exv10w1






Exhibit 10.1




FORM OF TRANSACTION AND REGISTRATION RIGHTS AGREEMENT




          THIS TRANSACTION AND REGISTRATION RIGHTS AGREEMENT is made and entered into as of January
30, 2011, by and among Ternium S.A., a public limited liability company (société anonyme)
incorporated under the laws of the Grand-Duchy of Luxembourg (the “Company”), Techint
Holdings S.àr.l., a private limited liability company (société à responsabilité limitée) continued
under the laws of the Grand-Duchy of Luxembourg (formerly I.I.I. Industrial Investments Inc., a
company organized under the laws of the Cayman Islands) (“Techint”), Usiminas Europa A/S,
an aktieselskaber organized under the laws of Denmark (“Usiminas Sub”), and Usinas
Siderúrgicas de Minas Gerais S.A. — Usiminas, a sociedade anônima organized under the laws of the
Federative Republic of Brazil (“Usiminas Parent” and, together with Usiminas Sub,
“Usiminas”).




          WHEREAS, Usiminas Sub is the owner of 285,731,726 Ordinary Shares (the “Usiminas
Shares”);




          WHEREAS, Usiminas Parent and Techint are parties to that certain Shareholders’ Agreement,
dated as of July 20, 2005 (the “Shareholders’ Agreement”), which provides for certain
restrictions on the transferability of the Usiminas Shares, including a right of first refusal
granted in favor of Techint with respect to any sales or transfers of the Usiminas Shares, subject
to the conditions specified therein;




          WHEREAS, Usiminas Sub desires to sell all or a portion of the Usiminas Shares in an
underwritten public offering registered with the SEC;


          WHEREAS, Usiminas Parent and Techint have engaged in negotiations over several
months concerning the waiver of Techint's right of first refusal in connection with any such sale of Usiminas Shares and this Agreement is being entered into as a result of such negotiations;




          WHEREAS, Techint agrees to waive its right of first refusal, granted pursuant to Section 4.02
of the Shareholders’ Agreement, but only subject to the terms and conditions set forth in this
Agreement, to permit the sale of the Usiminas Shares in an underwritten public offering registered
with the SEC and in certain other circumstances, as expressly provided in this Agreement; and




          WHEREAS, to facilitate Usiminas’ desire to effect an underwritten public offering of the
Usiminas Shares and considering that such orderly manner of effecting a sale of a significant
portion of the Company’s share capital is in the best interests of the Company and its shareholders
as a whole, the Company is willing to grant Usiminas certain registration rights on the terms and
conditions set forth in this Agreement.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:




     Section 1. Certain Definitions.



          In addition to the terms defined elsewhere in this Agreement, the following terms shall have
the following meanings:




          “ADSs” means the American Depositary Shares of the Company, each representing the
right to receive ten Ordinary Shares of the Company.




          “Affiliate” of any Person means any other Person which directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, such
Person. The term “control” (including the terms “controlling,” “controlled” and “under common
control with”) as used with respect to any Person means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.




          “Agreement” means this Transaction and Registration Rights Agreement, including all
amendments, modifications and supplements and any annexes, exhibits or schedules to any of the
foregoing, and shall refer to this Transaction and Registration Rights Agreement as the same may be
in effect at the time such reference becomes operative.




          “Authorized Agent” has the meaning set forth in Section 11(e).







 









 








          “Company” has the meaning set forth in the introductory paragraph to this Agreement.




          “Confidentiality Agreement” means the Confidentiality Agreement, dated January 17,
2011, between Usiminas Parent and the Company.




          “Demand Registration” has the meaning set forth in Section 6(a).




          “Demand Registration Deadline” has the meaning set forth in Section 6(a).




          “Demand Registration Statement” has the meaning set forth in Section 6(a).




          “Designated Subsidiary” means, (a) in the case of Techint, any subsidiary of Techint
other than the Company and the Company’s subsidiaries and (b) in the case of the Company, any
subsidiary of the Company, in each case as designated by the Company or Techint, as applicable, in
the Purchase Election Notice or by written notice to Usiminas.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Form F-3” means a registration statement on Form F-3 under the Securities Act or such
successor forms of the SEC permitting registration of securities under the Securities Act.




          “Governmental Entity” means any national, federal, state, municipal, local,
territorial, foreign or other government or any department, commission, board, bureau, agency,
regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral
body or public or private tribunal.




          “Ordinary Shares” means the Company’s ordinary shares, with a par value of U.S.$1.00
per share.




          “Person” means any individual, sole proprietorship, partnership, limited liability
company, joint venture, trust, incorporated organization, association, corporation, institution,
public benefit corporation, Governmental Entity or any other entity.




          “Prospectus” means the prospectus or prospectuses (whether preliminary or final)
included in any Registration Statement and relating to Registrable Shares, as amended or
supplemented and including all material incorporated by reference in such prospectus or
prospectuses.




          “Purchase Agreement” refers to an agreement, substantially in the form attached to
this Agreement in Annex B, to be entered into by the Company (or any Designated Subsidiary) and/or
Techint (or any Designated Subsidiary) and Usiminas in accordance with Section 3.




          “Purchase Condition” has the meaning set forth in Section 3(a)(iv).




          “Purchase Election” has the meaning set forth in Section 3(a).




          “Purchase Election Fee” has the meaning set forth in Section 4(b).




          “Purchase Election Notice” has the meaning set forth in Section 3(a)(ii).




          “Purchase Election Shares” has the meaning set forth in Section 3(a).




          “Registrable Shares” means (i) the Usiminas Shares (other than those that are subject
to a Purchase Election) and (ii) any securities issued by the Company after the date of this
Agreement, but prior to completion of an underwritten offering or sale as permitted by this
Agreement, in respect of the Usiminas Shares by way of a share dividend or share split or in
connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization, in each case including in the form of Ordinary Shares or ADSs.







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          “Registration Statement” means any registration statement of the Company filed with
the SEC which covers any of the Registrable Shares pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all documents incorporated by reference in such
Registration Statement.




          “ROFR Waiver Termination Date” has the meaning set forth in Section 2(b).




          “SEC” means the United States Securities and Exchange Commission or any successor
agency.




          “Securities Act” means the Securities Act of 1933, as amended.




          “Shareholders’ Agreement” has the meaning set forth in the recitals to this Agreement.




          “Suspension Period” has the meaning set forth in Section 7.




          “Techint” has the meaning set forth in the introductory paragraph to this Agreement.




          “Termination Date” has the meaning set forth in Section 6(e)(i).




          “Transaction Expenses” has the meaning set forth in Section 9(a).




          “Underwriters” has the meaning set forth in Section 6(d).




          “Underwriting Agreement” has the meaning set forth in Section 3(b)(i).




          “underwritten offering” means an offering registered under the Securities Act in which
securities of the Company are sold to one or more underwriters on a firm-commitment basis for
reoffering to the public at a fixed price.




          “Usiminas” has the meaning set forth in the introductory paragraph to this Agreement.




          “Usiminas Parent” has the meaning set forth in the introductory paragraph to this
Agreement.




          “Usiminas Shares” has the meaning set forth in the recitals to this Agreement.




          “Usiminas Sub” has the meaning set forth in the introductory paragraph to this
Agreement.




In addition to the above definitions, unless the context requires otherwise:





     (i) any reference to any statute, regulation, rule or form as of any time shall
mean such statute, regulation, rule or form as amended or modified and shall also
include any successor statute, regulation, rule or form from time to time;




     (ii) “including” shall be construed as inclusive without limitation, in each
case notwithstanding the absence of any express statement to such effect, or the
presence of such express statement in some contexts and not in others;




     (iii) references to “Section” are references to Sections of this Agreement;




     (iv) words such as “herein”, “hereof”, “hereinafter” and “hereby” when used in
this Agreement refer to this Agreement as a whole;




     (v) references to “business day” mean any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
State of New York generally are authorized or required by law or other governmental
action to close; and



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     (vi) references to “dollars”, “U.S.$” and “$” mean the legal tender of the
United States of America.



     Section 2. Waiver of Right of First Refusal; Shareholders’ Agreement.



     (a) In consideration for the payment of the fees pursuant to Section 4 below, Techint hereby
waives its right of first refusal under Section 4.02 of the Shareholders’ Agreement with respect to
the Usiminas Shares, but only in connection with (i) the offer and sale of Usiminas Shares in an
underwritten offering conducted pursuant to a Demand Registration contemplated by this Agreement,
(ii) any sale of Usiminas Shares pursuant to Section 3 below, and (iii) subsequent to the
consummation of the sale of Usiminas Shares in an underwritten offering conducted pursuant to a
Demand Registration contemplated by this Agreement and subject to reasonable advance notice and
prior consultation with the Company, any sale of Usiminas Shares to any Person in open market
transactions constituting “brokers’ transactions” as defined in Rule 144 under the Securities Act,
provided that the number of ADSs (including an equivalent number of ADSs in the case of
sales of Ordinary Shares) sold in reliance on this clause (iii) on any day may not exceed 22.5% of
the average daily reported volume of trading of the ADSs on the New York Stock Exchange during the
week preceding the week in which such sale occurs.



     (b) If an underwriting agreement relating to an underwritten offering has not been entered
into by Usiminas, the Company and the underwriters by March 31, 2011 (the “ROFR Waiver
Termination Date”), as that date may be extended pursuant to Section 6 below, and thereafter
completed, the waiver of Techint’s right of first refusal and the other provisions of paragraph (a)
above shall terminate and be of no force and effect, and any subsequent proposed sale or transfer
of the Usiminas Shares shall be fully subject to Techint’s right of first refusal and the other
provisions of the Shareholders’ Agreement as though this Agreement had never become effective. For
the avoidance of doubt, the parties acknowledge and agree that any future proposed sale or transfer
of Usiminas Shares (whether in one or more private transactions, capital market offering, other
market transaction or otherwise) shall be subject to Techint’s right of first refusal under Section
4.02 of the Shareholders’ Agreement, except to the extent expressly waived by Techint pursuant to
the terms and subject to the conditions of this Agreement.



     (c) Upon completion of an underwritten offering of some or all of the Registrable Shares, any
and all rights of Usiminas under the Shareholders’ Agreement will cease to have any force or effect
and Usiminas will be required to cause any members of the Board of Directors of the Company
appointed by, or at the request of Usiminas, in accordance with the Shareholders’ Agreement, to
tender their resignation. For the avoidance of doubt, the parties agree that the rights of Techint,
pursuant to the Shareholders’ Agreement, will continue to have full force and effect upon
completion of any underwritten offering of Registrable Shares. Notwithstanding the foregoing, if at
any time on or after September 30, 2011, Usiminas maintains a participation in excess of 5% in the
share capital of the Company and informs Techint that it is no longer interested in disposing of
that remaining participation, then Usiminas’ rights under the Shareholders’ Agreement shall be
reinstated; provided, however, that unless Usiminas’ participation in the share
capital of the Company at that time represents 10% or more of the Company’s share capital, Usiminas
shall only be entitled to nominate one member to the Company’s board of directors at any subsequent
annual shareholders’ meeting.



     Section 3. Company and/or Techint Election to Purchase Usiminas Shares.



     (a) In connection with any Demand Registration, including a replacement Demand Registration,
the Company and/or Techint may (but shall not be obligated to) elect to purchase or cause any
Designated Subsidiary to purchase Usiminas Shares in a number not to exceed 50% of the aggregate
number of Usiminas Shares for an aggregate purchase price of not less than $250 million (any such
election, a “Purchase Election,” and the Usiminas Shares to be purchased pursuant thereto,
the “Purchase Election Shares”). Any Purchase Election made by the Company or Techint:




     (i) shall be expressed in terms of an aggregate dollar purchase price;




     (ii) shall be made by giving written notice to Usiminas (which shall be given
jointly by the Company and Techint, irrespective of whether one or both of them are
making a Purchase Election) in substantially the form of Annex A hereto (such
notice, the “Purchase Election Notice”),



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not later than one business day prior to the expected public announcement of
the underwritten offering being made pursuant to the Demand Registration;




     (iii) shall be irrevocable for 15 business days (but may be withdrawn, in the
sole discretion of the Company and Techint, for any cause, or without cause, at any
time thereafter); and




     (iv) shall reflect the Company and/or Techint’s commitment to purchase or to cause any Designated
Subsidiary to purchase the Purchase Election Shares at a purchase price per Purchase Election
Share equal to one tenth of the public offering price per ADS in the underwritten offering made
pursuant to the Demand Registration; provided that (a) each of the Company’s and Techint’s
commitment shall be subject to the condition that the public offering price per ADS in the
underwritten offering made pursuant to the relevant Demand Registration not exceed 120%
(excluding transaction costs and expenses) of the average of the closing prices of the ADSs on
 the New York Stock Exchange during the most recent five trading days prior to (but excluding)
the day of the public announcement of the underwritten offering, and (b) the Company’s
commitment shall be further subject to the condition that the public offering price per ADS in the
underwritten offering made pursuant to the relevant Demand Registration not exceed 125%
(excluding transaction costs and expenses) nor be lower than 75% (excluding transaction costs
and expenses), in each case, of the average of the closing prices of the ADSs on the New York
Stock Exchange during the most recent five trading days prior to (but excluding) the date on
which the underwritten offering is priced (the “Purchase Condition”).




     (b) If (x) the Company and/or Techint makes a Purchase Election in connection with a Demand
Registration and (y) the Purchase Condition is satisfied or waived by the Company and/or Techint,
as applicable, then the Company (or a Designated Subsidiary) and/or Techint (or a Designated
Subsidiary), as applicable, as buyer, and Usiminas, as seller, shall each execute, deliver and
perform a Purchase Agreement in substantially the form attached to this Agreement as Annex B,
subject to the following terms and conditions:




     (i) The Purchase Agreement shall be executed and delivered by the parties, and
shall become effective, only upon the effectiveness of the underwriting agreement
(the “Underwriting Agreement”) by and among the Company, Usiminas and the
Underwriters, relating to the underwritten offering made pursuant to the Demand
Registration.




     (ii) The purchase price per Usiminas Share under the Purchase Agreement shall
be equal to one tenth of the public offering price per ADS in the underwritten
offering made pursuant to the Demand Registration.




     (iii) The aggregate number of Usiminas Shares to be purchased and sold under
the Purchase Agreement shall be equal to the dollar amount specified in the Purchase
Election Notice divided by the purchase price per Usiminas Share determined pursuant
to clause (ii) above (subject to appropriate adjustments, if any, for fractional
shares).




     (iv) The closing date for the purchase and sale of the Ordinary Shares pursuant
to the Purchase Agreement shall be the scheduled closing date as set forth in the
Purchase Election Notice (which shall be the same date as the first closing date of
an underwritten offering made pursuant to a Demand Registration).




     (v) The Purchase Agreement shall terminate and be of no further effect if the
first closing under the Underwriting Agreement shall not occur on the originally
scheduled date therefor (as the same may be extended upon default by one or more
underwriters in accordance with the terms of the Underwriting Agreement).



          Section 4. Fees. (a) In consideration of the waiver provided by Techint in Section
2 above Usiminas agrees to pay to Techint, or any Designated Subsidiary, a fee in the amount of
U.S.$13,000,000 on the first closing date of an underwritten offering made pursuant to a Demand
Registration (and subject to such closing taking place) regardless of the number of Usiminas Shares
sold thereunder. If the underwritten offering of Usiminas Shares pursuant to the Demand
Registration is postponed in accordance with Section 6(e), then in connection with any subsequent
underwritten offering of Usiminas Shares made in connection with the replacement Demand
Registration contemplated by Section 6(e), a fee in the amount of U.S.$13,000,000 shall be
immediately due and payable to Techint (or any Designated Subsidiary) upon the public announcement
of the underwritten offering (for the avoidance of doubt






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whether or not such offering is priced or completed and whether or not the Company or Techint
has made a Purchase Election).




     (b) Usiminas further agrees to pay Techint, or any Designated Subsidiary, and/or the Company,
or any Designated Subsidiary, in such proportion and to such bank accounts as shall be indicated in
the Purchase Election Notice, a fee in the aggregate amount of U.S.$17,000,000 (the “Purchase
Election Fee”) on the first closing date of an underwritten offering made pursuant to a Demand
Registration (subject to such closing taking place) regardless of the number of Usiminas Shares
sold thereunder; provided, that the Purchase Election Fee shall not be payable if neither
the Company nor Techint has made a Purchase Election or if the purchase and sale of Usiminas Shares
pursuant to an effective Purchase Agreement is not consummated as a result of a breach by the
Company (or the relevant Designated Subsidiary) or Techint (or the relevant Designated Subsidiary)
thereunder. If the underwritten offering of Usiminas Shares pursuant to the Demand Registration is
postponed in accordance with Section 6(e), then in connection with any subsequent underwritten
offering of Usiminas Shares made in connection with the replacement Demand Registration
contemplated by Section 6(e), a fee equal to U.S.$17,000,000 shall be payable on the first closing
date of the underwritten offering made pursuant to the replacement Demand Registration (subject to
such closing taking place) regardless of the number of Usiminas Shares sold thereunder,
provided, that the Purchase Election Fee shall not be payable if neither the Company nor
Techint has made a Purchase Election or if the purchase and sale of Usiminas Shares pursuant to an
effective Purchase Agreement is not consummated as a result of a breach by the Company (or the
relevant Designated Subsidiary) or Techint (or the relevant Designated Subsidiary) thereunder.



          Section 5. Disclosure. The parties agree to coordinate public disclosures regarding
the transactions contemplated by this Agreement, which public disclosure shall be made not later
than contemporaneously with the commencement by underwriters of solicitations of potential
purchasers or the extension of invitations to a “road show” or similar marketing event. Each party
will provide the other a reasonable opportunity to comment on any draft press release or other
communication or filing regarding this Agreement and related transactions, and will not make any
disclosure to which the other party reasonably objects, unless such disclosure is mandated by law,
rule or regulation, as confirmed by a written opinion of reputable external counsel to such party
qualified to practice law in the relevant jurisdiction.




          Section 6. Demand Registration.




     (a) Right to Request Registration. Subject to the provisions of this Section 6, at
any time prior to February 28, 2011 (the “Demand Registration Deadline”), Usiminas may
request that the Company file a registration statement under the Securities Act for the resale of
all or part of the Registrable Shares (a “Demand Registration”). Any such Demand
Registration shall be made substantially in the form of Annex C. Subject to Sections 7 and 8
below, (i) the Company shall file a Registration Statement registering for resale such number of
Registrable Shares as requested to be so registered pursuant to this Section 6(a) (a “Demand
Registration Statement”) within two (2) business days after Usiminas’ request therefor (or
thirty (30) business days after Usiminas’ request therefor in the case of any replacement Demand
Registration hereunder) and (ii) if the Demand Registration Statement does not become automatically
effective upon filing, the Company agrees to use commercially reasonable efforts to cause such
Demand Registration Statement to be declared effective by the SEC as soon as practicable
thereafter.



     (b) If, at the time a demand is made pursuant to paragraph (a) above, the Company is eligible
to file a Form F-3 available to well-known seasoned issuers (as defined in Rule 405 promulgated
under the Securities Act), then the Demand Registration Statement shall be filed on such Form F-3,
and if the Company is not so eligible at the time such demand is made but is eligible to file a
registration statement on Form F-3, then such Registration Statement shall be on a Form F-3
available to issuers other than well-known seasoned issuers.



     (c) Number of Demand Registrations. Subject to the provisions of this Section 6 and
Section 7 below, Usiminas shall be entitled to request one (1) Demand Registration under this
Agreement. A registration request shall not count as a Demand Registration unless and until a
registration statement permitting the resale of the Usiminas Shares has become effective.



     (d) Underwritten Offerings. The Registrable Shares covered by the Demand Registration
must be sold in an underwritten offering. Usiminas shall have the right to select the managing
underwriter (currently expected to be J.P. Morgan Securities LLC) to lead the offering, which firm
shall be the sole global coordinator, the “lead left”



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bookrunner, the stabilization agent and the representative of the underwriters. Subject to
Usiminas’ consent, which consent shall not be unreasonably withheld, the Company shall have the
right to select one other reputable financial institution to act as an underwriter in connection
with the underwritten offering (it being agreed that Usiminas shall not withhold its consent to the
appointment of Citigroup Global Markets Inc. if the Company were to select such entity to act in
such capacity) (the managing underwriter selected by Usiminas, together with the underwriter
selected by the Company and any other underwriter(s) that may participate in connection with the
underwritten offering, collectively the “Underwriters”). Usiminas agrees that the
Underwriters will consult with the Company in connection with the allocation of Usiminas Shares to
investors in the underwritten offering.




     (e) Effective Period of Demand Registrations.




          (i) The Company shall use commercially reasonable efforts to keep the Demand
Registration Statement effective until April 30, 2011, or until such earlier time when an
underwritten offering of some or all of the Registrable Shares has been completed;
provided that, subject to Section 8 below, if an offering pursuant to a Demand
Registration made prior to the Demand Registration Deadline is not priced by March 31, 2011
(the “Termination Date”), the Company may (but need not) withdraw any Registration
Statement that has been filed and Usiminas shall have no further registration rights
hereunder (whether or not the Registration Statement has been withdrawn), unless such
pricing shall not have occurred by the Termination Date because of, in the reasonable
judgment of all of the Underwriters (including the Underwriter selected by the Company), the
existence of adverse market conditions that would prevent or materially impair the
underwritten offering. In the event that the underwritten offering is delayed due to
adverse market conditions in accordance with the immediately preceding sentence, Usiminas
shall be entitled to one replacement Demand Registration (which shall be subject to all of
the provisions of this Agreement), and the Demand Registration Deadline and Termination Date
shall be extended to (x) in the case of the Demand Registration Deadline, August 31, 2011
and (y) in the case of the Termination Date, September 30, 2011.




          (ii) If the Company shall withdraw any Demand Registration pursuant to Section 7 below
before April 30, 2011, and before an underwritten offering of some or all of the Registrable
Shares has been completed, then, subject to the other provisions of this Agreement, Usiminas
shall be entitled to a replacement Demand Registration with respect to the unsold
Registrable Shares, provided that the Demand Registration Deadline and Termination
Date shall be extended to (i) in the case of the Demand Registration Deadline, the date that
is fifteen (15) days after the expiration of the Suspension Period and (ii) in the case of
the Termination Date, the date that is thirty (30) days after such extended Demand
Registration Deadline.




          (iii) A Demand Registration shall not count against the single demand registration
provided in Section 6(a) if (x) after the applicable Registration Statement has become
effective, such Registration Statement or the related offer, sale or distribution of
Registrable Shares thereunder becomes the subject of any stop order, injunction or other
order or restriction imposed by the SEC or any other governmental agency or court for any
reason not attributable to Usiminas or its Affiliates (which for the avoidance of doubt
shall not include the Company and its controlled Affiliates) and such interference is not
thereafter eliminated so as to permit the completion of the underwritten offering of
Registrable Shares, (y) pursuant to Section 8(d) below, Usiminas (and any other Persons
making offers and sales of Registrable Shares) is required by agreement with the Company or
Techint or by applicable law to discontinue offers and sales of Registrable Shares and use
of the Prospectus or (z) the conditions specified in the related underwriting agreement
relating to the underwritten offering are not satisfied or waived for any reason
attributable to the Company or its subsidiaries. In such event, the Demand Registration
Deadline and Termination Date shall be extended to (A) in the case of the Demand
Registration Deadline, the date that is fifteen (15) days after (x) the elimination of any
such stop order, injunction or other order or restriction, (y) the delivery of a
supplemental or amended Prospectus as contemplated by Section 8(a)(vi) for use in connection
with offers and sales of Registrable Shares or (z) the closing date of such underwritten
offering, as the case may be, and (B) in the case of the Termination Date, the date that is
thirty (30) days after such extended Demand Registration Deadline.








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     Section 7. Suspension Periods.



     (a) Suspension Periods. The Company may (i) delay the filing or effectiveness of a
Registration Statement in conjunction with the Demand Registration or (ii) prior to the pricing of
the underwritten offering of Registrable Shares pursuant to the Demand Registration, delay such
underwritten offering (and, if it so chooses, it may (but need not) withdraw any registration
statement that has been filed), but in each case described in clauses (i) and (ii) if the Company
reasonably determines (x) that proceeding with such an offering would require the Company to
disclose material information that would not otherwise be required to be disclosed at that time and
that the disclosure of such information at that time would not be in the Company’s best interests,
or (y) that the registration or offering to be delayed would, if not delayed, materially adversely
affect the Company and its subsidiaries, taken as a whole, or materially interfere with, or
jeopardize the success of, any pending or proposed material transaction, including any debt
financing, any acquisition or disposition, any recapitalization or reorganization or any other
material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of
information or any other reason. Any period during which the Company has delayed a filing, an
effective date or an offering pursuant to this Section 7 is herein called a “Suspension
Period”. If pursuant to this Section 7 the Company delays or withdraws the Demand Registration
Statement requested by Usiminas, Usiminas shall be entitled to withdraw the related request for a
Demand Registration and, if it does so, such request shall not count against the single Demand
Registration provided for in Section 6(a) and the Demand Registration Deadline and Termination Date
shall be extended to (A) in the case of the Demand Registration Deadline, the date that is fifteen
(15) days after the expiration of the Suspension Period and (B) in the case of the Termination
Date, the date that is thirty (30) days after such extended Demand Registration Deadline;
provided that, if at the date of filing of a registration statement pursuant to a Demand
Registration subsequent to a Suspension Period or pursuant to any replacement Demand Registration
hereunder, the Company shall not at such time be a well-known seasoned issuer (as defined in Rule
405 promulgated under the Securities Act), then the Termination Date shall be extended to the date
that is thirty (30) days after the effectiveness of the applicable registration statement. The
Company shall provide prompt written notice to Usiminas of the commencement and termination of any
Suspension Period (and any withdrawal of a registration statement pursuant to this Section 7),
including the reasons therefor, provided that the Company shall in no event be required to
disclose confidential, proprietary or commercially sensitive information. Usiminas shall keep the
existence of each Suspension Period confidential and refrain from making offers and sales of
Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing
so) during each Suspension Period. No Suspension Period shall be in effect for longer than
reasonably necessary in connection with the Company’s determination pursuant to clauses (x) or (y)
above.



     Section 8. Registration Procedures.



     (a) When Usiminas requests a Demand Registration, the Company shall use commercially
reasonable efforts to effect, as soon as reasonably practicable as provided herein, the
registration of such Registrable Shares for sale in an underwritten offering, and, pursuant
thereto, the Company shall, as soon as practicable as provided herein:




          (i) subject to the other provisions of this Agreement, prepare and file with the SEC a
Registration Statement in compliance with the Securities Act with respect to such
Registrable Shares and use reasonable best efforts to cause such Registration Statement to
become effective (unless it becomes automatically effective upon filing); and before filing
a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to
Usiminas and the underwriters copies of all such documents proposed to be filed, including
documents incorporated by reference in the Prospectus and one set of the exhibits
incorporated by reference, and Usiminas and the managing underwriter and their respective
counsel shall have a reasonable opportunity to review and comment on the Registration
Statement and each such Prospectus (and each amendment or supplement thereto) before it is
filed with the SEC, and Usiminas and the managing underwriter shall have the opportunity to
object to any information pertaining to Usiminas or the underwriters, respectively, that is
contained therein and the Company will make the corrections reasonably requested by Usiminas
and the managing underwriter with respect to such information prior to filing any
Registration Statement or Prospectus or any amendment or supplement thereto;




          (ii) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to comply with
the applicable requirements of the Securities Act and use commercially reasonable efforts to
keep such



- 8 -









 







Registration Statement effective for the relevant period required hereunder, but no
longer than is necessary to complete the distribution of the Registrable Shares covered by
such Registration Statement, and to comply with the applicable requirements of the
Securities Act with respect to the disposition of all the Registrable Shares covered by such
Registration Statement during such period in accordance with the intended methods of
disposition set forth in such Registration Statement;




          (iii) use commercially reasonable efforts to obtain as soon as possible the withdrawal
of any order suspending the effectiveness of any Registration Statement or the lifting of
any suspension of the qualification or exemption from qualification of any Registrable
Shares for sale in any jurisdiction in the United States;




          (iv) deliver such number of copies of the preliminary and final Prospectus and any
supplement thereto as Usiminas and the managing Underwriter may reasonably request in order
to facilitate the disposition of the Registrable Shares of Usiminas covered by such
Registration Statement during such period of time after the first date of the public
offering of the Securities as in the opinion of counsel for the Underwriters a prospectus
relating to the Securities is required by law to be delivered; provided, however, that in
case any Underwriter is required under the Securities Act to deliver a prospectus (or in
lieu thereof the notice required under Rule 173 of the Securities Act) in connection with
the offering or sale of the Registrable Shares at any time more than nine months after the
date of the Underwriting Agreement, the costs of such preparation and furnishing of such
amended or supplemented prospectus shall be borne by the Underwriters;




          (v) use its commercially reasonable efforts to qualify the Registrable Shares for offer
and sale under the securities or Blue Sky laws of such jurisdictions as the representative
of the Underwriters shall reasonably request and shall continue such qualifications in
effect so long as required for distribution of the Registrable Shares; provided that
the Company shall not be required to (w) qualify as a foreign corporation or other entity or
as a dealer in securities in any such jurisdiction where it would not otherwise be required
to so qualify, (x) file any general consent to service or process in any such jurisdiction,
(y) subject itself to taxation in any such jurisdiction if it is not otherwise so subject or
(z) qualify the Securities for offering and sale under the securities laws of any such
jurisdiction for a period in excess of nine months after the date of the Underwriting
Agreement;




          (vi) promptly notify Usiminas and the managing underwriter at any time when, in the
opinion of counsel to the Underwriters, a Prospectus relating thereto would be required
under the Securities Act to be delivered by such underwriter, of the occurrence of any event
as a result of which the Prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, and, at the request of Usiminas and the managing Underwriter, the Company shall
prepare, as soon as practicable, a supplement or amendment to such Prospectus so that, as
thereafter delivered to any prospective purchasers of such Registrable Shares, such
Prospectus shall not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;




          (vii) enter into an underwriting agreement in form and substance satisfactory to the
parties thereto, and take all such other customary and reasonable actions as the managing
underwriter of such offering, after consultation with the Company, may request in order to
facilitate the disposition of such Registrable Shares (including making the Chief Financial
Officer of the Company, upon reasonable prior notice and subject to reasonable scheduling,
available at reasonable times and places to participate in “road-shows” that the
Underwriters, including the Underwriter selected by the Company, determines are necessary to
effect the offering);




          (viii) (w) make reasonably available, for inspection by the managing Underwriter of
such offering and counsel acting for such managing Underwriter, such corporate documents and
financial and other records of the Company and its subsidiaries as the Company and the
managing Underwriter shall mutually agree, (x) cause the Company’s officers and employees to
supply information reasonably requested by such managing Underwriter or counsel in
connection with such offering, (y) use commercially reasonable



- 9 -









 







efforts to make the Company’s independent accountants available for any such managing
Underwriter’s due diligence and have them provide customary comfort letters to such
Underwriters in connection therewith and (z) use commercially reasonable efforts to cause
the Company’s counsel to furnish customary legal opinions and negative assurance letters to
such Underwriters in connection therewith; provided, however, that such
records and other information shall be subject to such confidential treatment as is
customary for Underwriters’ due diligence reviews and otherwise in accordance with the
confidentiality agreement that such managing Underwriter shall have entered into with the
Company prior to receiving access to any such records or other information (such
confidentiality agreement to be on terms satisfactory to the Company); and provided,
further, Usiminas acknowledges that, prior to the date of this Agreement, the
Company has provided access to management and information consistent with the requirements
of clauses (w) through (y) above.




          (ix) upon the sale of such Registrable Shares, use commercially reasonable efforts to
cause all such Registrable Shares to be listed on the New York Stock Exchange;




          (x) continue to publish its financial results on a quarterly and annual basis and shall
furnish or file them with the SEC, as the case may be, in compliance in all material
respects with the Exchange Act and in a manner consistent with past practice, for at least
twelve months beginning after the “effective date” (as defined in Rule 158) of the
Registration Statement; and




          (xi) promptly notify Usiminas and the managing Underwriter:




     (1) when the Registration Statement, any pre-effective amendment, the
Prospectus or any Prospectus supplement or any post-effective amendment to
the Registration Statement has been filed and, with respect to the
Registration Statement or any post-effective amendment, when the same has
become effective;




     (2) of any request by the SEC for amendments or supplements to the
Registration Statement or the Prospectus or for any additional information
regarding Usiminas;




     (3) of the notification to the Company by the SEC of its initiation of
any proceeding with respect to the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement; and




     (4) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Shares for sale under
the applicable securities or blue sky laws of any jurisdiction.



     (b) If any Registrable Shares remain unsold by Usiminas following the completion of the
underwritten offering contemplated hereby, the Company shall use commercially reasonable efforts to
file all reports required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder, all to the extent required to enable Usiminas
to be eligible to sell Registrable Shares (if any) pursuant to Rule 144 under the Securities Act on
the terms and subject to the limitations set forth in this Agreement and the Shareholders’
Agreement.



     (c) The Company may, as a condition precedent to its obligations to effect the registration of
Registrable Shares of Usiminas hereunder, require Usiminas and each Underwriter of Registrable
Shares as to which any registration is being effected to furnish to the Company information
regarding such Person and the distribution of such securities as shall be reasonably required to
effect such registration of the Registrable Shares.



     (d) Usiminas agrees that, upon being advised in writing by the Company of the occurrence of an
event pursuant to Section 8(a)(vi), Usiminas will immediately discontinue (and direct any other
Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales
of Registrable Shares pursuant to any Registration Statement until it is advised in writing by the
Company that the use of the Prospectus may be resumed and



- 10 -









 




is furnished with a supplemented or amended Prospectus as contemplated by Section 8(a)(vi),
and, if so directed by the Company, Usiminas will deliver to the Company all copies (if any), other
than permanent file copies then in Usiminas’ possession, of the Prospectus covering such
Registrable Shares current at the time of receipt of such notice.




     (e) Usiminas agrees that it will, as promptly as practicable, (i) notify the Company of the
occurrence of any event as a result of which the Prospectus included in such Registration Statement
contains an untrue statement of a material fact regarding Usiminas or omits a material fact
necessary to make the statements therein regarding Usiminas, in the light of the circumstances
under which they were made, not misleading, and (ii) provide the Company with such information as
may be required to enable the Company to prepare a supplement or post-effective amendment to any
such registration statement or a supplement to such Prospectus.



     (f) Usiminas agrees that, in accordance with the terms of the Confidentiality Agreement, it
will hold in strict confidence, and cause its officers, directors, employees, legal counsel,
accountants, financial advisors and other representatives to, hold in strict confidence any
nonpublic information received by them pursuant to this Agreement, including without limitation any
nonpublic information included in any Registration Statement or Prospectus or any amendments or
supplements thereto proposed to be filed with the SEC (until such registration statement or
prospectus has been filed). This clause is not, and shall not be construed as, an agreement by any
of the Company or Usiminas to limit the scope of such parties’ respective confidentiality
obligations under the Confidentiality Agreement or to otherwise amend the terms thereof.



     (g) The Company may prepare and deliver an issuer free-writing prospectus (as such term is
defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and
references herein to any “supplement” to a Prospectus shall include any such issuer free-writing
prospectus. Neither Usiminas nor any other seller of Registrable Shares may use a free-writing
prospectus to offer or sell any such shares without the Company’s prior written consent. It is
understood and agreed that any failure of the Company to file a registration statement or any
amendment or supplement thereto, or to cause any such document to become or remain effective or
usable within or for any particular period of time as provided in Section 6 or 8 or otherwise in
this Agreement, due to any refusal of the SEC to permit a registration statement or prospectus to
become or remain effective or to be used because of unresolved SEC comments thereon (or on any
documents incorporated therein by reference) despite the Company’s good faith and commercially
reasonable best efforts to resolve those comments, shall not be a breach of this Agreement.



     Section 9. Transaction Expenses.



     (a) All reasonable and documented out-of-pocket expenses incident to the Company’s or
Techint’s preparation, review, negotiation, execution, performance of, or compliance with, this
Agreement, any Purchase Agreement or any other agreement (including the Underwriting Agreement),
registration statement, prospectus, application or other document pursuant to or in connection with
this Agreement, including, without limitation, all registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, fees due to the Financial Industry Regulatory
Authority, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost
of distributing Prospectuses in preliminary and final form as well as any supplements thereto, the
fees of the depositary for the Company’s ADSs (including the fees and disbursements of outside
counsel for the depositary) and fees and disbursements of outside counsel for the Company and
Techint (Sullivan & Cromwell LLP, Mitrani, Caballero, Rosso Alba, Francia, Ojam, Ruiz Moreno and
Elvinger, Hoss & Prussen and other counsel previously notified to Usiminas), of the independent
certified public accountants and of any other Persons retained by the Company or Techint in
connection with this Agreement or the transactions contemplated hereby (all such expenses being
herein called “Transaction Expenses”) shall be borne by Usiminas.



     (b) The obligation of Usiminas to bear the expenses described in Section 9(a) shall apply
irrespective of whether a registration, once properly demanded or requested becomes effective or is
withdrawn or suspended, and of whether the underwritten offering relating thereto is not announced,
or is announced but not consummated; provided, however, that all Transaction
Expenses that would not have been incurred but for the withdrawal of any Registration Statement
solely at the request of the Company following commencement of a Suspension Period pursuant to
Section 7 shall be borne by the Company.



- 11 -









 





     Section 10. Indemnification.



          (a) The Company shall indemnify, to the fullest extent permitted by law, Usiminas and each
Person who controls Usiminas (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses
(including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement or Prospectus or any amendment
thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are made in reliance and in conformity with information
furnished in writing to the Company by Usiminas expressly for use therein.




          (b) In connection with any Registration Statement in which Usiminas is participating, Usiminas
shall furnish to the Company in writing such information as the Company reasonably requests for use
in connection with any such Registration Statement or Prospectus, or amendment or supplement
thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and
directors and each Person who controls the Company (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of
investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any
untrue or alleged untrue statement of material fact contained in the Registration Statement or
Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or
alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that the same are made in reliance on and
in conformity with information furnished in writing to the Company by or on behalf of Usiminas
expressly for use therein. In no event shall the liability of Usiminas hereunder be greater in
amount than the dollar amount of the proceeds received by Usiminas upon the sale, pursuant to the
applicable Registration Statement, giving rise to such indemnification obligation.




          (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to
the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit
such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from
any liability that it may have to an indemnified Person except to the extent that the indemnifying
Person is materially and adversely prejudiced thereby. The indemnifying Person shall not be subject
to any liability for any settlement made by the indemnified Person without its consent. An
indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel (in addition to one (1) local
counsel) for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with
respect to such claim (and all other claims arising out of the same circumstances), unless in the
reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses
available to such indemnified Person which are in addition to or may conflict with those available
to another indemnified Person with respect to such claim, in which case such maximum number of
counsel for all indemnified Persons shall be two (2) rather than one (1). If an indemnifying
Person is entitled to, and elects to, assume the defense of a claim, the indemnified Person shall
continue to be entitled to participate in the defense thereof, with counsel of its own choice, but,
except as set forth above, the indemnifying Person shall not be obligated to reimburse the
indemnified Person for the costs thereof. The indemnifying Person shall not consent to the entry of
any judgment or enter into or agree to any settlement relating to a claim or action for which any
indemnified Person would be entitled to indemnification by any indemnified Person hereunder unless
such judgment or settlement imposes no ongoing obligations on any such indemnified Person and
includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such
indemnified Person, a release, reasonably satisfactory in form and substance to such indemnified
Person, from all liabilities in respect of such claim or action for which such indemnified Person
would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder
for any amount paid or payable or incurred pursuant to or in connection with any judgment entered
or settlement effected with the consent of an indemnified Person unless the indemnifying Person has
also consented to such judgment or settlement.




          (d) The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified Person or any
officer, director or controlling Person of such indemnified Person and shall survive the transfer
of securities and the closing of the offering conducted pursuant to a Demand Registration Statement
but only with respect to offers and sales of Registrable Shares made in the offering conducted in
connection with such Demand Registration Statement.







- 12 -









 








          (e) If the indemnification provided for in or pursuant to this Section 9 is due in accordance
with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any
losses, claims, damages, liabilities or expenses referred to herein, then each applicable
indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the
amount paid or payable by such indemnified Person as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the
indemnifying Person on the one hand and of the indemnified Person on the other in connection with
the statements or omissions which result in such losses, claims, damages, liabilities or expenses
as well as any other relevant equitable considerations. The relative fault of the indemnifying
Person on the one hand and of the indemnified Person on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. In no
event shall the liability of the indemnifying Person be greater in amount than the amount for which
such indemnifying Person would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 9(a) or 9(b) hereof had been available under the
circumstances.




          Section 11. Miscellaneous.




          (a) Notices. Any notice, request, instruction or other document to be given hereunder
by any party to the other will be in writing and will be deemed to have been duly given (i) on the
date of delivery if delivered personally, (ii) on the date of actual receipt if delivered by
facsimile during the recipient’s normal business hours or on the recipient’s next business day
after receipt if not received during the recipient’s normal business hours or (iii) on the third
business day following the date of dispatch if delivered by a recognized next day courier service.
All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice.




          If to the Company:



Ternium S.A.

46a, Avenue John F. Kennedy — 2nd floor

L-1855 Luxembourg

Attention: Pablo D. Brizzio, CFO

Facsimile: +54 (11) 4018-2786




          with a copy (which shall not constitute notice) to:



Mitrani, Caballero, Rosso Alba, Francia, Ojam, Ruiz Moreno

Alicia Moreau de Justo 400, 3rd floor

C1107AAH — Buenos Aires

Argentina

Attention: Diego E. Parise

Facsimile: +54 (11) 4590-8601



and



Sullivan & Cromwell LLP

1701 Pennsylvania Avenue, N.W.

Washington, District of Columbia 20006-5805

United States

Attention: Robert S. Risoleo

Facsimile: +1 (202) 293-6330









- 13 -









 











          If to Techint:



Techint Holdings S.àr.l.

c/o Socominter S.A.

Zonamerica, Ruta 8 Km 17.5,

Edificio Beta, Of. 408,

Montevideo 91600

Uruguay

Attention: Juan Pablo Boo

Facsimile: +59 8 (2) 518-2290




          with a copy (which shall not constitute notice) to:



Techint Engineering Company Inc., Sucursal Buenos Aires.

Pje. della Paolera 299, 17th Floor

C1001ADA — Buenos Aires

Argentina

Attention: Héctor Alberto Zabaleta

Facsimile: +54 (11) 4018-2924




          If to Usiminas:



Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas

Rua Professor José Vieira de Mendonça, 3011 — Engenho Nogueira

31310-260 — Belo Horizonte MG

Brazil

Attention: Ronald Seckelmann

Facsimile No.: +55 (31) 3499 8771




          with a copy (which shall not constitute notice) to:



Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 5th Floor

São Paulo — 04543-011

Brazil

Attention: Ricardo M. Gonzalez

Facsimile No.: +55 (11) 2504 4210



and



Tauil & Chequer Asociado a Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 6 th Floor

São Paulo — 04543-011

Brazil

Attention: Carlos Motta

Facsimile No.: +55 (11) 2504 4211




          (b) No Waivers. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.




          (c) Assignment. Except as otherwise provided in Section 3, neither this Agreement nor
any right, remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by any party hereto without the prior written consent of the other parties, and any
attempt to assign any right, remedy, obligation or




- 14 -









 




liability hereunder without such consent shall be void, except an assignment, in the case of a
merger or consolidation where such party is not the surviving entity, or a sale of substantially
all of its assets, to the entity which is the survivor of such merger or consolidation or the
purchaser in such sale.




          (d) No Third-Party Beneficiaries. Nothing contained in this Agreement, expressed or
implied, is intended to confer upon any person or entity other than the Company, Techint and
Usiminas any benefits, rights or remedies (except as specified in Section 10 hereof)..




          (e) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement will be
governed by and construed in accordance with the laws of the State of New York, without giving
effect to the conflict of laws principles thereof other than Section 5-1401 of the New York General
Obligations Law. Any suit, action or proceeding seeking to enforce any provision of, or based on
any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby may be brought in any federal or state court located in the Borough of Manhattan in The City
of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to
the laying of the venue of any such suit, action or proceeding in any such court or that any such
suit, action or proceeding which is brought in any such court has been brought in an inconvenient
forum. Each of Usiminas Sub and Usiminas Parent hereby irrevocably appoints National Corporate
Research, Ltd., with offices at the date hereof at 10 East 40th Street 10th Floor, New York, NY
10016, and each of the Company and Techint hereby irrevocably appoints CT Corporation, with offices
at the date hereof at 111 Eighth Avenue 13th Floor, New York, NY 10011, as their
respective authorized agent (each of National Corporate Research, Ltd. and CT Corporation, an
“Authorized Agent”) for service of process in any suit, action or proceeding described
above and agrees that service of process in any such suit, action or proceeding may be made upon it
at the office of such agent. Each of the parties hereto hereby waives, to the fullest extent
permitted by law, any other requirements of or objections to personal jurisdiction with respect
thereto. Each of the parties hereto represents and warrants that its respective Authorized Agent
has agreed to act as its agent for service of process, and each of the parties agrees to take any
and all action, including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.




          (f) Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts (including by e-mail or facsimile) and by different parties hereto in separate
counterparts, with the same effect as if all parties had signed the same document. All such
counterparts shall be deemed an original, shall be construed together and shall constitute one and
the same instrument. This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.




          (g) Entire Agreement. This Agreement, together with all other agreements named
herein, contains the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes and replaces all other prior agreements, written or oral, among the parties
hereto with respect to the subject matter hereof.




          (h) Captions. The headings and other captions in this Agreement are for convenience
and reference only and shall not be used in interpreting, construing or enforcing any provision of
this Agreement.




          (i) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.







- 15 -









 








          (j) Amendments. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the prior written consent of the Company, Techint
and Usiminas.




[Remainder of page intentionally left blank]




- 16 -









 





     In Witness Whereof, this Transaction and Registration Rights Agreement has been duly
executed by each of the parties hereto as of the date first written above.



	 	 	 	 	 
	 	TERNIUM S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TECHINT HOLDINGS S.àr.l.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 
	 	USINAS SIDERÚRGICAS DE MINAS GERAIS S.A. — USIMINAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	USIMINAS EUROPA A/S

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





ANNEX A — FORM OF PURCHASE ELECTION NOTICE




[•], 2011




Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas

Rua Professor José Vieira de Mendonça, 3011 — Engenho Nogueira

31310-260 — Belo Horizonte MG

Brazil

Attention: [________________________]

Facsimile No.: [____________________]




     Re: Transaction and Registration Rights Agreement— Purchase Election Notice


Ladies and Gentlemen:




     Reference is made to the Transaction and Registration Rights Agreement dated January [•], 2011
(the “Agreement”) by and among Ternium S.A., a public limited liability company (société
anonyme) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Company”),
Techint Holdings S.àr.l., a private limited liability company (société à responsabilité limitée)
continued under the laws of the Grand-Duchy of Luxembourg (formerly I.I.I. Industrial Investments
Inc., a company organized under the laws of the Cayman Islands) (“Techint”), Usiminas
Europa A/S, an aktieselskaber organized under the laws of Denmark (“Usiminas Sub”), and
Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas, a sociedade anônima organized under the laws
of the Federative Republic of Brazil (“Usiminas Parent” and, together with Usiminas Sub,
“Usiminas”). Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Agreement.



     In connection with your Demand Registration of [•], 2011, the undersigned hereby give you
notice of [the Company’s [and] | Techint’s] 1 election to purchase or cause any
Designated Subsidiary to purchase Usiminas Shares as follows:



	 	 	 	 	 	 	 

	Commitment:	 	[The Company [and] | Techint] 2 commit to
purchase or cause any Designated Subsidiary to purchase
Usiminas Shares for an aggregate purchase price of U.S.$
[•] 3 at a purchase price per share equal to
one tenth of the public offering price per ADS in the
underwritten offering made pursuant to the above referred
Demand Registration (such offering, hereinafter referred
to as the “Public Offering”) [as follows:
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	U.S.$ [•] in Usiminas Shares shall be purchased,
or caused to be purchased, by the Company, and








 




			
	1	 	Insert as appropriate.
	 
	2	 	Insert as appropriate.
	 
	3	 	Not to be lower than U.S. $250 million.




 









 








	 	 	 	 	 	 	 

	 

	 	 	 	•
	 	U.S.$ [•] in Usiminas Shares shall be purchased,
or caused to be purchased, by Techint.] 4
	 
	 	 	 	 	 	 
	Validity period:	 	[The Company’s [and] | Techint’s] 5 commitment
to purchase or cause any Designated Subsidiary to
purchase Usiminas Shares pursuant to this Purchase
Election Notice shall be irrevocable until (and
including) [•]6, 2011 (the “Purchase
Commitment Expiration Date”).
	 
	 	 	 	 	 	 
	 	 	[The Company [and] | Techint] 7 may withdraw
[its | their respective] commitment[s] to purchase or
cause any Designated Subsidiary to purchase Usiminas
Shares pursuant to this Purchase Election Notice in [its
| their] sole discretion, for any cause, or without
cause, at any time following the Purchase Commitment
Expiration Date.






     [The Company’s [and] | Techint’s] 8 commitment to purchase or cause any
Designated Subsidiary to purchase Usiminas Shares pursuant to this Purchase Election Notice
shall be subject to all other applicable terms and conditions set forth in the Agreement, including
 [(a)] [in the case of each of the Company and Techint’s commitment,] the condition that the
public offering price per ADS in the Public Offering not exceed U.S.$
[•] 9  (i.e., 120% of the
average of the closing prices of the ADSs on the New York Stock Exchange during the most
recent five trading days prior to (but excluding) the day of the public announcement of such
Public Offering), excluding transaction costs and expenses [and (b) [in the case of the
Company’s commitment only,] the condition that the public offering price per ADS in the Public
Offering not exceed 125% (excluding transaction costs and expenses) nor be lower than 75%
(excluding transaction costs and expenses), in each case, of the average of the closing prices of
 the ADSs on the New York Stock Exchange during the most recent five trading days prior to (but
excluding) the date on which the Public Offering is priced] (the
“Purchase Condition”).



     As provided in Section 3(b) of the Agreement, if the Purchase Condition is satisfied, or
waived by [the Company [and] | Techint] 10, then [the Company, or a Designated
Subsidiary, [and] | Techint, or a Designated Subsidiary] 11, as buyer, and Usiminas, as
seller, shall [each] 12 execute, deliver and perform a Purchase Agreement in
substantially the form attached to the Agreement as Annex B subject to the terms and conditions
described in the Agreement. The closing date for the purchase and sale of Usiminas Shares pursuant
to such Purchase Agreement[s] shall be [•], 201113, which is the scheduled first closing
date of the Public Offering.



     Further, we hereby give you notice that the fee required to be paid by Usiminas pursuant to
Section 4(b) of the Agreement should be paid to [the Company[’s Designated Subsidiary [insert name
of Designated Subsidiary], a [insert jurisdiction of organization of Designated Subsidiary]
company,] [and] | Techint[’s
Designated Subsidiary [insert name of Designated Subsidiary], a [insert jurisdiction of
organization of Designated Subsidiary] company,]]14 [in the proportions and]
15to the account[s] set forth below, by wire transfer of immediately available funds:





 




			
	4	 	Insert if both the Company and Techint elect
to purchase Usiminas Shares.
	 
	5	 	Insert as appropriate.
	 
	6	 	Insert the date that is 10 business days
following the launch of the Public Offering.
	 
	7	 	Insert as appropriate.
	 
	8	 	Insert as appropriate.
	 
	9	 	Insert amount resulting from multiplying (x) the average of the closing prices of the ADSs on
the New York Stock Exchange during the most recent five trading days prior to (but
excluding) the day of the public announcement of the underwritten offering times (y) 120%.
	 
	10	 	Insert as appropriate.
	 
	11	 	Insert as appropriate.
	 
	12	 	Insert if both the Company and Techint elect
to purchase Usiminas Shares.
	 
	13	 	Insert scheduled first closing date of the
Public Offering.
	 
	14	 	Insert as appropriate.
	 
	15	 	Insert if each of the Company and Techint
are to collect a portion of the fee.




 









 










	 	 	 

	[Amount to be delivered to [the Company] 16: 
	 	US$ [•]] 17
	Name of Bank:
	 	[•]
	City/ State of Bank:
	 	[•]
	ABA Number of Bank:
	 	[•]
	Name of Account:
	 	[•]
	Account Number at Bank:
	 	[•]
	Reference:
	 	[•]
	 
	 	 
	[Amount to be delivered to [Techint] 18:
	 	US$ [•]
	Name of Bank:
	 	[•]
	City/ State of Bank:
	 	[•]
	ABA Number of Bank:
	 	[•]
	Name of Account:
	 	[•]
	Account Number at Bank:
	 	[•]
	Reference:
	 	[•]] 19






     [The Company [and] | Techint] 20 [have | has] designated [__________________],
whose phone number is [•], [and [__________________], whose phone number is [•], respectively] as
the person[s] you may contact to confirm the above wire instructions.



	 	 	 	 	 	 	 

	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	TERNIUM S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TECHINT HOLDINGS S.àr.l.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 





Received and acknowledged for and on behalf of






 




			
	16	 	If payable to a Designated Subsidiary,
substitute with name of such Designated Subsidiary.
	 
	17	 	Insert if each of the Company and Techint
are to collect a portion of the fee.
	 
	18	 	If payable to a Designated Subsidiary,
substitute with name of such Designated Subsidiary.
	 
	19	 	Insert if each of the Company and Techint
are to collect a portion of the fee.
	 
	20	 	Insert and/or substitute with name of
applicable Designated Subsidiary as appropriate.




 









 










Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:	 	 
	Title:	 	 
	Date:	 	 






	 	 	 

	Cc:

	 	Mayer Brown LLP
	 

	 	Avenida Juscelino Kubitschek, 1455, 5th Floor
	 

	 	São Paulo — 04543-011
	 

	 	Brazil
	 

	 	Attention: Ricardo M. Gonzalez
	 

	 	Facsimile No.: +55 (11) 2504 4210
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	Tauil & Chequer Asociado a Mayer Brown LLP
	 

	 	Avenida Juscelino Kubitschek, 1455, 6 th Floor
	 

	 	São Paulo — 04543-011
	 

	 	Brazil
	 

	 	Attention: Carlos Motta
	 

	 	Facsimile No.: +55 (11) 2504 4211







 











 





ANNEX B — FORM OF PURCHASE AGREEMENT




     AGREEMENT (this “Agreement”), dated as of [•], 2011, between [•], a [•] (“[•]” or “Buyer”),
[[•] (“[•]” or “Buyer’s Guarantor”)]1, Usiminas Europa A/S, an aktieselskaber organized
under the laws of Denmark (“Usiminas Europa” or “Seller”) and Usinas Siderúrgicas de Minas Gerais
S.A. — Usiminas, a sociedade anônima organized under the laws of the Federative Republic of Brazil
(“Usiminas Brazil”).



WITNESSETH:



     WHEREAS, Usiminas Europa is the owner of 285,731,726 ordinary shares with a par value of
U.S.$1.00 per share (the “Shares”), of Ternium S.A., a Luxembourg public limited liability company
(société anonyme) (the “Company”);



     WHEREAS, Usiminas Europa and its parent company Usiminas Brazil, the Company’s majority
shareholder Techint Holdings S.àr.l., and the Company have entered into that certain Transaction
and Registration Rights Agreement, dated as of January [•], 2011 (the “Transaction and Registration
Rights Agreement”), pursuant to which Techint Holdings S.àr.l. and the Company have agreed, among
other things, to prepare and file, or caused to be prepared and filed, as applicable, a
registration statement with the U.S. Securities and Exchange Commission (the “Commission”) in
connection with a public offering (the “Public Offering”) by Usiminas Europa of [•] ordinary shares
of the Company in the form of American Depositary Shares (“ADSs”), each ADS representing 10
ordinary shares of the Company;



     WHEREAS, on [•], 2011, the Company filed a registration statement with the Commission in
connection with the Public Offering and, on the date hereof, the Company, Usiminas Brazil and J.P.
Morgan Securities LLC, as representative of the several underwriters, entered into a
firm-commitment underwriting agreement (the “Underwriting Agreement”) pursuant to which Usiminas
Brazil agreed, among other things, to cause Usiminas Europa to sell to the several underwriters
listed in Schedule 1 thereto (the “Underwriters”) [•] ordinary shares of the Company (the “Public
Offering Shares”) in the form of ADSs;



     WHEREAS, on the date hereof, the Public Offering was priced at a price per ADS of U.S.$ [•]
(the “Public Offering Price”);



     WHEREAS, pursuant to Section 3(b) of the Transaction and Registration Rights Agreement, the
parties hereto are entering into this Agreement pursuant to which, on the terms and subject to the
conditions set forth herein, Usiminas Brazil shall cause Usiminas Europa to sell, and Usiminas
Europa shall sell, to Buyer, and





 




			
	1	 	If a Buyer is a Designated Subsidiary, then
the Company or Techint, shall be a party to the agreement and provide the
parent company guarantee contemplated in Article [_]




1









 









Buyer shall purchase from Usiminas Europa, [•] ordinary shares of the Company (the “Subject
Shares”).




     NOW THEREFORE, the parties hereto agree as follows:



ARTICLE 1

Definitions




     Section 1.01. Definitions. Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Transaction and Registration Rights Agreement. Such
definitions shall be applicable to the singular as well as the plural forms of the terms defined.



     Section 1.02. Other Definitional and Interpretative Provisions. The words “hereof”, “herein”
and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The captions herein are included for
convenience of reference only and shall be ignored in the construction or interpretation hereof.



ARTICLE 2

Purchase and Sale



     Section 2.01. Purchase and Sale. Upon the terms and subject to the conditions set forth
herein, Usiminas Brazil agrees to cause Usiminas Europa to sell, and Usiminas Europa agrees to
sell, to Buyer, and Buyer agrees to purchase from Usiminas Europa, the Subject Shares, free and
clear of any liens, encumbrances, pledges, security interests, restrictive agreements, transfer
restrictions, voting trust arrangements, claims or imperfections of any nature whatsoever (other
than restrictions arising under securities laws and the Shareholders’ Agreement, which, in the
latter case, shall have been waived in accordance with the Transaction and Registration Rights
Agreement subject to the terms and conditions thereof), at an aggregate price of U.S.$ [•] (the
“Purchase Price”). The parties hereto acknowledge and agree that the Purchase Price equals (i) one
tenth of the Public Offering Price times (ii) the number of the Subject Shares.



     Section 2.02. Closing. The closing of the purchase and sale of the Subject Shares hereunder
(the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, New York, New York, United States of America, on the date of, and substantially
simultaneously with, the delivery of the Public Offering Shares to the Underwriters pursuant to the
Underwriting Agreement (the “Closing Date”), upon satisfaction of the conditions set forth in
Article 5. At the closing on the Closing Date, each of the parties shall deliver to the other party
the deliverables set forth in Article 6.



2









 





ARTICLE 3

Representations and Warranties of Buyer




     Buyer represents and warrants to each of Seller and Usiminas Brazil as of the date hereof
that:



     Section 3.01. Corporate Authorization. The execution, delivery and performance by Buyer of
this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the
corporate or equivalent powers of Buyer and have been duly authorized by all necessary corporate or
other action on the part of Buyer. Buyer has duly and validly executed and delivered this
Agreement, and, assuming proper execution and delivery of this Agreement by each of Seller and
Usiminas Brazil, this Agreement constitutes a legal, valid and binding obligation of Buyer.



     Section 3.02. Governmental Authorization. The execution, delivery and performance by Buyer of
this Agreement and the consummation by Buyer of the transactions contemplated hereby require no
action by or in respect of, or filing with, any Governmental Entity, except for such actions or
filings which, if not taken or made, would not reasonably be expected to have a material adverse
effect on the ability of Buyer to perform its obligations hereunder or to consummate the
transactions contemplated hereby on a timely basis.



     Section 3.03. Non-contravention. The execution, delivery and performance by Buyer of this
Agreement and the consummation by Buyer of the transactions contemplated hereby do not and will not
(i) violate the organizational documents or bylaws of Buyer or (ii) violate any law, statute, rule,
code, regulation, ordinance, order, judgment or decree of, or issued by, any Governmental Entity
that is binding upon or applicable to Buyer that, in the case of clause (ii), would reasonably be
expected to have, individually or in the aggregate, a material adverse effect on the ability of
Buyer to perform its obligations hereunder or to consummate the transactions contemplated hereby on
a timely basis.



     Section 3.04. Financing. Buyer has, or will have prior to the Closing Date, sufficient cash,
available lines of credit or other sources of immediately available funds to enable it to make
payment of the aggregate Purchase Price.



     Section 3.05. No Reliance; Access to Information. 2




     (a) Buyer acknowledges that it has relied solely on its own due diligence investigation of
the Company and its Subsidiaries (including discussions with representatives of the Company and
Buyer’s representatives and counsel for Buyer) in connection with the decision to purchase the
Subject Shares pursuant to this Agreement, and not upon any information provided by





 




			
	2	 	INCLUDE IF PARTY OTHER THAN THE COMPANY IS THE “BUYER.”




3









 











or on behalf of Usiminas Brazil or Seller in making the decision to purchase the Subject
Shares. Buyer understands and acknowledges that neither Usiminas Brazil nor Seller nor any of
their representatives, agents or attorneys is making or has made at any time any representations
or warranties of any kind (either express or implied) with respect to Company or any of its
subsidiaries or their respective business, operations, assets, liabilities, condition (financial
or otherwise) or prospects. Buyer also acknowledges that neither Usiminas Brazil nor Seller has
made any warranties or representations with respect to the transactions contemplated by this
Agreement other than its representations and warranties contained in Article 4.




     (b) Buyer acknowledges that it has access to, and is in possession of, information regarding
the Company and its business that Buyer believes is necessary or appropriate in order to make its
investment decision.



     Section 3.06. Investment Representations and Warranties. 3 Buyer is acquiring the
Subject Shares from Seller for Buyer’s own account as principal and not with a view to distribution
thereof in violation of the Securities Act. Buyer acknowledges that the Subject Shares have not
been registered under the Securities Act or “Blue Sky” laws of any jurisdiction and that the
transfer of the Subject Shares have been effectuated on the grounds that the original sale and the
sale contemplated hereby were and are exempt from registration under the Act and other applicable
state securities laws, and Buyer agrees that in the absence of such registration the Subject Shares
will be sold or disposed of only pursuant to an exemption from such registration under the Act and
such laws and in accordance with the terms of the documents governing the Subject Shares.



ARTICLE 4

Representations and Warranties of Usiminas Brazil and Seller




     Usiminas Brazil and Seller jointly and severally represent and warrant to Buyer as of the date
hereof that:



     Section 4.01. Corporate Authorization. The execution, delivery and performance by each of
Usiminas Brazil and Seller of this Agreement and the consummation by each of Usiminas Brazil and
Seller of the transactions contemplated hereby are within the corporate powers of Usiminas Brazil
and Seller and have been duly authorized by all necessary corporate action on the part of each of
Usiminas Brazil and Seller. This Agreement constitutes a valid and binding agreement of each of
Usiminas Brazil and Seller. Each of Usiminas Brazil and Seller has duly and validly executed and
delivered this Agreement, and, assuming proper execution and delivery of this Agreement by Buyer,
this Agreement constitutes a legal, valid and binding obligation of each of Usiminas Brazil and
Seller.





 




			
	3	 	INCLUDE IF PARTY OTHER THAN THE COMPANY IS THE “BUYER.”




4









 










     Section 4.02. Governmental Authorization. The execution, delivery and performance by each of
Usiminas Brazil and Seller of this Agreement and the consummation by each of Usiminas Brazil and
Seller of the transactions contemplated hereby require no action by or in respect of, or filing
with, any Governmental Entity, except for such actions or filings which, if not taken or made,
would not reasonably be expected to have a material adverse effect on the ability of any of
Usiminas Brazil or Seller to perform its obligations hereunder or to consummate the transactions
contemplated hereby on a timely basis.



     Section 4.03. Non-contravention. The execution, delivery and performance by each of Usiminas
Brazil and Seller of this Agreement and the consummation by each of Usiminas Brazil and Seller of
the transactions contemplated hereby do not and will not (i) violate the organizational documents
or bylaws of any of Usiminas Brazil or Seller or (ii) violate any law, statute, rule, code,
regulation, ordinance, order, judgment or decree of, or issued by, any Governmental Entity that is
binding upon or applicable to any of Usiminas Brazil or Seller Buyer that, in the case of clause
(ii), would reasonably be expected to have, individually or in the aggregate, a material adverse
effect on the ability of any of Usiminas Brazil or Seller to perform its obligations hereunder or
to consummate the transactions contemplated hereby on a timely basis.



     Section 4.04. Parent Company. Usiminas Brazil has, and at all times from the date hereof
until the consummation of the purchase and sale of the Subject Shares hereunder on the Closing Date
Usiminas Brazil shall have, absolute right, power and capacity to cause Seller to sell, assign,
transfer and deliver the Subject Shares to Buyer in accordance with the terms hereof.



     Section 4.05. Ownership of the Subject Shares. Seller is, and at all times from the date
hereof until the consummation of the purchase and sale of the Subject Shares hereunder on the
Closing Date Seller shall be, the record, legal and beneficial owner of the Subject Shares, shall
have valid title thereto, and shall have the absolute right, power and capacity to sell, assign,
transfer and deliver the Subject Shares to Buyer, in each case free and clear of any liens,
encumbrances, pledges, security interests, restrictive agreements, transfer restrictions, voting
trust arrangements, claims or imperfections of any nature whatsoever (other than restrictions
arising under securities laws and the Shareholders’ Agreement, which, in the latter case, shall
have been waived in accordance with the Transaction and Registration Rights Agreement subject to
the terms and conditions thereof).



     Section 4.06. Exclusivity of Representations and Warranties.4 The representations
and warranties made by each of Usiminas Brazil and Seller in this Agreement are the only
representations and warranties made by them with respect to this Agreement and the transactions
contemplated hereby. Neither Usiminas Brazil nor Seller makes any representations or warranties of
any kind (either express or implied) with respect to Company or any of its subsidiaries or their





 




			
	4	 	INCLUDE IF PARTY OTHER THAN THE COMPANY IS THE “BUYER.”




5









 









respective business, operations, assets, liabilities, condition (financial or otherwise) or
prospects.




ARTICLE 5

Conditions to Closing




     Section 5.01. Conditions to Obligations of Buyer and Seller. The respective obligations of
Buyer, on the one hand, and Usiminas Brazil and Seller, on the other, to consummate the Closing are
subject to the satisfaction of the following conditions: (i) no Governmental Entity shall have
enacted, issued, promulgated or enforced or entered any statute, rule, regulation, executive order,
decree, injunction, temporary restraining order or any other order of any nature to the effect that
the Public Offering or the transactions contemplated hereby may not be consummated as provided
therein or herein; and (ii) the Public Offering Shares to be delivered pursuant to the Underwriting
Agreement at the corresponding closing date thereunder shall have occurred or shall be occurring
substantially simultaneously with the Closing hereunder.



     Section 5.02. Conditions to Obligation of Buyer. The obligation of Buyer to consummate the
purchase of the Subject Shares on the Closing Date is subject to the satisfaction, or waiver by
Buyer, of the following conditions: (i) the representations and warranties of each of Usiminas
Brazil and Seller contained in this Agreement shall be true and correct at and as of the Closing
Date, as if made at and as of such date, and Buyer shall have received a certificate signed by duly
authorized officers of each of Usiminas Brazil and Seller to the foregoing effect; (ii) Seller
shall have delivered, or caused to be delivered, to Buyer the items referred to in Section 6.01 in
form and substance reasonably satisfactory to Buyer; and (iii) Buyer shall have received the fees
that Buyer is entitled to receive under Section 4 of the Transaction and Registration Rights
Agreement as provided therein; provided, however, that Buyer may, at its sole election and
in its sole discretion, elect, at the Closing, to deduct such fees from the Purchase Price, in
which case (A) Buyer shall pay Seller an amount equal to the Purchase Price minus the
amount of the fees required to be paid to Buyer under Section 4 of the Transaction and Registration
Rights Agreement, and such payment shall be deemed to be a payment in full of the Purchase Price
and (B) Usiminas Brazil and Seller shall be released from their obligation to pay the fees required
to be paid to Buyer under Section 4 of the Transaction and Registration Rights Agreement.



     Section 5.03. Conditions to Obligation of Seller. The obligation of each of Usiminas Brazil
and Seller to consummate the sale and delivery of the Subject Shares on the Closing Date is subject
to the satisfaction, or waiver by each of Usiminas Brazil and Seller, of the following conditions:
(i) the representations and warranties of Buyer contained in this Agreement shall be true and
correct at and as of the Closing Date, as if made at and as of such date, and Usiminas Brazil and
Seller shall have received a certificate signed by a duly authorized officer of Buyer to the
foregoing effect; and (ii) Buyer shall have paid the Purchase Price in accordance with Section
6.02.



6









 





ARTICLE 6

Closing Deliverables




     Section 6.01. Seller Closing Deliverables. At the Closing, Seller shall (i) deliver, or cause
to be delivered, to Buyer a transfer instrument in the form attached as Exhibit A hereto executed
by duly authorized officers or attorneys-in-fact of Seller, and such other letters, notices,
acknowledgments, powers of attorney and other documents (whether of a like nature or not) as Buyer
or the Company’s registrar may reasonably request in connection with the transfer of title of the
Subject Shares or the registration of the transfer thereof, and (ii) take any other action as may
be necessary or required for the purpose of consummating or registering the transfer of title to
such Subject Shares to Buyer.



     Section 6.02. Buyer Closing Deliverables. At the Closing, Buyer shall deliver, or cause to be
delivered, to Seller the Purchase Price (net of any applicable withholding taxes, charges, fees,
imposts, levies or other assessments) in cash by wire transfer of immediately available funds to an
account designated in writing, at least three (3) business days prior to the Closing, by Seller to
Buyer , it being understood, for the avoidance of doubt, that in the event that Buyer elects to
exercise the option contemplated by the proviso of clause (iii) of Section 5.02, Buyer shall
deliver, or cause to be delivered, to Seller an amount equal to the Purchase Price (net of any
applicable withholding taxes, charges, fees, imposts, levies or other assessments) minus
the amount of the fees required to be paid to Buyer under Section 4 of the Transaction and
Registration Rights Agreement, and such payment shall be deemed to be a payment in full of the
Purchase Price.



ARTICLE 7

Termination



     Section 7.01. Grounds for Termination. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned:




     (a) at any time prior to the Closing Date by unanimous written agreement of Buyer, Seller
and Usiminas Brazil;




        (b) by Buyer, Seller or Usiminas Brazil if (i) at any time prior to the Closing Date any
Governmental Entity shall have enacted, issued, promulgated or enforced or entered into any
statute, rule, regulation, executive order, decree or injunction or any other order of any nature
to the effect that the Public Offering or the transactions contemplated hereby may not be
consummated as provided therein or herein and such statute, rule, regulation, executive order,
decree or injunction or other order shall have become final and non-appealable (provided, in the
case of orders, injunctions or similar restrictions, that they shall not have been issued or
imposed for any reason attributable to the party that elects to terminate this Agreement pursuant
to this Section 7.01(b)(i)) or (ii) the delivery of the Public Offering Shares to the
Underwriters pursuant to the



7









 







Underwriting Agreement shall not have occurred by [_________], 20115 (the
“Termination Date”) for any reason not attributable to the party that elects to terminate this
Agreement pursuant to this Section 7.01(b)(ii);




     (c) by Buyer if:




        (i) at any time prior to the Closing Date, there shall be a breach of any
representations or warranties of any of Usiminas Brazil or Seller in this Agreement that
would have, individually or in the aggregate, a material adverse effect on the ability of
any of Usiminas Brazil or Seller to perform its obligations hereunder or to consummate the
transactions contemplated hereby on a timely basis; or




        (ii) the Closing shall not have occurred by the Termination Date, provided, that
Buyer may not terminate this Agreement pursuant to this Section 7.01(c) if Buyer is in
breach of this Agreement; and




     (d) by Usiminas Brazil or Seller if:




        (i) at any time prior to the Closing Date, there shall be a breach of any
representations or warranties of Buyer in this Agreement that would have, individually or
in the aggregate, a material adverse effect on the ability of Buyer to perform its
obligations hereunder or to consummate the transactions contemplated hereby on a timely
basis; or




        (ii) the Closing shall not have occurred by the Termination Date, provided, that
neither Usiminas Brazil nor Seller may terminate this Agreement pursuant to this Section
7.01(d) if any of Usiminas Brazil or Seller is in breach of this Agreement.



     Section 7.02. Effect of Termination. In the event of the termination of this Agreement
pursuant to Section 7.01 by any party hereto, written notice thereof shall forthwith be given to
the other parties specifying the provision hereof pursuant to which such termination is made, and
this Agreement shall become void and have no effect (other than this Section 7.02, ARTICLE 8
(Indemnification), and ARTICLE 9 (Miscellaneous)), and there shall be no liability hereunder on the
part of the parties hereto (or any of their respective stockholders, directors, officers,
employees, agents, consultants or representatives) except for liability arising out of a breach of
this Agreement.



ARTICLE 8

indemnification




     Section 8.01. Indemnification of Buyer. Usiminas Brazil and Seller shall jointly and
severally indemnify Buyer against, and hold Buyer harmless from, any





 




			
	5	 	INSERT DEADLINE FOR SETTLEMENT OF THE PUBLIC OFFERING.




8









 









and all losses, liabilities, costs, claims, damages and expenses (including, without
limitation, interest, penalties and reasonable attorneys’ fees and disbursements) which Buyer may
incur or suffer arising out of (i) any breach of or inaccuracy in any representation or warranty of
any of Usiminas Brazil or Seller in this Agreement, or (ii) any breach of or failure to perform any
of Usiminas Brazil’s or Seller’s obligations set forth in this Agreement.




     Section 8.02. Indemnification of Seller. Buyer shall indemnify Seller against, and hold
Seller harmless from, any and all losses, liabilities, costs, claims, damages and expenses
(including, without limitation, interest, penalties and reasonable attorneys’ fees and
disbursements) which Seller may incur or suffer arising out (i) any breach of or inaccuracy in any
representation or warranty of Buyer in this agreement or (ii) any breach of or failure to perform
any of Buyer’s obligations set forth in this Agreement.



[ARTICLE [•]

Guarantee




     Section [•].01. Guarantee. Buyer’s Guarantor hereby irrevocably and unconditionally guarantees
to Seller the full and punctual performance of Buyer’s payment obligations hereunder. If Buyer
shall default in the full and timely performance of its payment obligations hereunder for any
reason, Buyer’s Guarantor hereby agrees, within three (3) business days from written demand by
Seller, to fulfill, or cause to be fulfilled, such obligations fully in accordance with the terms
of this Agreement.]6



ARTICLE 9

Miscellaneous



     Section 9.01. Notices. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile transmission) and shall be given,



     if to Buyer, to:


[•]

[                                        ]

[                                        ]

[                                        ]

Attention: [                                        ]

Facsimile No.: [                                        ]




     with a copy (which shall not constitute notice) to:





 




			
	6	 	Insert if a Designated Subsidiary is the Buyer.




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[                                        ]

[                                        ]

[                                        ]

[                                        ]

Attention: [                                        ]

Facsimile No.: [                                        ]




     if to Seller, to:


Usiminas Europa A/S

[c/o Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas

Rua Professor José Vieira de Mendonça, 3011 — Engenho Nogueira

31310-260 — Belo Horizonte MG

Brazil]



Attention: [                                        ]

Facsimile No.: [                                        ]




     with a copy (which shall not constitute notice) to:


Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 5th Floor

São Paulo — 04543-011

Brazil

Attention: Ricardo M. Gonzalez

Facsimile No.: +55 (11) 2504 4210



and



Tauil & Chequer Asociado a Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 6th Floor

São Paulo — 04543-011

Brazil

Attention: Carlos Motta

Facsimile No.: +55 (11) 2504 4211




     if to Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas, to:


Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas

Rua Professor José Vieira de Mendonça, 3011 — Engenho

Nogueira

31310-260 — Belo Horizonte MG




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Brazil



Attention: [                                        ]

Facsimile No.: [                                        ]




     with a copy (which shall not constitute notice) to:


Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 5th Floor

São Paulo — 04543-011

Brazil

Attention: Ricardo M. Gonzalez

Facsimile No.: +55 (11) 2504 4210



and



Tauil & Chequer Asociado a Mayer Brown LLP

Avenida Juscelino Kubitschek, 1455, 6th Floor

São Paulo — 04543-011

Brazil

Attention: Carlos Motta

Facsimile No.: +55 (11) 2504 4211



or such other address or facsimile number as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests and other communications shall be
deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such
notice, request or communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.




     Section 9.02. Amendments and Waivers.




        (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.




        (b) No failure or delay by any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.



     Section 9.03. Expenses. All costs and expenses incurred in connection with this Agreement or
the transactions contemplated hereby shall be borne by



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Usiminas Brazil and/or Seller. Each of Usiminas Brazil and Seller agree to, promptly upon
Buyer’s request, reimburse Buyer for all reasonable and documented out-of-pocket expenses incident
to Buyer’s performance of or compliance with this Agreement, including, without limitation, fees
and disbursements of outside counsel to Buyer (including fees of Sullivan & Cromwell LLP, Mitrani,
Caballero, Rosso Alba, Francia, Ojam & Ruiz Moreno, and Elvinger, Hoss & Prussen), and any stamp,
registration or other similar taxes, charges or fees.




     Section 9.04. Successors and Assigns; Transfers. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the other party hereto.



     Section 9.05. Governing Law. This Agreement shall be governed by and construed in accordance
with the law of the State of New York, without regard to the conflicts of law rules of such state.



     Section 9.06. Jurisdiction.




        (a) Each of Buyer, Seller and Usiminas Brazil hereby irrevocably submits to the
non-exclusive jurisdiction of any New York state or United States federal court sitting in the
Borough of Manhattan in the City of New York, County and State of New York, United States, over
any suit, action or proceeding arising out of or relating to this Agreement. Each of Buyer,
Seller and Usiminas Brazil irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or proceeding brought
in such a court has been brought in an inconvenient forum. To the extent that either Buyer,
Seller or Usiminas Brazil has or hereafter may acquire any immunity (on the grounds of
sovereignty or otherwise) from the jurisdiction of any court or from any legal process with
respect to itself or its property, each of Buyer, Seller and Usiminas Brazil irrevocably waives,
to the fullest extent permitted by law, such immunity in respect of any such suit, action or
proceeding.




        (b) Buyer hereby irrevocably appoints CT Corporation, with offices at the date hereof at 111
Eighth Avenue 13th Floor, New York, NY 10011, and each of Seller and Usiminas Brazil hereby
irrevocably appoints National Corporate Research, Ltd., with offices at the date hereof at 10
East 40th Street 10th Floor, New York, NY 10016, as their respective authorized agent (each of
National Corporate Research, Ltd. and CT Corporation, an “Authorized Agent”) for service of
process in any suit, action or proceeding described in the preceding paragraph and agrees that
service of process in any such suit, action or proceeding may be made upon it at the office of
such agent. Each of Buyer, Seller and Usiminas Brazil waives, to the fullest extent permitted by
law, any



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other requirements of or objections to personal jurisdiction with respect thereto. Each of
Buyer, Seller and Usiminas Brazil represents and warrants that its respective Authorized Agent
has agreed to act as its agent for service of process, and each of Buyer, Seller and Usiminas
Brazil agrees to take any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force and effect.



     Section 9.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 9.08. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument. This Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed by the other party
hereto. Until and unless each party has received a counterpart hereof signed by the other party
hereto, this Agreement shall have no effect and no party shall have any right or obligation
hereunder (whether by virtue of any other oral or written agreement or other communication). No
provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or
liabilities hereunder upon any person other than the parties hereto and their respective successors
and permitted assigns.



     Section 9.09. Entire Agreement. This Agreement, the Confidentiality Agreement and the
Transaction and Registration Rights Agreement constitute the entire agreement between the parties
with respect to the subject matter of this Agreement and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the subject matter of
this Agreement.



     Section 9.10. Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated so
long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party. Upon such a determination, the parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.



     Section 9.11. Specific Performance. The parties hereto agree that irreparable damage would
occur if any provision of this Agreement were not performed in accordance with the terms hereof and
that the parties shall be



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entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce
specifically the performance of the terms and provisions hereof in any New York state or United
States federal court sitting in the Borough of Manhattan in the City of New York, County and State
of New York, United States, in addition to any other remedy to which they are entitled at law or in
equity.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	[•]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Usiminas Europa A/S

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Usinas Siderúrgicas de Minas Gerais S.A. 

     — Usiminas

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Signature Page to the Purchase Agreement




 









 








EXHIBIT A

TRANSFER INSTRUMENT





     Usiminas Europa A/S, an aktieselskaber organized and existing under the laws of Denmark,
having its registered office at [                                        ], Denmark (the “Transferor”), for good
and valuable consideration received by it from [•], a [•] organized and existing under the laws of
[•], having its registered office at [                                        ] (the “Transferee”), does hereby
transfer to the Transferee [•] ordinary shares of a par value of U.S.$1.00 per share, of Ternium
S.A., a société anonyme organized under the laws of Luxembourg, registered with the Luxembourg
Registre de Commerce et des Sociétés under section B number 98 668, and having its registered
office 46A, Avenue John F. Kennedy, L-1855 Luxembourg (the “Shares”), standing in the Transferor’s
name in the Register of Registered Shares of Ternium S.A. (the “Transfer”).



     The Transfer shall be effective between the Transferee and the Transferor as of the date of
this instrument.



     The Transferor (i) undertakes to notify Ternium S.A. and BNP Securities Services, Luxembourg
Branch, in its capacity as registrar of Ternium S.A., of the Transfer, (ii) authorizes BNP
Securities Services, Luxembourg Branch in its capacity as registrar of Ternium S.A., to record the
Transfer in the Register of Registered Shares of Ternium S.A. upon receipt of a copy hereof
(including a facsimile copy), and (iii) consents that the Shares remain registered to its name on
the Register of Registered Shares of Ternium S.A. until such time as BNP Securities Services,
Luxembourg Branch, in its capacity as registrar of Ternium S.A., enters the Transferee’s name in
the Register of Registered Shares of Ternium S.A. and records the Transfer.



     This Transfer is made by the Transferor to Transferee pursuant to the Purchase Agreement
entered into on [                    ], 2011 by and among the Transferor, the Transferee and Usinas
Siderúrgicas de Minas Gerais S.A. — Usiminas, a sociedade anônima organized under the laws of the
Federative Republic of Brazil.



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     IN WITNESS WHEREOF, the Transferor and the Transferee sign this transfer deed as of this [__]
day of [_____] of 2011 in four (4) identical original counterparts, one to be kept by the
Transferor, one to be kept by the Transferee, one to be delivered to Ternium S.A., and one to be
delivered to BNP Securities Services, Luxembourg Branch in its capacity as registrar of Ternium
S.A.



	 	 	 	 	 

	 

	 	Usiminas Europa A/S, as Transferor	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	[•], as Transferee	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







 











 





ANNEX C — FORM OF DEMAND REGISTRATION




[•], 2011                    




Ternium S.A.

46a, Avenue John F. Kennedy — 2nd floor

L-1855 Luxembourg

Attention: Pablo D. Brizzio, CFO

Facsimile: +54 (11) 4018-2786




     Re: Notice of Demand



     Ladies and Gentlemen:



     Reference is hereby made to that certain Transaction and Registration Rights Agreement (the
“Agreement”), by and among Ternium S.A., a public limited liability company (société
anonyme) incorporated under the laws of the Grand-Duchy of Luxembourg (the “Company”),
Techint Holdings S.àr.l., a private limited liability company (société à responsabilité limitée)
continued under the laws of the Grand-Duchy of Luxembourg (formerly I.I.I. Industrial Investments
Inc., a company organized under the laws of the Cayman Islands) (“Techint”), Usiminas
Europa A/S, an aktieselskaber organized under the laws of Denmark (“Usiminas Sub”), and
Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas, a sociedade anônima organized under the laws
of the Federative Republic of Brazil (“Usiminas Parent” and, together with Usiminas Sub,
“Usiminas”). Terms used but not defined in this letter shall have the meanings given them
in the Agreement.



     In accordance with Section 6(a) of the Agreement, Usiminas is hereby making a Demand
Registration for the registration of 285,731,726 Registrable Shares, less such number of Ordinary
Shares, if any, as the Company and/or Techint shall elect to purchase or cause any Designated
Subsidiary to purchase pursuant to a Purchase Election under Section 3(a) of the Agreement.



	 	 	 	 	 
	 	Very truly yours,



Usinas Siderúrgicas de Minas Gerais S.A. — Usiminas

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: