Oregon Steel Mills Inc Sample Contracts

Exhibit 10.1
Credit Agreement • August 16th, 1999 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
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EXHIBIT 10.4 INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2003 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT 10.7 CREDIT AGREEMENT DATED AS OF DECEMBER 1, 2000,
Credit Agreement • March 30th, 2001 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
and
Rights Agreement • January 6th, 2000 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
WITNESSETH:
Credit Agreement • May 15th, 2000 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
RECITALS
Credit Facility Agreement • August 9th, 2005 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
RECITALS --------
Credit Agreement • March 27th, 2002 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
OREGON STEEL MILLS, INC. LETTERHEAD March 10, 2004 JAMES E. DECLUSIN 1000 S.W. Broadway, Suite 2200 Portland, Oregon 97205 Dear Jim: As an inducement to you accepting the position of President and Chief Executive Officer of Oregon Steel Mills, Inc....
Oregon Steel Mills Inc • March 19th, 2004 • Steel works, blast furnaces & rolling mills (coke ovens)

As an inducement to you accepting the position of President and Chief Executive Officer of Oregon Steel Mills, Inc. ("COMPANY"), the Company agreed to grant you 40,000 shares of Company common stock ("SHARES") in accordance with the terms of your Employment Agreement dated August 1, 2003. The Shares will be issued as follows:

RECITALS --------
Credit Agreement • August 14th, 2001 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois
COLLECTIVE BARGAINING AGREEMENT JANUARY 14, 2004 ROCKY MOUNTAIN STEEL MILLS
Collective Bargaining Agreement • March 16th, 2005 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
ARTICLE II AMENDMENTS TO ------------- EXISTING CREDIT AGREEMENT -------------------------
Credit Agreement • March 26th, 1996 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
CREDIT AGREEMENT Dated as of June 6, 2006 among OREGON STEEL MILLS, INC., NEW CF&I, INC., CF&I STEEL, L.P. and COLORADO AND WYOMING RAILWAY COMPANY, as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY...
Credit Agreement • July 28th, 2006 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois

This CREDIT AGREEMENT (this “Agreement”), dated as of June 6, 2006, among OREGON STEEL MILLS, INC., a Delaware corporation (“OSM”), NEW CF&I, INC., a Delaware corporation (“New CF&I”), CF&I STEEL, L.P., a Delaware limited partnership (“CF&I”), COLORADO AND WYOMING RAILWAY COMPANY, a Delaware corporation (“C&W”) (OSM, New CF&I, CF&I and C&W is each individually referred to herein as, a “Borrower” and, collectively, as the “Borrowers”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders; GE CAPITAL FINANCIAL, INC., as an L/C Issuer (an “L/C Issuer”); and the other Lenders signatory hereto from time to time.

ARTICLE II AMENDMENTS TO ------------- EXISTING CREDIT AGREEMENT -------------------------
Credit Agreement • November 14th, 1995 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
RECITALS
Oregon Steel Mills Inc • November 12th, 2002 • Steel works, blast furnaces & rolling mills (coke ovens)
EXHIBIT 10.3 LETTER OF CREDIT FACILITY AGREEMENT
Letter of Credit Facility Agreement • May 10th, 2005 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon
AMENDMENT NO. 1 TO CREDIT AGREEMENT ----------------
Credit Agreement • March 19th, 2003 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXHIBIT B TO RIGHTS AGREEMENT
Rights Agreement • January 6th, 2000 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
8,625,000 Shares OREGON STEEL MILLS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2004 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York

CIBC World Markets Corp. UBS Securities LLC, as Representatives of the several Underwriters named in Schedule I hereto c/o CIBC World Markets Corp. 417 5th Avenue, 2nd Floor New York, New York 10016

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, 2006
Agreement and Plan of Merger • November 21st, 2006 • Oregon Steel Mills Inc • 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”).

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November 30, 2006 Dear Oregon Steel Stockholder:
Oregon Steel Mills Inc • November 30th, 2006 • Steel works, blast furnaces & rolling mills (coke ovens)

We are pleased to inform you that on November 20, 2006, Oregon Steel Mills, Inc. ("Oregon Steel") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), and Oscar Acquisition Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser").

FORM OF CHANGE IN CONTROL AGREEMENT]
Oregon Steel Mills Inc • November 30th, 2006 • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon

Oregon Steel Mills, Inc. (which, together with its Subsidiaries, is referred to as the “Company”) considers the stability of its key management group to be essential to the best interests of the Company and its stockholders. The Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may arise and that the attendant uncertainty may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.

ROCKY MOUNTAIN STEEL MILLS LABOR DISPUTE SETTLEMENT AGREEMENT
Oregon Steel Mills Inc • September 14th, 2004 • Steel works, blast furnaces & rolling mills (coke ovens)

No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, waiver, modification or discharge is agreed to in writing by the Party or a duly authorized agent of the Party. No waiver by a Party of any breach by the other Party of, or of any compliance by the other Party with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar conditions or provisions of the same type or at any prior or subsequent time. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, including but not limited to settling all disputes and litigation. Any rule of construction to the effect that any ambiguities are to be resolved or construed against the drafting party are not be applied to the interpretation of this Agreement. No agreements or representations, oral or written, expressed or implied, other than those set forth herein have been made by either Party with respect to the

EXHIBIT A
Rights Agreement • January 6th, 2000 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
OREGON STEEL MILLS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2006 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2006, by and between OREGON STEEL MILLS, INC., a Delaware corporation (“OSM”) and JAMES E. DECLUSIN (the “Executive”).

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 21st, 2006 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York

FIRST AMENDMENT (this “Amendment”) dated as of November 20, 2006, to the RIGHTS AGREEMENT, dated as of December 23, 1999 (the “Rights Agreement”), between OREGON STEEL MILLS, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC (f/k/a CHASEMELLON SHAREHOLDER SERVICES, LLC), a New Jersey limited liability company (the “Rights Agent”).

MODIFICATION AGREEMENT
Modification Agreement • September 14th, 2004 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)

THIS MODIFICATION AGREEMENT, dated as of September , 2004 ("Modification"), is entered into by and among CF&I STEEL, L.P., d/b/a ROCKY MOUNTAIN STEEL MILLS, a Delaware limited partnership (the "Company"), the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC ("USWA"), OREGON STEEL MILLS, INC., a Delaware corporation ("OSM") and the Trustees named on the signature pages as trustees (the "Trustees") of the ROCKY MOUNTAIN STEEL MILLS—UNITED STEELWORKERS OF AMERICA BACK PAY TRUST ("Trust"), on behalf of the Trust.

ROCKY MOUNTAIN STEEL MILLS—UNITED STEELWORKERS OF AMERICA BACK PAY TRUST AGREEMENT
Trust Agreement • September 14th, 2004 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon

THIS ROCKY MOUNTAIN STEEL MILLS—UNITED STEELWORKERS OF AMERICA BACK PAY TRUST AGREEMENT is made as of , 2004, by and among CF&I STEEL, L.P., d/b/a ROCKY MOUNTAIN STEEL MILLS, a Delaware limited partnership (the "Company"), the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC ("USWA"), the Trustees named on the signature pages as trustees (the "Trustees") and the Administrator, named on the signature pages as administrator (the "Administrator"), and established pursuant to an order of the District Court, County of Pueblo, State of Colorado dated , 2004.

OFFICERS UNDER INDEMNIFICATION AGREEMENT DATED JANUARY 18, 2002
Officers Under Indemnification Agreement • May 14th, 2002 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
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