Unassociated Document


    Exhibit
10.1

    


    


     

    


     

    


     

    


     

    NOTES
PURCHASE AGREEMENT

    


    


    by and
among

    


    


    FUSHI
COPPERWELD, INC.

    


    and

    


    THE
HOLDERS PARTY HERETO

    


    


     

    


     

    


     

    


     

    


     

    


     

    Dated:  February
26, 2010

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Notes Purchase Agreement (this “Agreement”)
is dated as of February 26, 2010, by and between Fushi Copperweld, Inc.
(formerly known as Fushi International, Inc.), a Nevada corporation (the “Company”),
and the Holders signatory hereto (collectively, “Holders”).

     

    WHEREAS,
the Company originally issued and sold Guaranteed Senior Secured Floating Rate
Notes Due 2012 (the “Notes”)
in the aggregate principal amount of $40,000,000 pursuant to the provisions of
an indenture (the “Indenture”),
dated as of January 25, 2007, among the Company and The Bank of New York Mellon
(formerly known as The Bank of New York), as trustee (the “Trustee”).  Terms
used but not defined herein shall have the meaning ascribed to such terms in the
Indenture;

     

    WHEREAS,
the Holders signatory hereto are all of the Holders under the Indenture and hold
all of the outstanding Notes as of the date hereof;

     

    WHEREAS,
all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Indenture;

     

    NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

     

    1.    Purchase
of Notes.

     

    Subject
to the terms and conditions of this Agreement, the Company agrees to buy from
each Holder and each Holder agrees to sell to the Company on February 26, 2010
(the “Purchase
Date”) the Notes in the original principal amount and for the purchase
price set forth opposite such Holder’s name on Schedule 1 attached hereto
(“Schedule 1”)
(the purchase price shall be equal to 102.0% of the outstanding principal amount
of such Notes plus any accrued and unpaid interest on the Notes to the Purchase
Date, exclusive (the “Purchase
Amount”)).

     

    2.    Payment of the Purchase
Amount

     

    The Company shall cause the applicable
Purchase Amount to be paid to the Holders on the Purchase Date by remitting such
Purchase Amount, in immediately available funds, to the Nominated Account of
such Holder set forth opposite such Holder’s name on Schedule 1.

     

    3.    Repurchase,
Delivery and Cancellation.

     

    Subject to receipt by the respective
Holder of the Purchase Amount in the Nominated Account, such Holder shall
transfer or cause to be transferred the Notes set forth opposite its name on
Schedule 1 (i) if through Euroclear, to account number 23520 and (ii) if through
Clearstream, pursuant to the instructions set forth on Schedule 2 attached
hereto, in each case, no later than 10:00 a.m. (New York City time) on the
second Business Day following the Purchase Date.

     

    4.    Discharge of
Indenture

     

    Each
Holder acknowledges that, upon purchase of the Notes hereunder and transfer of
the Notes as required under Section 3 of this Agreement, the Company shall
request the satisfaction and discharge of the Indenture by the Trustee pursuant
to Section 11.01 of the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Representations
and Warranties.

     

    
      	
              (a)  

            	
              Holders.  Each
      Holder, individually, represents and warrants, as of the date hereof and
      as of the Purchase Date, to the Company as
  follows:

            


    

     

    
      	
            	
              (i)  

            	
              Such
      Holder is duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its organization and has all power and
      authority required to use its properties and conduct its
      business.

            


    

     

    
      	
            	
              (ii)  

            	
              Such
      Holder has all requisite power and authority to execute, deliver and
      perform its obligations under this Agreement.  The execution,
      delivery and performance of this Agreement by such Holder have been duly
      authorized by all necessary action on the part of such
    Holder.

            


    

     

    
      	
            	
              (iii)  

            	
              This
      Agreement has been duly executed and delivered by such Holder and
      constitutes a valid and binding obligation of such Holder, enforceable
      against such Holder in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or other similar laws relating to
      or affecting creditors’ rights generally and by general principles of
      equity.

            


    

     

    
      	
            	
              (iv)  

            	
              No
      regulatory approval is required to be obtained by such Holder in
      connection with the execution, delivery and performance of this Agreement.
      The execution, delivery and performance of this Agreement will not (i)
      violate any provision of the constitutional documents of such Holder, (ii)
      result in the violation of any law applicable to such Holder, (iii)
      violate or constitute a default under or give rise to any third parry
      rights under any agreement or instrument applicable to such Holder or any
      of its assets, or (iv) result in the imposition of any security interest
      upon any assets of such Holder, except for such violations, defaults,
      third party rights and security interest under clauses (ii), (iii) and
      (iv) that, individually and in the aggregate, neither have had nor are
      reasonably likely to have a material adverse effect on the ability of such
      Holder to perform its obligations under this
  Agreement.

            


    

     

    
      	
            	
              (v)  

            	
              Such
      Holder has the sole beneficial interest in all the Notes to be sold by it
      on the Purchase Date in accordance with this Agreement, in each case, free
      and clear of any lien, security interest, claim or encumbrance and will be
      selling such Notes free and clear of any lien, security interest, claim or
      encumbrance to the Company hereunder.  Such Holder does not own,
      beneficially or of record, any Notes other than those set forth opposite
      its name on Schedule 1.

            


    

     

    
      	
            	
              (vi)  

            	
              Such
      Holder has sufficient knowledge and experience in finance, securities,
      investments and other business matters to be able to protect its interests
      in connection with the transfer contemplated
  hereunder.

            


    

     

     

    


    
      	
              (b)  

            	
              The
      Company.  The Company represents and warrants, as of the
      date hereof and as of the Purchase Date, to each Holder as
      follows:

            


    

     

    
      	
            	
              (i)  

            	
              The
      Company has all requisite corporate power and legal authority to execute,
      deliver and perform his obligations under this Agreement.  The
      execution, delivery and performance of this Agreement have been duly
      authorized by all necessary action on the part of the Company, including
      approval of the Company’s Board of Directors, to the extent
      required.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (ii)  

            	
              This
      Agreement has been duly executed and delivered by the Company and
      constitutes a valid and binding obligation of the Company, enforceable
      against the Company in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or other similar laws relating to
      or affecting creditors’ rights generally and by general principles of
      equity.

            


    

     

    
      	
            	
              (iii)  

            	
              No
      regulatory approval is required to be obtained by the Company in
      connection with the execution, delivery and performance of this Agreement.
      The execution, delivery and performance of this Agreement will not (i)
      violate any provision of the constitutional documents of the Company, (ii)
      result in the violation of any law applicable to the Company, (iii)
      violate or constitute a default under or give rise to any third party
      rights under any agreement or instrument applicable to the Company or any
      of its assets, or (iv) result in the imposition of any security interest
      upon any assets of the Company, except for such violations, defaults,
      third party rights and security interest under clauses (ii), (iii) and
      (iv) that, individually and in the aggregate, neither have had nor are
      reasonably likely to have a material adverse effect on the ability of
      Company to perform his obligations under this
  Agreement.

            


    

     

    6. Miscellaneous.

     

    
      	
              (a)  

            	
              Notices
      given pursuant to any provision of this Agreement shall be addressed as
      follows: (i) if to the Company, to the attention of: Wenbing Chris Wang,
      President, TYG Center Tower B Suite 2601, Dongsanhuan Bei Lu Bing
      2,  Beijing  People’s Republic of China, 100027, Fax:
      (86) 10 8447
      8847, with a copy to Loeb
      & Loeb LLP, 345 Park Avenue, New York, NY 10154, Fax: (212) 407-4990,
      Attention:  Mitchell S. Nussbaum, Esq. and (ii) if to a
      Holder, to the address set forth on such Holder’s signature page
      hereto.

            


    

     

    
      	
              (b)  

            	
              This
      Agreement has been and is made solely for the benefit of and shall be
      binding upon each of the parties to this Agreement, and their respective
      heirs, executors, administrators, successors and assigns, all as and to
      the extent provided in this Agreement, and no other person shall acquire
      or have any right under or by virtue of this
  Agreement.

            


    

     

    
      	
              (c)  

            	
              THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF THE STATE OF NEW YORK.

            


    

     

    
      	
              (d)  

            	
              Each
      of the parties hereto agrees that any suit, action or proceeding against
      such party arising out of or based upon this Agreement or the transactions
      contemplated hereby may be instituted in any State or U.S. federal court
      in The City of New York and County of New York, and waives any objection
      which it may now or hereafter have to the laying of venue of any such
      proceeding, and irrevocably submits to the non-exclusive jurisdiction of
      such courts in any suit, action or
proceeding.

            


    

     

    
      	
              (e)  

            	
              The
      parties hereto each hereby waive any right to trial by jury in any action,
      proceeding or counterclaim arising out of or relating to this
      Agreement.

            


    

     

    
      	
              (f)  

            	
              No
      failure to exercise, and no course of dealing with respect to, and no
      delay in exercising, any right, power or remedy hereunder shall operate as
      a waiver thereof; nor shall any single or partial exercise of any right,
      power or remedy hereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or
  remedy.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              (g)  

            	
              This
      Agreement may be signed in various counterparts which together shall
      constitute one and the same
instrument.

            


    

     

    
      	
              (h)  

            	
              The
      headings in this Agreement are for convenience of reference only and shall
      not limit or otherwise affect the meaning of any provision of this
      Agreement.

            


    

     

    
      	
              (i)  

            	
              If
      any term, provision, covenant or restriction of this Agreement is held by
      a court of competent jurisdiction to be invalid, illegal, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions set forth herein shall remain in full force and effect and
      shall in no way be affected, impaired or invalidated, in each case, to the
      extent permitted by applicable law, and the parties hereto shall use their
      best efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term,
      provision, covenant or restriction.  It is hereby stipulated and
      declared to be the intention of the parties that they would have executed
      the remaining terms, provisions, covenants and restrictions without
      including any of such that may be hereafter declared invalid, illegal,
      void or unenforceable, to the extent permitted by applicable
      law.

            


    

     

    
      	
              (j)  

            	
              This
      Agreement may be amended, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may be given; provided that
      the same are in writing and signed by all of the signatories
      hereto.

            


    

     

    
      	
              (k)  

            	
              Each
      Holder hereby agrees as follows:

            


    

     

    
      	
            	
              (i)  

            	
              Each
      Holder shall, at the cost of the Company, execute and shall, in its
      capacity as a Holder of the Notes, direct the Trustee to execute such
      further documents and agreements as the Company reasonably requests to
      effectuate the terms of this Agreement or consummate the transactions
      contemplated hereby;

            


    

     

    
      	
            	
              (ii)  

            	
              Upon
      the Company’s payment in full of the Purchase Amount in accordance with
      this Agreement, each Holder agrees and acknowledges that it shall have no
      further interest in the Notes or the Indenture and that the obligations of
      the Company to such Holder arising from the Indenture shall have been paid
      in full;

            


    

     

    
      	
            	
              (iii)  

            	
              With
      respect to the Notes to be sold in accordance with this Agreement, each
      Holder shall not, for three Business Days after the date of this
      Agreement, (x) sell, transfer, pledge, convey, or otherwise dispose of its
      interest in such Notes (in whole or in part) other than to the Company as
      provided in this Agreement or (y) exercise, or encourage, cause, direct,
      or instruct the Trustee to exercise, any rights or remedies that the
      Holders have against the Company under the
  Indenture;

            


    

     

    
      	
            	
              (iv)  

            	
              Subject
      to payment in full of the Purchase Amount, each Holder, as the Holder of
      the Notes, from the date hereof, by executing this
      Agreement,  agrees and acknowledges that the execution and
      performance by the Company under this Agreement shall not be deemed a
      breach, Default or Event of Default under the Indenture or any related
      agreement, instrument or document;
and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (v)  

            	
              In
      the event the Company does not comply with any of its obligations under
      this Agreement, each Holder’s agreements set forth in clauses (i) through
      (iv) above in this Section 6(k) shall be null and void ab initio and of no
      force and effect, and any waiver provided by such Holder shall be
      rescinded.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Company and the Holders have executed this Agreement as of
the date set forth above.

     

     

     

    
      
        
          	 	
                  COMPANY:

                   

                  FUSHI COPPERWELD, INC.

                	 
	 	 	 	 
	
                   
      

                	
                  By:
      

                	/s/ Wenbing
      Chris Wang	 
      
	 	 	Name:
      Wenbing Chris Wang 	 
	 	 	Title:  President	 
	 	 	 	 


        

      

    

           

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [HOLDERS:]

     

    ______________________________,
as a Holder

    


    By:
______________________________________

    Name:

    Title:

     

    


     

    Address for Notices:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
1

     

    [Intentionally
Omitted]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
         SCHEDULE
2