10% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENT by and among Chaparral Steel Company, The Subsidiaries listed in Schedule A, as Guarantors and Banc of America Securities LLC UBS Securities LLC SunTrust Capital Markets, Inc. Wells Fargo...Registration Rights Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of June 29, 2005 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Securities (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5 of the Purchase Agreement.
CHAPARRAL STEEL COMPANY AND MELLON INVESTOR SERVICES LLC, as RIGHTS AGENT RIGHTS AGREEMENT DATED AS OF JULY 29, 2005Rights Agreement • July 21st, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Delaware
This RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2005, between CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT Dated as of July 6, 2005 Between TEXAS INDUSTRIES, INC. and CHAPARRAL STEEL COMPANYSeparation and Distribution Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
THIS AGREEMENT is made as of July 6, 2005 by and between Texas Industries, Inc. (“TXI”), a Delaware corporation, and Chaparral Steel Company (“Chaparral”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of TXI.
TAX SHARING AND INDEMNIFICATION AGREEMENTTax Sharing and Indemnification Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Texas Industries, Inc., a Delaware corporation (“Distributing”), on behalf of itself and each Distributing Affiliate, and Chaparral Steel Company, a Delaware corporation (“Controlled”), and their respective successors.
STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATEDStock Option Agreement Under • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, CHAPARRAL STEEL COMPANY, effective as of July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at the price set forth on Schedule I hereto, and otherwise on the terms and conditions hereinafter set forth, of which the Option to purchase Shares is an Incentive Stock Option and the Option to purchase Shares is a Nonqualified Stock Option. These Options are granted in connection with the spin-off of the Company from TXI.
SUPPLEMENTAL INDENTURESupplemental Indenture • May 16th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 11, 2007, among 1201/5400 Elm Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Chaparral Steel Company (or its permitted successor), a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).
Form of Incentive and Nonqualified Stock Option Agreement AMENDMENT (Change of Control) TO STOCK OPTION AGREEMENTStock Option Agreement • January 13th, 2006 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Delaware
This amendment (the “Amendment”) is entered into effective as of January 13, 2006, by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and the other signatory to this Amendment (the “Grantee”), and evidences,
CREDIT AGREEMENT Dated as of June 16, 2005 among CHAPARRAL STEEL COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UBS SECURITIES LLC, as Syndication Agent, GENERAL ELECTRIC CAPITAL...Credit Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 16, 2005, among CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
DIRECTOR’S NONQUALIFIED STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATEDNonqualified Stock Option Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, Chaparral Steel Company, effective July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at a purchase price of $ per share on the terms and conditions hereinafter set forth. These Options are granted in connection with the spin-off of the Company from TXI.
DEFERRED COMPENSATION AGREEMENT FOR DIRECTORS OF CHAPARRAL STEEL COMPANYDeferred Compensation Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
THIS DEFERRED COMPENSATION AGREEMENT, is entered into on this day of , 20 , by and between Chaparral Steel Company (the “Company”) and (“Director”).
Chaparral Steel Company and the Guarantors listed on Schedule A hereto 10% Senior Notes due 2013 Purchase Agreement dated June 29, 2005 Banc of America Securities LLC UBS Securities LLC SunTrust Capital Markets, Inc. Wells Fargo Securities, LLC...Credit Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • New York
Form of Change of Control/Severance Agreement CHANGE OF CONTROL/SEVERANCE AGREEMENTChange of Control/Severance Agreement • January 13th, 2006 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This CHANGE OF CONTROL/SEVERANCE AGREEMENT (“Agreement”), effective as of January , 2006, by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and (the “Executive”), evidences that;
SECURITY AGREEMENTSecurity Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
SECURITY AGREEMENT (this “Agreement”), dated as of July 6, 2005, made by each of the signatories party hereto (including any permitted successors and assigns, collectively, the “Grantors” and each a “Grantor”), in favor of Bank of America, N.A., as Administrative Agent (“Administrative Agent”), for the ratable benefit of each Secured Lender (as hereinafter defined) (the Administrative Agent in said capacity, herein also referred to, from time to time, as the “Secured Party”).
AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
This AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (this “Amendment”) is made as of July 27, 2005 by and between Texas Industries, Inc. (“TXI”), a Delaware corporation, and Chaparral Steel Company (“Chaparral”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of TXI.
RESTRICTED STOCK AWARD AGREEMENT pursuant to the CHAPARRAL STEEL COMPANY AMENDED AND RESTATED 2005 OMNIBUS EQUITY COMPENSATION PLANRestricted Stock Award Agreement • July 26th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of this 16th day of July 2007 (the “Date of Grant”), between Chaparral Steel Company, a Delaware corporation (the “Company”), and , an officer of the Company (“Employee”).
DIRECTOR’S NONQUALIFIED STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATEDNonqualified Stock Option Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, Chaparral Steel Company, effective July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at a purchase price of $ per share on the terms and conditions hereinafter set forth. These Options are granted in connection with the spin-off of the Company from TXI.
PARTICIPANT DESIGNATION AGREEMENTParticipant Designation Agreement • October 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
Reference is made to that certain Three Year Incentive Plan for the Three Consecutive Fiscal Year Periods Ending May 31, (the “Plan”) adopted by Chaparral Steel Company, a Delaware corporation (the “Company”). This Participant Designation Agreement evidences that on , 200 , the Compensation Committee of the Board of Directors of the Company approved the participation of the individual named below in the Plan at a participation percentage set forth below.
GUARANTYGuaranty • May 17th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
GUARANTY (this “Guaranty”), dated as of April 30, 2007, made by 1201/5400 Elm Corporation, a Delaware corporation (the “Guarantor”), in favor of the Guarantied Parties referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This Employment Agreement (“Agreement”), made effective as of the day of , 2007 (the “Effective Date”), by and between CHAPARRAL STEEL COMPANY, a Delaware corporation (hereinafter referred to as the “Company”), and TOMMY A. VALENTA (hereinafter referred to as the “Executive”).
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.Agreement and Plan of Merger • July 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • 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.
STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATEDStock Option Agreement Under • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, CHAPARRAL STEEL COMPANY (the “Company”), effective as of July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at the price per share set forth on Schedule I hereto, and otherwise on the terms and conditions hereinafter set forth, of which the Option to purchase Shares is an Incentive Stock Option and the Option to purchase Shares is a Nonqualified Stock Option. These Options are granted in connection with the spin-off of the Company from TXI.
First Amendment to Credit Agreement FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 11th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of April 10, 2007, is entered into among CHAPARRAL STEEL COMPANY, a Delaware corporation (the “Borrower”), the lenders listed on the signature pages hereof (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent.
PURSUANT TO CHAPARRAL STEEL COMPANY 2006 OMNIBUS INCENTIVE PLANAnnual Incentive Award Agreement • August 30th, 2006 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENTChange of Control/Severance Agreement • April 13th, 2006 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This AMENDED AND RESTATED CHANGE OF CONTROL/SEVERANCE AGREEMENT (“Agreement”), effective as of April , 2006, by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and (the “Executive”), amends and restates in its entirety and replaces that certain Change of Control/Severance Agreement, dated January 13, 2006, by and between the Company and the Executive and evidences that;
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT pursuant to the CHAPARRAL STEEL COMPANY AMENDED AND RESTATED 2005 OMNIBUS EQUITY COMPENSATION PLANRestricted Stock Award Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of this day of , 200 (the “Date of Grant”), between Chaparral Steel Company, a Delaware corporation (the “Company”), and , a non-employee member of the Board of Directors of the Company (“Director”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AMENDMENT No. 1 to Rights Agreement (this “Amendment No. 1”), dated as of July 10, 2007, by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of July 29, 2005 (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
PURSUANT TO CHAPARRAL STEEL COMPANY 2006 OMNIBUS INCENTIVE PLANAnnual Incentive Award Agreement • July 26th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
SECURITY AGREEMENTSecurity Agreement • May 17th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2007, made by 1201/5400 Elm Corporation, a Delaware corporation (including any permitted successors and assigns, the “Grantor”), in favor of Bank of America, N.A., as Administrative Agent (“Administrative Agent”), for the ratable benefit of each Secured Lender (as hereinafter defined) (the Administrative Agent in said capacity, herein also referred to, from time to time, as the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills
This Agreement, made effective as of the 29th day of July, 2005, by and between CHAPARRAL STEEL COMPANY, a Delaware corporation (hereinafter referred to as the “Company”), and TOMMY A. VALENTA (hereinafter referred to as the “Employee”).
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 12th, 2007 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (“Agreement”), effective as of , , by and between Chaparral Steel Company, a Delaware corporation (the “Company”), and (the “Executive”), amends and restates in its entirety and replaces that certain Change of Control/Severance Agreement, dated January 13, 2006 (as previously amended), by and between the Company and the Executive and evidences that;
Employment Agreement EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2006 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas
This Employment Agreement (“Agreement”), made effective as of the 13th day of January, 2006 (the “Effective Date”), by and between CHAPARRAL STEEL COMPANY, a Delaware corporation (hereinafter referred to as the “Company”), and TOMMY A. VALENTA (hereinafter referred to as the “Executive”).
