Inc.)(the “Company” or the “Canadian Borrower”), and in its capacity as Borrower Agent pursuant to Section 2.1(i), Consolidated Recycling Incorporated, a corporation amalgamated under the laws of Ontario (and the legal entity continuing from the amalgamation of a corporation of the same name and Ivy League Investments Limited (“Consolidated Recycling”)), in its capacity as a Canadian Credit Party and a Canadian Borrowing Base Party (as defined herein), Gerdau Ameristeel US Inc., a Florida corporation (including, without limitation, in its capacity as successor by merger to Gerdau Ameristeel Lake Ontario Inc., Porter Bros. Corporation and MFT Acquisit
Re: Commitment Increase; Amendment to Annex 1 to Amended and Restated Credit AgreementGerdau Ameristeel Corp • March 30th, 2009 • Steel works, blast furnaces & rolling mills (coke ovens)
We refer to that certain Amended and Restated Credit Agreement dated as of October 28, 2005 (as amended, restated, supplemented or otherwise modified at any time, the “Credit Agreement”), among Gerdau Ameristeel Corporation, a corporation under the Canada Business Corporations Act (and the surviving legal entity of the amalgamation of Gerdau Ameristeel Corporation and Gerdau Ameristeel MRM Special Sections Inc.)(the “Canadian Borrower”), GUSAP Partners, a Delaware general partnership (“GUSAP”), PASUG LLC, a Delaware limited liability company (“PASUG”), Gerdau Ameristeel Sayreville Inc., a Delaware corporation (“Sayreville”), Gerdau Ameristeel Perth Amboy Inc., a New Jersey corporation (“Perth Amboy”), Gerdau Ameristeel US Inc., a Florida corporation (“Ameristeel US”), MFT Acquisition, Corp., a Delaware corporation (“MFT”), Sheffield Steel Corporation, a Delaware corporation (“Sheffield”), Chaparral Steel Company, a Delaware corporation (“Chaparral”), Chaparral Steel Texas, LLC, a Delaw
SUBSCRIPTION AGREEMENTSubscription Agreement • November 2nd, 2007 • Gerdau Ameristeel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ontario
PLAN OF MERGER BETWEEN AMERISTEEL CORPORATION AND GERDAU FLORIDA, INC. ARTICLE 1 GENERALGerdau Ameristeel Corp • December 2nd, 2002
EXHIBIT 10(v) STATUS QUO AGREEMENT THIS AGREEMENT dated October 22, 2002 is made AMONG: GERDAU STEEL INC.Status Quo Agreement • December 2nd, 2002 • Gerdau Ameristeel Corp • Ontario
