RECITALSExecutive Employment Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT DATED AS OF MAY 1, 2006Pledge and Security Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXECUTION VERSION] INTERCREDITOR AGREEMENTIntercreditor Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
GUARANTYGuaranty • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXHIBIT 3.10 WCI STEEL SALES, L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this "Agreement"), made and entered into as of the 25th day of April, 2007, by and among WCI STEEL...Limited Partnership Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AMENDMENT TO INDENTUREIndenture • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
RECITALSAmended And • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
Exhibit 10.10(a) WCI STEEL, INC. PELLET SALES AGREEMENT PROPOSED MODIFICATIONS TO PELLET PRICING SEPTEMBER 21, 2005 1. Cliffs will defer in the 2006 ore year an amount (the "Deferred Amount") equal to [*****](1) of the amount by which the final...Exhibit • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
WITNESSETH:Intercreditor Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
WCI Steel, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $100,000,000 aggregate principal amount of its registered 8% Senior Secured Notes due 2016 issued under an indenture dated as of May 1, 2006 (the “New Notes”) for a like principal amount of its outstanding unregistered 8% Senior Secured Notes due 2016 issued under said indenture (the “Old Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus” included in the Company’s registration statement on Form S-4 (File No. 333- ) as amended (the “Registration Statement”)) filed with the Securities and Exchange Commission (the “SEC”), and proposed to be distributed to all record holders of the Old Notes. The Old Notes and the New Notes are collectively referred to in this Exchange Agent Agreement (this “Agreement”) as the “Notes” or the “Securities.” Capitalized terms used herein and not defined shall
BETWEEN WCI STEEL INC. ANDCoke Sale Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
GUARANTEEWCI Steel, Inc. • May 12th, 2006 • Steel works, blast furnaces & rolling mills (coke ovens)
For value received, each of the undersigned hereby absolutely, fully and unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the holder of the Notes the payment of principal of, premium, if any, and interest on the Notes upon which this Guarantee is endorsed in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of the Notes, if lawful, and the payment or performance of all obligations of WCI Steel, Inc. (the “Company”) under the Indenture, dated as of May 1, 2006, between the Company and Wilmington Trust Company, as trustee, as amended or supplemented from time to time (the “Indenture”), of the Notes, to the holder of the Notes and the Trustee, all in accordance with and subject to the terms and limitations of the Notes and Article Thirteenth of the Indenture. This Guarantee will not become effective until the Trustee duly executes the cert
REGISTRATION RIGHTS JOINDER AGREEMENTRegistration Rights Joinder Agreement • May 12th, 2006 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
REGISTRATION RIGHTS JOINDER AGREEMENT (this “Agreement”), dated as of May 1, 2006, by and among WCI Steel, Inc., a Delaware corporation (formerly known as WCI Steel Acquisition, Inc., the “Company”), WCI Steel Metallurgical Services, Inc., a Delaware corporation (formerly known as WCI Steel Metallurgical Services Acquisition, Inc., “WCI Metallurgical”), WCI Steel Production Control Services, Inc., a Delaware corporation (formerly known as WCI Steel Production Control Services Acquisition, Inc., “WCI Production”), Youngstown Sinter Company, a Delaware corporation (formerly known as Youngstown Sinter Acquisition Company, “Youngstown”) and WCI Steel Sales, L.P., a Delaware limited partnership (formerly known as WCI Steel Sales Acquisition, L.P., “WCI Sales,” together with WCI Metallurgical, WCI Production and Youngstown, the “New Guarantors”).
April 26, 2006WCI Steel, Inc. • April 27th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
WITNESSETH:Collateral Access Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
ARTICLE III Contract Price and Payment TermsCoke Purchase Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • May 12th, 2006 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 1, 2006 by and among WCI Steel, Inc., a Delaware corporation (formerly known as WCI Steel Acquisition, Inc., the “Company”), WCI Steel Metallurgical Services, Inc., a Delaware corporation (formerly known as WCI Steel Metallurgical Services Acquisition, Inc.), WCI Steel Production Control Services, Inc., a Delaware corporation (formerly known as WCI Steel Production Control Services Acquisition, Inc.), Youngstown Sinter Company, a Delaware corporation (formerly knows as Youngstown Sinter Acquisition Company) and WCI Steel Sales, L.P., a Delaware limited partnership (formerly known as WCI Steel Sales Acquisition, L.P., collectively, the “New Guarantors”), and Wilmington Trust Company, a Delaware banking corporation, as trustee under the Indenture referred to below (the “Trustee”).
FORM OF RELEASE AGREEMENT AND GENERAL RELEASEAgreement and General Release • October 18th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
WCI Steel, Inc., its affiliates, subsidiaries, divisions, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement as “Employer”), and Patrick G. Tatom (“Executive”), the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) agree:
AMENDMENT AND WAIVER NO. 1 TO THE CREDIT AGREEMENTThe Credit Agreement • October 18th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Amendment and waiver No. 1 (this “Amendment”), dated as of September 19, 2007, among wci steel, inc. (formerly known as wci steel acquisition, inc), a Delaware corporation (“Borrower”), the Lenders party hereto and Citicorp USA, Inc., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”), amends certain provisions of the Credit Agreement, dated as of May 1, 2006 (as amended, supplemented or otherwise modified from time to time, including previous amendments hereto, the “Credit Agreement”), among the Borrower, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuing banks (the “Issuers”), the Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent for the Lenders and Issuers and Wells Fargo Foothill, LLC, as documentation agent for the Lenders and the Issuers.
April 26, 2006 Thomas J. Gentile 2990 Gatsby Lane Willoughby Hills, OH 44092 Re: Deferred Compensation Agreement Dear Mr. Gentile: I am writing to you regarding the Net Worth Appreciation Participation Agreement (the "Net Worth Agreement") you signed...WCI Steel, Inc. • April 27th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
WCI STEEL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2006 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2006 (the “Effective Date”), by and among WCI Steel, Inc., a Delaware corporation (the “Company”), the holders (the “Noteholders”) of the Company’s 8% Senior Secured Notes due 2016 (the “Securities”) on the date hereof (together with the Noteholders and any additional noteholders who become signatories to this Agreement pursuant to the provisions hereof, the “Securityholders” and each individually a “Securityholder”).
April 26, 2006 Patrick G. Tatom 77 Waterford Drive S Russell, OH 44022 Re: Deferred Compensation Agreement Dear Mr. Tatom: I am writing to you regarding the Net Worth Appreciation Participation Agreement (the "Net Worth Agreement") you signed with WCI...WCI Steel, Inc. • April 27th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio
COKE PURCHASE AGREEMENTCoke Purchase Agreement • April 27th, 2007 • WCI Steel, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
