FORM OF AGREEMENT AND PLAN OF MERGER by and among ESSAR STEEL HOLDINGS LIMITED, THE ENTITY DESIGNATED AS PURCHASER and ESMARK INCORPORATED DatedAgreement and Plan of Merger • May 22nd, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated [—], 2008, by and among ESSAR STEEL HOLDINGS LIMITED, a company incorporated in Mauritius (the “Parent”), the entity designated pursuant to Section 6.11 (the “Purchaser”), and ESMARK INCORPORATED, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among OAO SEVERSTAL and ESMARK INCORPORATED Dated June 25, 2008Agreement and Plan of Merger • July 1st, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated June 25, 2008, by and among OAO SEVERSTAL, a Russian joint stock company (“Parent”), and ESMARK INCORPORATED, a Delaware corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT April 25, 2008Employment Agreement • June 10th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Pennsylvania
This Amended and Restated Employment Agreement (“Agreement”), effective as of April 25, 2008 (the “Effective Date”), by and among DAVID A. LUPTAK, currently residing at (the “Executive”), Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Company”) and Wheeling-Pittsburgh Steel Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“WPSC”).
FORM OF] Wheeling-Pittsburgh Corporation Election Form/Letter of Transmittal Pursuant to the transactions described in the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between Clayton Acquisition Corporation (“New...Clayton Acquisition CORP • October 26th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
To be effective, this Election Form (this “Election Form”), together with the certificate(s) representing all of your shares of Wheeling-Pittsburgh common stock (or a properly completed Notice of Guaranteed Delivery), must be received by Computershare Shareholder Services, Inc. (the “Exchange Agent”) on or prior to the election deadline.
TERM LOAN AGREEMENT dated as of May 2, 2008 Among Esmark Incorporated, Esmark Steel Service Group, Inc., as Borrower The Other Loan Parties Party Hereto The Lenders Party Hereto and Essar Steel Holdings Limited, as Administrative AgentTerm Loan Agreement • May 8th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This TERM LOAN AGREEMENT, dated as of May 2, 2008 (as it may be amended or modified from time to time, this “Agreement”), is entered into by and among ESMARK INCORPORATED, a Delaware corporation (herein, together with its successors and assigns, “Esmark”), ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation, (herein, together with its successors and assigns, the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and ESSAR STEEL HOLDINGS LIMITED, as administrative agent for the Lenders (herein, together with its successors and assigns, the “Administrative Agent”).
AMENDMENT NO. 2Esmark INC • July 2nd, 2008 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS AMENDMENT NO. 2 (this “Agreement”) is entered into as June 26, 2008 by and among WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware corporation (the “Borrower”), WHEELING-PITTSBURGH CORPORATION, and OAO SEVERSTAL (“Severstal”), as a Lender and as Administrative Agent.
FORM OF PUT RIGHTS EXERCISE NOTICEClayton Acquisition CORP • October 26th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
The undersigned hereby exercises its put rights with respect to the shares of Wheeling-Pittsburgh Common Stock as indicated above (the “Shares”) at a price of $20.00 per share, subject to, and in accordance with, the terms of the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between New Esmark, Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), Wales Merger Corporation, Esmark Incorporated (“Esmark”) and Clayton Merger, Inc. as amended October 22, 2007 (the “Agreement”), and in accordance with the Wheeling-Pittsburgh Election Form, delivered by the undersigned, pursuant to which the undersigned elected to receive the put rights as consideration in connection with the combination of Wheeling-Pittsburgh and Esmark.
TENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • June 10th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Tenth Amendment to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of May 5, 2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.
WAIVER TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Waiver to Amended and Restated Revolving Loan Agreement (this “Waiver”) is entered into as of February 15, 2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 27, 2007, by and among ESMARK INCORPORATED, a Delaware corporation (herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illinois limited liability company (“Premier”), and INDEPEN
January 4, 2008Esmark INC • May 20th, 2008 • Steel works, blast furnaces & rolling mills (coke ovens)
Listed below are the terms of an employment agreement between Paul J. Mooney (“Executive”) and Esmark Incorporated, a Delaware corporation (the “Company”). Such terms have been approved by the Compensation Committee of the Board of Directors of Esmark Incorporated and will need to be executed in a definitive agreement. The terms set forth below include:
STANDBY PURCHASE AGREEMENTStandby Purchase Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
STANDBY PURCHASE AGREEMENT (this “Agreement”), dated as of November 27, 2007, by and among Franklin Mutual Advisers, LLC, (“FMA”), as agent for those certain funds listed on the signature page hereto (the “Standby Purchasers”), and Clayton Acquisition Corporation, a Delaware corporation (“NewCo”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ESMARK INCORPORATED DEFERRED STOCK UNIT AWARD AGREEMENT DIRECTOR AWARDAward Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens)
ESMARK INCORPORATED (the “Company”) hereby grants you (the “Director”) ( ) deferred stock units (“Units”) pursuant to the Esmark Incorporated Non-Employee Directors Deferred Compensation Plan (the “Plan”) (this grant of Units is your “Award”). The Company’s Board of Directors (the “Board”) will administer this Award Agreement, and any decision of the Board will be final and conclusive. Capitalized terms not defined herein have the meanings provided in the Plan.
NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • June 10th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Ninth Amendment to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of April 18, 2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.
FORM OF PURCHASE RIGHTS EXERCISE NOTICEClayton Acquisition CORP • October 26th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
Pursuant to the Transactions Described in the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between Clayton Acquisition Corporation (“New Esmark”), Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), Wales Merger Corporation, Esmark Incorporated and Clayton Merger, Inc. as amended October 22, 2007 (the “Agreement”), and in Accordance with the Wheeling-Pittsburgh Election Form (the “Election Form”). The Terms and Conditions of the Agreement are Incorporated Herein by Reference.
SIXTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • December 26th, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Sixth Amendment and Waiver to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of December 18, 2007 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.
NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD ESMARK INCORPORATEDRestricted Stock Unit Award Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Forfeiture: The Units are subject to forfeiture in the event of your termination of employment with the Company prior to vesting in accordance with the Plan and Agreement.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 29, 2008, by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (formerly known as Esmark Incorporated and herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illi
EIGHTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Eighth Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of February 29, 2008 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.
THE PUT RIGHTS WILL EXPIRE TEN (10) DAYS AFTER THE EFFECTIVE TIME OF THE COMBINATION (THE “EXPIRATION DATE”). This Exercise Notice must be completed and returned to the Paying Agent at one of its addresses set forth below. The Paying Agent for the Put...Clayton Acquisition CORP • October 9th, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
The undersigned hereby exercises its put rights with respect to the shares of New Esmark Common Stock as indicated above (the “Shares”) at a price of $20.00 per share, subject to, and in accordance with, the terms of the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between New Esmark, Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), Wales Merger Corporation, Esmark Incorporated (“Esmark”) and Clayton Merger, Inc. (the “Agreement”), and in accordance with the Wheeling-Pittsburgh Election Form, delivery by the undersigned, pursuant to which the undersigned elected to receive the put rights as consideration in connection with the combination of Wheeling-Pittsburgh and Esmark.
ESMARK INCORPORATED and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of June 13, 2008Esmark Incorporated • June 13th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
Agreement, dated as of June 13, 2008, between Esmark Incorporated, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
SIXTH AMENDMENT (Term Loan Agreement)Term Loan Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS SIXTH AMENDMENT, dated as of November 27, 2007 (this “Amendment”), to the Term Loan Agreement, dated as of July 31, 2003, as amended to the date hereof (as so amended, the “Term Loan Agreement”), each among Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Borrower”), certain of the Lenders parties to the Term Loan Agreement, Royal Bank of Canada, as administrative agent (in such capacity, the “Administrative Agent”), and the Emergency Steel Loan Guarantee Board (the “Federal Guarantor”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • June 10th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 2, 2008, by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (formerly known as Esmark Incorporated and herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illinois l
MEMORANDUM OF AGREEMENTMemorandum of Agreement • May 22nd, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens)
MEMORANDUM OF AGREEMENT (hereinafter referred to as this “Memorandum”), dated April 30, 2008 (the “Effective Date”), by and among ESSAR STEEL HOLDINGS LTD (the “Parent”) and ESMARK INCORPORATED (the “Company”, and together with the Parent, the “Parties”, and each individually, a “Party”).
FORM OF PUT RIGHTS EXERCISE NOTICEClayton Acquisition CORP • October 23rd, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
The undersigned hereby exercises its put rights with respect to the shares of Wheeling-Pittsburgh Common Stock as indicated above (the “Shares”) at a price of $20.00 per share, subject to, and in accordance with, the terms of the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between New Esmark, Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), Wales Merger Corporation, Esmark Incorporated (“Esmark”) and Clayton Merger, Inc. as amended October 22, 2007 (the “Agreement”), and in accordance with the Wheeling-Pittsburgh Election Form, delivered by the undersigned, pursuant to which the undersigned elected to receive the put rights as consideration in connection with the combination of Wheeling-Pittsburgh and Esmark.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • January 4th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 28, 2007, by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (formerly known as Esmark Incorporated and herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illi
ASSIGNMENT AND ASSUMPTION Dated June 25, 2008Assignment and Assumption • July 2nd, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens)
Reference is made to that certain Amended and Restated Term Loan Agreement dated as of May 5, 2008 (as amended, supplemented or otherwise modified to the date hereof, the “WPC Term Loan Agreement”), by and among Wheeling-Pittsburgh Corporation, a Delaware corporation, Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “WPC Borrower”), Essar Steel Holdings Limited, as administrative agent (the “WPC Administrative Agent”) and the lenders a party thereto (the “WPC Lenders”) and to that certain Term Loan Agreement dated as of May 2, 2008 (as amended, supplemented or otherwise modified to the date hereof, the “Esmark Term Loan Agreement”; together with the WPC Term Loan Agreement, the “Term Loan Agreements”), by and among Esmark Incorporated, a Delaware corporation (“Esmark”), Esmark Steel Service Group, Inc., a Delaware corporation (the “Esmark Borrower”; together with the WPC Borrower, the “Borrowers”), Essar Steel Holdings Limited, as administrative agent (the “Esmark Adm
AMENDMENT AND WAIVER NO. 1Esmark INC • July 2nd, 2008 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS AMENDMENT AND WAIVER NO. 1 (this “Agreement”) is entered into by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (the “Borrower”), and ESSAR STEEL HOLDINGS LIMITED, as a Lender and as Administrative Agent.
AMENDED AND RESTATED TERM LOAN AGREEMENT among WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, as Borrower, The Lenders from Time to Time Parties Hereto, and ESSAR STEEL HOLDINGS LIMITED, as Administrative Agent Dated as of May...Term Loan Agreement • May 8th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), dated as of May 5, 2008, among Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Borrower”), ESSAR STEEL HOLDINGS LIMITED and any other lender from time to time party to this Agreement (the “Lenders”) and ESSAR STEEL HOLDINGS LIMITED, as administrative agent (in such capacity, the “Administrative Agent”).
FORM OF] Wheeling-Pittsburgh Corporation Election Form/Letter of Transmittal Pursuant to the transactions described in the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between Clayton Acquisition Corporation (“New...Clayton Acquisition CORP • October 23rd, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
To be effective, this Election Form (this “Election Form”), together with the certificate(s) representing all of your shares of Wheeling-Pittsburgh common stock (or a properly completed Notice of Guaranteed Delivery), must be received by Computershare Shareholder Services, Inc. (the “Exchange Agent”) on or prior to the election deadline.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 31, 2008, by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (formerly known as Esmark Incorporated and herein, together with its successors and assigns, the “Company”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North American”), PREMIER RESOURCE GROUP LLC, an Illin
AMENDMENT NO. 2Esmark INC • July 2nd, 2008 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
THIS AMENDMENT NO. 2 (this “Agreement”) is entered into as June 26, 2008 by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (the “Borrower”), and OAO SEVERSTAL (“Severstal”), as a Lender and as Administrative Agent.
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • May 20th, 2008 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
THIS OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is entered into as of February 15, 2008 by and among ESMARK STEEL SERVICE GROUP, INC., a Delaware corporation (formerly known as Esmark Incorporated and herein, together with its successors and assigns, the “Company”, and in such capacity, the “Borrower Representative”), SUN STEEL COMPANY LLC, an Illinois limited liability company (“Sun Steel”), ELECTRIC COATING TECHNOLOGIES LLC, a Delaware limited liability company (“Electric Coating”), GREAT WESTERN STEEL COMPANY LLC, an Illinois limited liability company (“Great Western”), CENTURY STEEL COMPANY LLC, an Illinois limited liability company (“Century Steel”), ELECTRIC COATING TECHNOLOGIES BRIDGEVIEW LLC, an Illinois limited liability company (“ECT Bridgeview”), U.S. METALS & SUPPLY LLC, an Illinois limited liability company (“U.S. Metals”), MIAMI VALLEY STEEL SERVICE, INC., an Ohio corporation (“Miami Valley”), NORTH AMERICAN STEEL LLC, an Illinois limited liability company (“North Ame
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2007 • Esmark INC • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 27, 2007 (the “Agreement”), is entered into by and among CLAYTON ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (“FMA”), as agent for those certain funds listed on the signature page hereto (the “Investors”).
FORM OF PURCHASE RIGHTS EXERCISE NOTICEClayton Acquisition CORP • October 23rd, 2007 • Steel works, blast furnaces & rolling mills (coke ovens)
Pursuant to the Transactions Described in the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between Clayton Acquisition Corporation (“New Esmark”), Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), Wales Merger Corporation, Esmark Incorporated and Clayton Merger, Inc. as amended October 22, 2007 (the “Agreement”), and in Accordance with the Wheeling-Pittsburgh Election Form (the “Election Form”). The Terms and Conditions of the Agreement are Incorporated Herein by Reference.
