AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., OSCAR ACQUISITION MERGER SUB, INC. and OREGON STEEL MILLS, INC. Dated as of November 20, 2006Agreement and Plan of Merger • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 20, 2006, among Evraz Group S.A., a company incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Parent"), Oscar Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Purchaser"), and Oregon Steel Mills, Inc., a Delaware corporation (the "Company").
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
FACILITY AGREEMENTAgreement • December 22nd, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • England
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon
In connection with your consideration of a possible transaction (the "Transaction") with Oregon Steel Mills, Inc. (together with its subsidiaries and affiliates, "Oregon" or the "Company"), the Company is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company (such information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, collectively, the "Confidential Information").
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
Oregon Steel Mills 1000 S.W. Broadway, Suite 2200 Portland, OR 97205-3003Oregon Steel • November 30th, 2006 • Evraz Group S.A. • Steel works, blast furnaces & rolling mills (coke ovens)
This letter confirms, acknowledges and amends the Confidentiality Agreement dated February 9, 2005 between Oregon Steel Mills, Inc. and Mastercroft Finance Limited. 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 will refer to the Confidentiality Agreement as amended by this letter agreement.
AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., TITAN ACQUISITION SUB, INC. and CLAYMONT STEEL HOLDINGS, INC. Dated as of December 9, 2007Agreement and Plan of Merger • 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”).
