Unassociated Document


    FORBEARANCE
AGREEMENT

    


    


    This
Forbearance Agreement (the “Agreement”) is made this 17th day of
August, 2009, by and among COPPERWELD BIMETALLICS LLC, a Delaware limited
liability company (the “Company”), COPPERWELD BIMETALLICS UK LIMITED, a United
Kingdom private limited company (“CBUK”), and FUSHI COPPERWELD, INC., a Nevada
corporation formerly known as Fushi International, Inc. (“Fushi” and together
with CBUK, collectively, the “Guarantors;” the Guarantors and the Company,
collectively, the “Obligors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the
“Lender”), acting through its Wells Fargo Business Credit operating division, as
assignee of The CIT Group/Commercial Services, Inc.
(“CIT”).  Capitalized terms used herein and not defined herein shall
have the meanings provided in the Financing Agreement (as hereinafter
defined).

     

    R E C I T
A L S:

     

    WHEREAS,
the Company is obligated to the Lender pursuant to a Financing Agreement dated
April 5, 2007, as amended, between the Company and CIT, as assigned to the
Lender effective July 31, 2008 (the “Financing Agreement”), and various other
notes and documents executed by the Company in favor of CIT, as assigned to the
Lender (any and all amounts owing by the Company pursuant to the documents and
agreements evidencing and/or securing any debts, obligations and liabilities of
the Company to the Lender heretofore, now or hereafter made, incurred, or
created, arising out of credit previously granted, credit contemporaneously
granted, or granted in the future, whether for principal, interest, fees or any
other amount shall be hereinafter referred to as the “Obligations”);
and

     

    WHEREAS,
the Obligations are secured by the personal property described in the Financing
Agreement and other pledge agreements, collateral assignments and security
agreements executed in connection therewith, and perfected by financing
statements and other filings, as well as the delivery to the Lender of certain
assets, as described on Exhibit
A (the property described in the Financing Agreement and such other
pledge agreements, collateral assignments and security agreements and the
financing statements and other filings is hereinafter referred to as the
“Collateral”); and

     

    WHEREAS,
CBUK has provided a certain Guaranty of the Obligations dated April 5, 2007, and
Fushi has provided a certain Guaranty of the Obligations dated October 26, 2007,
as amended (each a “Guaranty”); and

     

    WHEREAS,
the Guarantors have provided security agreements and pledge agreements as more
fully described on Exhibit
B to secure the Obligations (the “Guarantor Security Documents”);
and

     

    WHEREAS,
by virtue of the occurrence of certain Events of Default under the Financing
Agreement as described in the Lender’s letter to the Company dated May 5, 2009
(the “Existing Defaults”), the Lender has no further obligation to make
additional Revolving Loans and is entitled to demand immediate payment of the
Obligations; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
the Lender has advised the Obligors that in light of such
Existing  Defaults as well as the Company’s current financial
condition and prospects, it is unwilling to commit to continue to provide
financing for the Company on a long term basis; and

     

    WHEREAS,
the Obligors have requested that the Lender forbear from taking action to
collect the Obligations and exercising any other rights and remedies against any
of the Obligors or the Collateral and that Lender provide further Revolving
Loans and other financial accommodations to the Company notwithstanding such
Existing Defaults to allow the Company time to obtain replacement financing;
and

     

    WHEREAS,
the Lender, subject to the terms and conditions of this Agreement, and in
reliance on information given by the Obligors to the Lender pursuant to and in
their negotiations, has agreed to forbear from seeking immediate payment of the
full amount of the Obligations and exercising any other rights and remedies
against any of the Obligors or the Collateral for the period through and
including October 31, 2009, or such earlier date as a Forbearance Event of
Default (as hereafter defined) has occurred and the Lender has elected to
terminate its agreement to forbear hereunder (the “Forbearance
Period”).

     

    NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     

    A G R E E
M E N T

     

    1.    Definitions.  All
terms not otherwise defined in this Agreement shall be defined as set forth in
the Financing Agreement.

     

    2.    Statement of the
Obligations.  The Obligors acknowledge and agree that the
Obligations owed by the Company to the Lender as of the date hereof are as
follows:  (i) the principal amount as of August 11, 2009 of Four
Million One Hundred Fifty Five Thousand Eight Hundred Seven and 03/100 Dollars
($4,155,807.03) consisting of outstanding Revolving Loans under the Financing
Agreement, (ii) accrued and unpaid interest to the date hereof; and
(iii) all costs and expenses (including attorneys’ fees) of the Lender
required to be paid pursuant to the Financing Agreement and this
Agreement.  The Obligors acknowledge and agree that the Obligations
have not been released or forgiven, that they are a legal, valid and binding
obligations of the Company, that they are payable in accordance with their
terms, and are not subject to any defenses, counterclaims or setoffs
whatsoever.  The Obligors agree that nothing contained in this
Agreement shall (i) nullify, extinguish, satisfy, release, discharge,
constitute a novation or otherwise affect any of the Obligors’ obligations to
the Lender; (ii) constitute a waiver of any default; or (iii) except as
expressly provided herein, vary or waive any of the terms of the
Obligations.

     

    3.           Security Interests of the
Lender.  Each of the Obligors acknowledges and agrees that the
Lender has a legal, valid, binding and enforceable first priority security
interest in the Collateral, subject only to the Permitted Encumbrances, and a
legal, valid, binding and enforceable first priority security interest in the
assets of the Guarantors subject to the Guarantor Security
Documents.

     

    
      
        
        

      

      
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    4.           Guaranties.  Each
of the Guarantors acknowledges and agrees that its Guaranty has not been
revoked, released, discharged or forgiven, and is a legal, valid, binding
obligation of such Guarantor party thereto enforceable against it in accordance
with its terms, and is not subject to any defenses, counterclaims or setoffs
whatsoever.  Each such Guarantor hereby acknowledges and consents to
and agrees to the terms and provisions of this Agreement.  Nothing
contained herein shall revoke, release, discharge or forgive the obligations of
the applicable Guarantor pursuant to its Guaranty.

     

     

    5.           Conditions
Precedent.   This Agreement shall become effective upon
the Lender’s receipt of an executed original hereof, together with each of the
following:

     

    (a)           From
each of the Company and each Guarantor, a Certificate of Authority in form and
content acceptable to the Lender.

    


    (b)           The
fee payable under Paragraph 6(d) hereof.

    


    (c)           Such
other matters as the Lender may require.

    


    6.           Consideration for
Forbearance.  In consideration of the Lender’s agreement to
forbear from taking certain actions during the Forbearance Period, the Obligors
agree that:

     

    (a)    During
the Forbearance Period:

     

    (i)           The
Obligors shall comply with the terms of this Agreement and the Financing
Agreement (as amended hereby) and provide to the Lender such financial and other
information required under or requested in accordance with this Agreement or the
Financing Agreement.

    


    (ii)           The
Obligors shall pay (a) all amounts due employees for wages, salary, and benefits
together with state and federal taxes (including, but not limited to, all sales,
withholding and social security taxes), (b) all premiums for insurance
(including but not limited to, all property and casualty, liability and worker’s
compensation insurance), and (c) real property and personal property tax
payments when due unless such taxes are being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP.

     

    (b)    During
the Forbearance Period, the Obligors shall furnish to the Lender on the day any
Obligor first obtains knowledge of the occurrence of any Forbearance Event of
Default (as hereinafter defined), a statement of an authorized representative of
the Company setting forth details of such Forbearance Event of
Default.

     

    (c)    During
the Forbearance Period, the Obligors shall continue to keep the Lender informed
of the status of potential refinancing of the Obligations.

     

    (d)    The
Company shall pay to the Lender a fully earned, non-refundable fee in the amount
of Fifty Thousand Dollars ($50,000).

     

    
      
        
        

      

      
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    7.           Amendment of the Financing
Agreement.  As further consideration for the Lender’s
agreements herein and in reliance on the information provided by the Obligors to
the Lender in connection herewith, the Lender and the Obligors agree that the
Financing Agreement shall be amended as follows:

     

     

    (a)           Amendment of Section
1.1.   Section 1.1 of the Financing Agreement is amended
upon execution of this Agreement by adding or amending the following
definitions:

     

    Availability
Reserve shall mean an amount equal to the sum of:

     

    (a)           any
reserve which the Lender may establish from time to time pursuant to the express
terms of this Financing Agreement, including such reserves against Net
Availability as the Lender deems necessary in the exercise of its reasonable
business judgment as a result of (i) negative forecasts and/or trends in the
Company’s business, industry, prospects, profits, operations or financial
condition or (ii) other issues, circumstances or facts that could otherwise
negatively impact the Company or its business, prospect, profits, operations,
industry, financial condition or assets (which amount as of August 11, 2009, and
after giving effect to the elimination of that portion of the Borrowing Base
related to Eligible Off-Site Inventory consisting of raw materials, work in
process and consignment Inventory, was equal to $347,200; provided, however, that at such
time, if any, as the Lender is satisfied, in its sole discretion, that it has a
valid first priority security interest in the Company’s Equipment, the foregoing
portion of the Availability Reserve shall be reduced by $347,200 (provided in no event
shall the elimination of such portion of the Availability Reserve prohibit the
Lender from thereafter establishing such additional reserves as it deems
necessary in the exercise of its reasonable business judgment);

     

    (b)           a
reserve for obsolescence as established by the Lender from time to time (which
amount as of August 11, 2009, was $235,000); plus

     

    (c)           the
Nexans Reserve (which amount as of August 11, 2009, was $85,000).

    


    Borrowing
Base shall mean, at any time, the sum at such time of:

     

    (a)           eighty-five
percent (85%) of the Company’s outstanding Eligible Accounts Receivable; plus

     

    (b)           the
lesser of (i) $2,500,000 or (ii) ninety percent (90%) of the Company’s
outstanding Eligible Foreign Accounts Receivable; plus

     

    (c)           the
least of (i) $2,000,000 or (ii) the sum of (1) fifty percent (50%) of the
aggregate value of the Eligible On-Site Inventory consisting of raw materials
and finished goods Inventory plus (2) the lesser
of (x) $750,000 or (y) thirty seven percent (37%) of the aggregate value of the
Eligible On-Site Inventory consisting of work-in-process Inventory, in each case
valued at the lower of cost or market on a first in, first out basis, or (iii)
eighty-five percent (85%) of the Net Orderly Liquidation Value of the Company’s
Inventory, or (iv) the Accounts Receivable Availability; plus

     

    
      
        
        

      

      
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    (d)           the
lesser of (i) the Letter of Credit Collateral Loan Cap or (ii) one hundred
percent (100%) of the face amount of all Letter of Credit Collateral; less

     

    (e)           the
amount of the Availability Reserve in effect at such time.

     

    Daily
Three Month LIBOR shall mean, for any day, the rate of interest equal to
LIBOR then in effect for delivery for a three (3) month period.  When
interest is determined in relation to Daily Three Month LIBOR, each change in
the interest rate shall become effective each Business Day that the Lender
determines that Daily Three Month LIBOR has changed.

     

    LIBOR
shall mean the rate per annum (rounded upward, if necessary, to the nearest
whole 1/8th of one
percent (1%)) determined pursuant to the following formula:

    


    
      
        
          	
                  LIBOR
      =

                	
                  Base
      LIBOR

                
	 
      	
                  100%
      - LIBOR Reserve
Percentage

                


        

      

    

     

    (a)           “Base
LIBOR” means the rate per annum for United States dollar deposits quoted by the
Lender for the purpose of calculating Daily Three Month LIBOR as the Inter-Bank
Market Offered Rate in effect from time to time for three (3) month delivery of
funds in amounts approximately equal to the principal amount of such
loans.  The Company understands and agrees that the Lender may base
its quotation of the Inter-Bank Market Offered Rate upon such offers or other
market indicators of the Inter-Bank Market as the Lender in its discretion deems
appropriate, including but not limited to the rate offered for U.S. dollar
deposits on the London Inter-Bank Market.

     

    (b)           “LIBOR
Reserve Percentage” means the reserve percentage prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for “Eurocurrency
Liabilities” (as defined in Regulation D of the Federal Reserve Board, as
amended), adjusted by the Lender for expected changes in such reserve percentage
during the applicable Interest Period.

    


    Revolving
Line of Credit shall mean the commitment of the Lender to make Revolving
Loans pursuant to Section 3 of this
Financing Agreement in an aggregate amount equal to Seven Million Dollars
($7,000,000) of which no more than Two Million Five Hundred Thousand Dollars
($2,5000,000) shall consist of Foreign Revolving Loans.

    


    (b)           Amendment of Section
3.1(a).  Section 3.1(a) of the Financing Agreement shall be
amended to read as follows:

    


    
      
        
        

      

      
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    (a)           Amounts
and Requests.  Subject to the terms and conditions of this
Financing Agreement, Lender agrees to make loans and advances to the Company on
a revolving basis (i.e. subject to the limitations set forth herein, the Company
may borrow, repay and re-borrow Revolving Loans).  In no event shall
Lender have an obligation to make a Revolving Loan to the Company, nor shall the
Company be entitled to request or receive a Revolving Loan, if (i) unless
otherwise agreed by Lender, a Default or Event of Default shall have occurred
and remain outstanding on the date of request for such Revolving Loan or the
date of the funding thereof, (ii) the amount of such Revolving Loan, when added
to the principal amount of the Revolving Loans outstanding would exceed the
Revolving Lien of Credit, or (iii) the amount of such Revolving Loan would
exceed the Net Availability of the Company on the date of the request therefor
or the funding thereof.  Any request for a Revolving Loan must be
received by an officer of Lender no later than 12:00 noon, New York time, on the
Business Day on which such Revolving Loan is required.

    


    (c)           Amendment of Section
6.1(b).  Section 6.1(b) of the Financing Agreement shall be
amended by amending parts (i) and (ii) thereof to read as follows:

    


    (i)           all
Collateral which is presently in existence or hereafter acquired and which is
owned by the Company or in which the Company has any interest, whether held by
the Company or by others for the Company’s account, and wherever located, and,
if any Collateral is Equipment, whether the Company’s interest in such Equipment
is as owner, lessee or conditional vendee;

    


    (ii)           all
Equipment whether the same constitutes personal property or fixtures, including,
but without limiting the generality of the foregoing, all dies, jigs, tools,
benches, molds, tables, accretions, component parts thereof and additions
thereto, as well as all accessories, motors, engines and auxiliary parts used in
connection with, or attached to, the Equipment; and

    


    (d)           Amendment of Section
6.6(a).  Section 6.6(a) of the Financing Agreement shall be
amended to read as follows:

    


    (a)           Maintenance
of Equipment.  The Company
agrees to (i) maintain the Equipment in as good and substantial repair and
condition as the Equipment is now maintained (or at the time that the Lender’s
security interest may attach to the Equipment), reasonable wear and tear
excepted, (ii) make any and all repairs and replacements when and where
necessary, and (iii) safeguard, protect and hold all Equipment in accordance
with the terms hereof and subject to the Lender’s security
interest.  The Equipment will only be used by the Company in the
operation of its business and will not be sold or held for sale or lease, except
as otherwise expressly agreed in writing by the Lender.

    


    (e)           Amendment of Section
8.1(a).  Section 8.1(a) of the Financing Agreement shall be
amended to read as follows:

    


    
      
        
        

      

      
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    (a)           Interest
on Revolving Loans.  Interest on the daily debit balance of the
Revolving Loan Account at the close of each day during each month shall be due
and payable monthly on the first day of the immediately following month and
shall accrue at a rate per annum equal to the Daily Three Month LIBOR plus six percent
(6.0%).  In the event of any change in said Daily Three Month LIBOR,
the rate set forth in the first sentence of this Section 8.1(a) shall
change, effective as of the date of such change, so as to remain equal to the
Daily Three Month LIBOR plus six percent
(6.0%).  All interest rates shall be calculated based on a 360-day
year and actual days elapsed.

     

    8.           Forbearance.  Provided
the Obligors strictly comply with all of the terms of this Agreement and no
Forbearance Event of Default occurs:

     

    (a)    The
Lender agrees to forbear during the Forbearance Period from seeking immediate
payment of the full amount of the Obligations and exercising any other rights
and remedies against any of the Obligors or the Collateral.  The
Lender’s agreement contained herein shall not nullify, extinguish, satisfy,
release, discharge or otherwise effect the Obligors’ obligations to the Lender,
or constitute a waiver of any Event of Default.  The Obligors
acknowledge and agree that there is no promise, express or implied, on the part
of the Lender to forebear beyond October 31, 2009, and the Obligors further
agree that if any of the terms or conditions of this Agreement are not satisfied
within the sole discretion of the Lender, or any Forbearance Event of Default
occurs, the Lender’s agreement to forebear shall, at the election of the Lender,
immediately terminate and the Forbearance Period shall terminate.  As
of the end of the Forbearance Period the Lender shall have all of its rights and
remedies, including the right to demand immediate payment in full of the
Obligations.

     

    (b)    The
Lender will consider requests for additional Revolving Loans during the
Forbearance Period in accordance with the terms of the Financing Agreement, as
amended herein; provided, however, that if any
of the terms or conditions of this Agreement are not satisfied within the sole
discretion of the Lender, or any Forbearance Event of Default occurs, the Lender
may at any time, within its sole discretion, decline to make further Revolving
Loans in accordance with the Financing Agreement and the making of any Revolving
Loans shall not be deemed to be a waiver of its right to refuse to make further
Revolving Loans.

     

    9.           Acknowledgments and
Waivers.  The Obligors acknowledge and agree as
follows:

     

    (a)    All of
the Recitals are true and correct.

     

    (b)    The
Existing Defaults have occurred, and, prior to giving effect to the Lender’s
agreements contained herein, the Lender is entitled to accelerate payment of the
entire amount of the Obligations.  The Lender’s agreement to forbear
is not a waiver of the Existing Defaults or any other Event of
Default.  No further notice of default is required with respect to the
Obligations.  There has been no promise by the Lender, whether express
or implied, to forbear beyond the Forbearance Period and the Obligors understand
that, unless otherwise expressly agreed by the Lender, all of the Obligations
are immediately due and payable in any event as of the conclusion of the
Forbearance Period or the earlier termination of this Agreement as provided
herein.

     

    
      
        
        

      

      
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    (c)    The
Obligors are liable, without offset, defense or counterclaim, to the Lender for
payment and performance of all obligations of and liabilities of the Company
arising under the Financing Agreement, this Agreement and all other documents to
which the Company is a party, and this Agreement, the Financing Agreement and
the other Loan Documents are the legal, valid, binding obligation of the Company
and are enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, moratorium, fraudulent transfer and other
laws affecting creditors’ rights generally, and subject to general principles of
equity, regardless of whether considered in a proceeding at law or in
equity.  Further, nothing contained herein shall constitute a defense
to or otherwise affect the Company’s obligations to the Lender.

     

    (d)    The
Lender has no obligation to lend any further amounts to the
Company.  Any additional Revolving Loans shall not constitute a
“course of dealing” or other evidence of any change in the “discretionary”
nature of the Credit Facility on account of the occurrence of Events of
Default.

     

    10.           Representations and
Warranties of the Obligors.  In order to induce the Lender to
enter into this Agreement, and in recognition of the fact that the Lender is
acting in reliance thereupon, the Obligors hereby covenant, represent and
warrant to the Lender that:

     

    (a)    Each of
the Obligors is duly incorporated or organized, as applicable, validly existing
and in good standing under the laws of their respective states of incorporation
or organization, and has the power and authority and the legal right to own and
operate its property, to lease the property it operates, and to conduct the
business in which it is currently engaged.

     

    (b)    Each of
the Obligors has the power and authority to enter into, deliver, issue and
perform all of their obligations under this Agreement.  This
Agreement, when duly executed and delivered on behalf of each Obligor, will
constitute the legal, valid and binding obligations of each Obligor, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium, fraudulent transfer and other laws affecting creditors’
rights generally, and subject to general principles of equity, regardless of
whether considered in a proceeding at law or in equity.

     

    (c)    Other
than those already obtained or that shall be obtained simultaneously with the
effectiveness of this Agreement, no consent or authorization of, filing with, or
act by or in respect of any governmental authority, is required in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement.  The execution, delivery and performance of this Agreement
(i) has been duly authorized by all necessary action, where applicable, (ii)
will not violate any requirement of law or any contractual obligation of any
Obligor, and (iii) will not result in, or require, the creation or imposition of
any lien on any of its or his properties or revenues pursuant to any requirement
of law or contractual obligation.

     

    
      
        
        

      

      
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    (d)    No
information, financial statement, exhibit or report furnished by the Obligors to
the Lender in connection with the negotiation of, or pursuant to, this Agreement
contains any material misstatement of fact, omits to state a material fact, or
omits any fact necessary to make the statements contained therein, in light of
the circumstances in which they were made, not misleading.

     

    11.           Forbearance Events of
Default.  A “Forbearance Event of Default” shall have occurred
hereunder if:

     

    (a) Any
Obligor fails to comply with any term, covenant or agreement contained herein;
or

     

    (b) The
Company fails to pay, when due, or within any applicable grace period, interest,
principal, fees or any other amount due to the Lender pursuant to the Financing
Agreement, as amended hereby, or pursuant to this Agreement; or

     

    (c) The
Obligors fail to pay, when due, (a) all amounts due employees for wages, salary,
and benefits together with state and federal taxes (including, but not limited
to, all sales, withholding and social security taxes), (b) all premiums for
insurance (including but not limited to, all property and casualty, liability
and worker’s compensation insurance), and (c) real property and personal
property tax payments unless such taxes are being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP; or

     

    (d) Any
“Event of Default”, as that term is defined in any document evidencing or
securing the Obligations, other than the Existing Defaults or any further Event
of Default occurring on account of the Company’s non-compliance with the
provisions of Section
7.3(b) of the Financing Agreement, occurs after the date hereof;
or

     

    (e) Any other
material adverse change in the business, financial condition or property of the
Company as in effect as of the date hereof occurs.

     

    Upon the
occurrence of a Forbearance Event of Default hereunder, the Forbearance Period
shall, at the election of the Lender, immediately terminate, without notice to
the Obligors, and the Lender shall have all of its rights and remedies as
provided in the Financing Agreement and the other Loan Documents, as well as any
further rights and remedies provided by law.  The Lender’s receipt of
any payment after the occurrence of any Forbearance Event of Default shall not
constitute a waiver of the Forbearance Event of Default or of the Lender’s
rights and remedies upon such Forbearance Event of Default.

     

    12.           Release.  Each
Obligor forever releases and discharges the Lender and its affiliates, officers,
directors, shareholders, agents, representatives, attorneys and employees
(collectively, the “Released Parties”), and each of them, past and present, from
any and all actions, obligations, costs, damages, losses, claims, liabilities
and demands of whatever kind and nature which each Obligor has had, now has or
hereafter may have, arising from or by reason of or in any way connected with
any transaction contemplated by, or any matter, event or circumstance arising
out of or related, to the Financing Agreement or this Agreement, which occurred
or existed prior to the date hereof.  It is understood and agreed that
this release is not to be construed as an admission of liability on the part of
the Lender or the Released Parties.

     

    
      
        
        

      

      
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    13.           Limitation of
Liability.  Neither the Lender nor any of its affiliates,
directors, officers, agents, attorneys or employees shall be liable to any
Obligor for any action taken, or omitted to be taken, by it or them or any of
them under this Agreement or in connection therewith except that no person shall
be relieved of any liability imposed by law for gross negligence or willful
misconduct.  No claim may be made by any Obligor against the Lender,
or any of its affiliates, directors, officers, employees, attorneys or agents
for any special, indirect, consequential or punitive damages in respect of any
breach or wrongful conduct (whether the claim is based in contract or tort or
duty imposed by law) arising out of or related to the transactions contemplated
by this Agreement or any act, omission or event occurring in connection
therewith.  Each Obligor hereby waives, releases and agrees not to sue
upon any claim for any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.

     

    14.           Waiver of
Stay.  The Obligors further covenant and agree that if any
petition in bankruptcy or similar proceeding is filed, whether the petition is
filed voluntarily and/or involuntarily, by or affecting any Company, the Lender
shall, upon request, be entitled to, and the Company shall consent to, immediate
and complete relief from the automatic stay and/or moratorium arising out of or
related to the bankruptcy action, proceeding and/or petition and the Lender
shall be permitted to proceed to protect and enforce its rights or remedies
either by suit in equity or by action of law, or both.  The Obligors
covenant and agree, upon request of the Lender, to join with the Lender in
filing the appropriate pleadings to request relief from the automatic stay
and/or moratorium, including but not limited to executing an agreed order for
relief from the automatic stay.

     

    15.           Representation by
Counsel.  This Agreement is entered into freely and voluntarily
by each Obligor, each of which has had the opportunity to have this Agreement
reviewed by legal counsel of its own choosing and each of the Obligors
acknowledges that it has reviewed this Agreement, that its understanding of this
Agreement is based upon such review and not based upon any statements,
representations or actions of the Lender and that its execution of this
Agreement is not under duress or coercion.

     

    16.           Miscellaneous.

     

    (a) The terms
and conditions stated herein shall constitute the complete and exclusive
statement of the terms hereof and shall supersede all prior oral or written
statements of any kind whatsoever made by the parties or their representatives
concerning the terms hereof.  No statement or writing subsequent to
the date hereof which purports to modify or add to the terms or conditions
hereof shall be binding unless contained in a writing which makes specific
reference to this Agreement and which is signed by all parties
hereto.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (b) This
Agreement inures to the benefit of the Lender and its successors and assigns,
and it binds each Obligor and its successors and assigns.  This
Agreement may be executed in any number of counterparts which shall be effective
as to each signatory upon execution of any counterpart by such
signatory.

     

    (c) This
Agreement shall be governed by and construed in accordance with the laws of the
State of Wisconsin.

     

    (d) Without
limitation of any terms or provisions of the Loan Documents, the Obligors shall
be obligated to pay all the fees and out-of-pocket expenses incurred by the
Lender in connection with the review, negotiation, preparation and execution of
this Agreement including, but not limited to reasonable attorneys’ fees and
disbursements, and in the event that any action shall be required in order to
collect upon the Obligations, all of the Lender’s fees and out-of-pocket
expenses incurred in connection therewith, including all attorneys’ fees and
disbursements.

     

    (e) Except as
amended by this Agreement, all of the terms and conditions of the Loan Documents
shall remain in all other respects in full force and effect.

     

    (f) ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OBLIGOR ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF WISCONSIN, COUNTY OF MILWAUKEE.

     

    (g) EACH OF
THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE DEALINGS BETWEEN THE PARTIES HERETO.  EACH
PARTY HERETO ACKNOWLEDGES THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO
THIS AGREEMENT AND THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO
THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR
FUTURE DEALINGS.

    
       

      
        
          
            	
                    
                       

                    

                  	
                    
                      WELLS
      FARGO BANK, NATIONAL

                      ASSOCIATION

                       

                       

                       

                      By: 
      /s/ Brian P.
      Bur                                               
      

                      Brian
      P. Bur, Assistant Vice
President

                    

                  


          

        

        
           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        	 	
                COPPERWELD
      BIMETALLICS LLC

                 

                 

                By:     
      /s/ Dawn
      Griffith                                        
      

                Name:
      Dawn
      Griffith                                                                

                Title:  
      VP
      Finance                                                                

                 

              
	 	
                COPPERWELD
      BIMETALLICS UK LIMITED

                 

                 

                

                  By:     
      /s/ Dawn
      Griffith                                        
      

                  Name:
      Dawn
      Griffith                                                                

                  Title:  
      VP Finance                                                                

                

                 

              
	 	
                FUSHI
      COPPERWELD, INC.

                 

                 

                By:      /s/ Chris
      Wang                                             
      

                Name: Chris
      Wang                                                               

                Title:  
      President                                                               

                 

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
A

    


    Company
Collateral

    


    Copperweld Bimetallics
LLC

    


    Security Agreement –
Intellectual Property dated April 5, 2007 among Copperweld Bimetallics
LLC and The CIT Group/Commercial Services, Inc.

    


    Pledge Agreement
dated April 5, 2007 among Copperweld Bimetallics LLC and The CIT
Group/Commercial Services, Inc. (including Consent of the
Subsidiaries)

    


    Consent Agreement
dated July 18, 2007 among Copperweld Bimetallics LLC, Copperweld Holdings, LLC,
Copperweld Bimetallics International Holdings LLC, International Manufacturing
Equipment Suppliers, LLC and The CIT Group/Commercial Services,
Inc.

    


    Collateral Assignment of
License Agreement dated April 5, 2007 among Copperweld Bimetallics LLC
and The CIT Group/Commercial Services, Inc. (Including Consent and Agreement of
Licensor to Collateral Assignment)

    


    Collateral Assignment of
Trilogy Agreement dated April 5, 2007 among Copperweld Bimetallics LLC
and The CIT Group/Commercial Services, Inc.

    


    UCC financing
statement No. 2007 0839059, filed with the Delaware Secretary of State on
March 6, 2007 listing Copperweld Bimetallics LLC as Debtor and The CIT
Group/Commercial Services, Inc. as Secured Party.  This filing covers
All Assets (excluding any and all Equipment, including all proceeds thereof,
pursuant to Collateral Amendment No. 2007 4107099 filed on October 30,
2007)

    


    UCC financing
statement  No. 2007 0838978, filed with the Delaware Secretary
of State on March 6, 2007 listing Copperweld Bimetallics LLC as Debtor and The
CIT Group/Commercial Services, Inc. as Secured Party.  This filing
covers All of Debtor’s rights, titles and interests in, to and under all of the
issued and outstanding shares of capital stock, membership interests,
partnership interests or other ownership interests of Copperweld Bimetallics
International Holdings LLC (100% membership interest) and Copperweld Bimetallics
UK Limited (65% membership interest)

    


    Shares Charge dated
April 5, 2007 among Copperweld Bimetallics LLC (as Chargor), The CIT
Group/Commercial Services, Inc. (as Lender) and Copperweld Bimetallics UK
Limited (as Company) (as Registered with the Registrar of Companies on April 24,
2007)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
B

    


    Guarantor
Security Documents

    


    Copperweld Bimetallics UK
Limited

    


    Guaranty dated April
5, 2007, among Copperweld Bimetallics UK Limited and The CIT Group/Commercial
Services, Inc.

    


    Fushi Copperweld, Inc.
(formerly known as Fushi International, Inc.)

    


    Guaranty dated
October 26, 2007 among Fushi International, Inc. and The CIT Group/Commercial
Services, Inc. (as amended by First Amendment to Guaranty dated June 17,
2008)

    


    Pledge Agreement
dated October 26, 2007 among Fushi International, Inc. and The CIT
Group/Commercial Services, Inc. (Including consents of the LLCs)

    


    UCC financing
statement  No. 2007035914-4, filed with the Nevada Secretary of
State on October 30, 2007 listing Fushi International, Inc. as Debtor and The
CIT Group/Commercial Services, Inc. as Secured Party.  This filing
covers All of Debtor’s rights, titles and interests in, to and under all of the
issued and outstanding shares of capital stock, membership interests,
partnership interests or other ownership interests of Copperweld Holdings, LLC
(100% membership interest) and International Manufacturing Equipment Suppliers,
LLC (100% membership interest)