CLAYMONT STEEL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Claymont Steel, Inc., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets Corp. (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated February 5, 2007, by and among the Company, the Initial Purchasers and CitiSteel PA, Inc., a Pennsylvania corporation (the “Purchase Agreement”), $105,000,000 aggregate principal amount of 8.875% Senior Notes due 2015 issued by the Company (each, together with the related guarantees, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and CitiSteel PA, Inc. agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
INDENTURE Dated as of February 15, 2007, among CLAYMONT STEEL, INC., as Issuer, THE GUARANTOR NAMED HEREIN, as Guarantor, and THE BANK OF NEW YORK, as Trustee 8.875% Senior Notes due 2015Indenture • May 11th, 2007 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
INDENTURE, dated as of February 15, 2007, among Claymont Steel, Inc., a Delaware corporation (the “Company”), CitiSteel PA, a Pennsylvania corporation, and The Bank of New York, as trustee (in such capacity, the “Trustee”).
INDENTURE Dated as of August 25, 2005, among CITISTEEL USA, INC., as Issuer, THE GUARANTOR NAMED HEREIN, as Guarantor, and THE BANK OF NEW YORK, as Trustee and as Collateral Agent Senior Secured Floating Rate Notes due 2010Indenture • February 13th, 2006 • CitiSteel PA, Inc. • New York
INDENTURE, dated as of August 25, 2005, among CitiSteel USA, Inc., a Delaware corporation (the “Company”), CitiSteel PA, a Pennsylvania corporation, and The Bank of New York, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of August 25, 2005 is made by CITISTEEL USA, INC., a Delaware corporation (“Pledgor”), and THE BANK OF NEW YORK, a New York banking corporation (“BNY”), as Collateral Agent (in such capacity, “Collateral Agent”) for the benefit of the Secured Creditors (as defined below).
CLAYMONT STEEL, INC. PURCHASE AGREEMENTPurchase Agreement • May 11th, 2007 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Jefferies & Company, Inc. and CIBC World Markets Corp. (the “Initial Purchasers”), severally and not jointly, $105,000,000 aggregate principal amount of 8.875%Senior Notes due 2015 (each a “Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), by and among the Company, the Subsidiary Guarantor, and The Bank of New York, as trustee (in such capacity, the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the Indenture.
SECURITY AGREEMENT (CitiSteel USA, Inc.)Security Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2005, between THE BANK OF NEW YORK, a New York banking corporation (“BNY”), as Collateral Agent for the benefit of the Secured Creditors (as defined below) (in such capacity, “Collateral Agent”), and CITISTEEL USA, INC., a Delaware corporation (“Issuer”), is as follows:
U.S. $80,000,000 AMENDED AND RESTATED FINANCING AGREEMENT, dated as of February 15, 2007 among THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT, U.S. BANK NATIONAL ASSOCIATION, as Agent and CLAYMONT STEEL, INC., as BorrowerFinancing Agreement • May 11th, 2007 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens)
THIS AMENDED AND RESTATED FINANCING AGREEMENT (this “Agreement”), dated as of February 15, 2007, by and among CLAYMONT STEEL, INC., a Delaware corporation (formerly known as CitiSteel USA, Inc.) (“Borrower”), each of the Lenders from time to time party hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as LC Issuer and as Agent, is as follows:
MANAGEMENT AGREEMENTManagement Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Florida
This Agreement is made and entered into as of June 10, 2005, by and between H.I.G. SteelCo, Inc., a Delaware corporation (the “Company”), and H.I.G. Capital L.L.C., a Delaware limited liability company (the “Manager”).
RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
THIS RESTRICTED SHARES AGREEMENT (the “Agreement”) is entered into as of the 8th day of July, 2005, by and between H.I.G. SteelCo Holdings, Inc. (the “Company”), and Jeff Bradley (the “Employee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of August 25, 2005, and entered into by and among CitiSteel USA, Inc. (the “Company”), H.I.G. Steelco Holdings, Inc. (“Holdings”), the subsidiaries of the Company listed on the signature pages hereof (the “Company Subsidiaries”), U.S. Bank National Association, in its capacity as agent, including its successors and assigns from time to time (the “Revolving Credit Agent”) under the Revolving Credit Agreement, and The Bank of New York, in its capacity as trustee under the Indenture, including its successors and assigns from time to time (in such capacity, the “Trustee”) and as collateral agent under the Indenture, including its successors and assigns from time to time (in such capacity, the “Collateral Agent”) under the Indenture. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2006 • CitiSteel PA, Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of June 23, 2005 (the “Effective Date”), by and between H.I.G. SteelCo Holdings, Inc., a Delaware corporation (the “Company”), and Jeff Bradley (the “Employee”).
SECURITY AGREEMENT (CitiSteel PA, Inc.)Security Agreement • February 13th, 2006 • CitiSteel PA, Inc. • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2005, between THE BANK OF NEW YORK, a New York banking corporation (“BNY”), as Collateral Agent for the benefit of the Secured Creditors (as defined below) (in such capacity, “Collateral Agent”), and CITISTEEL PA, INC., a Pennsylvania corporation (“Guarantor”), is as follows:
