SC TO-T

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

Oregon Steel Mills, Inc.

(Name of Subject Company (Issuer))

Oscar Acquisition Merger Sub, Inc.

Evraz Group S.A.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share
(together with the associated stock purchase rights)

(Title of Class of Securities)

686079104
(CUSIP Number of Class of Securities)

Valery I. Khoroshkovsky
Chief Executive Officer
Evraz Group S.A.
1 Allée Scheffer
L-2520 Luxembourg
+7 (495) 232-1370

(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
William A. Groll, Esq.
Neil Q. Whoriskey, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,300,201,998	$246,122

*

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 36,366,830 shares of common stock, par value $0.01 per share, of Oregon Steel Mills, Inc. outstanding on a fully diluted basis, consisting of: (a) 35,818,848 shares of common stock issued and outstanding, (b) 156,911 shares of common stock issuable on or before expiration of the offer pursuant to existing stock options, (c) 15,591 shares of common stock subject to lapse or vesting restrictions and (d) 375,480 Shares underlying other outstanding equity awards and (ii) the tender offer price of $63.25 per Share.

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.000107.

o

Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check

the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check

the following box if the filing is a final amendment reporting the results of the tender offer: o

Page 1 of 6 pages
Exhibit Index begins on Page 6

CUSIP Number:
686079104 Page 2 of 6
pages

        This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer by Oscar Acquisition Merger Sub, Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 30, 2006 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of Purchaser and Evraz. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

Item 1. Summary Term Sheet.

        The information set forth in the "Summary Term Sheet" in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

        (a)   The name of the subject company is Oregon Steel Mills, Inc. Oregon Steel's principal executive office is located at 1000 S.W. Broadway, Suite 2200, Portland, Oregon 97205. Oregon Steel's telephone number is (503) 223-9228.

        (b)   This Tender Offer Statement on Schedule TO relates to Oscar Aquisition Merger Sub, Inc.'s offer to purchase all outstanding Shares. According to Oregon Steel, as of November 27, 2006, there were 35,818,848 Shares issued and outstanding, there were outstanding options to purchase an aggregate of 156,911 Shares, there were 15,591 outstanding Shares subject to vesting or other lapse restrictions and there were 375,480 Shares underlying outstanding equity awards other than restricted stock.

        (c)   The information set forth in Section 6—"Price Range of Shares; Dividends" is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

        The information set forth in Section 9—"Certain Information Concerning Purchaser and Evraz" and Schedule A to the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

        The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

        The information set forth in Sections 8, 9, 10 and 11—"Certain Information Concerning Oregon Steel," "Certain Information Concerning Purchaser and Evraz," "Background of the Offer; Contacts with Oregon Steel" and "Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement" is incorporated herein by reference.

CUSIP Number:
686079104 Page 3 of 6
pages

Item 6. Purposes of the Transaction and Plans or Proposals.

        The information set forth in Sections 6, 7, 11 and 14—"Price Range of Shares; Dividends," "Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations," "Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement" and "Dividends and Distributions" is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

        The information set forth in Section 12—"Source and Amount of Funds" is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

        The information set forth in Sections 8, 9, 10 and 11—"Certain Information Concerning Oregon Steel," "Certain Information Concerning Purchaser and Evraz," "Background of the Offer; Contacts with Oregon Steel" and "Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement" is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

        The information set forth in Sections 10, 11 and 16—"Background of the Offer; Contacts with Oregon Steel," "Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement" and "Fees and Expenses" is incorporated herein by reference.

Item 10. Financial Statements.

        Not applicable.

Item 11. Additional Information.

        (a)(1) The information set forth in Sections 9, 10, and 11—"Certain Information Concerning Purchaser and Evraz," "Background of the Offer; Contacts with Oregon Steel" and "Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement" is incorporated herein by reference.

        (a)(2),(3) The information set forth in Sections 11, 13 and 15—"Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement," "Certain Conditions of the Offer" and "Certain Legal Matters" is incorporated herein by reference.

        (a)(4) The information set forth in Section 7—"Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations" is incorporated herein by reference.

        (a)(5) N/A.

CUSIP Number:
686079104 Page 4 of 6
pages

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated November 30, 2006
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)	Text of press release issued by Evraz and Oregon Steel, dated November 20, 2006 (incorporated by reference to Schedule TO filed by Evraz and Purchaser with the Securities and Exchange Commission on November 20, 2006)
(a)(1)(H)	Text of press release issued by Evraz and Oregon Steel on November 30, 2006
(a)(1)(I)	Form of summary advertisement, published November 30, 2006
(b)	Commitment Letter from Credit Suisse International and UBS Limited, dated November 16, 2006
(d)(1)	Agreement and Plan of Merger by and among Evraz, Purchaser and Oregon Steel dated November 20, 2006
(d)(2)	Confidentiality Agreement, dated as of February 9, 2005, between Mastercroft Finance Limited and Oregon Steel
(d)(3)	Amendment to Confidentiality Agreement, dated as of November 6, 2006, among Evraz, Mastercroft Finance Limited and Oregon Steel
(g)	Not applicable
(h)	Not applicable

Item 13. Information Required by Schedule 13E-3.

        Not applicable.

CUSIP Number:
686079104 Page 5 of 6
pages

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 30, 2006
	Evraz Group S.A.
	By:	/s/  PAVEL S. TATYANIN
	Name:	Pavel S. Tatyanin
	Title:	Authorized Signatory
	Oscar Acquisition Merger Sub, Inc.
	By:	/s/  TIMUR I. YANBUKHTIN
	Name:	Timur I. Yanbukhtin
	Title:	Authorized Signatory

CUSIP Number:
686079104 Page 6 of 6
pages

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated November 30, 2006
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)	Text of press release issued by Evraz and Oregon Steel, dated November 20, 2006 (incorporated by reference to Schedule TO filed by Evraz and Purchaser with the Securities and Exchange Commission on November 20, 2006)
(a)(1)(H)	Text of press release issued by Evraz and Oregon Steel on November 30, 2006
(a)(1)(I)	Form of summary advertisement, published November 30, 2006
(b)	Commitment Letter from Credit Suisse International and UBS Limited, dated November 16, 2006
(d)(1)	Agreement and Plan of Merger by and among Evraz, Purchaser and Oregon Steel, dated November 20, 2006
(d)(2)	Confidentiality Agreement, dated as of February 9, 2005, between Mastercroft Finance Limited and Oregon Steel
(d)(3)	Amendment to Confidentiality Agreement, dated as of November 6, 2006, between Evraz, Mastercroft Finance Limited and Oregon Steel
(g)	Not applicable
(h)	Not applicable

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(A)

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Exhibit 99(a)(1)(A)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the associated preferred stock purchase rights)
of
Oregon Steel Mills, Inc.
at
$63.25 Net Per Share
by
Oscar Acquisition Merger Sub, Inc.
a wholly owned subsidiary of
Evraz Group S.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 28, 2006, UNLESS THE OFFER IS EXTENDED.

        Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, is offering to purchase for cash all outstanding shares of common stock, par value $0.01 (together with the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation, at a price of $63.25 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of November 20, 2006, among Evraz, Purchaser and Oregon Steel (the "Merger Agreement"), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel and Oregon Steel will be the surviving corporation (the "Merger").

The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

There is no financing condition to the Offer. The Offer is subject to various conditions. A summary of the principal terms of the Offer appears on pages (i) through (iii). You should read this entire document carefully before deciding whether to tender your Shares.

The Dealer Manager for the Offer is:

November 30, 2006

IMPORTANT

        If you desire to tender all or any portion of your Shares to Purchaser pursuant to the Offer, you should either (a) complete and sign the Letter of Transmittal for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, mail or deliver the Letter of Transmittal (or a manually executed facsimile thereof) and any other required documents to Mellon Investor Services, the "Depositary" for the Offer, and either deliver the certificates for your Shares to the Depositary along with the Letter of Transmittal (or a manually executed facsimile thereof) or tender your Shares by book-entry transfer by following the procedures described in Section 3—"Procedures for Tendering Shares" of this Offer to Purchase, in each case by the Expiration Date (as defined herein) of the Offer, or (b) request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer.

        If you desire to tender your Shares to Purchaser pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer, or cannot deliver all required documents to the Depositary by Thursday, December 28, 2006, you may tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3—"Procedures for Tendering Shares" of this Offer to Purchase.

*    *    *

        Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank or trust company for assistance.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		i
INTRODUCTION		1
THE TENDER OFFER		4
	TERMS OF THE OFFER	4
	ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES	6
	PROCEDURES FOR TENDERING SHARES	7
	WITHDRAWAL RIGHTS	10
	MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER	10
	PRICE RANGE OF SHARES; DIVIDENDS	12
	POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; NYSE LISTING; EXCHANGE ACT REGISTRATION AND MARKET REGULATIONS	13
	CERTAIN INFORMATION CONCERNING OREGON STEEL	14
	CERTAIN INFORMATION CONCERNING PURCHASER AND EVRAZ	17
	BACKGROUND OF THE OFFER; CONTACTS WITH OREGON STEEL	18
	PURPOSE OF THE OFFER; PLANS FOR OREGON STEEL AND THE MERGER AGREEMENT	21
	SOURCE AND AMOUNT OF FUNDS	34
	CERTAIN CONDITIONS OF THE OFFER	36
	DIVIDENDS AND DISTRIBUTIONS	38
	CERTAIN LEGAL MATTERS	38
	FEES AND EXPENSES	42
	MISCELLANEOUS	43
SCHEDULE A		A-1

SUMMARY TERM SHEET

This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to fully understand the Offer, the Merger and the related transactions. References to "we," "us," or "our," unless the context otherwise requires, are references to the Purchaser (as defined below).

Principal Terms

•

Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, is offering to purchase for cash all outstanding shares of common stock, par value $0.01 (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation, at a price of $63.25 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of November 20, 2006, among Evraz, Purchaser and Oregon Steel (the "Merger Agreement"), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel and Oregon Steel will be the surviving corporation (the "Merger").



•

The Offer is the first step in our plan to acquire all of the outstanding Shares, as provided in the Merger Agreement. If the Offer results in our purchasing a majority of the number of Shares outstanding on a fully diluted basis, we will acquire the remainder of the Shares in the Merger for $63.25 per Share in cash. Dissenting stockholders of Oregon Steel will have appraisal rights in the Merger.



•

Oregon Steel has granted Purchaser a top-up option (exercisable by Purchaser at any time on or prior to the fifth business day after Purchaser has accepted for payment and paid for Shares tendered in the Offer) to purchase a number of newly-issued or treasury Shares of Oregon Steel sufficient to result in Evraz and Purchaser owning, in the aggregate, one Share more than 90% of the total number of Shares outstanding (including such newly-issued or treasury Shares). This top-up option is exerciseable only if, at the time of exercise, Evraz and Purchaser own, directly or indirectly, at least 85% of Oregon Steel's outstanding Shares. The per Share purchase price for Shares under this top-up option would be equal to the Offer Price. This top-up option is subject to certain additional terms and conditions.



•

The initial offering period for the Offer will end at 12:00 midnight, New York City time, on December 28, 2006, unless we extend the Offer. We will announce any decision to extend the Offer in a press release stating the new expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration of the Offer.



•

See Section 1—"Terms of the Offer" below.

Oregon Steel Board Recommendation

•

The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares

i

pursuant to the Offer. See "Introduction" and Section 10—"Background of the Offer; Contacts with Oregon Steel" below.

Conditions

•

We are not obligated to purchase any tendered Shares unless:



•

At least a majority of the outstanding Shares (assuming exercise in full of all outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares, whether or not vested or then exercisable) have been validly tendered in the Offer and not properly withdrawn at the expiration of the Offer. We refer to this condition as the "Minimum Tender Condition."



•

The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been terminated.



•

The period of time for any applicable review process by the Committee on Foreign Investment in the United States ("CFIUS") under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment") (including, if applicable, any investigation commenced thereunder), shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by the Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment.



•

The notification period under the International Traffic in Arms Regulation ("ITAR") of the U.S. Department of State shall have expired or been terminated, or the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by the Merger Agreement under ITAR will occur.



•

Further, we are not obligated to purchase any tendered Shares if there occurs any change, condition, event or development, that, individually or in the aggregate, has had or would reasonably be expected to have a "Material Adverse Effect" (as defined in the Merger Agreement).



•

The Offer is also subject to a number of other important conditions. We can waive these conditions (other than the Minimum Tender Condition) without Oregon Steel's consent. See Section 13—"Certain Conditions of the Offer."

Procedures for Tendering Shares

•

If you wish to accept the Offer and:



•

you are a record holder (i.e., a stock certificate has been issued to you and registered in your name), you must complete and sign the enclosed letter of transmittal, and any other required documents, and send it (or a manually executed facsimile thereof) together with the stock certificate(s) representing your Shares to the Depositary or follow the procedures described in this Offer to Purchase for book-entry transfer. These materials must reach the Depositary before the Offer expires. Detailed instructions are contained in the letter of transmittal and in Section 3—"Procedures for Tendering Shares";



•

you are a record holder, but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional New York Stock Exchange trading days to tender your Shares using the enclosed Notice of

ii

Guaranteed Delivery. See Section 3—"Procedures for Tendering Shares" for more information; or

•

you hold your Shares through a broker or a bank, you should contact your broker or bank and give instructions that your Shares be tendered.

Withdrawal Rights

•

You have the right to, and can, withdraw Shares that you previously tendered at any time until the Offer has expired and, if we have not by January 28, 2007 accepted your Shares for payment, you can withdraw them at any time after such time until we accept Shares for payment. See Sections 1 and 4—"Terms of the Offer" and "Withdrawal Rights."



•

To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary at a time when you still have the right to withdraw your Shares. If you tendered your Shares through your broker or bank, you must instruct the broker or bank to arrange for the withdrawal of your Shares. You will not be able to withdraw Shares tendered in the Offer during any subsequent offering period. See Sections 1 and 4—"Terms of the Offer" and "Withdrawal Rights."

Recent Oregon Steel Trading Prices; Subsequent Trading

•

On November 17, 2006, the last trading day before Evraz and Oregon Steel announced that they had signed the Merger Agreement, the closing price of the Shares reported on the New York Stock Exchange was $58.96 per Share.



•

The Offer Price of $63.25 per Share represents a premium of 7.3% to Oregon Steel's closing stock price on November 17, 2006, a premium of 22.3% to its three-month volume weighted average stock price or a premium of 30.3% to its six-month volume weighted average stock price.



•

On November 29, 2006, the last practicable trading day before Purchaser commenced the Offer, the closing price of the Shares reported on the New York Stock Exchange was $62.84 per Share.



•

We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6—"Price Range of Shares; Dividends."

U.S. Federal Income Tax Treatment

•

If you are a U.S. taxpayer, your receipt of cash for Shares in the Offer will be a taxable transaction for U.S. federal income tax purposes. You will generally recognize gain or loss in an amount equal to the difference between (a) the cash you receive in the Offer and (b) your adjusted tax basis in the Shares you sell in the Offer. That gain or loss will be capital gain or loss if the Shares are a capital asset in your hands, and will be long-term capital gain or loss if the Shares have been held for more than one year at the time of the exchange of such holder's Shares for cash. You are urged to consult your own tax advisor as to the particular tax consequences of the Offer to you. See Section 5—"Material United States Federal Income Tax Consequences of the Offer."

Further Information

•

For further information, you can call MacKenzie Partners, Inc., the information agent for the Offer, at (800) 322-2885 (toll free) or (212) 929-5500 (call collect) or Credit Suisse Securities (USA) LLC, the dealer manager for the Offer, at (888) 537-4895. See the back cover page of this Offer to Purchase.

iii

To All Holders of Shares of Common Stock of
Oregon Steel Mills, Inc.:

INTRODUCTION

        Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, hereby offers to purchase all outstanding shares of common stock, par value $0.01 per share ("Shares"), of Oregon Steel Mills, Inc., a Delaware corporation, together with the associated preferred stock purchase rights ("Rights") issued pursuant to the Rights Agreement, dated as of December 23, 1999, between Oregon Steel and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, LLC), as Rights Agent (the "Rights Agreement"), at a price of $63.25 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Unless the context otherwise requires, all references to Shares include the associated Rights.

        If your Shares are registered in your name and you tender directly to the Depositary (as defined below) you will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser. If you hold your Shares through a broker or bank you should check with your broker or bank as to whether they charge any service fees. However, if you do not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal, or a Form W-8BEN or other Form W-8, as applicable, you may be subject to a required backup federal income tax withholding of 28% of the gross proceeds payable to you. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your United States federal income tax liability. See Section 5—"Material United States Federal Income Tax Consequences of the Offer." Purchaser will pay all charges and expenses of Mellon Investor Services (the "Depositary"), Credit Suisse Securities (USA) LLC (the "Dealer Manager" and, together with its affiliates, "Credit Suisse") and MacKenzie Partners, Inc. (the "Information Agent").

The Offer is subject to the conditions, among others, that (a) at the expiration of the Offer there shall have been validly tendered in the Offer and not properly withdrawn at least a majority of the total number of outstanding Shares (assuming exercise of all outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares, whether or not vested or then exercisable) at that time (the "Minimum Tender Condition"), (b) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been terminated, the period of time for any applicable review process by the Committee on Foreign Investment in the United States ("CFIUS") under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment") (including, if applicable, any investigation commenced thereunder), shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by the Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment and the notification period under the International Traffic in Arms Regulation ("ITAR") of the U.S. Department of State shall have expired or been terminated, or the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by the Merger Agreement under ITAR will occur, and (c) subject to certain exceptions, no change, condition, event or development, shall have occurred, which individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Oregon Steel. The Offer is also subject to certain other terms and conditions. See Section 13—"Certain Conditions of the Offer."

1

The Offer will expire at 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless extended. See Sections 1, 13 and 15—"Terms of the Offer," "Certain Conditions of the Offer," and "Certain Legal Matters."

The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

        For factors considered by the board of directors of Oregon Steel, see Oregon Steel's Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission (the "Commission") in connection with the Offer, a copy of which (without certain exhibits) is being furnished to stockholders concurrently herewith.

        KeyBanc Capital Markets ("KeyBanc"), has delivered to the Oregon Steel board of directors a written opinion, dated November 19, 2006, that as of the date of such opinion and subject to the assumptions, limitations and qualifications contained in its opinion, the consideration to be received by the holders of Shares pursuant to the Merger Agreement is fair, from a financial point of view, to the holders of Shares. A copy of KeyBanc's written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is contained in the Schedule 14D-9.

        The Offer is being made pursuant to the Merger Agreement, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, the Merger will be effected. On the effective date of the Merger, each outstanding Share (other than Shares owned by Evraz, Purchaser or any subsidiary of Evraz or Oregon Steel or held in the treasury of Oregon Steel or held by stockholders who properly exercise appraisal rights under Delaware law) will by virtue of the Merger, and without action by the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest, equal to the Offer Price (the "Merger Consideration") upon surrender of the certificate formerly representing such Share. The Merger Agreement is more fully described in Section 11—"Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement." Section 5—"Material United States Federal Income Tax Consequences of the Offer" below describes the principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger.

        Consummation of the Merger is conditioned upon, among other things, the approval of the agreement of merger (as such term is used in Section 251 of the Delaware General Corporation Law (the "DGCL")) set forth in the Merger Agreement by the requisite vote of stockholders of Oregon Steel. Under the DGCL, the affirmative vote of a majority of the outstanding Shares to adopt the agreement of merger is the only vote of any class or series of Oregon Steel's capital stock that would be necessary to approve the Merger Agreement and the Merger at any required meeting of Oregon Steel's stockholders. If, following the purchase of Shares by Purchaser pursuant to the Offer, Purchaser and its affiliates own more than a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative vote of any other stockholder.

        The DGCL provides that, if a corporation owns at least 90 percent of the outstanding shares of each class of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation (a "short-form merger"). Pursuant to the Merger Agreement, in the event that following completion of the Offer, Purchaser owns at least 90 percent of the then outstanding Shares, including Shares acquired in any subsequent offering period and through any exercise of the top-up option, Evraz shall effect a short-form merger of Purchaser into Oregon Steel if permitted to do so under the DGCL. See Section 15—"Certain Legal Matters."

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        No appraisal rights are available in connection with the Offer, however, under the DGCL, stockholders who meet certain criteria and continue to own their Shares at the time of the Merger will have appraisal rights in connection with the Merger. See Section 15—"Certain Legal Matters."

This Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

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THE TENDER OFFER

1.     Terms of the Offer

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for all Shares validly tendered and not properly withdrawn by the Expiration Date in accordance with the procedures set forth in Section 4—"Withdrawal Rights." The term "Expiration Date" means 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless Purchaser has extended the initial offering period of the Offer, in which event the term "Expiration Date" shall mean the latest time and date at which the offering period of the Offer, as so extended by Purchaser, will expire.

The Offer is conditioned upon the satisfaction of the Minimum Tender Condition, regulatory approvals under the HSR Act, the Exon-Florio Amendment, and ITAR and the other conditions described in Section 13—"Certain Conditions of the Offer." Purchaser may terminate the Offer without purchasing any Shares if certain events described in Section 13 occur.

        Purchaser expressly reserves the right (but is not obligated), at any time or from time to time, to waive or otherwise modify or amend the terms and conditions of the Offer in any respect. However, pursuant to the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent of Oregon Steel, (a) decrease the Offer Price or change the form of consideration payable in the Offer, (b) decrease the number of Shares sought pursuant to the Offer, (c) amend or waive the Minimum Tender Condition, (d) add to the conditions to the Offer described in Section 13—"Certain Conditions of the Offer" or modify those conditions in a manner adverse to the holders of the Shares, (e) extend the Offer, except as required or permitted by the Merger Agreement, or (f) make any other change in the terms or conditions of the Offer which is adverse to the holders of the Shares.

        Upon the terms and conditions of the Offer, promptly following the Expiration Date, we will purchase and pay for any Shares validly tendered and not withdrawn by the Expiration Date. We may (a) extend the Offer for one or more periods of not more than ten business days each if, at the time the Offer is scheduled to expire, any of the offer conditions are not satisfied (or waived by us), (b) extend the Offer for any period required by any rule, regulation or requirement of the Commission or the New York Stock Exchange applicable to the Offer or (c) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Securities Exchange Act of 1934 (the "Exchange Act"). In any event, Purchaser is not required to extend the Offer beyond March 30, 2007. See Sections 1 and 13—"Terms of the Offer" and "Certain Conditions of the Offer."

•

We may be required to extend the Offer under certain circumstances, including:



•

if, at the time the Offer is scheduled to expire, any required regulatory approval has not been obtained, or the applicable waiting or review period has not been terminated or expired (or the related condition waived by Evraz or Purchaser), then Oregon Steel may require that we extend the Offer for a period of not more than ten business days in order to permit the satisfaction of the offer conditions;



•

if, at the time the Offer is scheduled to expire, all of the conditions to the Offer have been satisfied, other than the Minimum Tender Condition, we are required to extend the Offer for a period of five business days (assuming continued satisfaction of all conditions other than the Minimum Tender Condition, we will be required to extend the Offer only once);



•

if, at the time the Offer is scheduled to expire, Oregon Steel is in breach of the Merger Agreement, the breach would result in a failure of a condition to the Offer (which failure has not been waived by Purchaser) and the breach is capable of being cured, Oregon Steel may require that we extend the Offer until the expiration of the applicable cure period, if any; and



•

if the Offer is scheduled to expire prior to January 4, 2007 and, within four business days prior to expiration, Oregon Steel receives an Acquisition Proposal (as defined below) or a

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revision to a previously received Acquisition Proposal that is still pending as of such expiration date, then Oregon Steel may require that we extend the offer until the later of (i) five business days following its receipt of the Acquisition Proposal (or revision thereto) and (ii) the last business day of the required notice and negotiation periods relating to such Acquisition Proposal under the Merger Agreement. See Section 11—"Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement."

        There can be no assurance that Purchaser will exercise its right to extend the Offer or that Oregon Steel will require us to extend the Offer. During any extension of the initial offering period, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to withdrawal rights. See Section 4—"Withdrawal Rights."

        If, subject to the terms of the Merger Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or the information concerning the tender offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a change in the percentage of securities sought, a tender offer generally must remain open for a minimum of ten business days following such change to allow for adequate disclosure to stockholders.

        Purchaser expressly reserves the right, in its sole discretion, subject to the applicable rules and regulations of the Commission and to the terms and conditions of the Merger Agreement, to not accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer set forth in Section 13—"Certain Conditions of the Offer" have not been satisfied or upon the occurrence of any of the events set forth in Section 13. Under certain circumstances, Evraz and Purchaser may terminate the Merger Agreement and the Offer.

        Purchaser expressly reserves the right, in its sole discretion, subject to applicable rules and regulations of the Commission, to delay acceptance of Shares and to delay payment for Shares pending receipt of any governmental regulatory approvals specified in Section 15. See Sections 13 and 15—"Certain Conditions of the Offer" and "Certain Legal Matters." The reservation by Purchaser of the right to delay the acceptance of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer.

        The rights we reserve in the immediately preceding paragraph are in addition to our rights set forth in Section 13—"Certain Conditions of the Offer." Any extension of the Offer, waiver, amendment of the Offer, delay in acceptance for payment or payment or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting the obligation of Purchaser under such rule or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release to the Dow Jones News Service (or such other national media outlet or outlets it deems prudent) and making any appropriate filing with the Commission.

        As of the date of this Offer to Purchase, the Rights do not trade separately from the Shares. Accordingly, by tendering Shares, you are automatically tendering a corresponding number of Rights.

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If, however, the Rights detach and separate certificates representing the Rights are issued, tendering stockholders will be required to deliver the certificates representing such Rights with the Shares.

        Pursuant to Rule 14d-11 under the Exchange Act and subject to the Merger Agreement, we may, and under certain circumstances, Oregon Steel may require us to, provide a subsequent offering period upon expiration of the initial offering period of the Offer on the Expiration Date. A subsequent offering period would be an additional period of time of between three business days and 20 business days, beginning no later than 9:00 a.m. New York City time on the next business day following the expiration of the initial offering period of the Offer, during which stockholders may tender Shares not tendered in the Offer. A subsequent offering period, if one is provided, is not an extension of the Offer, which already will have been completed. If, under the terms of the Merger Agreement, Oregon Steel elects to require us to make a subsequent offering period available because less than 90% of the Shares were tendered in the Offer, subject to applicable law, the length of the subsequent offering period will be in our discretion, but we have agreed that we will hold the subsequent offering period open for a minimum of five business days. During a subsequent offering period, tendering stockholders will not have withdrawal rights and Purchaser will promptly purchase and pay for any Shares tendered during the subsequent offering period at the same price paid in the Offer.

        Oregon Steel has agreed to provide Purchaser with its list of stockholders and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Oregon Steel's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares.

2.     Acceptance for Payment and Payment for Shares

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment, and will pay for, all Shares validly tendered and not properly withdrawn at the Expiration Date promptly after the later of (a) the Expiration Date and (b) the satisfaction or waiver of the conditions to the Offer set forth in Section 13—"Certain Conditions of the Offer." In addition, subject to the applicable rules of the Commission, we reserve the right to delay acceptance for payment of, or payment for, Shares, pending receipt of any regulatory or governmental approvals specified in Section 15—"Certain Legal Matters." For information with respect to approvals that we are required to obtain prior to the completion of the Offer, including under the HSR Act, the Exon-Florio Amendment, ITAR and other laws and regulations, see Section 15—"Certain Legal Matters."

        In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates representing such Shares or confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. See Section 3—"Procedures for Tendering Shares."

        For purposes of the Offer, Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering

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stockholders. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

        If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer.

        If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

        Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to one or more direct or indirect subsidiaries of Evraz, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Evraz and Purchaser may assign any of their respective rights and obligations to any direct or indirect subsidiary of Evraz, so long as such assignment shall not materially adversely affect Oregon Steel or the holders of Shares, options or certain equity awards, in their capacity as such, but no such assignment will relieve either Evraz or Purchaser from their obligations under the Merger Agreement.

3.     Procedures for Tendering Shares

        Valid Tender of Shares.    Except as set forth below, to validly tender Shares pursuant to the Offer, (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) in accordance with the instructions of the Letter of Transmittal, with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either (x) certificates representing Shares tendered must be delivered to the Depositary or (y) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below. The term "Agent's Message" means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

        Book-Entry Transfer.    The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC's systems may make a book-entry transfer of Shares by causing DTC to transfer such Shares into the Depositary's account in accordance with DTC's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer, either the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of the Letter of

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Transmittal, and any other required documents, must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at DTC as described above is referred to herein as a "Book-Entry Confirmation."

Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the Depositary.

        Signature Guarantees and Stock Powers.    Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed (a) if the Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered owner has not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered owner of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal.

        If certificates representing Shares are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or facsimile) must accompany each delivery of certificates.

        Guaranteed Delivery.    A stockholder who desires to tender Shares pursuant to the Offer and whose certificates for Shares are not immediately available, or who cannot comply with the procedure for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the Expiration Date, may tender such Shares by satisfying all of the requirements set forth below:

•

such tender is made by or through an Eligible Institution;



•

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, is received by the Depositary (as provided below) prior to the Expiration Date; and



•

the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for business.

        The Notice of Guaranteed Delivery may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery.

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The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Delivery of all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If such delivery is by mail, it is recommended that all such documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

        Other Requirements.    Notwithstanding any provision hereof, Purchaser will pay for Shares pursuant to the Offer only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid by Purchaser on the purchase price of Shares, regardless of any extension of the Offer or any delay in making such payment.

        Binding Agreement.    The acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

        Appointment as Proxy.    By executing and delivering a Letter of Transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent's Message in lieu of a Letter of Transmittal), the tendering stockholder irrevocably appoints designees of Purchaser as such stockholder's proxies, each with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after the date of the Merger Agreement. All such proxies and powers of attorney will be considered coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts for payment Shares tendered by such stockholder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). Purchaser's designees will, with respect to the Shares or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such stockholder as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the stockholders of Oregon Steel, by written consent in lieu of any such meeting or otherwise. Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's payment for such Shares Purchaser must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such Shares and other securities, including voting at any meeting of stockholders or executing a written consent concerning any matter.

        Determination of Validity.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by Purchaser in its sole and absolute discretion, which determination will be final and binding. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Evraz, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other

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person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) will be final and binding.

4.     Withdrawal Rights

        Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or prior to the Expiration Date and, unless and until theretofore accepted for payment by Purchaser pursuant to the Offer, such Shares may also be withdrawn at any time after January 28, 2007.

        For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates.

        All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Evraz, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering shares described in Section 3—"Procedures for Tendering Shares" at any time prior to the Expiration Date.

        If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept for payment, Shares, pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under this Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after January 28, 2007, unless theretofore accepted for payment as provided herein.

        In the event Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment.

5.     Material United States Federal Income Tax Consequences of the Offer

        The following is a summary of the principal U.S. federal income tax consequences to holders of Shares upon the tender of Shares for cash pursuant to the Offer and the exchange of Shares for cash pursuant to the Merger. This summary does not purport to be a comprehensive description of all of the tax consequences that may be relevant to a decision to dispose of Shares in the Offer or the Merger,

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including tax considerations that arise from rules of general application to all taxpayers or to certain classes of investors or that are generally assumed to be known by investors. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, administrative rulings and court decisions, all as in effect as of the date hereof and all of which are subject to differing interpretations and/or change at any time (possibly with retroactive effect). In addition, this summary is not a complete description of all the tax consequences of the Offer and the Merger and, in particular, may not address U.S. federal income tax considerations to holders of Shares subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, dealers in securities or currencies, traders that mark to market, holders who hold their Shares as part of a hedge, straddle or conversion transaction, insurance companies, tax-exempt entities and holders who obtained their Shares by exercising options or warrants). In addition, this summary does not discuss any consequences to holders of options or warrants to purchase Shares or any aspect of state, local or foreign tax law that may be applicable to any holder of Shares, or any U.S. federal tax considerations other than U.S. federal income tax considerations. This summary assumes that holders own Shares as capital assets.

We urge holders of Shares to consult their own tax advisors with respect to the specific tax consequences to them in connection with the Offer and the Merger in light of their own particular circumstances, including the tax consequences under state, local, foreign and other tax laws.

U.S. Holders.

        Except as otherwise set forth below, the following discussion is limited to the U.S. federal income tax consequences relevant to a holder of Shares that is a beneficial owner of Shares that is a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and any trust if—(i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

Payments with respect to Shares

        The exchange of Shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, and a U.S. Holder who receives cash for Shares pursuant to the Offer will recognize gain or loss, if any, equal to the difference between the amount of cash received and the holder's adjusted tax basis in the Shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder's holding period for the Shares is more than one year at the time of the exchange of such holder's Shares for cash. Long-term capital gains recognized by an individual holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. There are limitations on the deductibility of capital losses.

Backup Withholding Tax and Information Reporting

        Payments made with respect to Shares exchanged for cash in the Offer or the Merger will be subject to information reporting and U.S. federal backup withholding tax (at a rate of 28 percent) unless the U.S. Holder furnishes an accurate tax identification number or otherwise complies with applicable U.S. information reporting or certification requirements (typically, by completing and signing a substitute Form W-9, which will be included with the Letter of Transmittal to be returned to the Depositary). Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder's United States federal income tax liability, if any, provided that you furnish the required information to the Internal Revenue Service in a timely manner.

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Non-U.S. Holders.

        The following is a summary of certain U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder of Shares. The term "Non-U.S. Holder" means a beneficial owner of a Share that is not a U.S. Holder.

Non-U.S. Holders should consult their own tax advisors to determine the specific U.S. federal, state, local and foreign tax consequences that may be relevant to them.

Payments with respect to Shares

        Payments made to a Non-U.S. Holder with respect to Shares exchanged for cash in the Offer or the Merger generally will be exempt from U.S. federal income tax, unless:

(a)

the gain on Shares, if any, is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (in which event (i) you will be subject to U.S. federal income tax as described under "U.S. Holders," but you should provide a Form W-8ECI instead of a Form W-9, and (ii) if you are a corporation, you may be subject to branch profits tax on such gain at a 30% rate (or such lower rate as may be specified under an applicable income tax treaty)),

(b)

the Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year and certain other conditions are met, or

(c)

the Non-U.S. Holder is an individual subject to tax pursuant to U.S. tax rules applicable to certain expatriates.

Backup Withholding Tax and Information Reporting

        In general, if you are a Non-U.S. Holder you will not be subject to backup withholding and information reporting with respect to a payment made with respect to Shares exchanged for cash in the Offer or the Merger if you have provided the Depositary with an IRS Form W-8BEN (or a Form W-8ECI if your gain is effectively connected with the conduct of a U.S. trade or business). If shares are held through a foreign partnership or other flow-through entity, certain documentation requirements also apply to the partnership or other flow-through entity. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a Non-U.S. Holder's United States federal income tax liability, if any, provided that you furnish the required information to the Internal Revenue Service in a timely manner.

6.     Price Range of Shares; Dividends

        According to Oregon Steel's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, the Shares are traded on the NYSE under the symbol "OS." The following table sets forth, for the calendar quarters indicated, the high and low sales prices per Share on the NYSE as reported in Oregon Steel's Form 10-K with respect to periods occurring in fiscal years 2004 and 2005 and as reported during the current fiscal year by published financial sources with respect to periods occurring in fiscal year 2006:

Fiscal Year	High		Low
2004:
First Quarter	$	7.75	$	4.56
Second Quarter	$	14.94	$	6.45
Third Quarter	$	17.76	$	12.32
Fourth Quarter	$	21.77	$	13.00

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2005:
First Quarter	$	29.93	$	18.73
Second Quarter	$	24.44	$	14.22
Third Quarter	$	28.57	$	17.21
Fourth Quarter	$	30.82	$	21.47
2006:
First Quarter	$	53.88	$	29.03
Second Quarter	$	54.08	$	39.06
Third Quarter	$	52.00	$	40.80
Fourth Quarter (through November 29, 2006)	$	64.40	$	44.26

        On November 17, 2006, the last full trading day prior to the public announcement of the terms of the Offer and the Merger, the reported closing sales price per Share on the NYSE was $58.96 per Share. On November 29, 2006, the last full trading day prior to the commencement of the Offer, the reported closing sales price per Share on the NYSE was $62.84 per Share. Oregon Steel has not paid dividends in recent history. Under the terms of the Merger Agreement, Oregon Steel is not permitted to declare or pay dividends with respect to the Shares without the prior written consent of Evraz. See Section 14—"Dividends and Distributions." Stockholders are urged to obtain a current market quotation for the Shares.

7.     Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations

        Possible Effects of the Offer on the Market for the Shares.    The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

        NYSE Listing.    Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on the NYSE. According to the NYSE's published guidelines, the NYSE would consider delisting the Shares if, among other things, the number of publicly held Shares falls below 600,000, the total number of holders of Shares falls below 400 (or below 1,200 if the average monthly trading volume is below 100,000 Shares for the most recent 12 months) or Oregon Steel's average total global market capitalization over a consecutive 30-trading day period is less than $25,000,000. Shares held by officers or directors of Oregon Steel or their immediate families, or by any beneficial owner of 10 percent or more of the Shares, ordinarily will not be considered as being publicly held for this purpose. According to Oregon Steel, as of November 27, 2006, there were 35,818,848 Shares outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares no longer meet the requirements of the NYSE for continued listing and the listing of the Shares is discontinued, the market for the Shares could be adversely affected.

        If the NYSE were to delist the Shares, it is possible that the Shares would continue to trade on another securities exchange or in the over-the-counter market and that price or other quotations would be reported by such exchange or by the Nasdaq Stock Market, Inc. ("Nasdaq") or other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and/or the aggregate market value of the publicly traded Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. Neither Evraz nor Purchaser can predict whether the reduction in

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the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price. Trading in the Shares will cease upon consummation of the Merger if trading has not ceased earlier as discussed above.

        After completion of the Offer, Oregon Steel will be eligible to elect "controlled company" status pursuant to Rule 303A.00 of the NYSE, which means that Oregon Steel would be exempt from the requirement that its board of directors be comprised of a majority of "independent directors" and the related rules covering the independence of directors serving on the Nominating/Corporate Governance and Compensation Committee of Oregon Steel's board of directors. The controlled company exemption does not modify the independence requirements for Oregon Steel's Audit Committee. We expect Oregon Steel to elect "controlled company" status following completion of the Offer.

        Exchange Act Registration.    The Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated by Oregon Steel upon application to the Commission if the outstanding Shares are not listed on a "national securities exchange" and if there are fewer than 300 holders of record of Shares.

        Termination of registration of the Shares under the Exchange Act would reduce the information required to be furnished by Oregon Steel to its stockholders and to the Commission and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement or information statement in connection with stockholders' meetings or actions in lieu of a stockholders' meeting pursuant to Section 14(a) and 14(c) of the Exchange Act and the related requirement of furnishing an annual report to stockholders, no longer applicable with respect to the Shares. In addition, if the Shares are no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to "going private" transactions would no longer be applicable to Oregon Steel. Furthermore, the ability of "affiliates" of Oregon Steel and persons holding "restricted securities" of Oregon Steel to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be eligible for continued inclusion on the Federal Reserve Board's list of "margin securities" or eligible for stock exchange listing or reporting on Nasdaq. Purchaser intends to seek to cause Oregon Steel to apply for termination of registration of the Shares as soon as possible after consummation of the Offer if the requirements for termination of registration are met.

        If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act will be terminated following completion of the Merger.

        Margin Regulations.    The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit using such Shares as collateral. Depending upon factors similar to those described above regarding market quotations, the Shares might no longer constitute "margin securities" for the purposes of the margin regulations, in which event the Shares would be ineligible as collateral for margin loans made by brokers.

8.     Certain Information Concerning Oregon Steel

        The following description of Oregon Steel and its business has been taken from Oregon Steel's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and Oregon Steel's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006, and is qualified in its entirety by reference to such reports.

        Oregon Steel is a Delaware corporation with its principal executive offices located at 1000 S.W. Broadway, Suite 2200, Portland, Oregon, 97205. Oregon Steel's telephone number is (503) 223-9228.

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        Oregon Steel was founded in 1926 by William G. Gilmore and was incorporated in California in 1928. Oregon Steel was reincorporated in Delaware in 1974 and changed its name in December 1987 from Gilmore Steel Corporation to Oregon Steel Mills, Inc.

        Oregon Steel manufactures and markets one of the broadest lines of specialty and commodity steel products of any domestic steel mill company. Oregon Steel emphasizes the cost efficient production of higher margin specialty steel products targeted at a diverse customer base located primarily west of the Mississippi River and in western Canada. Oregon Steel's manufacturing flexibility allows it to actively manage its product mix in response to changes in customer demand and individual product cycles. Oregon Steel is organized into two business units known as the Oregon Steel Division and Rocky Mountain Steel Mills ("RMSM") Division.

        The Oregon Steel Division is centered on Oregon Steel's Portland, Oregon steel mill, which has a Steckel combination mill that produces discrete steel plate and coiled plate for the division's steel plate heat-treating, structural tubing, and large diameter line pipe and electric resistance welded ("ERW") pipe finishing facilities. Oregon Steel has also recently added a new spiral weld double submerged arc weld pipe making facility at the Portland Mill. Production at the new facility is expected to reach its rated production capability in December 2006. The Oregon Steel Division produces large diameter line pipe and ERW line pipe and casing at its pipe mill in Camrose, Alberta, Canada ("Camrose Pipe Mill"). The Oregon Steel Division operates a temper mill and cut-to-length facility at its 60% owned Oregon Feralloy Partners joint venture facility. Since October 2003, the Oregon Steel Division has produced structural tubing at its Columbia Structural Tubing facility.

        The RMSM Division consists of steelmaking and finishing facilities of CF&I Steel, L.P. ("CF&I") (dba Rocky Mountain Steel Mills) located in Pueblo, Colorado ("Pueblo Mill"). Oregon Steel owns 90% of New CF&I, Inc. ("New CF&I"), which owns a 95.2% general partnership interest in CF&I. In addition, Oregon Steel owns directly a 4.3% limited partnership interest in CF&I. The Pueblo Mill is a steel minimill which supplies steel for the RMSM Division's rail, rod and bar, and seamless tubular finishing mills. The Pueblo Mill operates the only rail facility west of the Mississippi River, and is one of only two established rail manufacturers in North America. The RMSM Division also includes the Colorado and Wyoming Railroad Company, a wholly owned subsidiary of New CF&I, which operates a short line railroad principally servicing the Pueblo Mill.

        Available Information.    Oregon Steel is subject to the information and reporting requirements of the Exchange Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. Certain information, as of particular dates, concerning Oregon Steel's business, principal physical properties, capital structure, material pending litigation, operating results, financial condition, directors and officers (including their remuneration and stock options granted to them) the principal holders of Oregon Steel's securities, any material interests of such persons in transactions with Oregon Steel and other matters is required to be disclosed in proxy statements and periodic reports distributed to Oregon Steel's stockholders and filed with the Commission. Such reports, proxy statements and other information should be available for inspection at the public reference room at the Commission's office at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549. Copies may be obtained by mail, upon payment of the Commission's customary charges, by writing to its principal office at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549. Further information on the operation of the Commission's Public Reference Room in Washington, D.C. can be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet web site that contains reports, proxy statements and other information about issuers, such as Oregon Steel, who file electronically with the Commission. The address of that site is http://www.sec.gov. Such information may also be obtained from Oregon Steel's Internet web site at www.oregonsteel.com, by clicking on the "Investors Relations" link and then the "SEC Filings" link.

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        Financial Forecasts.    Oregon Steel's management from time to time has prepared internal financial forecasts regarding its anticipated future operations for the current and subsequent fiscal year. Oregon Steel provided certain of these updated internal forecasts to Evraz and Purchaser, including Oregon Steel's forecast for the 2006 and 2007 fiscal years in connection with the due diligence review of Oregon Steel by Evraz and Purchaser.

        The internal financial forecasts prepared by Oregon Steel's management reflected projected information, a summary of which is set forth below. The projections should be read together with the historical financial statements of Oregon Steel which may be obtained in the manner described above under "Available Information."

COMPANY PROJECTED FINANCIAL INFORMATION
(in thousands)

	2006		2007
Revenues	$	1,543,293	$	1,925,493
Costs and Expenses	$	1,234,893	$	1,586,904
Operating Income	$	308,400	$	338,589
Income Before Tax	$	270,149	$	339,185
Net Income	$	175,744	$	214,772

        The internal financial forecasts were not prepared with a view toward public disclosure, and investors should not unduly rely on such forecasts. The summary of these forecasts is not being included in this Offer to Purchase to influence your decision whether to tender your shares in the Offer, but because these forecasts were made available by Oregon Steel to Evraz and Purchaser. These forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Oregon Steel's management. Important factors that may affect actual results and result in the forecast results not being achieved include, but are not limited to, timely development of competitive products and pricing; fluctuations in demand; cost and availability of raw materials; potential equipment malfunction; plant construction and repair delays; the ability to retain key management and technical personnel of Oregon Steel; adverse reactions to the Offer by customers, suppliers and strategic partners and other risks described in Oregon Steel's report on Form 10-K filed with the Commission for the fiscal year ended December 31, 2005. In addition, the forecasts may be affected by Oregon Steel's ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Oregon Steel's control. The forecasts also reflects assumptions as to certain business decisions that are subject to change. Accordingly, actual results are likely to vary significantly from those set forth in these forecasts. In addition, these forecasts were not prepared with a view toward compliance with published guidelines of the Commission, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles. None of Oregon Steel, the board of directors of Oregon Steel, Oregon Steel's advisors, agents, representatives, or independent consultants and none of Evraz, Purchaser and any of their respective boards of directors, advisors, agents, representatives or independent consultants can give you any assurance that actual results will not differ from these forecasts, nor do they assume any obligation to update or revise these forecasts. None of Oregon Steel, Evraz and Purchaser intends to make publicly available any update or other revisions to any of the forecasts to reflect circumstances existing after the date of preparation of the forecasts or the occurrence of unanticipated events, even if experience or future changes in assumed conditions make it clear that the forecasts are inaccurate. The inclusion of the summary of these forecasts in this document should not be regarded as a representation by Oregon Steel, Evraz, Purchaser or any other person that forecasted results will be achieved.

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        The prospective financial information included in this Offer to Purchase was prepared by Oregon Steel's management. Oregon Steel's independent accountants have neither examined nor compiled the accompanying prospective financial information and, accordingly, Oregon Steel's independent accountants have not expressed an opinion or any other form of assurance with respect thereto.

        Except as otherwise set forth herein, the information concerning Oregon Steel contained in this Offer to Purchase has been furnished by Oregon Steel or taken from or based upon publicly available documents and records on file with the Commission and other public sources. Although we have no knowledge that any such information contains any misstatements or omissions, none of Evraz, Purchaser, and any of their respective affiliates or assigns, the Dealer Manager, the Information Agent or the Depositary assumes responsibility for the accuracy or completeness of the information concerning Oregon Steel contained in such documents and records or for any failure by Oregon Steel to disclose events which may have occurred or may affect the significance or accuracy of any such information.

9.     Certain Information Concerning Purchaser and Evraz

        Purchaser.    Purchaser is a Delaware corporation and, to date, has engaged in no activities other than those incident to its formation and to the Offer and the Merger. Purchaser is a wholly owned subsidiary of Evraz. The business offices of Purchaser are located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and Purchaser's telephone number is +7 (495) 232-1370.

        Evraz.    Evraz is a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg. Evraz is one of the largest vertically integrated steel and mining businesses with operations mainly in the Russian Federation and eastern Europe. The business offices of Evraz are located at 1 Allée Scheffer, L-2520 Luxembourg and Evraz's telephone number is +7 (495) 232-1370. Lanebrook Limited, a Cyprus corporation, owns 82.43% of Evraz. Evraz is ultimately controlled by Mr. Alexander Abramov and Mr. Roman Abramovich (the "Controlling Persons").

        Additional Information.    The name, business address, citizenship, present principal occupation and employment history for the past five years of each of the members of the board of directors and executive officers of Evraz, the members of the board of directors and executive officers of Purchaser and the Controlling Persons are set forth in Schedule A to this Offer to Purchase.

        None of Evraz, Purchaser or, to the knowledge of Evraz or Purchaser, after reasonable inquiry, the Controlling Persons or any of the other persons listed in Schedule A to this Offer to Purchase, has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, United States federal or state securities laws or a finding of any violation of United States federal or state securities laws.

        Except as set forth elsewhere in this Offer to Purchase or Schedule A to this Offer to Purchase or as previously disclosed in filings with the Commission: (a) neither Evraz nor Purchaser nor, to Evraz's or Purchaser's knowledge, after reasonable inquiry, the Controlling Persons or any of the other persons listed in Schedule A or any associate or majority owned subsidiary of Evraz or Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of Oregon Steel, (b) neither Evraz nor Purchaser nor, to Evraz's or Purchaser's knowledge, after reasonable inquiry, the Controlling Persons or any of the other individuals or entities referred to in clause (a) above or any of their executive officers, directors, affiliates or subsidiaries has effected any transaction in Shares or any other equity securities of Oregon Steel during the past 60 days, (c) neither Evraz nor Purchaser nor, to Evraz's or Purchaser's knowledge, after reasonable inquiry, the Controlling Persons or any of the other persons listed in Schedule A, has any agreement, arrangement, or

17

understanding, whether or not legally enforceable, with any other person with respect to any securities of Oregon Steel (including, but not limited to, any agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations), (d) in the past two years, there have been no transactions that would require reporting under the rules and regulations of the Commission between Evraz or Purchaser or any of their subsidiaries or, to Evraz's or Purchaser's knowledge, after reasonable inquiry, the Controlling Persons or any of the other persons listed in Schedule A, on the one hand, and Oregon Steel or any of its executive officers, directors or affiliates, on the other hand, and (e) in the past two years, there have been no negotiations, transactions or material contacts between Evraz or Purchaser or any of their subsidiaries or, to Evraz's or Purchaser's knowledge, after reasonable inquiry, the Controlling Persons or any of the other persons listed in Schedule A, on the one hand, and Oregon Steel or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of Oregon Steel's securities, an election of Oregon Steel's directors or a sale or other transfer of a material amount of assets of Oregon Steel.

        We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger, and (d) Evraz has arranged for sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger.

10.   Background of the Offer; Contacts with Oregon Steel

        In the ordinary course of business, Evraz continuously explores opportunities to expand its business platforms. In late 2004, in considering possible ways to build a North American presence in the steel plate, rail and tubular markets, Evraz identified Oregon Steel as a potential candidate for a possible strategic transaction. Also in late 2004, James Declusin, Oregon Steel's president and chief executive officer, was introduced to Alexander Abramov, then president of EvrazHolding LLC, an affiliate of Evraz. At that time, they engaged in a discussion about the global steel industry generally, its continuing consolidation and potential opportunities for Evraz and Oregon Steel.

        On December 2, 2004, Evraz contacted Credit Suisse to act as its exclusive financial advisor in connection with exploring a possible transaction involving Oregon Steel. Evraz formally engaged Credit Suisse on December 17, 2004.

        On December 12, 2004, Credit Suisse made a presentation via teleconference to senior executives of Evraz discussing Oregon Steel's business, financial results and position, methods for consummating an acquisition in the United States, acquisition financing alternatives and preliminary valuation observations based on publicly available estimates.

        In December 2004, on behalf of Evraz, Credit Suisse forwarded to UBS Securities LLC, Oregon Steel's financial advisor, an unsolicited non-binding indication of interest proposing a potential business combination transaction between Oregon Steel and Evraz. Following receipt of the indication of interest, a representative of UBS contacted a representative of Credit Suisse to advise Evraz that the Oregon Steel board of directors met to consider the indication of interest and determined that Oregon Steel was not prepared to proceed with a transaction with Evraz at that time.

        On January 11, 2005, Mr. Declusin contacted Pavel Tatyanin, chief financial officer of EvrazHolding LLC, to inform him that the Oregon Steel board of directors planned to meet in February, following which time he expected to be able to provide Evraz with a further response on their indication of interest.

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        On February 9, 2005, following a meeting of the Oregon Steel board of directors, Mr. Declusin advised Evraz that the Oregon Steel board of directors had determined that Oregon Steel was not for sale at that time, but agreed to permit Evraz to conduct a technical and business due diligence of Oregon Steel. At this time, an affiliate of Evraz entered into a confidentiality and standstill agreement with Oregon Steel.

        On March 25, 2005, EvrazHolding LLC's investment committee determined to postpone any possible transaction with Oregon Steel. Alexander Frolov, then executive vice president of EvrazHolding LLC, and Mr. Tatyanin contacted Mr. Declusin to inform him of the investment committee's decision. Mr. Tatyanin advised Mr. Declusin that Evraz might be interested in resuming discussions in September after completing its initial public offering. At this point, all discussions between the parties ceased until the week of September 18, 2006. During the course of their discussions, Evraz initially offered to acquire Oregon Steel at a price of $20.00 per Share and ultimately raised its offer to $25.00 per Share.

        During 2005, Oregon Steel and Evraz entered into ordinary course commercial arrangements involving the supply of steel slabs by Evraz to Oregon Steel.

        In June 2005, Evraz launched its initial public offering on the London Stock Exchange.

        During the week of September 18, 2006, Mr. Declusin and Mr. Frolov, now chairman of the board of Evraz, spoke by telephone about the possibility of a minority equity investment by Evraz in Oregon Steel in connection with one of Oregon Steel's potential strategic alternatives (the "Minority Investment").

        Discussions and meetings between Evraz and Oregon Steel regarding the potential investment in Oregon Steel by Evraz continued for several weeks and during the course of these discussions, Evraz indicated that in addition to the possibility of the Minority Investment in Oregon Steel, Evraz would also review the possibility of an acquisition of Oregon Steel.

        On October 20, 2006, Mr. Declusin telephoned Mr. Frolov to inquire about the status of the Minority Investment. Mr. Frolov indicated that at that time Evraz was no longer interested in the Minority Investment, but was now interested in making an acquisition proposal for Oregon Steel.

        On October 23, 2006, Evraz sent a letter to Oregon Steel setting forth a preliminary, non-binding indication of interest regarding the potential acquisition of Oregon Steel by Evraz at a price of at least $60 per Share in cash through a fully financed tender offer. The proposal was expressly subject to execution of an agreement between Evraz and Oregon Steel providing Evraz with the exclusive right to negotiate with Oregon Steel concerning a possible acquisition transaction for a period of four weeks, Evraz's satisfactory completion of due diligence which Evraz believed could be completed in four weeks and the negotiation and execution of definitive documentation.

        In a subsequent telephonic discussion on October 26, 2006, Mr. Declusin proposed that the per Share price should be no less than $65. Mr. Frolov requested that Evraz be granted access to due diligence materials and to be allowed to conduct site visits at the Pueblo, Colorado and Portland, Oregon facilities before responding.

        On November 1, 2006, Mr. Frolov met Mr. Declusin to discuss the potential acquisition of Oregon Steel by Evraz. On November 2-3, 2006, Messrs. Declusin, Adams, Frolov, Timur Yanbukhtin, Vice President and Director of Corporate Finance of EvrazHolding LLC, and a representative of Credit Suisse toured Oregon Steel's facilities in Pueblo, Colorado and Portland, Oregon. While they were travelling, Mr. Frolov indicated that Evraz would be willing to increase its offer to $63 per Share in cash but that it was not prepared to raise its offer beyond that point. Mr. Frolov stated that Evraz's proposal would not be subject to any financing condition. Mr. Frolov further informed Mr. Declusin that Evraz was prepared to complete due diligence on an expedited basis and could enter into a merger

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agreement within two weeks. Finally, Mr. Frolov told Mr. Declusin that Evraz would only be willing to pursue negotiations regarding an acquisition of Oregon Steel on the basis of exclusive negotiations. Mr. Declusin reported that Oregon Steel's board of directors would be meeting telephonically to discuss the transaction on November 3, 2006, and that Mr. Frolov should consider increasing the purchase price above $63 per Share in order to gain approval for the transaction from Oregon Steel's board of directors.

        On November 4, 2006, Mr. Declusin contacted Mr. Frolov to respond to his $63 per Share proposal and to seek an increase in the proposed per Share price. Mr. Declusin further indicated that Oregon Steel would be willing to negotiate for two weeks on an exclusive basis. Mr. Frolov raised the offer price to $63.25 per Share, but stated that it was Evraz's final offer. Messrs. Frolov and Declusin also discussed the potential break-up fee that might be payable by Oregon Steel under certain circumstances and Mr. Frolov proposed a break-up fee of 3% of the equity value of the transaction.

        Also on November 4, 2006 Cleary Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb"), Evraz's legal counsel, delivered a draft amendment to the Confidentiality Agreement to Covington & Burling LLP ("Covington"), Oregon Steel's legal counsel for the proposed acquisition. The draft amendment proposed, among other things, to add Evraz as a party to the Confidentiality Agreement, to extend the term of the confidentiality and standstill provisions for a period of one-year and grant Evraz a four-week period of exclusivity to negotiate a transaction with Oregon Steel. On November 6, 2006, Evraz and Oregon Steel entered into an amendment to the Confidentiality Agreement, substantially on the terms proposed by Evraz, except that the agreed exclusivity period was for a period ending at 5:00 PM Eastern Standard Time on November 20, 2006.

        Also on November 6, 2006, Evraz delivered to Mr. Declusin, a revised preliminary non-binding indication of interest to acquire Oregon Steel for $63.25 per Share in cash, subject to completion of due diligence review and the negotiation and execution of a mutually satisfactory definitive merger agreement. The indication of interest contemplated that the acquisition would be effected by means of a fully financed tender offer by a subsidiary of Evraz for all of the outstanding Shares of Oregon Steel. Evraz stated in the indication that it believed it would be in a position to complete its due diligence and announce a transaction by November 14, 2006.

        Beginning on November 6, 2006, Oregon Steel made available to Evraz and its advisors an electronic dataroom so that Evraz could commence its due diligence process.

        Between November 6, 2006 and November 16, 2006, Evraz, Credit Suisse and UBS Limited negotiated the commitment letter relating to the debt financing for the Offer and Merger (the "Commitment Letter") and on November 16, 2006 Credit Suisse and UBS Limited executed the Commitment Letter. Evraz countersigned the Commitment Letter on November 19, 2006.

        On November 7, 2006, representatives of Evraz, Credit Suisse, UBS, Oregon Steel, Cleary Gottlieb, Covington, Cravath, Swaine & Moore LLP ("Cravath"), counsel to Credit Suisse, Ernst & Young LLP, Evraz's outside accounting firm and Schwabe, Williamson and Wyatt P.C. ("Schwabe"), Oregon Steel's regular outside counsel, met in person, via video conference and telephonically for management presentations and financial, business and legal due diligence sessions.

        Between November 9, 2006 and November 19, 2006, representatives of Evraz and Oregon Steel, including Cleary Gottlieb and Covington, exchanged drafts of the Merger Agreement negotiated the terms of the proposed Merger Agreement, including, among other things, the provisions governing:

•

the circumstances in which the tender offer would be extended;



•

the conditions to the Offer;



•

the definition of material adverse effect;

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•

the circumstances in which Oregon Steel would be required to pay the termination fee;



•

the specifics of the procedures to be followed in the event the Company received a proposal for the acquisition of 15% or more of its assets or shares prior to acceptance of the Shares by Evraz pursuant to the Offer;



•

the circumstances in which Oregon Steel's board of directors would be allowed to change its recommendation of the Offer and the Merger;



•

the treatment of employees of Oregon Steel following the closing of the transaction; and



•

the limitations on Oregon Steel's business operation prior to the closing of the transaction;

        On November 16, 2006, representatives of Cleary Gottlieb and Covington negotiated further changes to the draft merger agreement. In the evening of November 16, 2006, Evraz provided Oregon Steel with copies of the executed commitment letters of Credit Suisse and UBS. Oregon Steel and Covington reviewed the terms and conditions of the commitment letters of Credit Suisse and UBS and discussed them with Oregon Steel's financial advisor.

        Also on November 16, 2006, Mr. Frolov, Mr. Declusin and Mr. Adams met to discuss the outside date for the extension of the tender offer, communications regarding the transactions and the treatment of employees of Oregon Steel under the proposed Merger Agreement.

        On November 17, 2006, Messrs. Frolov, Declusin and Adams met with the president of the United Steel Workers of America in Pittsburgh, Pennsylvania to introduce Mr. Frolov to the union and to discuss the proposed transaction.

        On November 14, 2006, the board of directors of Evraz met and approved the Merger Agreement, the Offer and the Merger, subject to the negotiation and execution of final definitive documents satisfactory to certain authorized signatories of Evraz.

        At a special meeting held on November 19, 2006, the board of directors of Oregon Steel unanimously approved the Merger Agreement, the Offer and the Merger, determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares and unanimously resolved to recommend that holders of Shares accept the Offer and tender their Shares pursuant to the Offer. Oregon Steel, Evraz and Purchaser executed the Merger Agreement on November 20, 2006.

        On November 20, 2006, Evraz and Oregon Steel issued a joint press release announcing the execution of the Merger Agreement. On November 30, 2006, Purchaser commenced the Offer.

11.   Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement

        Purpose of the Offer and Plans for Oregon Steel.    The purpose of the Offer and the Merger is for Evraz, through Purchaser, to acquire control of, and the entire equity interest in, Oregon Steel. Pursuant to the Merger, Evraz will acquire all of the capital stock of Oregon Steel not purchased pursuant to the Offer, the top-up option or otherwise. Stockholders of Oregon Steel who sell their Shares in the Offer will cease to have any equity interest in Oregon Steel or any right to participate in its earnings and future growth. If the Merger is consummated, non-tendering stockholders also will no longer have an equity interest in Oregon Steel. On the other hand, after selling their Shares in the Offer or the subsequent Merger, stockholders of Oregon Steel will not bear the risk of any decrease in the value of Oregon Steel.

        Assuming Purchaser purchases a majority of the Shares pursuant to the Offer, Evraz is entitled, if it so elects, to exercise its rights under the Merger Agreement to obtain pro rata representation on, and control of, the board of directors of Oregon Steel. See "The Merger Agreement—Directors" below.

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        In accordance with the Merger Agreement, following the Offer, Evraz will acquire the remaining Shares pursuant to the Merger. In the event that a sufficient number of Shares are tendered in the Offer to entitle us to purchase Shares pursuant to the top-up option, we may acquire Shares pursuant to the top-up option. Evraz and its affiliates also reserve the right to dispose of any or all Shares acquired by them.

        Except as otherwise provided herein, it is expected that following the Merger, the business and operations of Oregon Steel will be continued substantially as they are conducted currently. Evraz will continue to conduct a detailed review of Oregon Steel and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel during the pendency of the Offer. After the consummation of the Offer and the Merger, Evraz will take such actions as it deems appropriate in light of the circumstances which then exist. Oregon Steel is Evraz's first major acquisition in North America and may serve as a platform for further expansion into the region.

        Except as disclosed in this Offer to Purchase, neither Purchaser nor Evraz has any present plans or proposals that would result in an extraordinary corporate transaction involving Oregon Steel or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets, or any material changes in Oregon Steel's capitalization, corporate structure, business or composition of its management or board of directors.

        The Merger Agreement.    The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that Evraz and Purchaser have filed with the Commission (the "Schedule TO"). The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8 under "Available Information."

        The Offer.    The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions set forth in the Offer as described in Section 13—"Certain Conditions of the Offer" (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not withdrawn on or at the Expiration Date. Purchaser expressly reserves the right (but is not obligated), at any time or from time to time in its sole discretion, to modify or amend the terms and conditions of the Offer in any respect. However, pursuant to the Merger Agreement, Purchaser has agreed that it will not, without the prior written consent of Oregon Steel, (a) decrease the Offer Price or change the form of consideration payable in the Offer, (b) decrease the number of Shares sought pursuant to the Offer, (c) amend or waive the Minimum Tender Condition, (d) add to the conditions to the Offer described in Section 13—"Certain Conditions of the Offer" or modify those conditions in a manner adverse to the holders of the Shares, (e) extend the Offer, except as required or permitted by the Merger Agreement, or (f) make any other change in the terms or conditions of the Offer which is adverse to the holders of the Shares.

•

Promptly following the Expiration Date, Purchaser will be required to pay for any Shares validly tendered and not withdrawn that are accepted for payment. Purchaser may (a) extend the Offer for one or more periods of not more than ten business days each if, at the time the Offer is scheduled to expire, any of the offer conditions are not satisfied (or waived by us), (b) extend the Offer for any period required by any rule, regulation or requirement of the Commission or the New York Stock Exchange applicable to the Offer or (c) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act. In addition, we may increase the Offer Price or extend the Offer to the extent required by law in connection with such increase. In any event, Purchaser is not required to extend the Offer beyond March 30, 2007. See Sections 1 and 13 —"Terms of the Offer" and "Certain Conditions of the Offer."

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•

We may be required to extend the Offer under certain circumstances, including:



•

if, at the time the Offer is scheduled to expire, any required regulatory approval has not been obtained, or the applicable waiting or review period has not been terminated or expired (or the related condition waived by Evraz or Purchaser), then Oregon Steel may require that we extend the Offer for a period of not more than ten business days in order to permit the satisfaction of the offer conditions;



•

if, at the time the Offer is scheduled to expire, all of the conditions to the Offer have been satisfied, other than the Minimum Tender Condition, we are required to extend the Offer for a period of five business days (assuming continued satisfaction of all conditions other than the Minimum Tender Condition, we will be required to extend the Offer only once);



•

if, at the time the Offer is scheduled to expire, Oregon Steel is in breach of the Merger Agreement, the breach would result in a failure of a condition to the Offer (which failure has not been waived by Purchaser) and the breach is capable of being cured, Oregon Steel may require that we extend the Offer until the expiration of the applicable cure period, if any; and



•

if the Offer is scheduled to expire prior to January 4, 2007 and, within four business days prior to the expiration, Oregon Steel receives an Acquisition Proposal (as defined below) or a revision to a previously received Acquisition Proposal that is still pending as of such expiration date, then Oregon Steel may require that we extend the offer until the later of (i) five business days following its receipt of the Acquisition Proposal (or revision) and (ii) the last business day of the required notice and negotiation periods relating to such Acquisition Proposal under the Merger Agreement.

        Oregon Steel may also require us to provide a "subsequent offering period" for a period that we determine of not less than 5 business days if all offer conditions are satisfied but fewer than 90% of the total number of outstanding Shares have been tendered in the Offer. A subsequent offering period, if one is provided, will be an additional period of time beginning after we have purchased Shares tendered during the Offer and during which Oregon Steel stockholders may tender their Shares and receive the Offer consideration promptly. There would be no condition to our purchase of these tendered Shares and tendering stockholders would not be able to withdraw their shares. See Section 1—"Terms of the Offer."

        Recommendation.    Oregon Steel has represented to us in the Merger Agreement that its board of directors (at a meeting or meetings duly called and held) has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the stockholders of Oregon Steel, (b) approved the Merger Agreement and the transactions contemplated thereby, (c) resolved to recommend acceptance of the Offer by Oregon Steel's stockholders and (d) irrevocably taken all necessary steps to render Section 203 of the DGCL and any similar anti-takeover laws and regulations and its "poison pill" inapplicable to the Offer and the Merger.

        Directors.    The Merger Agreement provides that, subject to applicable law and applicable rules and regulations of the NYSE, after Purchaser has purchased at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser has the right to designate a number of directors of Oregon Steel, rounded up to the next whole number, that is equal to the product of the total number of directors on the Oregon Steel board of directors and the percentage that the number of Shares purchased by Purchaser bears to the total number of Shares then outstanding. The Merger Agreement provides that Oregon Steel will, upon request by Purchaser, promptly increase the size of the board of directors of Oregon Steel or use its reasonable best efforts to seek the resignations of one or more existing directors as is necessary to provide Purchaser with such level of representation and will cause

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Purchaser's designees to be so elected. However, the Merger Agreement further provides that until the time the Merger becomes effective (the "Effective Time") and there remains at least one director who was a director on the date of the Merger Agreement (a "Continuing Director"), certain actions of the Oregon Steel board of directors will require the concurrence of a majority of the directors of Oregon Steel who are Continuing Directors.

        Top-Up Option.    Oregon Steel has granted Purchaser a top-up option, exercisable by Purchaser at any time on or prior to the fifth business day after the expiration of the Offer (including any subsequent offering period), and provided that Evraz and Purchaser then own not less than 85% of outstanding Shares, to purchase a number of newly-issued or treasury Shares of Oregon Steel sufficient to result in Evraz and Purchaser owning, in the aggregate, one Share more than 90% of the total number of Shares outstanding (including such newly-issued or treasury Shares). The per Share purchase price for the Shares would be equal to the Offer Price. Notwithstanding the foregoing, Oregon Steel will not be required to issue more Shares than it has remaining as authorized but unissued pursuant to Oregon Steel's certificate of incorporation. Oregon Steel's obligation to deliver Shares pursuant to the top-up option is subject to the condition that doing so would not violate applicable law or a judgment, injunction, order or decree and that no action or consent of Oregon Steel's stockholders would be required in connection with the top-up option, except that the rules and regulations of the NYSE will not apply to this condition.

        The Merger.    The Merger Agreement provides that, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel and Oregon Steel will be the surviving corporation, unless Evraz elects to cause Oregon Steel to be merged with and into Purchaser, with Purchaser continuing as the surviving corporation.

        Evraz and Purchaser have agreed in the Merger Agreement that, unless Evraz effects a short-form merger subject to applicable law, Evraz and Purchaser will, promptly following the consummation of the Offer (including any subsequent offering period), consent in writing in accordance with Section 228 of the DGCL to the adoption of the agreement of merger contained in the Merger Agreement and promptly deliver such consent to the secretary of Oregon Steel. Oregon Steel has agreed in the Merger Agreement that, unless Evraz effects a short-form merger subject to applicable law, Oregon Steel will as soon as practicable after consummation of the Offer prepare and file with the Commission, subject to the prior review and approval of Evraz and Purchaser (which approval shall not be unreasonably withheld), a preliminary information statement relating to the Merger as required by the Exchange Act and the rules and regulations thereunder and cause the definitive information statement (the "Information Statement") to be mailed to its stockholders.

        The Merger Agreement further provides that, notwithstanding the foregoing, if following consummation of the Offer, any subsequent offering period or the exercise of the top-up option, Purchaser or any other direct or indirect subsidiary of Evraz, holds at least 90 percent of the outstanding shares of each class of capital stock of Oregon Steel, each of Evraz, Purchaser and Oregon Steel will take all necessary and appropriate actions to cause the Merger to become effective as soon as practicable after the consummation of the Offer as a short-form merger without action of the stockholders of Oregon Steel.

        Charter, Bylaws, Directors and Officers.    Following the Merger, the certificate of incorporation of Oregon Steel will be amended and restated in its entirety to read as the certificate of incorporation of Purchaser in effect immediately prior to the Effective Time, except that Article I thereof will read as follows: "The name of the Corporation is Evraz North America, Inc.," and, as so amended, will be the certificate of incorporation of the surviving corporation, and the bylaws of Purchaser, as in effect immediately prior to the Effective Time, will be the bylaws of the surviving corporation. The directors of Purchaser immediately prior to the Effective Time will be the initial directors of the surviving corporation, and the officers of Oregon Steel immediately prior to the Effective Time will be the initial

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officers of the surviving corporation. Pursuant to a collective bargaining agreement, the United Steelworkers of America have the right to designate one member to stand for election to the board of directors of Oregon Steel. Evraz and Purchaser have agreed in the Merger Agreement that one of the directors of the surviving corporation will continue to be appointed by the United Steelworkers of America to the extent and for so long as required by the collective bargaining agreement.

        Conversion of Shares.    Each Share issued and outstanding immediately prior to the Effective Time (other than (a) any Shares owned by Evraz, Purchaser, or any subsidiary of Evraz or Oregon Steel or held in the treasury of Oregon Steel, all of which will be canceled without any consideration being exchanged therefor, and (b) Shares held by stockholders who properly exercise dissenters' rights under the DGCL, if any) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive in cash, the Offer Price, without interest, upon surrender of the certificate representing such Shares. At the Effective Time, each share of common stock of Purchaser, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one share of common stock of the surviving corporation.

        The Merger Agreement provides that at the Effective Time, all of the outstanding options or rights to acquire Shares that are outstanding (regardless of whether vested or exercisable) at the later of (a) the completion of the Offer and (b) the earlier of January 2, 2007 and the Effective Time (such date, the "Option Cash-Out Date" and the options outstanding as of the Option Cash-Out Date, the "Existing Stock Options") granted under any stock option or similar plan of Oregon Steel (the "Stock Option Plans") will, at the Option Cash-Out Date, be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the excess, if any, of the Offer Price over the per share exercise or purchase price of such Existing Stock Option and (b) the number of Shares subject to such Existing Stock Option.

        Each other incentive award or other right relating to, or the value of which is based on the value of, Shares, other than stock options that is outstanding immediately prior to the acceptance for payment of Shares in the Offer will, by virtue of the completion of the Offer and in accordance with the terms of the equity plan governing the terms of such incentive award, be converted into the right to receive an amount in cash, without interest, equal to the product of (a) the excess, if any, of the Offer Price over the per Share exercise or purchase price of such incentive award and (b) the number of Shares subject to such incentive award.

        Representations and Warranties.    In the Merger Agreement, Oregon Steel has made customary representations and warranties to Evraz and Purchaser with respect to, among other matters, its organization and qualification, capitalization, authority, consents and approvals, public filings, financial statements, absence of any Material Adverse Effect (as defined below), information to be included in this Offer to Purchase, the related Letter of Transmittal and any other ancillary documents related to the Offer (collectively, the "Offer Documents") and in the Information Statement, brokers fees, employee benefit matters, litigation, tax matters, compliance with law, environmental matters, intellectual property, real property, material contracts, insurance, related party transactions, inapplicability of state takeover statutes, the Rights Agreement and the vote required by Oregon Steel's stockholders to approve the Merger. Each of Evraz and Purchaser has made customary representations and warranties to Oregon Steel with respect to, among other matters, its organization and qualification, authority, information to be included in the Offer Documents and the Information Statement, consents and approvals, financing and brokers' fees.

        As defined in the Merger Agreement and for purposes of the Offer, "Material Adverse Effect" means any material and adverse effect on either (i) any of the financial condition, business, assets, liabilities or results of operations of Oregon Steel and its subsidiaries taken as a whole or (ii) the ability of Oregon Steel to consummate the transactions contemplated by the Merger Agreement;

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provided, however, that no event, condition, change, occurrence or development of a state of circumstances arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (A) changes in the economy or financial markets generally in the United States or Canada; (B) changes that are the result of factors generally affecting the principal industries and geographic areas in which Oregon Steel and its subsidiaries operate; (C) the announcement of the execution of the Merger Agreement or the performance of obligations under the Merger Agreement; (D) the commencement, occurrence, continuation or escalation of any war, armed hostilities or acts of terrorism involving the United States or Canada; (E) changes in GAAP or interpretation thereof after the date hereof; (F) any failure by Oregon Steel to meet any estimates of revenues or earnings for any period ending on or after the date of the Merger Agreement, provided that the exception in this clause shall not prevent or otherwise affect a claim or determination that any event, condition, change, occurrence or development of a state of circumstance underlying such failure has resulted in a Material Adverse Effect; (G) changes in the price or trading volume of Shares, provided that the exception in this clause shall not prevent or otherwise affect a claim or determination that any event, condition, change, occurrence or development of a state of circumstances that may have caused or contributed to such change in market price or trading volume has resulted in a Material Adverse Effect; provided, further, that, with respect to clauses (A), (B) and (D), such change, event, circumstances or development does not disproportionately adversely affect Oregon Steel and its subsidiaries compared to other companies operating generally in the principal industries and geographic areas in which Oregon Steel and its subsidiaries operate.

        The representations and warranties contained in the Merger Agreement have been made solely for the benefit of the other party and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties:

•

have been qualified by information set forth in a confidential disclosure letter exchanged by the parties in connection with signing the Merger Agreement—the information contained in this disclosure letter modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement;



•

will not survive consummation of the Merger and cannot be the basis for any claims under the Merger Agreement by the other party after termination of the Merger Agreement other than claims for willful breach;



•

may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the Merger Agreement if those statements turn out to be inaccurate; and



•

were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

Covenants.

        Conduct of Business.    The Merger Agreement obligates Oregon Steel and its subsidiaries, from the date of the Merger Agreement to the date on which the majority of Oregon Steel's directors are designees of Evraz or Purchaser, to conduct their operations only in the ordinary and usual course of business, consistent with past practice (unless Evraz shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed)) and obligates Oregon Steel and its subsidiaries to use their reasonable best efforts to preserve intact their business organizations, to keep available the services of their current officers and to preserve the goodwill of and maintain satisfactory relationships with those persons and entities having business relationships with Oregon Steel and its subsidiaries. The Merger Agreement also contains specific restrictive covenants as to certain activities of Oregon Steel prior to the date on which the majority of Oregon Steel's directors are designees of Evraz or Purchaser, which

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provide that Oregon Steel will not (and will not permit any of its subsidiaries to) take certain actions without the prior written consent of Evraz (not to be unreasonably withheld or delayed), including, among other things and subject to certain exceptions, issuing or selling its securities or granting options, redeeming or repurchasing securities, changing its capital structure or declaring or paying any dividends or distributions, making material acquisitions or dispositions, entering into or amending material contracts, incurring or guaranteeing indebtedness for borrowed money or capital leases, making any loans, capital contributions or investments, changing accounting methods, making material tax elections outside of the ordinary course of business or entering into tax settlements, amending its certificate of incorporation or bylaws, entering into or amending any collective bargaining agreement, entering into or amending employment, severance or similar agreements, or increasing compensation of officers, directors and other than in the ordinary course of business, employees, agreeing to grant stock-related cash-based or other similar awards or bonus, forgiving loans to related parties, settling litigation or claims, increasing compensation or adopting new benefit plans, terminating any officers, incurring material capital expenditures or agreeing to take any of the foregoing actions.

        No Solicitation.    In the Merger Agreement, Oregon Steel has agreed not to, and to cause its subsidiaries not to, and to not permit its and their respective officers, directors, employees, representatives and agents to, directly or indirectly, solicit, initiate, participate in any way in or knowingly encourage any discussions or negotiations with respect to, or provide any information, or afford any access to the properties, books or records of Oregon Steel or any of its subsidiaries, or otherwise take any other action to knowingly assist or facilitate, any person or group in respect of, or that would reasonably be expected to lead to, any offer or proposal, or any indication of interest in making, an offer or proposal, made in writing which is structured to permit the person or group making such proposal to acquire beneficial ownership of at least 15% of the assets of, the equity interest in, or businesses of, Oregon Steel and its subsidiaries, taken as a whole, pursuant to a merger, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, including any single or multi-step transaction or series of related transactions, in each case other than the Offer and the Merger (an "Acquisition Proposal").

        Notwithstanding the foregoing, upon concurrent notice to Evraz and the prior execution by such person or group of a confidentiality agreement no less favorable to Oregon Steel than the confidentiality agreement entered into between Evraz and Oregon Steel (other than the exclusivity and "standstill" provisions contained therein, provided that if Oregon Steel agrees to a less restrictive standstill provision with such person or group, Evraz and Purchaser will also be bound only by the less restrictive standstill provision), Oregon Steel may, at any time prior to the purchase of Shares, furnish information to (provided that such information previously has been or will concurrently be provided to Evraz) or enter into discussions or negotiations with any person or group that has made an unsolicited bona fide Acquisition Proposal after the date of the Merger Agreement (not resulting from a breach of Oregon Steel's non-solicitation covenants) that the board of directors of Oregon Steel has reasonably determined in good faith, after consultation with its outside financial advisor and outside legal counsel and taking into account all legal, financial, financing, regulatory and other aspects of the proposal, that the Acquisition Proposal is or could reasonably be expected to lead to an unsolicited bona fide Acquisition Proposal (substituting 50% for 15% in the definition thereof) in respect of a transaction that the board of Oregon Steel will, based on the same criteria, determine, is more favorable to Oregon Steel's stockholders than the Offer and the Merger and is reasonably likely to be consummated on the terms proposed (a "Superior Proposal").

        The Merger Agreement also requires Oregon Steel to promptly (and in any event within two Business Days) notify Evraz and Purchaser, orally and in writing, if any such information is requested or any such negotiations or discussions are sought to be initiated and to immediately communicate to Evraz and Purchaser the identity of the person making such request or inquiry (the "Potential

27

Acquiror") and any other material terms of such request, inquiry or Acquisition Proposal. Oregon Steel will keep Evraz and Purchaser reasonably informed of the status of such discussions or negotiations and shall promptly (and in any event within two business days) notify Evraz and Purchaser orally and in writing of any modifications to the financial or other material terms of such request, inquiry or Acquisition Proposal. Oregon Steel also agreed to immediately cease and cause to be terminated any existing activities, discussions, or negotiations with respect to an Acquisition Proposal with anyone other than Evraz and its affiliates.

        The Merger Agreement provides that, except as described below, Oregon Steel may not (a) withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in a manner adverse to Evraz or Purchaser, the approval or recommendation of the Offer or the Merger, (b) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (c) release any third party from any confidentiality (in the context of an Acquisition Proposal) or standstill agreement to which Oregon Steel is a party, or grant any waiver, request or consent to any Acquisition Proposal under, any such agreement, (d) redeem the rights or amend or take any other action with respect to the Rights Agreement to facilitate any Acquisition Proposal or permit any person other than Evraz or Purchaser to acquire beneficial ownership of 15% or more of the Shares or (e) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement related to any Acquisition Proposal (other than a confidentiality agreement with a Potential Acquiror).

        Notwithstanding the provisions described in the immediately preceding paragraph, Oregon Steel may withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in manner adverse to Evraz or Purchaser, its recommendation of the Offer or the Merger, if Oregon Steel's board of directors determines in its good faith judgment, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable law, including its duties of good faith and candor to Oregon Steel's stockholders, and in the case where such determination is made in response to an Acquisition Proposal made and not withdrawn prior to such determination, Oregon Steel has provided Evraz prior written notice of its intent to take such action not less than two business days prior to taking such action. In addition, Oregon Steel and its board of directors are not prohibited by the Merger Agreement from taking and disclosing to Oregon Steel's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if, in the good faith judgment of the board of directors of Oregon Steel (after consultation with outside counsel) failure to do so would be inconsistent with its fiduciary duties, including its duty of candor to the stockholders of the Company, or violate its obligations under applicable law, provided, however, that any such action will be deemed to constitute a modification or qualification of the recommendation of the Offer or the Merger unless the board of directors of Oregon Steel expressly reaffirms its recommendation of the Offer or the Merger, as the case may be, in connection with such disclosure if so requested by Evraz.

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        Reasonable Best Efforts.    The Merger Agreement provides that subject to its terms and conditions, each of Oregon Steel, Evraz and Purchaser agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement. Without limiting the foregoing, each of Oregon Steel, Evraz and Purchaser will use its reasonable best efforts to make promptly any required submissions under the HSR Act, the submissions under the Exon-Florio Amendment and the requisite notifications under ITAR and any submissions under any applicable foreign antitrust or competition laws that are required to be made or which Oregon Steel and Evraz mutually agree should be made, in each case, with respect to the Offer, the Merger, and the transactions contemplated by the Merger Agreement and Evraz, Purchaser and Oregon Steel will cooperate with one another in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state or local law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to Oregon Steel's business in connection with the consummation of the transactions contemplated by the Merger Agreement and in promptly making any filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers required to be made or which Oregon Steel and Evraz mutually agree should be made.

        The Merger Agreement also provides that in the event that any action, suit, proceeding or investigation relating to the Merger Agreement or to the transactions contemplated thereby is commenced, whether before or after the Effective Time, the parties agree to cooperate and use their reasonable best efforts to defend vigorously against it and respond thereto and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement.

        Indemnification and Insurance.    In the Merger Agreement, Evraz and Purchaser have agreed that Oregon Steel's certificate of incorporation and bylaws, and the articles of organization, bylaws or similar constituent documents of any of Oregon Steel's subsidiaries will contain provisions with respect to indemnification no less favorable than those in effect as of the date of the Merger Agreement, until the expiration of the applicable statutes of limitations, unless an amendment, modification or repeal of such provisions is required by applicable law. In addition, all obligations of Oregon Steel (including with respect to change of control payments and rights to indemnification for prior acts or omissions, including rights to advancement of expenses) now existing in favor of current directors or officers of Oregon Steel shall survive the Merger and continue in full force and effect as obligations of the surviving corporation in accordance with their terms. Oregon Steel will also provide such letters of credit securing Oregon Steel's obligations pursuant to such change of control agreements as are required by the terms thereof.

        The Merger Agreement also provides that the surviving corporation will also indemnify and hold harmless each present and former officer and director of Oregon Steel and its subsidiaries against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses (and advancement of expenses), incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such person is or was an officer, director, employee fiduciary or agent of Oregon Steel, to the fullest extent permitted under applicable law and Oregon Steel's certificate of incorporation or bylaws as of the date of the Merger Agreement.

        The Merger Agreement further provides that the surviving corporation will, subject to certain limits, cause to be maintained in effect for a period of six years after the Effective Time, in respect of

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acts or omissions occurring prior to the Effective Time, policies of directors' and officers' liability insurance, or a six-year tail insurance policy, covering the persons covered at the date of the Merger Agreement by Oregon Steel's existing directors' and officers' liability insurance policies and providing coverage at least as favorable, in the aggregate, as such existing policies, subject to certain limitations on the amount of premiums that the surviving corporation may be required to pay for such coverage.

        Employee Matters.    The Merger Agreement provides that prior to the Effective Time, Oregon Steel will, and after the Effective Time, Evraz will cause the surviving corporation to, honor in accordance with their terms all existing employment and severance agreements between Oregon Steel or any of its subsidiaries and any officer, director or employee of Oregon Steel or any of its subsidiaries specified in the Merger Agreement. Evraz will, and will cause the surviving corporation to, honor in accordance with their respective terms certain collective bargaining agreements, including the collective bargaining agreements dated September 10, 2004, between Rocky Mountain Steel Mills and United Steelworkers of America, on behalf of Local Union 2102, Local Union 3267 and Local Union 3267 (Plant Protection), to the extent required by applicable law.

        The Merger Agreement further provides that Oregon Steel will take, or cause to be taken, all action necessary, as promptly after the date of the Merger Agreement as reasonably practicable, to amend any plan, maintained by Oregon Steel or any of its subsidiaries to eliminate, as of the date of the Merger Agreement, all provisions for the purchase of Shares directly from Oregon Steel or any of its subsidiaries or securities of any subsidiary.

        The Merger Agreement also provides that Evraz will cause the surviving corporation and its subsidiaries, until the first anniversary of the Effective Time, to provide compensation, pension, welfare and other benefits to its employees (excluding employees covered by a collective bargaining agreement, who shall continue to be governed by the terms of the applicable collective bargaining agreement) that will be in the aggregate no less favorable than those provided by Oregon Steel and its subsidiaries to such employees immediately prior to the Effective Time (excluding equity based compensation). In the Merger Agreement, Evraz also represents that it is its current intention to cause the surviving corporation to provide a long-term incentive plan to retain key employees of the surviving corporation.

        The Merger Agreement further provides that Evraz will cause the surviving corporation to give each employee of Oregon Steel credit, for purposes of the surviving corporation's vacation and other paid leave benefit programs, for such employees' accrued and unpaid vacation and paid leave balance as of the Effective Time, but in no event will Evraz or the surviving corporation be obligated to extend or enlarge the benefits available under such programs.

        The Merger Agreement also provides that Evraz will, and will cause the surviving corporation to, cause service rendered by employees of Oregon Steel and its subsidiaries to be taken into account for vesting and eligibility purposes under employee benefit plans of Evraz, the surviving corporation and its subsidiaries, to the same effect as such service was taken into account under the corresponding plans of Oregon Steel and its subsidiaries for those purposes.

        The Merger Agreement provides that Evraz will cause the surviving corporation to pay the annual bonuses to employees in respect of fiscal year 2006 in accordance with the terms of the applicable plan and consistent with past practice; provided that Oregon Steel's board of directors shall defer to the good faith determination of the chief executive officer of Oregon Steel that the timing and calculation of any such bonuses is consistent with the terms of the plan and in accordance with past practice.

        Takeover Laws.    Oregon Steel has agreed to, upon the request of Evraz or Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Evraz or Purchaser to the validity, or applicability to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, of, any "moratorium," "control share acquisition," "business combination," "fair price" or other form of anti-takeover law or regulations.

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        Notification of Certain Matters.    Oregon Steel has agreed to give prompt notice to Evraz and Purchaser, and Evraz or Purchaser, as the case may be, has agreed to give prompt notice to Oregon Steel, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in a breach or failure of any representation, warranty or covenant of such party contained in the Merger Agreement, substituting "material effect on Oregon Steel" for "Material Adverse Effect" wherever "Material Adverse Effect" qualifies any such representation, warranty or covenant and, provided that if any such representation, warranty or covenant does not contain a materiality qualifier, such breach or failure must be material. The obligations of Oregon Steel, Evraz and Purchaser under this provision do not constitute an obligation, covenant or agreement for purposes of determining whether any party to the Merger Agreement has a right to terminate the Merger Agreement or if the conditions to the Offer have been satisfied.

        Conditions to Consummation of the Merger.    Pursuant to the Merger Agreement, the respective obligations of Evraz, Purchaser and Oregon Steel to consummate the Merger are subject to the satisfaction or waiver, where permissible, prior to the proposed Effective Time, of the following conditions: (a) unless the Merger is consummated as a short-form merger, the agreement of merger contained in the Merger Agreement shall have been adopted by the affirmative vote of the stockholders of Oregon Steel required by and in accordance with applicable law, (b) the consummation of the Merger is not prohibited, restricted or made illegal by any statute, rule, regulation, executive order, judgment, decree or injunction enacted, entered, issued promulgated or enforced by any court or any governmental authority and (c) Purchaser shall have accepted for purchase Shares tendered pursuant to the Offer.

        Termination.    The Merger Agreement provides that it may be terminated and the Merger may be abandoned at any time (notwithstanding approval thereof by the stockholders of Oregon Steel) prior to the Effective Time (with any termination by Evraz also being an effective termination by Purchaser):

         (a)  by mutual written consent of Oregon Steel and Evraz;

         (b)  by either Evraz or Oregon Steel if any court of competent jurisdiction or other governmental entity shall have issued an order, decree or ruling, or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by the Merger Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the party seeking to terminate shall have used its reasonable best efforts to contest and remove such order, decree, ruling or action;

         (c)  by Oregon Steel if (i) Evraz or Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (A) would give rise to a material adverse effect on the ability of Evraz or Purchaser to consummate the Offer, the Merger or any other transactions contemplated thereby and (B) cannot be cured or has not been cured within 30 days after the giving of written notice to Evraz of such breach, (ii) Purchaser shall have failed to accept for payment and paid for Shares pursuant to the Offer in accordance with the terms hereof on or before the date that is four months from the date of the commencement of the Offer (the "Outside Date") or the Offer shall have expired or been terminated without Purchaser having purchased any Shares pursuant thereto or (iii) Purchaser fails to purchase validly tendered Shares in violation of the terms of the Merger Agreement; provided, that Oregon Steel has no right to terminate the Merger Agreement pursuant to clause (i) if Oregon Steel is then in material breach of any of its covenants contained in this Agreement or pursuant to clause (ii) if the failure of Purchaser to accept for payment and pay for Shares resulted from Oregon Steel's failure to perform any of its obligations under the Merger Agreement or from facts or circumstances that constitute a breach of any representation or warranty of Oregon Steel;

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         (d)  by Evraz if, (i) Oregon Steel breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform would (A) give rise to the failure of the condition described in subparagraph (c) of paragraph 2 of Section 13—"Certain Conditions of the Offer" below and (B) cannot be or has not been cured within 30 days after the giving of written notice to Oregon Steel of such breach or (ii) Purchaser shall not have accepted for payment Shares pursuant to the Offer prior to the Outside Date or the Offer shall have expired in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, that Evraz has no right to terminate the Merger Agreement pursuant to clause (i) if either Evraz or Purchaser is then in material breach of any of its covenants contained in the Merger Agreement or pursuant to clause (ii) if the failure of Purchaser to accept for payment Shares pursuant to the Offer by the Outside Date resulted from Evraz's or Purchaser's failure to perform any of its obligations under the Merger Agreement;

         (e)  by Oregon Steel, prior to the purchase of Shares pursuant to the Offer in connection with the receipt of a Superior Proposal, if all of the following conditions are satisfied: (i) Oregon Steel has complied with its obligations referred to above under "No Solicitation," (ii) Oregon Steel has given Evraz and Purchaser at least three business days advance written notice of its intention to accept or recommend a Superior Proposal and of all of the material terms and conditions of such Superior Proposal, (iii) Evraz and Purchaser do not within three business days of receipt by Evraz and Purchaser of the notice of a Superior Proposal, make an offer that the board of directors of Oregon Steel determines, in its good faith judgment (after consultation with its outside financial advisors and outside legal counsel) to be at least as favorable to the stockholders of Oregon Steel as the Superior Proposal; provided that during such three business day period, Oregon Steel shall negotiate in good faith with Evraz and Purchaser (to the extent that Evraz and Purchaser wish to negotiate) to enable Evraz and Purchaser to make such an offer and provided further, that, in the event of any amendment to the financial or other material terms of such Superior Proposal, Oregon Steel's board of directors shall deliver to Evraz and Purchaser an additional written notice, and the three business day period referenced above shall be extended for an additional two business days after Evraz's and Purchaser's receipt of such additional notice, (iv) Oregon Steel's board of directors, after taking into account any modifications to the terms of the Offer and the Merger agreed to by Evraz and Purchaser after receipt of such notice, continues to believe such Acquisition Proposal constitutes a Superior Proposal, and (v) on the date of such termination, Oregon Steel enters into a definitive agreement for the transaction contemplated by such Superior Proposal; provided that no termination pursuant to the foregoing shall be effective unless and until Oregon Steel shall have paid to Evraz the Expenses and the Termination Fee (as described below);

          (f)  by Evraz, prior to the purchase of Shares pursuant to the Offer, if Oregon Steel shall have (i) breached any of its covenants referred to above under "No Solicitation" in any material respect or (ii) the board of directors of Oregon Steel shall have taken or resolved to effect any of the actions referred to above in the last paragraph under "No Solicitation"; or

         (g)  by Evraz, prior to the purchase of Shares pursuant to the Offer, if since the date of the Merger Agreement, there shall have occurred any change, condition, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        Fees and Expenses.    Except as provided below, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Offer, the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such expenses.

        (a)   In the event that the Merger Agreement is terminated under the circumstances described in subparagraph (e) under "Termination" above, Oregon Steel has agreed to reimburse Evraz for all of the out-of-pocket fees and expenses of Evraz and Purchaser related to the Offer, the Merger Agreement,

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the transactions contemplated thereby and any related financing up to a maximum of $8 million ("Expenses") and to pay Evraz a termination fee of $68 million, less any Expenses actually reimbursed by Oregon Steel (the "Termination Fee"), in each case at the time of termination.

        (b)   In the event that the Merger Agreement is terminated under the circumstances described in subsection (ii) of subparagraph (f) under "Termination" above, Oregon Steel has agreed to reimburse Evraz for Expenses and to pay Evraz the Termination Fee on the business day following such termination.

        (c)   In the event that (i) the Merger Agreement is terminated under the circumstances described in (1) subsection (ii) of subparagraph (c) under "Termination" above (unless the matters giving rise to such termination are due to Evraz's or Purchaser's breach of their covenants), or (2) subsection (ii) of subparagraph (d) under "Termination" above, (ii) prior to the event giving rise to such termination an Acquisition Proposal has been made or publicly announced, (iii) as of the event giving rise to such termination, the only condition of the Offer that was not satisfied was the Minimum Tender Condition, then (x) upon such termination, Oregon Steel has agreed to reimburse Evraz for the Expenses and (y) if within 12 months thereafter an Acquisition Proposal has been consummated or a definitive agreement providing for a transaction underlying any Acquisition Proposal has been executed (any such event, a "Subsequent Transaction"), Oregon Steel has agreed to pay Evraz the Termination Fee. For purposes of the definition of Subsequent Transaction and the provisions described under this "Fees and Expenses" section, references to 15% in the definition of "Acquisition Proposal" will be replaced with 50%.

        (d)   In the event that the Merger Agreement is terminated under the circumstances described in subsection (i) of subparagraph (d) under "Termination" above, and prior to such termination, an Acquisition Proposal shall have been made or publicly announced, then (x) Oregon Steel has agreed to reimburse Evraz for the Expenses upon such termination and (y) if within 12 months following the termination, there is a Subsequent Transaction, then Oregon Steel shall pay Evraz the Termination Fee.

        (e)   In the event that the Merger Agreement is terminated under the circumstances described in subsection (i) of subparagraph (f) under "Termination" above, then (x) Oregon Steel has agreed to reimburse Evraz for the Expenses upon such termination and (y) if within 12 months following the date of such termination there is a Subsequent Transaction, then Oregon Steel shall pay Evraz the Termination Fee.

        Any Expenses or Termination Fee that becomes payable pursuant to the provisions described in clause (x) of paragraphs (c), (d) or (e) under "Fees and Expenses" shall be payable simultaneously with such termination (in the case of a termination by Oregon Steel) or within one business day thereafter (in the case of a termination by Evraz) and if any Expenses or Termination Fee becomes payable pursuant to the provisions described in clause (y) of paragraphs (c), (d) or (e) under "Fees and Expenses" they shall be payable simultaneously with the earlier of completion of such Acquisition Proposal and Oregon Steel's entering into such a definitive agreement.

        Amendment.    To the extent permitted by applicable law, the Merger Agreement may be amended by the boards of directors of Oregon Steel, Evraz and Purchaser, subject in the case of Oregon Steel to the approval of the Continuing Directors as described under "Directors" above, at any time before or after adoption of the Merger Agreement by the stockholders of Oregon Steel but, after any such stockholder approval, no amendment may be made which decreases the Merger Consideration or which adversely affects the rights of the stockholders of Oregon Steel under the Merger Agreement without the approval of the stockholders of Oregon Steel.

        Extension; Waiver.    At any time prior to the Effective Time, the parties, subject in the case of Oregon Steel to the provisions of the Merger Agreement requiring certain actions to be approved by the Continuing Directors, may extend the time for the performance of any of the obligations or other acts of the other parties, waive any inaccuracies in the representations and warranties contained the Merger Agreement by any other applicable party or in any document, certificate or writing delivered

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pursuant to the Merger Agreement by any other applicable party or waive compliance with any of the agreements or conditions contained in the Merger Agreement.

        Confidentiality Agreement.    On February 9, 2005, an affiliate of Evraz and Oregon Steel entered into a confidentiality agreement, which was amended on November 6, 2006 to, among other things, add Evraz as a party and extend the term of the confidentiality and standstill obligations. Each party agreed that any information furnished to it or its representatives by or on behalf of the other party will be considered confidential information to be kept confidential for a period of three years from the date of the agreement unless otherwise required by law and will be used solely for the purpose of evaluating a possible transaction. Evraz and its affiliate agreed that they will not, for a period of three years from the date of the agreement, effect, participate in, or seek, offer, or propose to effect or to participate in any acquisition of securities or assets, any business combination, any extraordinary transaction, or any solicitation of proxies or consents to vote any securities of Oregon Steel or its subsidiaries or enter into discussions or arrangements with any third party, participate in a group (as defined under the Exchange Act), or take action that may force Oregon Steel to make public announcements concerning the foregoing. Subject to qualified exceptions, Evraz and its affiliate agreed not to employ or attempt to employ or divert any employee of Oregon Steel for a period of three years from the date of the agreement. The amended confidentiality agreement provided that from November 6, 2006 until 5 P.M. EST on November 20, 2006, Oregon Steel and its agents would not solicit or knowingly encourage or initiate inquiries or proposals, participate in discussions, enter into any agreement or understanding, or provide information that could reasonably be expected to lead to alternative acquisition proposals and would terminate any existing solicitation, discussion, or negotiation with respect to alternative acquisition proposals. This summary is qualified in its entirety by reference to the confidentiality agreement and the amendment to the confidentiality agreement which are filed as Exhibits (d)(2) and (d)(3), to the Schedule TO, respectively, and are incorporated herein by reference.

        Effects of Inability to Consummate the Merger.    If, following the consummation of the Offer, the Merger is not consummated for any reason (see —"The Merger Agreement—Conditions to Consummation of the Merger"), Evraz, which owns 100 percent of the common stock of Purchaser, indirectly will control the number of Shares acquired by Purchaser pursuant to the Offer. Under the Merger Agreement, promptly following payment by Purchaser for Shares purchased pursuant to the Offer, and from time to time thereafter, subject to applicable law and applicable rules and regulations of the NYSE, Oregon Steel has agreed to take all actions necessary to cause a pro rata portion (based on the percentage of outstanding shares acquired by Purchaser) of the directors of Oregon Steel to consist of persons designated by Purchaser (see "The Merger Agreement—Directors"). As a result of its ownership of such Shares and right to designate nominees for election to the board of directors of Oregon Steel, Evraz indirectly will be able to influence decisions of the board of directors of Oregon Steel and the decisions of Purchaser as a stockholder of Oregon Steel. This concentration of influence in one stockholder may adversely affect the market value of the Shares.

        If Evraz controls more than 50 percent of the outstanding Shares following the consummation of the Offer but the Merger is not consummated, stockholders of Oregon Steel, other than those affiliated with Evraz, will lack sufficient voting power to elect directors or to cause other actions to be taken which require majority approval.

12.   Source and Amount of Funds

        Evraz, the parent company of Purchaser, will provide Purchaser with sufficient funds to pay for all Shares accepted for payment in the Offer or to be acquired in the Merger. Evraz estimates that the total amount of funds necessary to purchase all outstanding shares of Oregon Steel pursuant to the offer and the merger will be approximately $2.35 billion which will be used to pay stockholders of Oregon Steel and holders of Oregon Steel's other equity-based interests, to refinance existing indebtedness of Oregon Steel and to pay customary fees and expenses in connection with the Offer and the Merger, the financing arrangements and the related transactions. Evraz expects to fund all these

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payments through a loan from Evraz to Purchaser, which Evraz will provide from cash on hand and/or cash generated from general corporate activities, as well as debt financing. The offer is not conditioned upon any financing arrangements.

        The following summary of certain financing arrangements of Evraz in connection with the Offer and the Merger is qualified in its entirety by reference to the Commitment Letter described below, a copy of which is filed as an exhibit to the Schedule TO and is incorporated by reference herein. You are urged to read the Commitment Letter in its entirety for a more complete description of the provisions summarized below.

        Debt Financing.    In connection with the Offer and the Merger, Evraz expects to finance a portion of the consideration to be paid in the Offer and the Merger and Evraz has obtained a commitment from Credit Suisse and UBS to provide funds in an aggregate principal amount of up to $1.8 billion under an unsecured term loan facility (the "Facility"), which will be guaranteed by Mastercroft Limited, an affiliate of Evraz.

        The Facility may be used to finance the direct or indirect acquisition of Shares pursuant to the Offer, the top-up option and the Merger, as well as to pay for other equity-based interests, to refinance any borrowings of Oregon Steel and its subsidiaries and to pay the costs and expenses in connection with the Offer and the other transactions contemplated by the Merger Agreement. Subject to the execution of definitive documentation relating to the Facility on or prior to December 16, 2006 and Evraz's compliance with its obligations under the commitment, the Facility will be available until the earliest of 194 days following November 16, 2006, three business days following the Effective Time and the date that the Offer lapses without consummation, terminates or is withdrawn or the Merger Agreement terminates in accordance with its terms.

        As long as the Facility is available and subject to the satisfaction of certain conditions referred to below, Evraz may draw up to $1.8 billion under the Facility to finance its payment obligations pursuant to the Offer and the Merger and to finance other costs and expenses in relation to the Offer and the transactions contemplated by the Merger Agreement. Evraz will be required to repay all amounts outstanding under the Facility on November 15, 2007, unless within one month prior to such date, the lenders grant Evraz's request for an extension of the repayment date, in which case Evraz will be required to repay all loans outstanding under the Facility no later than May 16, 2008.

        At Evraz's election, during the first 12 months of the Facility, Evraz may prepay up to $1 billion of the Facility with standard break funding costs, but without payment of any penalty or premium. In addition, Evraz will be required to prepay all amounts outstanding under the Facility in the event of a change of control of Evraz or if the Evraz group's rating is downgraded to or below B- (Standard and Poor's) or B3 (Moody's). Furthermore, if it becomes unlawful for a lender to perform its obligations under the Facility and such lender requests prepayment of the amount which it has lent to Evraz, then Evraz must prepay such amount. Prepayments will (subject to various exceptions and limitations) also be required following consummation of certain financing transactions and material disposals by the Evraz group.

        The lenders' obligation to fund loans under the Facility is subject to a number of conditions, including certain documents, certificates and legal opinions having been delivered to the lenders. In particular, Evraz must certify to the lenders that Purchaser has become obligated to accept for payment and pay for the Shares in accordance with the Merger Agreement, that certain material terms or conditions of the Offer or the Merger Agreement (to be designated in the definitive financing agreement) have not been waived or amended without the consent of the lenders, that neither Evraz nor Purchaser has agreed to any arrangements with any governmental, regulatory or similar authority in order to satisfy any term or condition of the Offer, other than those restrictions referred to in subparagraph (a) of the second paragraph under Section 13—"Certain Conditions of the Offer," all necessary filings under the HSR Act and the Exon-Florio Amendment have been made and the applicable waiting periods have expired, lapsed or been terminated and that all other necessary consents and authorizations required to implement the Offer in accordance with the Merger Agreement have been obtained.

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        The lenders will not be obliged to fund any loans under the Facility if certain major events of default under the Facility relating to Evraz, Mastercroft or the Purchaser (but excluding Oregon Steel and its subsidiaries) were to occur and be outstanding, such events of default being limited to non-payment, breach of provisions relating to pari passu ranking, negative pledge, restrictions on disposals, acquisitions or financial indebtedness or the Offer, any breach of major representations (defined in the Commitment Letter) relating to Evraz, Mastercroft or Purchaser (but excluding Oregon Steel or its subsidiaries) or a change of control of Evraz, Mastercroft or the Purchaser. Furthermore, the lenders will not be obligated to fund loans unless such major representations are true and correct and would remain true and correct upon funding of a loan.

        All loans outstanding under the Facility will accrue interest at a rate equal to LIBOR plus an applicable margin and increased by certain mandatory costs of complying with applicable regulatory requirements of the Bank of England, the Financial Services Authority, the European Central Bank or any other relevant regulatory authority. Evraz will pay a commitment fee equal to a percentage of the applicable margin on the undrawn, uncanceled amount of each lender's commitments under the Facility during the period beginning December 16, 2006 until the expiration of the commitment. Evraz may cancel $10,000,000 of the commitment at any time on 10 business days prior written notice.

        Evraz has agreed to make standard representations and warranties, to be bound by certain customary covenants (including financial convenants) and the Financing will be subject to certain customary events of default (including that no material adverse change (as defined in the Commitment Letter) has occurred).

        Evraz expects to repay the loan from revenue generated from corporate activities and through refinancing into longer-term debt facilities and/or capital markets transactions.

        We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger, and (d) Evraz has arranged for sufficient funds to purchase all Shares validly tendered and not properly withdrawn in the Offer and to acquire the remaining outstanding Shares in the Merger.

13.   Certain Conditions of the Offer

        Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered in connection with the Offer unless immediately prior to the Expiration Date (a) the Minimum Tender Condition shall have been satisfied, (b) any applicable waiting period under the HSR Act in respect of the Offer or the Merger shall have expired or been terminated; (c) the period of time for any applicable review process by CFIUS under the Exon-Florio Amendment (including, if applicable, any investigation commenced thereunder) shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by this Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment; and (d) either (A) the 60-day notification period under ITAR §122.4(b) shall have expired or otherwise been terminated, or (B) the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by this Agreement under ITAR will occur.

        Additionally, notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject as aforesaid, to pay for any Shares tendered in the Offer if, at any time

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on or after the date of the Merger Agreement and prior to the acceptance for payment of Shares, any of the following conditions exist:

        (a)   there shall have been any statute, rule, regulation, legislation, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any governmental entity that is applicable to Evraz, Purchaser, Oregon Steel, the Offer or the Merger that (1) makes the acceptance for payment of, or payment for or purchase of some or all of the Shares pursuant to the Offer illegal, (2) imposes material limitations on the ability of Evraz, Purchaser or any of their respective subsidiaries to acquire or hold, transfer or dispose of, or effectively to exercise all rights of ownership of, some or all of the Shares including the right to vote the Shares purchased by it pursuant to the Offer on an equal basis with all other Shares on all matters properly presented to the stockholders of Oregon Steel, (3) imposes any material limitations on the ability of Evraz, Purchaser or any of their respective subsidiaries effectively to control the business or operations of Oregon Steel, Evraz, Purchaser or any of their respective subsidiaries, or (4) otherwise prohibits the Offer or the Merger, except, in the case of clauses (2) and (3), for (x) any restrictions imposed by any governmental entity on the transfer or retransfer of defense articles (including technical data) or defense services subject to ITAR or dual-use items subject to the Export Administration Regulations; (y) any restrictions imposed by any governmental entity on the conduct or structure of any business or operations of Oregon Steel that involve the manufacture and/or export of defense articles or defense services subject to ITAR; or (z) restrictions imposed on Oregon Steel's operations or divestitures of certain operations as a result or consequence of its review by CFIUS, in the case of each of (x), (y) and (z) to the extent that such restrictions would not reasonably be expected to have a material adverse effect on (A) the business of Oregon Steel and its subsidiaries, taken as a whole, or (B) the corporate governance of Oregon Steel; provided, that Evraz and Purchaser shall have complied with their obligations to use their reasonable best efforts to effect the Offer and the Merger in accordance with the Merger Agreement;

        (b)   since the date of the Merger Agreement, there shall have occurred any change, condition, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

        (c)   (i) Oregon Steel shall have breached or failed to comply in any material respect with any of its obligations, covenants, or agreements under the Merger Agreement or (ii) (A) Oregon Steel's representations and warranties to the effect that no Material Adverse Effect has occurred since December 31, 2005 or with respect to capitalization shall not be true and correct in all respects, except, in the case of the capitalization representation, for de minimis deviations and except that its representations with respect to certain individual grants of stock options, restricted shares or other equity awards are subject to the standard set out in (B) below, or (B) Oregon Steel's representations and warranties set forth in the Merger Agreement other than those referred to in clause (c)(ii)(A) above shall not be true and correct in all respects (determined without regard to any materiality or "Material Adverse Effect" qualifier therein), except for such breaches of representations and warranties, that in the aggregate, have not had and would not be reasonably be expected to have a Material Adverse Effect, provided that Evraz shall not then be in material breach of any of its covenants contained in this Agreement;

which, in the reasonable judgment of Evraz or Purchaser, in any case, and regardless of the circumstances (including any action or inaction by Evraz or Purchaser or any of their Affiliates that is not otherwise prohibited by law (including Section 14(e) of the Exchange Act) or by the Merger Agreement) giving rise to any such condition, makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for Shares.

        Finally, notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or to pay for any Shares tendered in the Offer and may terminate the Offer if the Merger

37

Agreement shall have been terminated pursuant to its terms or shall have been amended pursuant to its terms to provide for such termination or amendment of the Offer.

        The foregoing conditions are for the benefit of Evraz and Purchaser and, regardless of the circumstances, may be asserted by Evraz or Purchaser in whole or in part at any applicable time or from time to time prior to the Expiration Date, except that the conditions relating to receipt of any governmental regulatory approvals from any governmental entity may be asserted at any time prior to the acceptance for payment of Shares, and all conditions (except for the Minimum Tender Condition) may be waived by Evraz or Purchaser in its discretion in whole or in part at any applicable time or from time to time, in each case subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the Commission. The failure of Evraz or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

14.   Dividends and Distributions

        The Merger Agreement provides that from the date of the Merger Agreement to such time as designees of Evraz or Purchaser shall comprise a majority of the members of the board of directors of Oregon Steel, Oregon Steel shall not, and shall not permit any of its subsidiaries to, without the prior consent of Evraz, declare, set aside, make or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its capital stock (other than cash dividends by a wholly owned subsidiary with respect to their capital stock (or dividends or distributions paid or made on a pro rata basis by a subsidiary of Oregon Steel)). See Section 11—"Purpose of the Offer; Plans for Oregon Steel and the Merger Agreement—The Merger Agreement—Covenants."

15.   Certain Legal Matters

        General.    Except as otherwise set forth in this Offer to Purchase, based on Evraz's and Purchaser's review of publicly available filings by Oregon Steel with the Commission and other information regarding Oregon Steel, Evraz and Purchaser are not aware of any licenses or other regulatory permits which appear to be material to the business of Oregon Steel and which might be adversely affected by the acquisition of Shares by Purchaser or Evraz pursuant to the Offer or of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Shares by Purchaser or Evraz pursuant to the Offer. In addition, except as set forth below, Evraz and Purchaser are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for Evraz's and Purchaser's acquisition or ownership of the Shares. Should any such approval or other action be required, Evraz and Purchaser currently expect that such approval or action, except as described below under "State Takeover Laws," would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions or that adverse consequences might not result to Oregon Steel's or Evraz's business or that certain parts of Oregon Steel's or Evraz's business might not have to be disposed of or held separate in the event that such approvals were not obtained or such other actions were not taken. In such an event, we may not be required to purchase any Shares in the Offer. See Section 13—"Certain Conditions of the Offer."

        Antitrust Compliance.    Under the HSR Act, and the related rules and regulations that have been issued by the Federal Trade Commission (the "FTC"), certain transactions may not be consummated until specified information and documentary material ("Premerger Notification and Report Forms") have been furnished to the FTC and the Antitrust Division of the Department of Justice (the "Antitrust Division") and certain waiting period requirements have been satisfied. These requirements of the HSR Act apply to the acquisition of Shares in the Offer and the Merger.

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        Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing by the Controlling Persons, as the ultimate parent entities of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. The Controlling Persons filed Premerger Notification and Report Forms with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger on November 27, 2006. Accordingly, the required waiting period with respect to the Offer and the Merger will expire at 11:59 p.m., New York City time, on or about December 12, 2006, unless earlier terminated by the FTC or the Antitrust Division or unless the FTC or the Antitrust Division issues a request for additional information and documentary material (a "Second Request") prior to that time. If within the 15-calendar-day waiting period either the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer and the Merger would be extended until ten calendar days following the date of substantial compliance by the ultimate parent entities of Purchaser with that request, unless the FTC or the Antitrust Division terminates the additional waiting period before its expiration. After the expiration of the ten calendar day waiting period, the waiting period could be extended only by court order or with consent of the ultimate parent entities. In practice, complying with a Second Request can take a significant period of time. Although Oregon Steel is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with the Offer, neither Oregon Steel's failure to make those filings nor a request for additional documents and information issued to Oregon Steel from the FTC or the Antitrust Division will extend the waiting period with respect to the purchase of Shares in the Offer and the Merger. The Merger will not require an additional filing under the HSR Act if Purchaser owns more than 50 percent of the outstanding Shares at the time of the Merger or if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.

        The FTC and the Antitrust Division will scrutinize the legality under the antitrust laws of Purchaser's proposed acquisition of Oregon Steel. At any time before or after Purchaser's acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the US federal antitrust laws by substantially lessening competition in any line of commerce affecting US consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Purchaser, Oregon Steel, or any of their respective subsidiaries or affiliates. US state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While Evraz believes that consummation of the Offer would not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer or the Merger. See Section 13—"Certain Conditions of the Offer."

        Exon-Florio.    The Exon-Florio Amendment empowers the President of the United States to prohibit or suspend an acquisition of, or investment in, a U.S. company by a "foreign person" if the President, after investigation, finds credible evidence that the foreign person might take action that threatens to impair the national security of the United States and that other provisions of existing law do not provide adequate and appropriate authority to protect the national security. By a 1988 executive order, the President delegated to CFIUS the authority to receive notices of proposed transactions, determine when an investigation is warranted, conduct investigations and submit recommendations to the President to suspend or prohibit the completion of transactions or to require divestitures of completed transactions.

        A party or parties to a transaction may, but are not required to, submit to CFIUS a voluntary notice of the transaction. CFIUS has 30 calendar days from the date of submission to review the

39

transaction and decide whether to initiate a formal investigation. If CFIUS declines to investigate, it sends a "no action" letter, and the review process is complete. If CFIUS decides to investigate, it has 45 calendar days in which to prepare a recommendation to the President of the United States, who must then decide within 15 calendar days whether to block the transaction. CFIUS also has the power to initiate investigations in the absence of a voluntary notification.

        Evraz and Oregon Steel plan to submit a notice of the merger to CFIUS, in accordance with the regulations implementing the Exon-Florio Amendment, in the near future. Evraz and Purchaser intend to work with the U.S. government to ensure that U.S. national security interests are protected. Although Evraz and Purchaser do not believe an investigation of, or recommendation to block, the Offer or the Merger by CFIUS is warranted under the standards of the Exon-Florio Amendment, CFIUS and the President of the United States have considerable discretion to conduct investigations and block transactions under the Exon-Florio Amendment. In addition, the U.S. Senate and House of Representatives each passed separate bills to amend the CFIUS review process in July 2006, and final legislation may be enacted which could affect CFIUS review of this transaction. While Evraz believes that the Offer does not raise national security issues requiring investigation by CFIUS, there can be no assurance that an investigation of the Offer under Exon-Florio will not be initiated or, if an investigation is conducted, what the result will be. If any such review or investigation results in a change to the terms of the transactions contemplated by the Offer, Evraz will not be required to consummate the Offer or the Merger to the extent that such restrictions would reasonably be expected to have a material adverse effect on (A) the business of Oregon Steel and its subsidiaries, taken as a whole, or (B) the corporate governance of Oregon Steel. See Section 13—"Certain Conditions of the Offer."

        ITAR.    Oregon Steel manufactures quenched and tempered steel that is used in armor plating vehicles for the military. The U.S. government regulates these activities on national security grounds and, accordingly, Oregon Steel is registered with the U.S. State Department, Directorate of Defense Trade Controls ("DDTC") as a manufacturer and exporter of items that are controlled under ITAR. ITAR requires registered companies to notify DDTC at least 60 days in advance of any intended sale or transfer to a foreign person of ownership or control of registrant or any subsidiary thereof. In connection with the Offer, Oregon Steel filed a notification with DDTC on November 20, 2006 and will comply with other applicable requirements of ITAR. While Evraz and Oregon Steel do not believe that the Offer or the Merger should raise significant issues or concerns with the U.S. State Department relating to activities controlled by ITAR, there can be no assurance that the U.S. government will not seek to challenge the Offer, require divestiture of certain businesses or impose restrictions on the Offer, the Merger or the conduct of the business following consummation of the Offer or the Merger. If any such action is taken, Evraz will not be required to consummate the Offer or the Merger to the extent that such restrictions would reasonably be expected to have a material adverse effect on (A) the business of Oregon Steel and its subsidiaries, taken as a whole, or (B) the corporate governance of Oregon Steel. See Section 13—"Certain Conditions of the Offer."

        Other Foreign Laws.    Oregon Steel and Evraz and certain of their respective subsidiaries conduct business in several foreign countries where regulatory filings or approvals may be required or desirable in connection with the consummation of the Offer. Certain of such filings or approvals, if required or desirable, may not be made or obtained prior to the expiration of the Offer. Evraz and Oregon Steel are analyzing the applicability of any such laws and currently intend to take such action as may be required or desirable. If any foreign governmental entity takes an action prior to the completion of the Offer that might have certain adverse effects, Purchaser may not be obligated to accept for payment or pay for any Shares tendered. See Section 13—"Certain Conditions of the Offer."

        Stockholder Approval.    Oregon Steel has represented in the Merger Agreement that the execution and delivery of the Merger Agreement by Oregon Steel and the consummation by Oregon Steel of the

40

transactions contemplated by the Merger Agreement have been duly and validly authorized by the board of directors of Oregon Steel, and no other corporate proceedings on the part of Oregon Steel are necessary to authorize the Merger Agreement or to consummate the transactions so contemplated, other than, with respect to the Merger, the approval of the plan of merger (as such term is used in the DGCL) contained in the Merger Agreement by the holders of at least a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to the short-form merger provisions). According to Oregon Steel's certificate of incorporation, the Shares are the only securities of Oregon Steel that entitle the holders thereof to voting rights. If following the purchase of Shares by Purchaser pursuant to the Offer, Purchaser and its affiliates own more than a majority of the outstanding Shares, Purchaser will be able to effect the Merger without the affirmative vote of any other stockholder of Oregon Steel.

        Short-Form Merger.    The DGCL provides that if a parent company owns at least 90 percent of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if as a result of the Offer, the top-up option or otherwise, Purchaser directly or indirectly owns at least 90 percent of the Shares, Evraz could, and (subject to the conditions to its obligations to, effect the Merger contained in the Merger Agreement) is obligated under the Merger Agreement to effect the Merger without prior notice to, or any action by, any other stockholder of Oregon Steel if permitted to do so under the DGCL. Even if Evraz and Purchaser do not own 90 percent of the outstanding Shares following consummation of the Offer, Evraz and Purchaser could seek to purchase additional Shares in the open market, from Oregon Steel or otherwise in order to reach the 90 percent threshold and effect a short-form merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the top-up option, may be greater or less than that paid in the Offer.

        State Takeover Laws.    A number of states (including Delaware, where Oregon Steel is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. To the extent that certain provisions of certain of these state takeover statutes purport to apply to the Offer or the Merger, Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce.

        Section 203 of the DGCL prevents certain "business combinations" with an "interested stockholder" (generally, any person who owns or has the right to acquire 15 percent or more of a corporation's outstanding voting stock) for a period of three years following the time such person became an interested stockholder, unless, among other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. The Oregon Steel board of directors has irrevocably taken all necessary steps to render the restrictions of Section 203 of the DGCL inapplicable to the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby.

        Purchaser has not attempted to comply with any other state takeover statutes in connection with the Offer or the Merger. Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement or the transactions contemplated thereby, and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or the Merger Agreement, as applicable, Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the

41

Offer. In such case, Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 13—"Certain Conditions of the Offer."

        Appraisal Rights.    No appraisal rights are available in connection with the Offer. However, if the Merger is consummated, persons who are then stockholders of Oregon Steel will have certain rights under Section 262 of the DGCL to dissent and demand appraisal of, and payment in cash of the fair value of, their Shares. Such rights, if the statutory procedures were complied with, could lead to a judicial determination of the fair value (excluding any element of value arising from the accomplishment or expectation of the Merger) required to be paid in cash to such dissenting stockholders for their Shares. Any such judicial determination of the fair value of Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Shares, including asset values and the investment value of the Shares. The value so determined could be more or less than the purchase price per Share pursuant to the Offer or the consideration per Share to be paid in the Merger.

The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under the DGCL. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL which will be set forth in their entirety in the information statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger.

        "Going Private" Transactions.    Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions and may under certain circumstances be applicable to the Merger. However, Rule 13e-3 will be inapplicable if (a) the Shares are deregistered under the Exchange Act prior to the Merger or another business combination or (b) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. Neither Evraz nor Purchaser believes that Rule 13e-3 will be applicable to the Merger.

16.   Fees and Expenses

        Credit Suisse is acting as Dealer Manager in connection with the Offer and has provided certain financial advisory services to Purchaser and Evraz in connection with the acquisition of Oregon Steel. In its role as Dealer Manager, Credit Suisse may contact brokers, dealers and similar entities and may provide information regarding the Offer to those that it contacts or persons that contact Credit Suisse. Credit Suisse is being paid reasonable and customary compensation for its services as Dealer Manager in connection with the Offer and for its services as financial advisor. Credit Suisse is also entitled to reimbursement for certain expenses incurred by Credit Suisse, including the fees and expenses of legal counsel, and to indemnification against certain liabilities and expenses in connection with its engagements, including certain liabilities under the federal securities laws.

        Credit Suisse and its affiliates have provided and may in the future provide various investment banking, financial advisory and other services to Evraz or its affiliates, for which they have received or may receive customary compensation. In the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, Credit Suisse and its affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in the Shares.

        Purchaser has retained the Depositary and the Information Agent in connection with the Offer. Each of the Depositary and the Information Agent will receive customary compensation, reimbursement for reasonable out-of-pocket expenses as well as indemnification against certain liabilities in connection with the Offer, including liabilities under the federal securities laws.

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        As part of the services included in such retention, the Information Agent and the Dealer Manager may contact holders of Shares by personal interview, mail, electronic mail, telephone, telex, telegraph and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

        Except as set forth above, Purchaser will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will upon request be reimbursed by Purchaser for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

17.   Miscellaneous

        We are not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If we become aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, we will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, we cannot comply with the state statute, we will not make the Offer to, nor will we accept tenders from or on behalf of, the holders of Shares in that state.

        Purchaser and Evraz have filed with the Commission the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional information with respect to the Offer and may file amendments thereto. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the Commission in the manner set forth in Section 8 under "Available Information."

        No person has been authorized to give any information or make any representation on behalf of Evraz or Purchaser not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither delivery of this Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of Evraz, Purchaser, Oregon Steel or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

OSCAR ACQUISITION MERGER SUB, INC.

November 30, 2006

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SCHEDULE A

INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND
THE EXECUTIVE OFFICERS OF EVRAZ AND PURCHASER

EVRAZ

        Set forth below are the name, business address and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each director and executive officer of Evraz. Unless otherwise indicated, the business address of each such person is 1 Allée Scheffer, L-2520 Luxembourg. Unless otherwise indicated, each such person is a citizen of the Russian Federation.

Name	Position
Alexander G. Abramov	Director
Otari I. Arshba	Director
Giacomo Baizini	Vice President of Product and Resource Management, EvrazHolding LLC
Leonid A. Berlin	Vice President of Non-Core Operations, EvrazHolding LLC
Vladimir P. Bruev	Vice President of Mining, EvrazHolding LLC
James W. Campbell	Director
Natalia V. Cheltsova	Vice President of Legal Affairs, EvrazHolding LLC
Alexander V. Frolov	Chairman of the Board of Directors
Igor V. Gaponov	Vice President of Information Technology, EvrazHolding LLC
Natalia L. Ionova	Vice President of Human Resources, EvrazHolding LLC
Valery I. Khoroshkovsky	Chief Executive Officer, Evraz Group S.A. and President, EvrazHolding LLC
Irina I. Kibina	Vice President of Corporate Affairs and Investor Relations, EvrazHolding LLC
Giuseppe Antonino Mannina	Vice President of Sales and Logistics, EvrazHolding LLC
Andrey V. Mokrinsky	Vice President of Metallurgy, EvrazHolding LLC
Olga A. Pokrovskaya	Director
Terry Robinson	Director
Eugene Shvidler	Director
Alexander N. Sorokin	Vice President of International Operations, EvrazHolding LLC
Pavel S. Tatyanin	Senior Vice President and Chief Financial Officer, EvrazHolding LLC
Eugene Tenenbaum	Director

A-1

Andrey A. Teterkin	Vice President of Corporate Development and Strategic Planning, EvrazHolding LLC
Timur I. Yanbukhtin	Vice President of Corporate Finance, EvrazHolding LLC

Alexander G. Abramov is a director of Evraz and currently is General Director of Close JSC "Gruppa EAM." From April 2005 to January of 2006, he was Chairman of Evraz's board of directors and from January 1999 to January 2006, he was President of EvrazHolding LLC. Mr. Abramov's principal business address is 14a, Bolshaya Dorogomilovskaya St., Moscow Russia.

Otari I. Arshba is a director of Evraz and is currently a Deputy at the State Duma of the Federal Assembly of the Russian Federation. Mr. Arshba served as Vice President, Public Relations Director and Senior Vice President of EvrazHolding LLC from January 2000 to December 2003. His business address is 1, Okhotny Ryad, Moscow, Russia.

Giacomo Baizini is Vice President of Product and Resource Management at EvrazHolding LLC. Mr. Baizini joined EvrazHolding LLC in 2005. Between August 1998 and June 2005 Mr. Baizini was an Associate Principal with McKinsey & Co. in its Milan and Tokyo offices. Mr. Baizini is a citizen of Italy. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Leonid A. Berlin is Vice President, Non-Core Operations at EvrazHolding LLC. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Vladimir P. Bruev is Vice President of Mining at EvrazHolding LLC a position he has held since April 2006. Previously, Mr. Bruev was the Head of Mining at EvrazHolding LLC from October 2005 to April 2006. Before joining Evraz, Mr. Bruev was General Director of JSC "Mikhailovsky GOK" from March 2000 until September 2005. Mr. Bruev's business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

James W. Campbell is a director of Evraz and has been Chairman of Minara Resources Ltd. (formerly Anaconda Nickel) since November 2001. Mr. Campbell is a citizen of Britain. His principal business address is 91 East Avenue Athol, Sandton, Johannesburg, South Africa.

Natalia V. Cheltsova is Vice President of Legal Affairs at EvrazHolding LLC, a position she has held since May 2006. From December 1997 through May 2006, Ms. Cheltsova was Director of Legal Affairs at ZAO Ilim Pulp Enterprise. Her business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Alexander V. Frolov is Chairman of Evraz's board of directors. Since July 2006, Mr. Frolov has served as Deputy General Director of Close JSC "Gruppa EAM." From July 2005 through April 2006, Mr. Frolov served as Senior Vice President of EvrazHolding LLC; from November 2004 through 2005, Mr. Frolov serviced as Executive Director, Corporate of EvrazHolding LLC and from June 2002-2004, Mr. Frolov served as Senior Vice President and Chief Financial Officer of EvrazHolding LLC. Mr. Frolov's principal business address is 14a, Bolshaya Dorogomilovskaya St., Moscow, Russia.

Igor V. Gaponov is Vice President of Information Technology at EvrazHolding LLC. Prior to this position, Mr. Gapanov was a Senior Consultant at JNICON from 1995 to 2002. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Natalia V. Ionova is Vice President of Human Resources at EvrazHolding LLC. Prior to joining Evraz in June 2006, she worked as Director of Human Resources at NDK Merkury from September 2004 to June 2006 and as a Senior Lecturer in Psychology at the Russian State University of Physical Training, Sports and Tourism (RGUFK) from March 2000 to September 2004. Her business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

A-2

Valery I. Khoroshkovsky is Chief Executive Officer of Evraz and President of EvrazHolding LLC. Prior to this position, he was Executive Director of Operations at EvrazHolding LLC from 2004 to 2005 and Chairman of Supervisory Council at Commercial Bank, "Ukrsorsbank" from 2000 to 2004. Mr. Khoroshkovsky has also held various positions in the Ukrainian government, including Minister of Economy and European Integration from 2002 to 2004 and Deputy of the Supreme Council of Ukraine from 1998 to 2002. Mr. Khoroshkovsky is a citizen of the Ukraine. His business address is EvrazHolding LLC, Bldg. 4-5, 15 Dolgorukovskaya St., Moscow 127006, Russia.

Irina I. Kibina is Vice President of Corporate Affairs and Investor Relations at EvrazHolding LLC. Prior to this position in July 2006, Ms. Kibina was Senior Vice President of Corporate Affairs at Sun Interbrew JSC from 2004 to 2006, Vice President of Corporate Affairs at Star Distribution Company JSC from 2003 to 2004 and Vice President of Corporate Affairs at Star Distribution Company LLC from 2000 to 2003. Her Business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Giuseppe A. Mannina is Vice President of Sales and Logistics at EvrazHolding LLC. Prior to assuming his current position with EvrazHolding LLC in July 2006, Mr. Mannina was a General Director of East Metals S.A., from 2002 until July 2006 and from 1989 to 2002, he served with Duferco S.A. as a General Manager of the Moscow representative office. Mr. Manninna is a citizen of Switzerland. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Andrey V. Mokrinsky is Vice President of Metallurgy at EvrazHolding LLC, a position he has held since April 2006. Previously he served as Executive Director of JSC ZSMK (ZapSib) from October 2003 to April 2006, as Head of Industrial Policy of EvrazHolding LLC from May 2003 to October 2003 and as Technical Director of JSC ChMK (Chelyabinsk Steel Plant) from 1999 to 2003. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Olga A. Pokrovskaya is a director of Evraz and since July 2006 has been the Head of Corporate Finance at Millhouse LLC. Ms. Pokrovskaya was the Head of Corporate Finance at OAO Siberian Oil Company (Sibneft) from 2004 until June 2006 and prior to that time was a Finance and Consolidation Manager at OAO Siberian Oil Company (Sibneft). Ms. Pokrovskaya's business address is Millhouse LLC, 4 Sadovnicheskaya ulitsa, Moscow, 115035, Russia.

Terry J. Robinson is a director of Evraz and since September 2004 has been the Managing Director of Ede's UK Ltd. in London. He was previously at The Albert Fisher Group plc in Herts, UK from January 2001 to April 2002, first as Chief Executive, then as Chairman. Mr. Robinson is a citizen of Britain. His business address is The Corner House, 34 Burkes Road, Beaconsfield Buck HP91PN London, UK.

Eugene Shvidler is a director of Evraz and has served as a Manager of Millhouse Capital UK since October 2005. Mr. Shvidler was previously President of OAO Siberian Oil Company (Sibneft) until October 2005. Mr. Shvidler is a citizen of the United States of America. His business address is Millhouse Capital UK Limited, 5^th Floor, CFC Stamford Bridge, Fulham Road, London SW6 1HS, England.

Alexander N. Sorokin is Vice President of International Operations at EvrazHolding LLC. Before joining EvrazHolding LLC in October 2005, Mr. Sorokin was a Director of Pepsi Bottling Group in St. Petersburg from January 2003 through October 2005. Mr. Sorokin's principal business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Pavel S. Tatyanin is Senior Vice President and Chief Financial Officer at EvrazHolding LLC. Prior to this position in 2004, Mr. Tatyanin served as First Deputy Finance Director of EvrazHolding LLC from 2002-2004 and as Head of the Investment Department of JSC Trading House from 2001 to 2002. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

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Eugene Tenenbaum is a director of Evraz and has served as Managing Director of Millhouse Capital UK from September 2001 to the present. Mr. Tenenbaum is a citizen of Canada. His business address is Millhouse Capital UK Limited, 5^th Floor, CFC Stamford Bridge, Fulham Road, London SW6 1HS, England.

Andrey A. Teterkin is Vice President of Corporate Development and Strategic Planning at EvrazHolding LLC. Prior to joining EvrazHolding LLC in 2002, he worked as General Director of Close JSC Unikem from 2001 to 2002. Mr. Teterkin's principal business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Timur I. Yanbukhtin is Vice President of Corporate Finance at EvrazHolding LLC. Before joining EvrazHolding LLC in 2002, Mr. Yanbukhtin was Head of Business Development of Yandex LLC from 2000-2002. Mr. Yankukhtin's principal business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

PURCHASER

Name	Position
Pavel S. Tatyanin	President
Timur I. Yanbukhtin	Secretary and Treasurer

Pavel S. Tatyanin is Senior Vice President and Chief Financial Officer at EvrazHolding LLC. Prior to this position in 2004, Mr. Tatyanin served as First Deputy Finance Director of EvrazHolding LLC from 2002-2004 and as Head of the Investment Department of JSC Trading House from 2001 to 2002. His business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

Timur I. Yanbukhtin is Vice President of Corporate Finance at EvrazHolding LLC. Before joining EvrazHolding LLC in 2002, Mr. Yanbukhtin was Head of Business Development of Yandex LLC from 2000-2002. Mr. Yankukhtin's principal business address is EvrazHolding LLC, Bldg, 4-5, 15, Dolgorukovskaya St., Moscow 127006, Russia.

CONTROLLING PERSONS

        Set forth below are the name, business address and current principal occupation or employment, and material occupations, positions, offices or employment for the past five years of each Controlling Person. Each Controlling Person is a citizen of the Russian Federation.

Alexander G. Abramov is a director of Evraz and currently General Director of Close JSC "Gruppa EAM." From April 2005 to January of 2006, he was Chairman of Evraz's board of directors and from January 1999 to January 2006, he was President of EvrazHolding LLC. Mr. Abramov's principal business address is 14a, Bolshaya Dorogomilovskaya St., Moscow Russia.

Roman Abramovich has served as Governor in the Administration of the Chukotka Autonomous Region in Anadyr, Russia since before 2001. His principal business address is Administration of the Chukotka Autonomous Region, ulitsa Beringa 20, Anadyr 6890000, Russia.

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Facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent by each stockholder of Oregon Steel or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:

The Depositary for the Offer Is:
By Mail:	By Hand:	By Courier:
Mellon Investor Services LLC P.O. Box 3301 South Hackensack, NJ. 07606 Attn: Reorganization Department	Mellon Investor Services LLC Attn: Reorganization Department 120 Broadway, 13th floor New York, NY 10271	Mellon Investor Services LLC Attn: Reorganization Department 480 Washington Blvd. Mail Drop-Reorg Jersey City, NJ 07310
By Facsimile Transmission: (for Eligible Institutions only) (201) 680-4626
Confirm Facsimile Transmission By Telephone Only (201) 680-4860

Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
Call collect:
(212) 929-5500
or
Toll Free: (800) 322-2885

The Dealer Manager for the Offer is:

11 Madison Avenue
New York, NY 10010
(888) 537-4895

QuickLinks

Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Oregon Steel Mills, Inc. at $63.25 Net Per Share by Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of Evraz Group S.A.
IMPORTANT
TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
THE TENDER OFFER
COMPANY PROJECTED FINANCIAL INFORMATION (in thousands)
SCHEDULE A INFORMATION CONCERNING MEMBERS OF THE BOARDS OF DIRECTORS AND THE EXECUTIVE OFFICERS OF EVRAZ AND PURCHASER EVRAZ
PURCHASER
CONTROLLING PERSONS

EX-99.(A)(1)(B)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99(a)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Letter of Transmittal
To Tender Shares of Common Stock
(including the associated preferred stock purchase rights)
of

Oregon Steel Mills, Inc.
at
$63.25 Net Per Share
Pursuant to the Offer to Purchase dated November 30, 2006
by
Oscar Acquisition Merger Sub, Inc.
a wholly owned subsidiary of
Evraz Group S.A.

        THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 28, 2006, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer Is:

By Mail:	By Hand:	By Courier:
Mellon Investor Services LLC P.O. Box 3301 South Hackensack, NJ. 07606 Attn: Reorganization Department	Mellon Investor Services LLC Attn: Reorganization Department 120 Broadway, 13th floor New York, NY 10271	Mellon Investor Services LLC Attn: Reorganization Department 480 Washington Blvd. Mail Drop-Reorg Jersey City, NJ 07310

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on share certificate(s))		Shares Tendered (Attach additional list if necessary)
		Shares Certificate Number(s)*	Total Number of Shares Represented By Shares Certificate(s)*	Number of Shares Tendered**
		Total Shares
*	Need not be completed by book-entry stockholders.
**	Unless otherwise indicated, it will be assumed that all shares of common stock, par value $0.01, of Oregon Steel (including the associated preferred stock purchase rights) represented by certificates described above are being tendered hereby. See Instruction 4.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND, IF YOU ARE A U.S. HOLDER, COMPLETE THE SUBSTITUTE FORM W-9 ACCOMPANYING THIS LETTER OF TRANSMITTAL. IF YOU ARE A NON U.S.-HOLDER, YOU MUST OBTAIN AND COMPLETE A FORM W-8BEN OR OTHER FORM W-8, AS APPLICABLE.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

        You have received this Letter of Transmittal in connection with the offer of Oscar Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, to purchase all outstanding shares of Oregon Steel Mills, Inc., a Delaware corporation, at a price of $63.25 per Share as defined below, net to the tendering stockholder in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase, dated November 30, 2006.

        You should use this Letter of Transmittal to deliver to the Depositary shares of common stock, par value $0.01, of Oregon Steel Mills, Inc. (including the associated preferred stock purchase rights, "Shares") represented by stock certificates for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company ("DTC"), you may use this Letter of Transmittal or you may use an Agent's Message (as defined in Instruction 2 below). In this document, stockholders who deliver certificates representing their Shares are referred to as "Certificate Stockholders." Stockholders who deliver their Shares through book-entry transfer are referred to as "Book-Entry Stockholders."

        If certificates for your Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary on or prior to the expiration date of the Offer (as defined below), or you cannot comply with the book-entry transfer procedures on a timely basis, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. The term "expiration date" means 12:00 midnight, New York City time on Thursday, December 28, 2006, or, if the Offer is extended, the latest time and date at which the Offer, as extended, will expire. Delivery of documents to DTC will not constitute delivery to the Depositary.

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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

        Name of Tendering Institution:

        DTC Participant Number:

        Transaction Code Number:

o

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

        Name(s) of Registered Owner(s):

        Window Ticket Number (if any) or DTC Participant Number:

        Date of Execution of Notice of Guaranteed Delivery:

        Name of Institution which Guaranteed Delivery:

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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Ladies and Gentlemen:

        The undersigned hereby tenders to Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), the above-described shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), pursuant to the Offer to Purchase, dated November 30, 2006 (the "Offer to Purchase"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to purchase the Shares tendered herewith.

        On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after November 30, 2006 (collectively, "Distributions"). In addition, the undersigned hereby irrevocably appoints Mellon Investor Services (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and any Distributions with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to the fullest extent of such stockholder's rights with respect to such Shares and any Distributions (a) to deliver certificates representing Shares ("Share Certificates") and any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions for transfer on the books of Oregon Steel and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

        The undersigned hereby irrevocably appoints each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such stockholder's rights with respect to the Shares tendered hereby which have been accepted for payment and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of Oregon Steel's stockholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of stockholders or executing a written consent concerning any matter.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered hereby and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares or the Share Certificate(s) have been endorsed to the undersigned in blank or the undersigned is a participant in DTC whose name appears on a security position listing participant as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of

3

Purchaser any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by Purchaser in its sole discretion.

        It is understood that the undersigned will not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary. It is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other documents shall pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case of a book-entry transfer, by Book-Entry Confirmation (as defined below)).

        All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

        The undersigned understands that the acceptance for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer.

        Unless otherwise indicated herein under "Special Payment Instructions," please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under "Description of Shares Tendered." In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled "Special Payment Instructions," please credit any Shares tendered hereby or by an Agent's Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser does not accept for payment any of the Shares so tendered.

4

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) representing Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

Issue: / / Check and/or / / Share Certificates to:

Name:	(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security Number)
/ /    Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.
(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Share Certificate(s) representing Shares not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled "Description of Shares Tendered" above.

Deliver: / / Check and/or / / Share Certificates to:

Name:	(Please Print)
Address:
(Include Zip Code)

5

IMPORTANT — SIGN HERE
(U.S. Holders Please Also Complete the Substitute Form W-9 Below)
(Non-U.S. Holders Please Obtain and Complete Form W-8BEN or Other Applicable Form W-8)

(Signature(s) of Stockholder(s))

Dated: , 200    

(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Name(s):
	(Please Print)

Capacity (full title):

Address:
	(Include Zip Code)

Area Code and Telephone Number:

Tax Identification or
Social Security No.:

GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)

Name of Firm:

Address:
	(Include Zip Code)

Authorized Signature:

Name:
	(Please Type or Print)

Area Code and Telephone Number:

Dated: , 200    

Place medallion guarantee in space below:

6

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

        1.  Guarantee of Signatures.    Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled "Special Payment Instructions" or the box titled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

        2.  Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations.    This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. A manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry transfer into the Depositary's account at DTC of Shares tendered by book-entry transfer ("Book Entry Confirmation"), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, unless an Agent's Message in the case of a book-entry transfer is utilized, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Please do not send your Share Certificates directly to Evraz or Oregon Steel.

        Stockholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis, may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Purchaser must be received by the Depositary prior to the Expiration Date and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Shares), as well as a Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (unless, in the case of a book-entry transfer, an Agent's Message is utilized), and all other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery.

        A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.

        The term "Agent's Message" means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

7

        No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

        All questions as to validity, form and eligibility of the surrender of any Share Certificate hereunder will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding. Purchaser reserves the right to waive any irregularities or defects in the surrender of any Shares or Share Certificate(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. Purchaser and the Depositary shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.

        3.  Inadequate Space.    If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

        4.  Partial Tenders (Applicable to Certificate Stockholders Only).    If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled "Number of Shares Tendered" in the box titled "Description of Shares Tendered." In such cases, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

        5.  Signatures on Letter of Transmittal; Stock Powers and Endorsements.    If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration, enlargement or any other change whatsoever.

        If any Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Shares.

        If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to Purchaser of their authority so to act must be submitted.

        If this Letter of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

        6.  Stock Transfer Taxes.    Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (unless such taxes are imposed as withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates representing Shares not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.

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        7.  Special Payment and Delivery Instructions.    If a check is to be issued in the name of, and/or Share Certificates representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled "Description of Shares Tendered" above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders delivering Shares tendered hereby or by Agent's Message by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled "Special Payment Instructions" herein. If no such instructions are given, all such Shares not purchased will be returned by crediting the same account at DTC as the account from which such Shares were delivered.

        8.  Requests for Assistance or Additional Copies.    Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, and will be furnished at Purchaser's expense.

        9.  Backup Withholding.    In order to avoid U.S. federal "backup withholding" at a rate of 28 percent with respect to cash received in exchange for Shares pursuant to the Offer, a stockholder submitting Shares must (i) provide the Depositary with a properly completed Substitute Form W-9, included in this Letter of Transmittal, and sign such form under penalties of perjury or (ii) provide the Depositary with a properly completed IRS Form W-8BEN or other Form W-8, and sign such form under penalties of perjury. IRS Form W-8BEN and other Forms W-8 are available from the Depositary or from the Internal Revenue Service web site, at http://www.irs.ustreas.gov. Please see "Important Tax Information" below.

        10.  Lost, Destroyed, Mutilated or Stolen Share Certificates.    If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly notify Oregon Steel's stock transfer agent, Mellon Investor Services, at 1-800-270-3449. The stockholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.

        11.  Waiver of Conditions.    Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations of the Commission, the conditions of the Offer (other than the Minimum Tender Condition, as defined in the Offer to Purchase) may be waived by Purchaser in whole or in part at any time and from time to time in its sole discretion prior to expiration of the Offer.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT'S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

        For purposes of this summary, a U.S. holder means a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate (other than a foreign estate), and any trust if—(i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

        Under United States federal income tax laws, we are generally required to report any cash payment made to a holder of Shares surrendered in the Merger to you and to the United States Internal Revenue Service ("IRS") and we may be required to "backup withhold" 28 percent of any such payment.

        To avoid such backup withholding, a U.S. holder whose Shares are submitted herewith should provide the Depositary a properly completed Substitute Form W-9, which is attached hereto, signed under penalties of perjury, including such holder's current Taxpayer Identification Number ("TIN") and other certifications. A U.S. holder of Shares is required to give the Depositary the social security number or employer identification number of the record owner of the Shares being submitted for payment in connection with the Merger Agreement. If the Shares are registered in more than one name or are not registered in the name of the actual owner, please consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the holder does not have a TIN, the holder should write "Applied For" in the space provided for the TIN and the Depositary will retain the backup withholding tax amount until such holder provides the Depositary with its certified TIN. If the holder does not provide the Depositary with a certified TIN within 60 days, the Depositary must backup withhold 28 percent of all cash payments made to the holder.

        Certain holders (including, among others, corporations and non-U.S. holders) are exempt from these backup withholding and reporting requirements. Exempt persons who are not non-U.S. holders are not subject to backup withholding and should indicate their exempt status on the Substitute Form W-9 by entering their correct TIN, marking the appropriate box and signing and dating the Substitute Form W-9 in the space provided.

        A non-U.S. holder should submit to the Depositary the appropriate version of an IRS Form W-8, properly completed, including certification of such individual's foreign status, and signed under penalty of perjury. Form W-8BEN is the version of Form W-8 most likely to apply to foreign persons claiming exemption from backup withholding. Non-U.S. persons should carefully read the instructions to Form W-8BEN and, if applicable, complete the required information, sign and date the Form W-8BEN and return the form to the Depositary with the completed Letter of Transmittal. In certain cases, Form W-8BEN may not be the proper IRS form to be completed and returned, depending on the status of the foreign person claiming exemption from backup withholding. If you are a non-U.S. holder, you must complete and return the appropriate version of Form W-8. Form W-8BEN and other Forms W-8 are available from the Depositary or from the IRS web site, at http://www.irs.ustreas.gov.

        If the Depositary is not provided with a properly completed Substitute Form W-9 or an IRS Form W-8BEN or other Form W-8, the holder may be subject to a $50 penalty imposed by the IRS. In addition, the Depositary may be required to withhold 28 percent of any cash payment made to the holder with respect to Shares submitted in connection with the Merger Agreement as backup withholding. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund from the IRS may be obtained.

Please consult your accountant or tax advisor for further guidance regarding the completion of Substitute Form W-9, Form W-8BEN, or another version of Form W-8 to claim exemption from backup withholding, or contact the Depositary.

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TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS
(See Instruction 9)
PAYOR: Mellon Investor Services

SUBSTITUTE	Name:
Form W-9 Department of the Treasury Internal Revenue Service	Address:
	Check appropriate box:
	Individual/Sole Proprietor    o	Corporation    o
	Partnership        o	Other (specify)    o
		Exempt from Backup Withholding    o

	Part I. Please provide your taxpayer identification number in the space at right. If awaiting TIN, write "Applied For" in space at right and complete the Certificate of Awaiting Taxpayer Identification Number below.	SSN: Or EIN:
Request for Taxpayer Identification Number (TIN) and Certification	Part II. For Payees exempt from backup withholding, see the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" and complete as instructed therein.
	Part III. CERTIFICATION
	Under penalties of perjury, I certify that:
	(1) The number shown on this form is my correct Taxpayer Identification Number (or, as indicated, I am waiting for a number to be issued to me); and
	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
	(3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).

Signature Date , 200  

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED
FOR" IN PART I
OF THIS SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), 28 percent of all payments made to me pursuant to this Offer to Purchase shall be retained until I provide a Tax Identification Number to the Payor and that, if I do not provide my Taxpayer Identification Number within sixty (60) days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature Date , 200  

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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The Depositary for the Offer Is:

By Mail: Mellon Investor Services LLC P.O. Box 3301 South Hackensack, NJ. 07606 Attn: Reorganization Department	By Hand: Mellon Investor Services LLC Attn: Reorganization Department 120 Broadway, 13th floor New York, NY 10271	By Courier: Mellon Investor Services LLC Attn: Reorganization Department 480 Washington Blvd. Mail Drop-Reorg Jersey City, NJ 07310
By Facsimile Transmission: (for Eligible Institutions only) (201) 680-4626
Confirm Facsimile Transmission By Telephone Only (201) 680-4860

Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at its telephone number and location listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
Call collect: (212) 929-5500

or

Toll Free: (800) 322-2885

The Dealer Manager for the Offer is:

11 Madison Avenue
New York, NY 10010
(888) 537-4895

November 30, 2006

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
DESCRIPTION OF SHARES TENDERED
NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer
IMPORTANT TAX INFORMATION
TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS (See Instruction 9) PAYOR: Mellon Investor Services
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF THIS SUBSTITUTE FORM W-9

EX-99.(A)(1)(C)

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Exhibit 99(a)(1)(C)

Notice of Guaranteed Delivery
for
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the associated preferred stock purchase rights)
of
Oregon Steel Mills, Inc.
at
$63.25 Net Per Share
by
Oscar Acquisition Merger Sub,  Inc.
a wholly owned subsidiary of
Evraz Group S.A.

Do not use for signature guarantees

        This form of notice of guaranteed delivery, or a form substantially equivalent to this form, must be used to accept the offer of Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase dated November 30, 2006 and the related Letter of Transmittal, if certificates for Shares and all other required documents cannot be delivered to Mellon Investor Services (the "Depositary") on or prior to the expiration date (as defined below), if the procedure for delivery by book-entry transfer cannot be completed prior to the expiration of the date, or if time will not permit all required documents to reach the Depositary prior to the expiration date.

        The term "expiration date" means 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless Purchaser has extended the Offer, in which event the term "expiration date" shall mean the latest time and date at which the offering period of the Offer, as so extended by Purchaser, will expire. Such form may be delivered by hand or transmitted via facsimile or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined below). See Section 3 of the Offer to Purchase.

The Depositary for the Offer Is:

By Mail:
Mellon Investor Services LLC
P.O. Box 3301
South Hackensack, NJ. 07606
Attn: Reorganization Department By Hand:
Mellon Investor Services LLC
Attn: Reorganization Department
120 Broadway, 13th floor
New York, NY 10271 By Courier:
Mellon Investor Services LLC
Attn: Reorganization Department
480 Washington Blvd.
Mail Drop-Reorg
Jersey City, NJ 07310

By Facsimile Transmission:
(for Eligible Institutions only)
(201) 680-4626

Confirm Facsimile Transmission
By Telephone Only
(201) 680-4860

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

        The guarantee on the reverse side must be completed.

Ladies and Gentlemen:

        The undersigned hereby tenders to Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 30, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), receipt of which is hereby acknowledged, the number of Shares indicated below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares Tendered: Name(s) of Record Owner(s):

Share Certificate Numbers (if available):
	(Please Type or Print)

If Shares will be delivered by book-entry transfer: Address(es):

Name of Tendering Institution:
	(Including Zip Code)

DTC Participant Number: Area Code and Telephone Number:

Transaction Code Number:

Date: , 200 Signature(s):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby guarantees that either the certificates representing the Shares tendered hereby, in proper form for transfer, or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will be received by the Depositary at one of its addresses set forth above within three (3) New York Stock Exchange trading days after the date of execution hereof.

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal, Share Certificates and/or any other required documents to the Depositary within the time period shown above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:

Address:
	(Including Zip Code)

Area Code and
Telephone Number:

Authorized Signature:

Name:
	(Please Type or Print)

Title:

Dated: , 200

NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.

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GUARANTEE (Not to be used for signature guarantee)

EX-99.(A)(1)(D)

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Exhibit 99(a)(1)(D)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the associated preferred stock purchase rights)
of
Oregon Steel Mills,  Inc.
at
$63.25 Net Per Share
by
Oscar Acquisition Merger Sub, Inc.
a wholly owned subsidiary of
Evraz Group S.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 28, 2006, UNLESS THE OFFER IS EXTENDED.

        NOVEMBER 30, 2006

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        We have been engaged by Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, to act as Dealer-Manager in connection with Purchaser's offer to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 30, 2006 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

The Offer is not subject to any financing condition. The Offer is subject to the conditions, among others, that (a) at the expiration of the Offer there shall have been validly tendered in the Offer and not properly withdrawn at least a majority of the total number of outstanding Shares (assuming exercise of all outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares, whether or not vested or then exercisable) at that time (the "Minimum Tender Condition"), (b) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or been terminated, the period of time for any applicable review process by the Committee on Foreign Investment in the United States ("CFIUS") under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment") (including, if applicable, any investigation commenced thereunder), shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by the Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment and the notification period under the International Traffic in Arms Regulation ("ITAR") of the U.S. Department of State shall have expired or been terminated, or the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by the Merger Agreement (as defined below) under ITAR will occur, and (c) subject to certain exceptions,

no change, condition, event or development shall have occurred, that individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Oregon Steel. The Offer is also subject to certain other terms and conditions. See Section 13—"Certain Conditions of the Offer." The initial offering period of the Offer and withdrawal rights will expire at the "Expiration Date," which means 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless Purchaser has extended the initial offering period of the Offer, in which event the term "Expiration Date" shall mean the latest time and date at which the offering period of the Offer, as so extended by Purchaser, shall expire.

        Enclosed herewith are the following documents:

1.

Offer to Purchase, dated November 30, 2006;

2.

Letter of Transmittal to be used by stockholders of Oregon Steel in accepting the Offer and tendering Shares;

3.

Notice of Guaranteed Delivery;

4.

Guidelines for Certification of Taxpayer Identification Number on Form W-9;

5.

Letter to stockholders of Oregon Steel from the President and Chief Executive Officer of Oregon Steel, accompanied by Oregon Steel's Solicitation/Recommendation Statement on Schedule 14D-9;

6.

A printed form of a letter that may be sent to your clients for whose account you hold Shares in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

7.

Return envelope addressed to the Depositary (as defined below).

        The Offer is being made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 20, 2006, among Evraz, Purchaser and Oregon Steel, pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel, with Oregon Steel as the surviving corporation (the "Merger") and each issued and outstanding Share (other than Shares owned by Evraz, Purchaser or any subsidiary of Evraz, Purchaser or Oregon Steel or held in the treasury of Oregon Steel or held by stockholders who properly exercise dissenters' rights, if available) will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest, equal to the per Share price paid pursuant to the Offer upon the surrender of the certificate formerly representing such Share.

The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will be deemed to have accepted for payment, and will pay for, all Shares validly tendered and not properly withdrawn by the Expiration Date if and when Purchaser gives oral or written notice to Mellon Investor Services (the "Depositary") of Purchaser's acceptance of the tenders of such Shares for payment pursuant to the Offer. Payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any

2

other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

        Purchaser is not aware of any state where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot comply with the state statute, Purchaser will not make the Offer to, nor will Purchaser accept tenders from or on behalf of, the holders of Shares in that state. An envelope in which to return your instructions to us is enclosed.

        In order to tender Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (in the case of any book-entry transfer), and any other documents required by the Letter of Transmittal, should be sent to and timely received by the Depositary, and either certificates representing the tendered Shares should be delivered or such Shares must be delivered to the Depositary pursuant to the procedures for book-entry transfers, all in accordance with the instructions set forth in the Letter of Transmittal and the Offer to Purchase.

        Neither Evraz nor Purchaser will pay any fees or commissions to any broker or dealer or other person (other than the Information Agent, the Depositary and the Dealer Manager as described in the Offer to Purchase) in connection with the solicitation of tenders of Shares pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless the Offer is extended.

        If holders of Shares wish to tender their Shares, but it is impracticable for them to deliver their certificates representing tendered Shares or other required documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery procedures specified in the Offer to Purchase and the Letter of Transmittal.

        Questions and requests for assistance or for additional copies of the enclosed materials may be directed to the Information Agent at the address and telephone number set forth below and in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at Purchaser's expense.

Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF EVRAZ, PURCHASER, OREGON STEEL, THE INFORMATION AGENT, THE DEALER MANAGER, THE DEPOSITARY OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

The Information Agent for the Offer is:

105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
Call collect: (212) 929-5500

or

Toll Free: (800) 322-2885

The Dealer Manager for the Offer is:

11 Madison Avenue
New York, NY 10010
(888) 537-4895

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QuickLinks

Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Oregon Steel Mills, Inc. at $63.25 Net Per Share by Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of Evraz Group S.A.

EX-99.(A)(1)(E)

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Exhibit 99(a)(1)(E)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the associated preferred stock purchase rights)
of
Oregon Steel Mills,  Inc.
at
$63.25 Net Per Share
by
Oscar Acquisition Merger Sub, Inc.

a wholly owned subsidiary of
Evraz Group S.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 28, 2006, UNLESS THE OFFER IS EXTENDED.

November 30, 2006

To Our Clients:

        Enclosed for your information is an Offer to Purchase, dated November 30, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"), relating to the offer by Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg, to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer. Also enclosed is a letter to stockholders of Oregon Steel from the President and Chief Executive Officer of Oregon Steel, accompanied by Oregon Steel's Solicitation/Recommendation Statement on Schedule 14D-9.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Shares held by us for your account, pursuant to the terms and conditions set forth in the Offer.

        Your attention is directed to the following:

        1.  The offer price is $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

        2.  The Offer is being made for all outstanding Shares.

        3.  The Offer is being made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 20, 2006, among Evraz, Purchaser and Oregon Steel, pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel, with Oregon Steel as the surviving corporation (the "Merger"), and each issued and outstanding Share (other than Shares owned by Evraz, Purchaser or any subsidiary of Evraz, Purchaser or Oregon Steel or held in the treasury of Oregon Steel or held by stockholders who properly exercise dissenters' rights, if available) will, by virtue of the Merger, and without any

action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest, equal to the per Share price paid pursuant to the Offer upon the surrender of the certificate formerly representing such Share.

4.  The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

5.  The Offer is subject to the conditions, among others, that (a) at the expiration of the Offer there shall have been validly tendered in the Offer and not properly withdrawn at least a majority of the total number of outstanding Shares (assuming exercise of all outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares, whether or not vested or then exercisable) at that time (the "Minimum Tender Condition"), (b) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, the period of time for any applicable review process by the Committee on Foreign Investment in the United States ("CFIUS") under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment") (including, if applicable, any investigation commenced thereunder), shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by this Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment and the notification period under the International Traffic in Arms Regulation ("ITAR") of the U.S. Department of State shall have expired or been terminated, or the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by the Merger Agreement under ITAR will occur, and (c) subject to certain exceptions, no change, condition, event or development shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Oregon Steel. The Offer is also subject to certain other terms and conditions. See Section 13—"Certain Conditions of the Offer."

        6.  The initial offering period of the Offer and withdrawal rights will expire at the "Expiration Date," which means 12:00 midnight, New York City time, on Thursday, December 28, 2006, unless Purchaser has extended the initial offering period of the Offer, in which event the term "Expiration Date" shall mean the latest time and date at which the offering period of the Offer, as so extended by Purchaser, shall expire.

        7.  Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

        If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth below. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the instruction form set forth below.

        Payment for Shares will be in all cases made only after such Shares are accepted by Purchaser for payment pursuant to the Offer and the timely receipt by Mellon Investor Services (the "Depositary"), of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with

2

respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

        Purchaser is not aware of any state where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot comply with the state statute, Purchaser will not make the Offer to, nor will Purchaser accept tenders from or on behalf of, the holders of Shares in that state.

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Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the associated preferred stock purchase rights)
of
Oregon Steel Mills, Inc.
at
$63.25 Net Per Share
by
Oscar Acquisition Merger Sub, Inc.
a wholly owned subsidiary of
Evraz Group S.A.

        The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated November 30, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"), in connection with the offer by Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation, at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and conditions set forth in the Offer.

        This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer and the related Letter of Transmittal.

        The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf to the Depositary will be determined by Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding.

Dated: , 200

Number of Shares to Be Tendered:                Shares*
		Sign Below
Account Number:	Signature(s):

Dated:	, 200
Please Type or Print Name(s)
Please Type or Print Address(es) Here
Area Code and Telephone Number
Taxpayer Identification or Social Security Number(s)

* Unless otherwise indicated, you are deemed to have instructed us to tender all Shares held by us for your account.

Please return this form to the brokerage firm or other nominee maintaining your account.

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Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Oregon Steel Mills, Inc. at $63.25 Net Per Share by Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of Evraz Group S.A.
Instructions with Respect to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Oregon Steel Mills, Inc. at $63.25 Net Per Share by Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of Evraz Group S.A.

EX-99.(A)(1)(F)

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Exhibit 99(a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer—Social security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the name and Social Security number of—
1.	An individual's account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship account or single-owner LLC	The owner(3)
6.	A valid trust, estate, or pension trust	The legal entity(4)
For this type of account:		Give the name and Social Security number of—
7.	Corporate account or LLC electing corporate status on IRS Form 8832	The corporation
8.	Partnership account (or multiple-member LLC) member held in the name of the business	The partnership
9.	Association, club, or tax-exempt organization account	The organization
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

Show the name of the owner. You must show your individual name, but you may also enter your business or "doing business as" name. Either your social security number or employer identification number (if you have one) may be used.

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number ("TIN") you should apply for one immediately. You may obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form online at www.socialsecurity.gov. You may obtain Form SS-4, Application for Employer Identification Number, or Form W7, Application for IRS Individual Taxpayer identification Number, from the Internal Revenue Service by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS's Internet website at www.irs.gov. If you do not have a TIN, write "Applied For" in the space for the TIN.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on all dividend and interest payments and on broker transactions including the following:

•

A corporation.



•

A financial institution.



•

An organization exempt from tax under Section 501(a), or an individual retirement account, or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

An international organization or any agency or instrumentality thereof.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a)



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.

Certain other payees may be exempt from either dividend and interest payments or broker transactions. You should consult your tax advisor to determine whether you might be exempt from backup withholding. Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. Complete the Substitute Form W-9 as follows:

ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN THE FORM TO THE PAYER.

IF YOU ARE A NONRESIDENT ALIEN OR FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, GIVE THE PAYER THE APPROPRIATE COMPLETED FORM W-8.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information with Respect to Withholding—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE

QuickLinks

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2

EX-99.(A)(1)(H)

Exhibit 99 (a)(1)(H)

Evraz Commences Tender Offer to Acquire Oregon Steel Mills

Luxembourg and Portland, Ore., November 30, 2006 – Evraz Group S.A. (LSE: EVR) (“Evraz”) and Oregon Steel Mills (NYSE: OS) (“Oregon Steel”) today announced that Evraz is commencing, through its wholly owned subsidiary Oscar Acquisition Merger Sub, Inc., a cash tender offer to purchase all outstanding shares of common stock of Oregon Steel (including the associated preferred stock purchase rights).  The tender offer is being made pursuant to a previously announced definitive agreement among Evraz, Oscar Acquisition Merger Sub, Inc. and Oregon Steel dated November 20, 2006.  Upon the successful closing of the tender offer, Oregon Steel stockholders will receive $63.25 in cash for each share of Oregon Steel common stock tendered in the offer, less any required withholding taxes.  Following the purchase of shares in the tender offer, Oregon Steel will become a subsidiary of Evraz.

Evraz today will file with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer.  Oregon Steel today will file with the Commission a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Oregon Steel’s board of directors that Oregon Steel stockholders accept the tender offer and tender their shares pursuant to the tender offer.  As previously announced, Oregon Steel’s board of directors has unanimously concluded that the merger agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable and are fair to and in the best interests of Oregon Steel and Oregon Steel's stockholders.

The tender offer will expire at 12:00 midnight on December 28, 2006, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission.  The offer will be subject to customary conditions, including anti-trust and other regulatory clearances and the acquisition by Evraz of a majority of Oregon Steel’s shares on a fully diluted basis.

Credit Suisse is acting as exclusive financial advisor to Evraz and will be the dealer-manager for the tender offer. UBS Securities LLC is acting as lead financial advisor to Oregon Steel in the transaction, and KeyBanc Capital Markets delivered a fairness opinion to Oregon Steel’s board of directors. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Evraz, and Covington & Burling LLP and Schwabe, Williamson & Wyatt, PC are acting as legal counsel to Oregon Steel.

The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Oregon Steel.  Evraz and Oscar Acquisition Merger Sub, Inc., will file with the Securities and Exchange Commission a tender offer statement on Schedule TO, and will mail an offer to purchase, forms of letter of transmittal and related documents to Oregon Steel stockholders.  Oregon Steel will file with the Securities and Exchange Commission, and will mail to Oregon Steel stockholders, a solicitation/recommendation statement on Schedule 14D-9.  These documents contain important information about the tender offer and stockholders of Oregon Steel are urged to read them carefully when they become available.  Stockholders of

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Oregon Steel will be able to obtain a free copy of these documents (when they become available) at http://www.evraz.com/ and http://www.osm.com/ and the website maintained by the Securities and Exchange Commission at http://www.sec.gov/ or by contacting the information agent for the tender offer, MacKenzie Partners, Inc., at proxy@mackenziepartners.com, (212) 929-5500 (call collect) or (800) 322-2885 (toll free). In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Evraz by contacting Evraz at ir@evraz.com or +7-495-2321370, attention: Investor Relations, or from Oregon Steel by contacting Oregon Steel at +1 503 240 5223 attention: Investor Relations.

Forward Looking Statement

This press release contains forward-looking statements, including statements regarding the expected benefits of the acquisition, which involve a number of risks and uncertainties. These statements are based on Evraz’s and Oregon Steel’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied, changes in both companies’ businesses during the period between now and the closing, developments in obtaining regulatory approvals for the transaction; the successful integration of Oregon Steel into Evraz’s business subsequent to the closing of the acquisition; timely development, competitive products and pricing, as well as fluctuations in demand; cost and availability of raw materials; potential equipment malfunction; and plant construction and repair delays; the ability to retain key management and technical personnel of Oregon Steel; adverse reactions to the proposed transaction by customers, suppliers and strategic partners and other risks described in Oregon Steel’s report on Form 10-K filed with the Securities and Exchange Commission (SEC) for the fiscal year ended December 31, 2005.  Oregon Steel and Evraz are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

#  #  #

For further information:

Evraz Group
Corporate Affairs and Investor Relations
Irina Kibina
Tel: +7 495 232 1370ir@evraz.com

Edelman, for Evraz:
John Dillard / Gina Sorice
Tel: +1 212 704 8174 / 8243 
e-mail:
john.dillard@edelman.com
gina.sorice@edelman.com

Oregon Steel Mills, Inc.
Ray Adams
Vice President of Finance and Chief Financial Officer
Tel:  +1 503 240 5223

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Evraz Group S.A. is one of the largest vertically-integrated steel and mining businesses with operations mainly in Russia. In 2005, Evraz Group produced 13.9 million tonnes of crude steel.  Evraz Group’s principal assets include three of the leading steel plants in Russia: Nizhny Tagil (NTMK) in the Urals region and West Siberian (Zapsib) and Novokuznetsk (NKMK) in Siberia, as well as Palini e Bertoli in Italy and Vitkovice Steel in the Czech Republic. Its fast-growing mining businesses comprise Evrazruda, the Kachkanarsky (KGOK) and Vysokogorsky (VGOK) iron ore mining complexes and Neryungriugol coal company and equity interests in the Raspadskaya and Yuzhkuzbassugol coal mines. The mining assets enable Evraz Group to be a vertically-integrated steel producer. Evraz Group also owns and operates the Nakhodka commercial sea port, in the Far East of Russia, which facilitates its access to Asian export markets. Evraz vanadium operations comprise Strategic Minerals Corporation, USA, and a 24.9% equity interest in Highveld Steel and Vanadium Corporation, South Africa.

For further information visit www.evraz.com

Oregon Steel Mills,which is headquartered in Portland, Oregon, is organized into two divisions. The Oregon Steel Division produces as-rolled and heat-treated steel plate, coil, welded pipe (both large and small diameter line pipe and casing) and structural tubing from plants located in Portland, Oregon, and Camrose, Alberta, Canada. The Rocky Mountain Steel Mills Division, located in Pueblo, Colorado, produces steel rail, rod and bar, and seamless tubular products.

For further information visit www.osm.com

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EX-99.(A)(1)(I)

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Exhibit (a)(1)(I)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated November 30, 2006, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares pursuant thereto, Purchaser will make a good faith effort to comply with that state statute or seek to have such statute declared inapplicable to the Offer. If, after a good faith effort, Purchaser cannot comply with the state statute, Purchaser will not make the Offer to, nor will tenders be accepted from or on behalf of, the holders of Shares in that state. In any jurisdiction where the securities, "blue sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by Credit Suisse Securities (USA) LLC, the Dealer Manager, or by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

(including the associated preferred stock purchase rights)

of

Oregon Steel Mills, Inc.

at

$63.25 Net Per Share

by

Oscar Acquisition Merger Sub, Inc.

a wholly owned subsidiary of

Evraz Group S.A.

        Oscar Acquisition Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Evraz Group S.A., a company organized as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Evraz"), is offering to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, "Shares"), of Oregon Steel Mills, Inc., a Delaware corporation ("Oregon Steel"), at a price of $63.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 30, 2006, and in the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the "Offer"). Tendering stockholders who have Shares registered in their names and who tender directly to Mellon Investor Services (the "Depositary") will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker or bank should consult with such institution as to whether it charges any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, DECEMBER 28, 2006, UNLESS THE OFFER IS EXTENDED.

The Offer is not subject to any financing condition. The Offer is subject to the conditions, among others, that (a) at the expiration of the Offer there shall have been validly tendered in the Offer and not properly withdrawn at least a majority of the total number of outstanding Shares (assuming exercise of all outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares, whether or not vested or then exercisable) at that time (the "Minimum Tender Condition"), and (b) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, the period of time for any applicable review process by the Committee on Foreign Investment in the United States ("CFIUS") under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Amendment") (including, if applicable, any investigation commenced thereunder), shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by this Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Amendment and the notification period under the International Traffic in Arms Regulation ("ITAR") of the U.S. Department of State shall have expired or been terminated, or the U.S. Department of State or another U.S. governmental entity shall have provided written notice to the effect that no further review of the transactions contemplated by the Merger Agreement (as defined below) under ITAR will occur. The Offer is also subject to certain other terms and conditions. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase.

        The purpose of the Offer is for Evraz through the Purchaser to acquire control of, and the entire equity interest in, Oregon Steel. Following the consummation of the Offer, Purchaser intends to effect the Merger (as defined below).

        The Offer is being made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 20, 2006, among Evraz, Purchaser and Oregon Steel, pursuant to which, after completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Oregon Steel, with Oregon Steel as the surviving corporation (the "Merger"), and each issued and outstanding Share (other than Shares owned by Evraz, Purchaser or any subsidiary of Evraz, Purchaser or Oregon Steel or held in the treasury of Oregon Steel or held by stockholders who shall have demanded properly in writing appraisal rights for their Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash equal to the per Share price paid pursuant to the Offer, upon the surrender of the certificate formerly representing such Share, without interest thereon and less any required withholding taxes. The Merger Agreement is more fully described in the Offer to Purchase.

The Oregon Steel board of directors has unanimously approved the Merger Agreement, the Offer and the Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Oregon Steel board of directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

        Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the "Commission"), Purchaser reserves the right to waive or otherwise modify or amend the terms and conditions of the Offer (other than the Minimum Tender Condition). Subject to the provisions of the Merger Agreement and the applicable rules and regulations of the Commission, Purchaser reserves the right to, and under certain circumstances Oregon Steel may require Purchaser to, extend the Offer, as described in Section 1 of the Offer to Purchase. Pursuant to Rule 14d-11 under the Exchange Act and subject to the provisions of the Merger Agreement, Purchaser may, and under certain circumstances Oregon Steel may require Purchaser to, provide a subsequent offering period of between three and twenty business days upon expiration of the Offer.

        Any extension of the Offer, waiver, amendment of the Offer, delay in acceptance for payment or payment or termination of the Offer will be followed, as promptly as practicable, by public

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announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date (as defined in Section 1 of the Offer to Purchase).

        For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased Shares validly tendered and not properly withdrawn if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to the tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares.

        In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company ("DTC") pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 of the Offer to Purchase) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal.

        Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders are irrevocable, except that, unless Purchaser has previously accepted them for payment, Shares tendered may also be withdrawn at any time after January 28, 2007 until Purchaser accepts them for payment. For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC's procedures. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, the name of the registered holder and the serial numbers shown on such certificates must also be furnished to the Depositary as aforesaid prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Evraz, Purchaser, the Depositary, the Information Agent (listed below), the Dealer Manager (listed below) or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the Expiration Date.

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        The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

        The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Oregon Steel's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and the related Letter of Transmittal contain important information and both documents should be read carefully and in their entirety before any decision is made with respect to the Offer.

        Questions and requests for assistance may be directed to the Information Agent at the address and telephone number set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at Purchaser's expense. Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free: (800) 322-2885
E-mail:
proxy@mackenziepartners.com

The Dealer Manager for the Offer is:

Eleven Madison Avenue
New York, New York 10010
(888) 537-4895

NOVEMBER 30, 2006

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QuickLinks

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock (including the associated preferred stock purchase rights) of Oregon Steel Mills, Inc. at $63.25 Net Per Share by Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of Evraz Group S.A.

EX-99.(B)

Exhibit 99 (b)

16 November 2006

STRICTLY PRIVATE & CONFIDENTIAL

To:Evraz Group SA

1 Allee Scheffer

L-2520 Luxembourg

Attn:Mr. Alexander Frolov, Chairman of the Board

Dear Sirs,

EVRAZ GROUP SA – COMMITMENT LETTER

We refer to our recent discussions regarding the establishment of a term loan facility for Evraz Group SA (the Company) in an amount of up to USD 1,800,000,000 (the Facility). The Facility will be used to finance:

(i)the direct or indirect purchase or acquisition of up to 100% of the common stock (the Common Stock), par value US$0.01, of the company code name Oscar (the Target) (or any derivative security convertible into Common Stock) pursuant to an all cash tender offer for all of the issued and outstanding Common Stock (the Offer);

(ii)any option to purchase Common Stock directly from Target (the Option);

(iii)the purchase price payable in respect of Common Stock acquired pursuant to any statutory merger following successful completion of the Offer, being Common Stock not tendered in connection with the Offer, in accordance with the terms and conditions of the Agreement and Plan of Merger (the Merger Agreement) to be entered into by the Borrower, Target and Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of the Borrower (Bidco),

(and the events described above in paragraphs (i) – (iii), inclusive, together constituting the Acquisition);

(iv)the refinancing of any borrowings of the Target and its subsidiaries (together the Target Group); and

(v)costs and expenses in relation to the Acquisition (including fees and expenses payable in relation to this Facility).

Subject to the terms set out in this letter, the attached term sheet (the Term Sheet) and the fee letter dated the date of this letter between us (the Fee Letter and together with this letter and the Term Sheet, the Commitment Documents), we are pleased to confirm the terms on which:

(a)UBS Limited and Credit Suisse International (each a Mandated Lead Arranger and together the Mandated Lead Arrangers) hereby commit to lead arrange and act as sole bookrunners in respect of the Facility; and

(b)UBS Limited and Credit Suisse (each an Underwriter and together the Underwriters) hereby commit to underwrite (or procure that one of its affiliates underwrites), 100% of the Facility in the following proportions:

UBS Limited	50	%
Credit Suisse	50	%
Total	100	%

(c)The obligations of each Mandated Lead Arranger and each Underwriter under the Commitment Documents are several. No Mandated Lead Arranger is responsible for the obligations of any other Mandated Lead Arranger. No Underwriter is responsible for the obligations of any other Underwriter.

(d)Save as otherwise defined in this letter, terms defined in the Term Sheet shall have the same meaning when used in this letter.

1.Conditions

You acknowledge that the arrangement and underwriting commitments under this letter are subject to the terms and conditions set out in the Term Sheet and the execution and delivery of mutually satisfactory definitive facilities documentation (the Facility Documents) reflecting the terms of the Commitment Documents.

2.Syndication

You acknowledge that it is the intention of the Mandated Lead Arrangers to syndicate the Facility (the Syndication) within a syndication timetable to be advised to the Company by the Mandated Lead Arrangers. The Mandated Lead Arrangers shall, in consultation with the Company, manage all aspects of the Syndication including timing, the selection of potential lenders, the acceptance and allocation of commitments and the amount and distribution of fees to lenders and the commitment of the Underwriters shall be reduced to the extent such lenders commit to provide portions of the Facility.

The Company shall give all commercially reasonable assistance as the Mandated Lead Arrangers may require in connection with the Syndication. This assistance shall include (but shall not be limited to):

(a)the provision of such information by the Company as may be required by the Mandated Lead Arrangers in connection with the Syndication and the preparation of an information memorandum to be provided to potential lenders, that have entered into a confidentiality agreement (substantially in the form of the Loan Market Association precedent confidentiality letter) with the Lead Arrangers as a condition to receiving the Information Memorandum, regarding the business, assets, financial condition, operations and prospects of the Company, the Group and the Target Group (the Information Memorandum), it being understood that the Mandated Lead Arrangers and the Underwriters will rely entirely on such information without assuming any responsibility for independent investigation or verification thereof and that the Company shall be solely responsible for the accuracy of the contents of the Information Memorandum;

(b)making available the senior management of the Company and representatives from your advisers for the purposes of making presentations to, and/or holding meetings with, proposed lenders at such times(s) as may be mutually agreed; and

(c)ensuring that the Syndication benefits from the Group’s existing lending relationships.

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The Company will represent that the Information Memorandum is accurate in all material respects and not misleading in any material respect. The Company will approve the final form of the Information Memorandum before it is distributed to the potential lenders and will represent that the Information Memorandum does not contain any untrue statement or omit to state any material fact.

3.Information

The Company represents and warrants that:

(a)all written factual information (other than any financial projections contemplated by sub-paragraph (b) below) which has been made available to the Mandated Lead Arrangers by it or any member of the Group or on their behalf by any of their representatives in connection with the Facility and the Acquisition (the Transaction) is, when taken as a whole to the best of its knowledge and belief after due and reasonable enquiry, complete and correct in all material respects and does not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made; and

(b)all financial projections that have been or are hereafter prepared by the Company or the Group or on their behalf and made available to a Mandated Lead Arranger or any other participant in the Facility have been or will be prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made.

The representations and warranties set out in this paragraph 3 are deemed to be made daily by reference to the facts and circumstances then existing, commencing on the date of this letter and continuing until the date the Credit Agreement is signed. The Company may supplement the information and projections referred to in sub-paragraphs (a) and (b) above from time to time until completion of the Syndication so that the representations and warranties in this paragraph 3 remain correct. In arranging and syndicating the Facility, the Mandated Lead Arrangers may use and rely on such information and projections without independent verification thereof.

4.No Front Running

(a)For this purpose Front Running means the process of a Mandated Lead Arranger or an Underwriter of the Facilities:

(i)communicating with any bank, financial institution or other person which may be approached to become a syndicate member with a view to encouraging, or with the result that such person is encouraged, to await the secondary market; and/or

(ii)actually making a price (whether firm or indicative either generally or to a specific bank, financial institution or other person) in respect of a participation in the Facility.

(b)Each Mandated Lead Arranger and each Underwriter agrees with each other that, until they agree that primary syndication of the Facilities has been completed and allocations have been notified to all syndicate members, they will not, and will ensure that none of their respective affiliates will:

(i)undertake any Front Running;

(ii)enter into (or agree to enter into) any agreement with any bank, financial institution or other person which may be approached to become a syndicate member, under which that bank, financial institution or other person shares any risk or participates in any exposure of any of the Mandated Lead Arrangers or any of the Underwriters under the Facility; or

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(iii)offer or make any payment or other compensation of any kind to any bank, financial institution or other person for its participation (direct or indirect) in the Facility,

except in accordance with the syndication strategy to be agreed between the Mandated Lead Arrangers.

(c)The Mandated Lead Arrangers and the Underwriters must also ensure that each bank, financial institution or other person which is approached to become a syndicate member ahead of launch of general syndication enters into an undertaking on similar terms to this paragraph.

5.Exclusivity

(a)From the date of this letter until the Syndication Date the Company appoints the Mandated Lead Arrangers and the Underwriters as exclusive arrangers and bookrunners and as exclusive underwriters respectively of the Facility.

(b)No other agent, co-agent, arranger or bookrunner will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and Fee Letter) will be paid in connection with the Facility without the agreement of the Mandated Lead Arrangers. Commencing on the date of the letter and continuing until the date the Finance Documents are signed.

(c)Syndication Date means the earlier of:

(i)the date falling 3 months from the date of the Credit Agreement; and

(ii)completion of general syndication of the Facility (as determined by the Mandated Lead Arrangers).

6.Delegation

Each Arranger and each Underwriter may delegate any or all of its rights or obligations under this letter to any of its respective subsidiaries or any of its affiliates (each a Delegate) and may designate any Delegate as responsible for the performance of any of its appointed functions under this letter (for the avoidance of doubt, without the prior consent of the Company).

7.Announcement

The Company agrees that no announcements regarding the Facility will be made without the prior written consent of the Mandated Lead Arrangers, such consent not to be unreasonably withheld.

8.Confidentiality and Conflicts

(a)The Commitment Documents and the terms thereof are confidential and each party agrees that the terms thereof shall not be disclosed to any person without the prior consent of the other party other than (i) as required by law or regulation or by any court or competent jurisdiction or to comply with the rules of any regulatory body to what it is subject, (ii) to each party’s directors, officers, employees and advisors on a confidential and need-to-know basis, (iii) the Commitment Documents (but not the Fee Letter) may be disclosed to the Target’s board of directors for the purposes of making the Acquisition and (iv) in the case of the Mandated Lead Arrangers and the Underwriters: (A) to any of their affiliates or to any person to whom it is necessary the transfer of any commitment or participation of the Facility in connection with the Syndication; and (B) as permitted by the Credit Agreement.

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(b)You acknowledge that:

(i)each Mandated Lead Arranger and each Underwriter may provide debt financing, equity capital or other services to other persons with whom the Company or any of its affiliates may have conflicting interests in respect of the Facility in this or other transactions;

(ii)each Mandated Lead Arranger and each Underwriter or their affiliates may act in more than one capacity in relation to this transaction and may have conflicting interests in respect of such different capacities, and shall follow its internal policy procedures (including the use of “Chinese Walls”) to address any potential conflict of interest and duties;

(iii)each Mandated Lead Arranger and each Underwriter shall not use confidential information obtained from the Company or any of its affiliates for the purposes of the Facility in connection with providing services to other persons or furnish such information to such other persons; and

(iv)each Mandated Lead Arranger and each Underwriter and its affiliates have no obligation to use any information obtained from another source for the purposes of the Facility or to furnish such information to the Company or any of their affiliates.

9.Indemnification

(a)The Company agrees (i) to indemnify and hold harmless each Mandated Lead Arranger and each Underwriter and their affiliates, each Mandated Lead Arranger and each Underwriter or their affiliates’ respective directors, officers, agents, advisers and employees and each other person, if any, controlling each Mandated Lead Arranger and each Underwriter or any of its affiliates (each an Indemnified Person) from and against (and the Company agrees that no such person shall have any liability to you, your affiliates, owners, security holders or creditors for) any claim, loss, liability or action arising from or relating to the use of proceeds of the Facility, the Commitment Documents and/or each Mandated Lead Arrangers’ and each Underwriters’ activities as contemplated in the Commitment Documents and (ii) to reimburse each Indemnified Person for any legal or other expenses incurred by it in connection with any such claim, loss, liability or action arising from or relating to the Facility and each Mandated Lead Arranger and each Underwriter activities as contemplated in the Commitment Documents; provided, however, that the Company will not be liable to an Indemnified Person under the foregoing indemnity for any claim, loss, liability or action to the extent that a court of competent jurisdiction shall have rendered a final judgment that such claim, loss, liability or action resulted from the gross negligence or wilful misconduct of that Indemnified Person.

(b)No provision of this letter shall apply so as to exclude any liability of any Mandated Lead Arranger and each Underwriter which by the Financial Services Authority Handbook of Rules and Guidance or other applicable law or regulations cannot be excluded by agreement with the Company.

10.Expenses

The Company confirms that it will reimburse each Mandated Lead Arranger and each Underwriter for all out-of-pocket costs and expenses including legal fees and expenses in accordance with the Fee Letter.

11.Payments

All payments to be made under the Commitment Documents:

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(a)shall be paid in the currency of the invoice and in immediately available, freely transferable cleared funds to such account(s) with such bank(s) as the relevant party shall notify to the relevant payee;

(b)shall be paid without any deduction or withholding for or on account of tax (a Tax Deduction) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and

(c)are exclusive of any value added tax or similar charge (VAT). If VAT is chargeable, an amount equal to the amount of the VAT shall also and at the same time be paid to the recipient.

12.Termination

(a)This letter will automatically terminate on the earlier of the date of signing of Finance Documents and 30 days from the date of this letter.

(b)Each Mandated Lead Arranger may terminate its obligations under this letter with immediate effect, by notice to you, if the Company does not comply with any term of the Commitment Documents.

(c)The provisions of paragraphs 8 (Confidentiality and Conflicts), 9 (Indemnification), 10 (Expenses), 11( Payments), 12 (Termination), 15 (Third Party Rights) and 18 (Governing Law/Jurisdiction) and (where termination arises under sub-paragraph (a) above as a result of execution of the Finance Documents) 2 (Syndication), 4 (No Front Running), 5 (Exclusivity) and 7 (Announcement) of this letter shall survive the expiration or termination of this letter and all fees, expenses and other amounts payable to the Mandated Lead Arranger and each Underwriter in relation to the Facility that are due and payable notwithstanding such expiration or termination shall remain so due and payable.

13.Classification

Each Mandated Lead Arranger and each Underwriter will treat Evraz Group SA for the purposes of its engagement hereunder as an intermediate customer within the meaning of and for the purposes of the Financial Services Authority Handbook of Rules and Guidance (the Handbook). In addition, Evraz Group SA, agrees that it will, at any time at the request of a Mandated Lead Arranger or Underwriter in connection with the requirements set out in the Handbook, provide that Mandated Lead Arranger and each Underwriter within a reasonable period after such request with documentation evidencing the existence, ownership and control of any obligors under the loan documentation in relation to the Facility.

14.Assignment

This letter may not be assigned or transferred by the Company without the prior written consent of the Mandated Lead Arrangers. Subject to paragraph 6 (Delegation) above, this letter may not be assigned or transferred by the Mandated Lead Arrangers and the Underwriters without the prior written consent of the Company.

15.Third Party Rights

The indemnity contained in this letter confers a benefit on each Indemnified Person and shall be enforceable by each such Indemnified Person by virtue of the Contracts (Rights of Third Parties) Act 1999. Subject to the foregoing, the parties to this letter do not intend that any term of this letter should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person

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who is not a party to this letter. Furthermore, this letter may be rescinded or varied in any way and at any time by the parties to this letter without the consent of any other Indemnified Person.

16.Entire Agreement

(a)The Commitment Documents set out the entire agreement between the Mandated Lead Arrangers and the Underwriters and you as to arranging and underwriting the Facilities and supersede any prior oral and/or written understandings or arrangements relating to the Facility.

(b)Any provision of a Commitment Document may only be amended or waived in writing signed by us and you.

17.Counterparts

This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

18.Governing Law/Jurisdiction

This letter shall be governed by English law. For the benefit of the Mandated Lead Arrangers and the Underwriters, you agree that the courts of England have jurisdiction to settle any dispute in connection with this letter and accordingly submit to the non-exclusive jurisdiction of the English courts and waive any defence of inconvenient forum which may be available.

Please acknowledge your agreement to the terms of this letter by countersigning the attached copy of this letter and returning it, together with a copy of the Fee Letter countersigned by yourselves, to Credit Suisse (for the attention of Kanad Chakrabarti, email kanad.chakrabarti@credit-suisse.com) and UBS Limited (for the attention of Giles Borten, email giles.borten@ubs.com) at the above address not later than 4.00 p.m. (London time) on 23 November 2006 failing which the arrangement and underwriting commitments hereunder will expire at such time.

Yours faithfully
/s/ Maria Leistner	/s/ Nicholas Markson
For and on behalf of	For and on behalf of
CREDIT SUISSE INTERNATIONAL	CREDIT SUISSE INTERNATIONAL
as Mandated Lead Arranger	as Mandated Lead Arranger
/s/ Luke Jaggar	/s/ Giles Borten
For and on behalf of	For and on behalf of
UBS LIMITED	UBS LIMITED
as Mandated Lead Arranger	as Mandated Lead Arranger
and Underwriter	and Underwriter

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/s/ Maria Leistner	/s/ Nicholas Markson
For and on behalf of	For and on behalf of
CREDIT SUISSE	CREDIT SUISSE
as Underwriter	as Underwriter
Date:  16 November 2006
We hereby accept and agree to the terms set out above.
/s/ Pavel Tatyanin
For and on behalf of
EVRAZ GROUP SA
Date:  19 November 2006

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Project Ocean

Term Loan Facility

Summary of Terms and Conditions

16 November 2006

Borrower:	Evraz Group SA.
Guarantor:	Mastercroft Limited (and, together with the Borrower, the Obligors).
Target:	The company code name Oscar (Oscar).
Lead Arrangers, Underwriters and Bookrunners:	Credit Suisse International (CS) and UBS Limited (the Lead Arrangers) or their respective affiliates.
Facility Agent:	UBS Limited.
Lenders:	The Lead Arrangers and a syndicate of international banks and financial institutions to be selected by the Lead Arrangers in consultation with the Borrower.
Facility:	A term loan facility (the Facility) made available by the Lenders to the Borrower pursuant to a credit agreement between, amongst others, the Borrower, the Lenders, and the Facility Agent (the Credit Agreement).
Facility Amount:	USD 1,800,000,000.
Purpose:	The Facility may only be used to finance:
	(a)the direct or indirect purchase or acquisition of up to 100% of the common stock, par value USD 0.01, of Oscar (the Common Stock) (or any derivative security convertible into Common Stock) pursuant to an all cash tender offer for all of the issued and outstanding Common Stock (the Offer);
	(b)any option to purchase Common Stock directly from Oscar (the Option) and payments to the holders of any incentive award or other right relating to, or the value of which is based on the value of, the Common Stock; or
	(c)the purchase price payable in respect of Common Stock acquired pursuant to any statutory merger following successful completion of the Offer, being Common Stock not tendered in connection with the Offer, in accordance with the terms and conditions of the Agreement and Plan of Merger (the Merger Agreement) to be entered into by the Borrower, Oscar and Oscar Acquisition Merger Sub, Inc. a wholly owned subsidiary of the Borrower (Bidco),
	(and the events described above in paragraphs (a) – (c), inclusive, together constituting the Acquisition);

	(d)the refinancing of any borrowings of the Target Group; and
	(e)costs and expenses in relation to the Offer and the transactions contemplated by the Merger Agreement (including fees and expenses payable in relation to this Facility).
Availability Period:	The Facility will be available up to and including the earlier of:
	(a)the date falling 194 days from the date of the Commitment Letter;
	(b)3 Business Days following the Effective Time (as defined in the Merger Agreement) of the merger of Oscar with and into Bidco; and
	(c)the date upon which the Offer lapses, terminates or is withdrawn or the Merger Agreement is terminated in accordance with its terms (the Offer Expiry Date).
Drawdown Date:	The Facility shall be drawn in one or more drawdowns of not less than USD 10,000,000 each, upon two business day’s notice within the Availability Period, subject only to the Certain Funds conditions set out below.
	Not more than 6 loans may be outstanding under the Facility at any one time after the first utilisation date. The Credit Agreement will provide for customary loan consolidation provisions.
Certain Funds:	During the Certain Funds Period, no Lender may refuse to make a loan to finance the transactions referred to under the Purpose section above (an Acquisition Loan) available, cancel any commitment, exercise any right of rescission or similar right or remedy which it may have in relation to any Acquisition Loan or accelerate repayment of any Acquisition Loan unless:
	(a)the documentary conditions precedent (set out in paragraph 1 and 2 of the section “Condition Precedent” below) have not been satisfied or waived;
	(b)any Major Representation is incorrect or will be incorrect immediately after the Acquisition Loan is made;
	(c)any Major Default is outstanding or will result from the making of the Acquisition Loan; or
	(d)it is unlawful for that Lender to perform any of its obligations under the finance documents (in which case, if that Lender is not an Underwriter (but not otherwise), the Underwriters will use their reasonable endeavours to find another existing Lender or a new Lender to fulfil those obligations or will assume such obligations themselves).
	A Major Representation is any of the following representations under

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the Credit Agreement (which, for the avoidance of doubt, do not apply in respect of the Target Group):

(a)status;

(b)powers and authority;

(c)legal validity; or

(d)non-conflict.

A Major Default is any of the following events of default under the Credit Agreement (which, for the avoidance of doubt, do not apply in respect of the Target Group):

(a)non-payment;

(b)breach of provisions relating to pari passu ranking, negative pledge, restrictions on disposals, acquisitions or financial indebtedness or the Offer;

(c)misrepresentation insofar as it relates to a Major Representation;

(d)insolvency or insolvency proceedings in respect of the Borrower, the Guarantor or Bidco;

(e)illegality/ineffectiveness of any finance document or Acquisition Document (as defined below); or

(f)there is a Change of Control (defined below) in respect of the Company, the Guarantor or Bidco (and for the avoidance of doubt the implementation of the merger in accordance with the terms of the Merger Agreement will not constitute a Change of Control in respect of Bidco).

Change of Control means, in respect of the Borrower, the Guarantor or Bidco, the occurrence of any person or group of persons acting together pursuant to an agreement or understanding (whether formal or informal) directly or indirectly to gain control of more than 50% of the issued share capital of that company or otherwise acquire control of that company.

The Certain Funds Period will be the period beginning on the later of the date of public announcement of the Offer or the date of signing of the Credit Agreement and ending on the earlier of:

(a)the Offer Expiry Date;

(b)3 Business Days following the Effective Time (as defined in the Merger Agreement) of the merger of Oscar with and into Bidco; and

(c)the date falling 194 days from the date of the Commitment Letter.

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	None of the provisions described above will affect the rights of any Lender in respect of any default outstanding upon the expiry of the Certain Funds Period, irrespective of whether that default occurred prior to the expiry of the Certain Funds Period or not.
Final Repayment Date:	364 days after the date of the Commitment Letter, subject to the Extension Option (and, for the avoidance of doubt, references to the Final Repayment Date in this term sheet will be deemed to be references the Extension Repayment Date if the Extension Option is elected by the Borrower and consented to by the Lenders).
Extended Repayment Date:	18 months after the date of the Commitment Letter.
Extension Option:	One calendar month prior to the Final Repayment Date, the Borrower may request the Lenders to extend the Final Repayment Date. If the Lenders consent to such an extension (which must either be provided or denied within 5 Business Days) then, upon the payment by the Borrower of the Extension Fee, the Final Repayment Date shall become the Extended Repayment Date.
Prepayment:	The Borrower may only voluntarily prepay up to USD 1,000,000,000 of the Facility with standard break funding costs, but without prepayment penalty or premium, during the first 12 months of the Facility. Thereafter the remainder is not prepayable (other than pursuant to a Mandatory Prepayment or pursuant to a refinancing of the Facility).
Mandatory Prepayment:	Mandatory Prepayment of the Facility must be made:
	(a)Illegality: if such Lender requests, if it becomes unlawful for such Lender to perform its obligations under the Credit Agreement;
	(b)Change of Control: following a Change of Control;
	(c)Capital Raising: from the proceeds of any issue, sale or offering of any domestic or international debt capital, equity, equity-linked or bank market security or instrument or any other debt prior to the Final Repayment Date (Takeout Financing), other than:
	(i)export credit agency backed bilateral loans to finance capital expenditure up to a maximum aggregate amount of USD 500,000,000;
	(ii)bilateral trade credit lines entered into in the ordinary course of trading for East Metals SA or its successor company domiciled in Geneva or Lugano and Russian Mills (namely NTMK, ZSMK and NKMK) up to a maximum aggregate amount of USD 600,000,000;
	(iii)any take-out financing in respect of Vitkovice Steel up to a maximum aggregate amount of USD 200,000,000, provided that such financing is not syndicated to any

4

	non-Czech banks or Czech branches of non-Czech banks which in each case do not participate in the current financing in respect of Vitkovice Steel;
	(iv)any financing to fund redemption of call options and payments in relation to the squeeze-out of minorities in respect of Highveld up to a maximum aggregate amount of up to USD 300,000,000, provided that such financing is privately placed only and is not sold within the European syndicated bank debt market;
	(v)the incurrence of debt under any undrawn commitment of any facility or other arrangement for the provision of financial indebtedness of any member of the Group existing at the date of this letter and referred to in the Group indebtedness spreadsheet circulated by e-mail to the Lead Arrangers by the Company on 15 November 2006;
	(vi)rollovers of the commercial paper under the Group’s commercial paper programmes existing at the date of this letter; and
	(vii)the re-negotiation of any of the Group’s other bilateral bank debt facilities not described in (i) to (vi) above existing at the date of this letter.
	(d)Disposals: further the Facility shall be prepaid in full or in part from the proceeds of a disposal of material assets (being assets with, at the time of the relevant disposal, a book value equivalent to 5% or greater of the book value of the Group’s total assets), net of costs and expenses of such disposal and tax incurred in connection with such disposal, subject to carve-outs in respect of trapped cash and proceeds to the extent contractually required to be applied towards repayment of existing financial indebtedness in accordance with the terms (as at the date of this term sheet) of the credit documentation providing for such financial indebtedness; and
	(e)Ratings Downgrade: the Group’s rating is downgraded to or below B- (S&P) or B3 (Moody’s).
Cancellation:	The Borrower may cancel the undrawn commitments at any time, without penalty, on 10 business days’ written notice and, if in part, in a minimum of USD 10,000,000.
Automatic Cancellation:	The commitments of each Lender will be automatically cancelled to the extent undrawn at the close of business on the earlier of the last day of the Availability Period and 3 Business Days following the Effective Time (as defined in the Merger Agreement) of the merger of Oscar with and into Bidco.
Interest:	Mandatory Costs + LIBOR + Margin per annum on the outstanding Facility Amount on an Actual/360 basis, payable at the end of each

5

		interest period.
Interest Periods:		For the purpose of calculating interest:
		(a)each term loan will have successive terms;
		(b)except as provided below, each term for a loan will be 1, 2, 3 or 6 months at the option of the Borrower, or any other period agreed between the Company and all the Lenders; and
		(c)during primary syndication each loan will have an interest period of one month or less.
LIBOR:		The USD British Bankers’ Association rate displayed on Reuters page LIBOR01 or any successor page for the relevant interest period 2 Business Days prior to the interest payment date.
Mandatory Costs:		The rate of interest payable will be increased to reflect the cost of complying with any applicable regulatory requirements of the Bank of England, the Financial Services Authority, the European Central Bank or an other relevant regulatory authority.
Margin:		1.10% per annum.
Commitment Fee:		The Borrower must pay a commitment fee computed at the rate of 0.45% per cent. per annum on the undrawn, uncancelled amount, of each Lender’s commitments under the Facility during the period from the date falling 30 days after the date of the Commitment Letter up to and including the last day of the Availability Period.
		Accrued commitment fees are payable by the Borrower to the Facility Agent quarterly in arrears from the date of the Credit Agreement.
Agency Fee:		The Borrower will pay to the Facility Agent an annual Facility Agent’s fee in an amount to be agreed, and to be payable annually in advance on and from the first utilisation date and for so long as any commitment is in force or any amount is outstanding under the Facility.
Finance Documents:		The Credit Agreement and all ancillary documents.
Conditions Precedent:
(1)	Initial Conditions Precedent:(1)	Conditions precedent must be completed to the satisfaction of the Facility Agent (acting reasonably) and, in addition to those specified in the Commitment Letter, will be:
		(a)copies of relevant constitutional documents and corporate authorities of the Borrower, Guarantor and Bidco approving entry into the Finance Documents to which it is a party and approving the Acquisition;
		(b)specimen signatures of authorised signatories of each Obligor;

(1)Subject to confirmation from the Company and its advisors, it may be that a number of these conditions can be satisfied, and consequently can be removed from the conditions precedent list, prior to signing of the Credit Agreement.

6

	(c)evidence of the appointment of a process agent for each Obligor;
	(d)legal opinions from:
	(i)lawyers in the jurisdiction of incorporation of each Obligor (including a copy of an extract from the Luxembourg Trade and Companies Register for the Company); and
	(ii)Allen & Overy LLP, London;
	(e)a certificate from an authorised signatory of the Borrower confirming that utilisation by the Borrower at the total commitments in full would not breach any limit binding on any Obligor;
	(f)a certificate from an authorised signatory of each Obligor certifying that each copy condition precedent document provided in respect of that Obligor is correct, complete and (if applicable) in full force and effect;
	(g)a certificate from the Borrower confirming that it has sufficient funds (including for this purpose, for the avoidance of doubt, the Facility) to complete the Offer (including, if due and payable by reason of the completion of the Offer, to repay any outstanding financial indebtedness of the Target Group);
	(h)a copy of the Merger Agreement (including any supplemental or amendment documents in respect of the Merger Agreement) and any other material documents relating to the Acquisition (the Acquisition Documents);
	(i)an original of the Credit Agreement, each fee letter and any other executed Finance Documents;
	(j)a certified copy of the Group structure chart (both before and after completion of the Acquisition);
	(k)copies of the final legal due diligence report prepared by Cleary Gottlieb Steen & Hamilton LLP (subject to receipt by them of appropriate ‘no reliance’ letters from the Facility Agent and (prior to any distribution to the Lenders) the Lenders) and (if there is one) the Environ environmental due diligence report (it being understood that the Lenders will have no reliance on this report); and
	(l)evidence of payment of fees and expenses due and payable by the Borrower under the Finance Documents.
	For the avoidance of doubt, in this paragraph 1 any reference to an Obligor does not include any member of the Target Group.
(2)Offer Conditions Precedent:	Before any Acquisition Loan is made during the Certain Funds Period,

7

the following additional conditions precedent must be completed to the satisfaction of the Facility Agent (acting reasonably) and, in addition to those specified in the Commitment Letter, will be:

(a)a copy of the public announcement in respect of the Offer (the Announcement);

(b)the form of Schedule TO to be delivered to the shareholders of the Target and/or the Securities Exchange Commission (SEC) containing the Offer (the Offer Document);

(c)a copy of any revised Offer Document sent by or on behalf of the Company to shareholders in the Target;

(d)evidence that the Offer was recommended by the board of directors of the Target at or shortly after the Announcement;

(e)a certificate from the Company confirming that:

(i)Bidco has become obligated to accept for payment, and pay for, the shares of Common Stock tendered in the Offer in accordance with the Merger Agreement and applicable law and regulation;

(ii)the undertakings described below opposite the heading Additional Offer Covenants have been complied with;

(iii)no material term or condition of the Offer or the Acquisition Documents (to be designated as such in writing between the Lead Arrangers and the Borrower) has been waived or amended by the Borrower and/or Bidco in any respect without the consent of the Majority Lenders (except where such waiver or amendment relates to a typographical or mechanical error which is not prejudicial to the interests of the Lenders under the Finance Documents); and

(iv)neither the Borrower nor Bidco has agreed any arrangements with any governmental, regulatory or similar authority (other than any restriction referred to in paragraph 2(a) of Exhibit A to the Merger Agreement) applicable to the Offer in order to satisfy any term or condition of the Offer without the consent of the Majority Lenders;

(f)evidence that all necessary filings have been made, clearances have been obtained, or relevant waiting or other time periods under any applicable law or regulation of any jurisdiction (including the Hart-Scott-Rodino Antitrust Improvement Act on 1976 and the 1988 Exon-Florio Amendment to the Defense Production Act of 1950) have expired, lapsed or terminated; and

(g)a certificate from the Borrower certifying all other necessary consents and authorisations required to implement the Offer in

8

	accordance with the Merger Agreement have been obtained.
(3)Conditions precedent to all utilisations:	Except in the case of Acquisition Loans utilised during the Certain Funds Period, the obligations of each Lender are subject to the further conditions precedent that, on the date of request for a loan and on the relevant utilisation date:
	(a)all representations and warranties to be repeated on those dates are true and correct (and will be true and correct after the making of the relevant utilisation); and
	(b)no default has occurred and is outstanding (or would result from the making of the relevant utilisation).
Representations and Warranties:	Customary for a transaction of this type (with suitable baskets, thresholds and other exceptions to be agreed), including (but not limited to) status*, governing law and enforcement*, binding obligations*, non conflict*, borrowing limits*, power and authority*, execution of Finance Documents, no insolvency proceedings*, no Event of Default*, no other material defaults, no material proceedings*, compliance with laws, no tax liability or disputes, consents and approvals, the information memorandum being true in all material aspects, recent financial statements*, validity and admissibility in evidence*, pari passu, no filing and stamp taxes, no deduction and withholding, no encumbrances, no immunity, private and commercial acts, no obligation to create security, no employee disputes subject to an agreed threshold, ownership of assets and environmental compliance.
	Representations with an asterix after them will be repeated on the date of each request for a loan, on the first day of each term, on the date of any Extension Option request and, if the Extension Option request is accepted by any Lender, on the original Final Repayment Date.(2)
Covenants:	Customary for a transaction of this type including, but not limited to, the following financial covenants:
	(a)a consolidated indebtedness to consolidated EBITDA ratio of 3:1 or less (the Leverage Ratio); and
	(b)a consolidated EBITDA to consolidated interest expense ratio of not less than 3.5:1 (the Interest Cover Ratio),
	with the definitions to be based on the precedents contained in the most recent credit facilities entered into with the Borrower using these ratios.
Additional Offer Covenants:	These will be:
	(a)compliance in all material respects with all laws and regulations applicable to the Offer;
	(b)supply of copies of any information or correspondence sent to the shareholders of the Target and any other material

(2)Subject to finalisation of covenants.

9

	information in relation to the Offer;
	(c)no increase in the purchase price by more than 10% (unless such increase is funded in its entirety from sources other than external financial indebtedness);
	(d)no material term or condition of the Offer or the Acquisition Documents (to be designated as such in writing between the Lead Arrangers and the Borrower) may be waived or amended by the Borrower and/or Bidco in any respect without the consent of the Majority Lenders (such consent not to be required where such waiver or amendment relates to a typographical or mechanical error which is not prejudicial to the interests of the Lenders under the Finance Documents);
	(e)minimum acceptance level in respect of the Offer is not waived unless notwithstanding such waiver the Company will acquire 50.1% or more of the issued voting share capital of the Target (including the shares of the Target which are to be acquired pursuant to the Acquisition Documents); and
	(f)an indemnity in favour of the finance parties in respect of the Offer.
Events of Default:	Customary for a transaction of this type (with suitable grace periods, baskets, thresholds and other exceptions to be agreed) including, but not limited to, inter alia, Non Payment, Financial Covenants, Other Obligations, Misrepresentation, Cross Default and Cross Acceleration, Moratorium, Effectiveness of Finance Documents, Insolvency, Insolvency Proceedings, Creditors’ process, Unlawfulness, Cessation of Business and Material Adverse Change.
Clean-Up Period:	During the Clean-Up Period only the following Events of Default will apply to any company which is a member of the Target Group as at the date the Offer becomes unconditional in all respects (the Unconditional Date):
	(a)non-payment;
	(b)insolvency;
	(c)insolvency proceedings;
	(d)creditors’ process; and
	(e)Other Obligations (in respect of a breach of the covenant relating to environmental matters only),
	except that, if any event or circumstance exists in respect of any member of the Target Group which would otherwise constitute an Event of Default or a Default but for this Clean-Up Period and such event or circumstance either: (i) has a Material Adverse Effect (as defined below); (ii) was procured by the Borrower and/or Bidco; or (iii) is not capable of being cured, then that event or circumstance will constitute an

10

	Event of Default or Default.
	The Clean-Up Period will be the period commencing on the Unconditional Date and ending on the date which is 90 days after the Unconditional Date.
Material Adverse Effect:	Means a material adverse effect on:
	(a)the business, prospects or financial condition of any Material Subsidiary of the Group or the Group as a whole;
	(b)the ability of the Company to perform its obligations under any Finance Document;
	(c)the validity or enforceability of any Finance Document; or
	(d)any right or remedy of a Finance Party in respect of a Finance Document.
Assignment:	Each Lender may freely assign and/or otherwise transfer any of its rights, benefit and obligations under the Finance Documents to any third party subject to prior consultation with the Borrower during primary syndication and, thereafter, subject to the prior consent of the Borrower (not to be unreasonably withheld and deemed to be granted if the Borrower does not expressly refuse within 2 Business Days of the Facility Agent notifying it of a proposed assignment or transfer). No consent is required in respect of assignments and/or transfers to a Lender’s affiliates or where an Event of Default has occurred and is continuing.
Documentation:	Documentation to include terms usual for this type of transaction (including tax gross-up, tax indemnity, market disruption, illegality, increased costs, standard borrower’s indemnities and costs and expenses, Lenders’ set off, pro rata sharing, agency provisions, English language clause, no immunity) and to be in form and substance satisfactory to the Lenders and the Borrower (each acting reasonably).
	The definitive documentation shall be in form and substance similar to the Loan Market Association investment grade precedent facility agreement.
Business Days:	Luxembourg, New York and London.
Governing Law:	English law.

11

EX-99.(D)(1)

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Exhibit 99(d)(1)

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

AMONG

EVRAZ GROUP S.A.,

OSCAR ACQUISITION MERGER SUB, INC.

and

OREGON STEEL MILLS, INC.

Dated as of November 20, 2006

TABLE OF CONTENTS

		Page
ARTICLE I THE OFFER
Section 1.01.	The Offer	1
Section 1.02.	Company Actions	3
Section 1.03.	Stockholder Lists	4
Section 1.04.	Directors	4
Section 1.05.	Top-Up Option	5
ARTICLE II THE MERGER
Section 2.01.	The Merger	6
Section 2.02.	Consummation of the Merger	6
Section 2.03.	Effects of the Merger	6
Section 2.04.	Certificate of Incorporation and Bylaws	6
Section 2.05.	Directors and Officers	7
Section 2.06.	Conversion of Shares	7
Section 2.07.	Conversion of Common Stock of Purchaser	7
Section 2.08.	Written Consent	7
Section 2.09.	Merger Without Meeting of Stockholders	7
Section 2.10.	Withholding Taxes	7
ARTICLE III DISSENTING SHARES; PAYMENT FOR SHARES; OPTIONS
Section 3.01.	Dissenting Shares	8
Section 3.02.	Payment for Shares	8
Section 3.03.	Closing of the Company's Transfer Books	9
Section 3.04.	Existing Stock Options	9
Section 3.05.	Other Equity Based Awards	10
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 4.01.	Organization and Qualification	11
Section 4.02.	Capitalization	11
Section 4.03.	Authority	12
Section 4.04.	Consents and Approvals; No Violation	13
Section 4.05.	Reports; Financial Statements	13
Section 4.06.	Absence of Certain Changes	15
Section 4.07.	Schedule 14D-9; Offer Documents and Information Statement	16
Section 4.08.	Brokers	16
Section 4.09.	Employee Benefit Matters	16
Section 4.10.	Litigation	20
Section 4.11.	Tax Matters	20
Section 4.12.	Compliance with Law; No Default	22
Section 4.13.	Environmental Matters	22
Section 4.14.	Intellectual Property	24
Section 4.15.	Real Property	24
Section 4.16.	Material Contracts	25
Section 4.17.	Insurance	26
Section 4.18.	Related Party Transaction	27

i

Section 4.19.	State Takeover Statutes Inapplicable	27
Section 4.20.	Rights Agreement	27
Section 4.21.	Required Vote of Company Stockholders	27
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Section 5.01.	Organization and Qualification	28
Section 5.02.	Authority	28
Section 5.03.	Offer Documents; Information Statement	28
Section 5.04.	Consents and Approvals; No Violation	28
Section 5.05.	Commitment Letter	29
Section 5.06.	Brokers	29
ARTICLE VI COVENANTS
Section 6.01.	Conduct of Business of the Company	29
Section 6.02.	No Solicitation	32
Section 6.03.	Access to Information; Confidentiality	33
Section 6.04.	Reasonable Best Efforts	34
Section 6.05.	Indemnification and Insurance	35
Section 6.06.	Employee Matters	36
Section 6.07.	Takeover Laws	37
Section 6.08.	Information Statement	37
Section 6.09.	Notification of Certain Matters	37
Section 6.10.	Press Releases	38
ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER
Section 7.01.	Conditions to Each Party's Obligation to Effect the Merger	38
ARTICLE VIII TERMINATION; AMENDMENT; WAIVER
Section 8.01.	Termination	38
Section 8.02.	Effect of Termination	40
Section 8.03.	Fees and Expenses	40
Section 8.04.	Amendment	41
Section 8.05.	Extension; Waiver; Remedies	41
ARTICLE IX MISCELLANEOUS
Section 9.01.	Survival of Representations and Warranties	42
Section 9.02.	Entire Agreement; Assignment	42
Section 9.03.	Enforcement of the Agreement; Jurisdiction	42
Section 9.04.	Validity	43
Section 9.05.	Notices	43
Section 9.06.	Governing Law	44
Section 9.07.	Descriptive Headings	44
Section 9.08.	Parties in Interest	44
Section 9.09.	Counterparts	44
Section 9.10.	Certain Definitions	44
Section 9.11.	Interpretation	45
EXHIBIT A		A-1

ii

Glossary of Defined Terms

Defined Terms	Defined in Section
409A Authorities	Section 4.09(o)
Absence of Breach Condition	Section 1.01(a)(ii)
Acquisition Proposal	Section 6.02(g)
Affiliate	Section 9.10(a)
Associate	Section 9.10(a)
AJCA	Section 4.09(o)
Agreement	Preamble
Business Day	Section 9.10(c)
Canadian Competition Act	Section 4.04
Certificates	Section 3.02(b)
CFIUS	Section 4.04
Closing	Section 2.02
Code	Section 2.10
Commitment	Section 5.05
Company	Preamble
Company Board	Recitals
Company Financial Advisor	Section 1.02(a)
Company Intellectual Property Rights	Section 4.14(a)
Company SEC Reports	Section 4.05(a)
Company Securities	Section 4.02(a)
Confidentiality Agreement	Section 1.02(a)
Continuing Directors	Section 1.04(b)
Corporation Law	Recitals
Disclosure Letter	Article IV
Dissenting Shares	Section 3.01
Effective Time	Section 2.02
Environment	Section 4.13(h)
Environmental Law	Section 4.13(h)
Environmental Permits	Section 4.13(b)
Equity Award	Section 3.05
Equity Plan	Section 3.05
ERISA	Section 4.09(a)
ERISA Affiliate	Section 4.09(c)
Exchange Act	Section 1.01(a)(i)
Existing Stock Options	Section 3.04
Existing Company SEC Reports	Article IV
Exon-Florio Act	Section 6.04(a)
Expenses	Section 8.03(b)
Expiration Date	Exhibit A
GAAP	Section 4.05(b)
Governmental Entity	Section 4.04
Hazardous Substance	Section 4.13(h)
HSR Act	Section 4.04
Indemnified Parties	Section 6.05(b)
Independent Directors	Section 1.04(c)
Information Statement	Section 4.07(b)
Intellectual Property Rights	Section 4.14(b)
ITAR	Section 4.04

iii

LTIP	Section 3.05
Material Adverse Effect	Section 9.10(d)
Material Contract	Section 4.16(a)
Merger	Recitals
Merger Consideration	Section 2.06
Minimum Tender Condition	Exhibit A
Nonqualified Deferred Compensation Plans	Section 4.09(o)
Notice of Superior Proposal	Section 8.01(e)
Offer	Recitals
Offer Conditions	Section 1.01(a)(i)
Offer Documents	Section 1.01(b)
Offer Price	Recitals
Option Cash-Out Date	Section 3.04
Options	Section 3.04
Outside Date	Section 8.01(c)
NYSE	Section 1.01(a)(ii)
Parent	Preamble
Paying Agent	Section 3.02(a)
Payment Fund	Section 3.02(a)
Permits	Section 4.12
Person	Section 9.10(e)
Plan	Section 4.09(a)
Potential Acquiror	Section 6.02(b)
Preferred Stock	Section 4.02(a)
Preliminary Information Statement	Section 6.08
Proceeding	Section 4.10
Purchaser	Preamble
Real Property Leases	Section 4.15(b)
Regulatory Conditions	Section 1.01(a)(ii)
Release	Section 4.13(h)
Remedial Measures	Section 4.13(h)
Required Funds	Section 5.05
Restricted Shares	Section 4.02(a)
Rights	Recitals
Rights Agreement	Recitals
Sarbanes-Oxley Act	Section 4.05(a)
Schedule TO	Section 1.01(b)
Schedule 14D-9	Section 1.02(b)
SEC	Section 1.01(a)(ii)
Securities Act	Section 1.05(c)
Shares	Recitals
Stockholder Approval	Section 2.08
Stock Option Plans	Section 3.04
Subsequent Proposal	Section 8.03(d)
Subsequent Transaction	Section 8.03(d)
Subsidiary	Section 9.10(f)
Subsidiary Securities	Section 4.02(b)
Superior Proposal	Section 6.02(g)
Surviving Corporation	Section 2.01
Takeover Laws	Section 1.02(a)

iv

Tax	Section 4.11(n)
Termination Fee	Section 8.03(b)
Top-Up Option	Section 1.05(a)
Top-Up Shares	Section 1.05(a)
USWA	Section 2.05
WARN Act	Section 4.09(s)

v

AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 20, 2006, among Evraz Group S.A., a company incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg ("Parent"), Oscar Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Purchaser"), and Oregon Steel Mills, Inc., a Delaware corporation (the "Company").

RECITALS

        WHEREAS, the Board of Directors of each of Parent, Purchaser and the Company has approved the acquisition of the Company by Parent on the terms and conditions set forth in this Agreement;

        WHEREAS, on the terms and subject to the conditions set forth herein, Purchaser has agreed to commence a tender offer (the "Offer") to purchase all outstanding shares of common stock, par value $0.01 per share, of the Company, including the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of December 23, 1999, between the Company and ChaseMellon Shareholder Services, LLC, as Rights Agent (the "Rights Agreement") (the shares of common stock, together with the Rights, are referred to collectively as the "Shares"), at a price of $63.25 per Share, net to the seller in cash (such price, or any higher price as may be paid in the Offer in accordance with this Agreement, the "Offer Price");

        WHEREAS, following consummation of the Offer, Purchaser shall merge with and into the Company (the "Merger") and each Share that is issued and outstanding immediately prior to the Effective Time (as defined below) (other than Shares owned directly or indirectly by Parent, Purchaser or the Company, which will be canceled with no consideration issued in exchange therefor) will be canceled and converted into the right to receive cash in an amount equal to the Offer Price, all upon the terms and conditions set forth herein;

        WHEREAS, the Board of Directors of the Company (the "Company Board") has, on the terms and subject to the conditions set forth herein, unanimously (i) determined that the transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the Delaware General Corporation Law (the "Corporation Law"), and (iii) determined to recommend that the Company's stockholders accept the Offer and tender their Shares to Purchaser and, to the extent applicable, adopt the agreement of merger (as such term is used in Section 251 of the Corporation Law) set forth in this Agreement;

        WHEREAS, the Board of Directors of Purchaser has, on the terms and subject to the conditions set forth herein, unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and Parent (in its capacity as the sole stockholder of Purchaser) has adopted the agreement of merger set forth in this Agreement in each case, in accordance with the Corporation Law; and

        WHEREAS, Parent, Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement;

        NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE OFFER

        SECTION 1.01.    The Offer.    (a) (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the events set forth in paragraph (2) of Exhibit A hereto shall have occurred or be existing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than eight Business Days after the date hereof commence

(within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer to purchase all outstanding Shares, at the Offer Price. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Exhibit A (the "Offer Conditions"). The initial expiration date of the Offer shall be the twentieth Business Day (as defined in Section 9.10(c)) following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but is not obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the conditions set forth on Exhibit A or modify the conditions set forth on Exhibit A in a manner adverse to the holders of Shares, (E) extend the expiration of the Offer except as required or permitted by 1.01(a)(ii) or (F) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

         (ii)  Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Offer Conditions as of any scheduled expiration of the Offer, Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such scheduled expiration. Purchaser may, without the consent of the Company, (A) extend the Offer for one or more periods of time of up to ten Business Days per extension if at any scheduled expiration of the Offer any of the Offer Conditions are not satisfied, until such time as such Offer Conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof or the New York Stock Exchange ("NYSE") applicable to the Offer or (C) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.01, (1) if, as of any Expiration Date (as defined in Exhibit A), the Offer Conditions set forth in Paragraph 1(b), (c) and (d) of Exhibit A (such Offer Conditions, the "Regulatory Conditions") are not satisfied or waived by Purchaser, then upon written request by the Company delivered on or prior to such Expiration Date, Purchaser shall extend the Offer for a period of not more than ten Business Days, in order to permit the satisfaction of the Offer Conditions; (2) if, as of any Expiration Date, all of the Offer Conditions (other than the Minimum Tender Condition) have been satisfied or waived by Purchaser, but the Minimum Tender Condition is not satisfied, Purchaser shall extend the Offer for a period of five Business Days, in order to permit the satisfaction of the Offer Conditions; provided, that if at the end of such five Business Day period, all of the Offer Conditions (other than the Minimum Tender Condition) are satisfied, but the Minimum Tender Condition is not satisfied, Purchaser shall not be required to make any further extension pursuant to this clause (2); (3) if, as of any Expiration Date, the Offer Condition set forth in Paragraph 2(c) of Exhibit A (the "Absence of Breach Condition") is not satisfied and has not been waived, then upon written request by the Company delivered on or prior to such Expiration Date, to the extent that the Company is entitled pursuant to Section 8.01(d)(i)(B) to attempt to cure such breach of its representations and warranties, or failure to comply with any of its covenants, contained in this Agreement, and the cure of such breach or failure would result in the satisfaction of the Absence of Breach Condition, Purchaser shall extend the Offer until the date of the expiration of such cure period, or such earlier date as specified by the Company in its request; and (4) if, within four Business Days prior to any Expiration Date occurring on or before January 4, 2007, the Company receives an Acquisition Proposal (or a revision to a previously received Acquisition Proposal) that is still pending as of such Expiration Date, then upon written request of the Company, Purchaser shall extend the Offer if necessary so that the Expiration Date does not occur until the later of

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(x) the date that is five Business Days following the date of the Company's initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the last Business Day of any required notice period pursuant to Section 6.02(e) or 8.01(e), or such earlier date as specified by the Company in its request. Subject to the proviso in clause (2) above, the foregoing rights of the Company to cause an extension of the Offer are cumulative so that if at any time, any of the foregoing is applicable, the Offer shall be so extended further. In addition, in the event that fewer than 90% of the total number of outstanding Shares have been validly tendered and not withdrawn, Purchaser shall, if requested by the Company on the Expiration Date, make available a subsequent offering period in accordance with Rule 14d-11 of the Exchange Act for a period of time determined by Parent, but not less than five Business Days. For the avoidance of doubt, the parties hereto agree that shares of restricted stock may be tendered in the Offer and be acquired by Parent or Purchaser pursuant to the Offer. The Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. Notwithstanding the foregoing Purchaser shall not be required to extend the Offer beyond the Outside Date.

        (b)   On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the "Offer Documents"). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser agree (i) to provide the Company with, and to consult with the Company regarding, any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) to provide the Company with any comments or responses thereto. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by applicable law.

        (c)   Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer.

        SECTION 1.02.    Company Actions.    (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the making of any offer and proposal and the taking of any other action by Parent or Purchaser in accordance with this Agreement and the transactions contemplated hereby have been consented to by the Company Board in accordance with the terms and provisions of the Confidentiality Agreement, dated February 9, 2005 between an Affiliate (as defined in Section 9.10(a)) of Parent and the Company, as amended on November 6, 2006 to, among other things, add Parent as a party (the "Confidentiality Agreement"), (ii) the Company Board (at a meeting or meetings duly called and held) has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the stockholders of the Company, (B) approved this Agreement and the transactions contemplated hereby, and (C) approved and declared advisable the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and directed that such agreement of merger be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09) and resolved to recommend acceptance of the Offer and adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the stockholders of the Company, (D) irrevocably taken all necessary steps to render Section 203 of the

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Corporation Law and the Rights inapplicable to Parent and Purchaser and to the Merger, this Agreement and the acquisition of Shares pursuant to the Offer (other than actions to be taken by the Rights Agent (which actions the Company shall cause the Rights Agent to irrevocably take as soon as practicable (but no later than three Business Days) following the date hereof)) and (E) irrevocably resolved to elect, to the extent permitted by law, not to be subject to any other "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations (collectively, "Takeover Laws") of any jurisdiction that may purport to be applicable to this Agreement and (iii) KeyBanc Capital Markets (the "Company Financial Advisor"), the Company's financial advisor, has delivered its opinion to the Company Board to the effect that, as of the date thereof and based upon and subject to the matters set forth therein, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. As soon as practicable after the date hereof, an executed copy of the written opinion of the Company Financial Advisor will be delivered to Parent.

        (b)   On the date the Offer Documents are filed, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing, subject to Section 6.02(e), the recommendations of the Company Board described in Section 1.02(a) and subject to Section 6.02(e), the Company, hereby consents to the inclusion of such recommendations in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the Company's stockholders. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees (i) to provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof and prior to responding thereto and (ii) to provide Parent and Purchaser with any comments or responses thereto. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by applicable law.

        SECTION 1.03.    Stockholder Lists.    In connection with the Offer, the Company shall cause its transfer agent to, promptly (but in any event within five Business Days after the date hereof), furnish Parent and Purchaser with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of the latest practicable date and shall furnish Parent and Purchaser with such information and assistance (including periodic updates of such information) as Parent or Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares.

        SECTION 1.04.    Directors.    (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 1.04) and the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser's designees to be so elected or appointed. The Company will also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage as is on the entire Company Board to constitute (i) each committee of the Company Board, (ii) each board of directors and each committee thereof of each

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wholly owned Subsidiary (as defined in Section 9.10(f)) of the Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors and each committee thereof of each non-wholly owned Subsidiary. The Company's obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by such Section and Rule.

        (b)   Following the election or appointment of Purchaser's designees pursuant to Section 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director, any amendment or termination of this Agreement requiring action by the Company Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company's rights or remedies under this Agreement will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "Continuing Directors").

        (c)   In the event that Parent's designees are elected or appointed to the Company Board pursuant to Section 1.04(a), until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the rules of the NYSE or the federal securities laws who are considered independent directors within the meaning of such rules and laws ("Independent Directors") and (ii) each committee of the Company Board that is required by such rules or securities laws to be comprised solely of, or a majority of, Independent Directors shall be so comprised; provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and the federal securities laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

        SECTION 1.05.    Top-Up Option.    (a) The Company hereby irrevocably grants to Purchaser an option (the "Top-Up Option"), exercisable only after the acceptance by Purchaser of, and payment for, Shares tendered in the Offer, to purchase that number (but not less than that number) of Shares (the "Top-Up Shares") as is equal to the lowest number of Shares that, when added to the number of Shares owned directly or indirectly by Parent or Purchaser at the time of such exercise, shall constitute one share more than 90% of the total Shares then outstanding (assuming the issuance of the Top-Up Shares) at a price per Share equal to the Offer Price; provided, however, that the Top-Up Option shall be exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 85% of the total number of Shares then outstanding and on or prior to the fifth Business Day after the expiration of the Offer or the expiration date of any subsequent offering period; provided, further, that in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company's then authorized and unissued shares of common stock (including, for purposes of this Section 1.05, as authorized and unissued shares of common stock any Shares held in the treasury of the Company). The obligation of the Company to deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject to the condition that no provision of any applicable law (which for the avoidance of doubt, does not include the rules or regulations of the NYSE which shall not apply) and no judgment, injunction, order or decree shall prohibit, or require any action or consent of the Company's stockholders in

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connection with, the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise.

        (b)   Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

        (c)   Parent and Purchaser understand that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, or will be upon exercise of the Top-Up Option, an "accredited investor" (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act.

ARTICLE II

THE MERGER

        SECTION 2.01.    The Merger.    Upon the terms and subject to the conditions hereof, and in accordance with the relevant provisions of the Corporation Law, Purchaser shall be merged with and into the Company as soon as practicable following the satisfaction or waiver, if permissible, of the conditions set forth in Article VII. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation") under the name "Evraz North America, Inc." and shall continue its existence under the laws of the State of Delaware. In connection with the Merger, the separate corporate existence of Purchaser shall cease. Upon the election of Parent, the Merger may be structured so that the Company shall be merged with and into Purchaser, with Purchaser continuing as the Surviving Corporation; provided, that the Company shall not be deemed to have breached any of its representations, warranties, covenants or agreements set forth in this Agreement by reason of such election.

        SECTION 2.02.    Consummation of the Merger.    Subject to the provisions of this Agreement, Purchaser and the Company shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a duly executed certificate of merger, as required by the Corporation Law, and shall take all such further actions as may be required by law to make the Merger effective. Prior to the filing referred to in this Section 2.02, a closing (the "Closing") will be held at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York (or such other place as the parties may agree) for the purpose of confirming all the matters contained herein. The time the Merger becomes effective in accordance with applicable law is referred to as the "Effective Time."

        SECTION 2.03.    Effects of the Merger.    The Merger shall have the effects set forth herein and in the applicable provisions of the Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

        SECTION 2.04.    Certificate of Incorporation and Bylaws.    The Certificate of Incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read as the Certificate of Incorporation of Purchaser in effect immediately prior to the Effective Time, except that Article I thereof shall read as follows: "The name of the Corporation is Evraz North America, Inc." and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law. The Bylaws of Purchaser, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation.

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        SECTION 2.05.    Directors and Officers.    The directors of Purchaser immediately prior to the Effective Time and the officers of the Company immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation until their respective successors are duly elected and qualified or until their earlier death, permanent disability, resignation or removal; provided that, one of the directors of the Surviving Corporation shall be appointed by the United Steelworkers of America ("USWA"), to the extent and only for so long as required pursuant to the Collective Bargaining Agreement dated September 10, 2004, between Rocky Mountain Steel Mills and USWA, on behalf of Local Union 2102.

        SECTION 2.06.    Conversion of Shares.    Each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Purchaser or any Subsidiary of Parent or the Company or held in the treasury of the Company, all of which shall be canceled without any consideration being exchanged therefor and other than Dissenting Shares (as defined in Section 3.01)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive in cash an amount per Share (subject to any applicable withholding tax specified in Section 2.10) equal to the Offer Price, without interest (the "Merger Consideration"), upon the surrender of the certificate representing such Shares as provided in Section 3.02. At the Effective Time all such Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided herein.

        SECTION 2.07.    Conversion of Common Stock of Purchaser.    Each share of common stock, $0.01 par value, of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one share of common stock of the Surviving Corporation.

        SECTION 2.08.    Written Consent.    Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, promptly following the consummation of the Offer (including any subsequent offering period), Parent and Purchaser shall (i) consent in writing, in accordance with Section 228 of the Corporation Law (the "Stockholder Approval"), to the adoption of the agreement of merger (within the meaning of Section 251 of the Corporation Law) set forth in this Agreement, without a meeting, and (ii) deliver such consent to the Secretary of the Company.

        SECTION 2.09.    Merger Without Meeting of Stockholders.    If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent, Purchaser, or any other direct or indirect Subsidiary of Parent, shall hold at least 90 percent of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer, without a meeting of stockholders of the Company, in accordance with Section 253 of the Corporation Law.

        SECTION 2.10.    Withholding Taxes.    Parent, Purchaser and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to a holder of Shares, Existing Stock Options, Restricted Shares or Equity Awards pursuant to the Offer or the Merger any stock transfer taxes and such amounts as are required to be withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement and the Offer as having been paid to the holder of the Shares, Existing Stock Options, Restricted Shares or Equity Awards in respect of which such deduction and withholding was made.

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ARTICLE III

DISSENTING SHARES; PAYMENT FOR SHARES; OPTIONS

        SECTION 3.01.    Dissenting Shares.    Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders properly exercising appraisal rights available under Section 262 of the Corporation Law (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration without any interest thereon. The Company shall give Parent and Purchaser (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Corporation Law and received by the Company relating to rights to be paid the "fair value" of Dissenting Shares, as provided in Section 262 of the Corporation Law, and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the Corporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

        SECTION 3.02.    Payment for Shares.    (a) From time to time after the Effective Time, Parent will cause Purchaser to make available to a bank or trust company located in the United States designated by Parent and reasonably satisfactory to the Company (the "Paying Agent") sufficient funds to make the payments due pursuant to Section 2.06 on a timely basis to holders of Shares that are issued and outstanding immediately prior to the Effective Time (such funds being hereinafter referred to as the "Payment Fund"). The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in the preceding sentence out of the Payment Fund. Such funds may be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Corporation; provided that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the stockholders of the Company in the amount of any such losses and (ii) such investments shall be in obligations of or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively. The Payment Fund shall not be used for any other purpose, except as provided in this Agreement.

        (b)   As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented Shares (other than Shares owned by Parent or Purchaser or any of their respective Subsidiaries and Dissenting Shares), a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificate and receiving payment therefor. Following surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be paid in exchange therefor cash in an amount (subject to any applicable withholding tax as specified in Section 2.10) equal to the product of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on

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the cash payable upon the surrender of the Certificates. If payment is to be made to a Person (as defined in Section 9.10(e)) other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. From and after the Effective Time and until surrendered in accordance with the provisions of this Section 3.02, each Certificate shall represent for all purposes solely the right to receive, in accordance with the terms hereof, the Merger Consideration in cash multiplied by the number of Shares evidenced by such Certificate, without any interest thereon.

        (c)   If any Certificate shall have been lost, stolen or destroyed, upon the making on an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration with respect to the Shares formerly represented thereby.

        (d)   Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation. Any former stockholders of the Company who have not complied with Section 3.01 prior to the end of such six-month period shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) but only as general creditors thereof for payment of their claim for the Merger Consideration, without any interest thereon. Neither Parent nor the Surviving Corporation shall be liable to any holder of Shares for any monies delivered from the Payment Fund or otherwise to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to six years after the Effective Time (or such earlier date as shall be immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law) unclaimed funds payable with respect to such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

        SECTION 3.03.    Closing of the Company's Transfer Books.    No transfer of Shares shall be made in the stock transfer books of the Company after the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for transfer, they shall be canceled and exchanged for the Merger Consideration as provided in this Article III, subject to applicable law in the case of Dissenting Shares.

        SECTION 3.04.    Existing Stock Options.    Each option or right to acquire Shares (the "Options") granted under any stock option or similar plan of the Company or under any agreement to which the Company or any of its Subsidiaries is a party (the "Stock Option Plans") which is outstanding (regardless of whether it is vested or exercisable) at the later of (a) the completion of the Offer and (b) the earlier of January 2, 2007 and the Effective Time (such date, the "Option Cash-Out Date" and any such Options, the "Existing Stock Options") shall by virtue of the completion of the Offer and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, with respect to each Share subject thereto equal to the excess, if any, of the Offer Price over the exercise price of such Existing Stock Option. At the Option Cash-Out Date, each holder of an Existing Stock Option shall be entitled to receive, as soon as practicable and in any event not later than five Business Days after the Option Cash-Out Date, in full satisfaction of such Existing Stock Option, an amount in cash without interest in respect thereof equal to the product of (a) the excess, if any, of the Offer Price over the per share

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exercise price of such Existing Stock Option and (b) the number of Shares subject to such Existing Stock Option, and each Existing Stock Option shall be canceled as of the Option Cash-Out Date. Such payment shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Existing Stock Option. Prior to the Option Cash-Out Date, if necessary, the Company Board shall exercise its authority under each Stock Option Plan to determine that each Existing Stock Option shall be converted, at the Option Cash-Out Date, in the manner described in this Section 3.04. The Stock Option Plans shall terminate as of the Option Cash-Out Date and any and all rights under any provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled as of the Option Cash-Out Date. All administrative and other rights and authorities granted under any Stock Option Plan to the Company, the Company Board or any Committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.

        SECTION 3.05.    Other Equity Based Awards.    Set forth in Schedule 3.05(a) of the Disclosure Letter is each incentive award or other right relating to, or the value of which is based on the value of, Shares, other than an Option (an "Equity Award") that was granted under any employee incentive or similar plan of the Company, including the Company's 2005 Long-Term Incentive Plan (the "LTIP") or under any agreement to which the Company or any of its Subsidiaries is a party (an "Equity Plan") and that is outstanding as of immediately prior to the acceptance for payment of Shares in the Offer and that shall by virtue of the completion of the Offer and in accordance with the terms of the Equity Plan pursuant to which such Equity Award was made, and without any action on the part of the Company or the holder thereof, be converted into and shall become a right to receive an amount in cash, without interest, determined by multiplying (i) the Merger Consideration by (ii) the number of Shares represented by such Equity Award. Each holder of an Equity Award shall be entitled to receive, in full satisfaction of such Equity Award, an amount in cash without interest determined by multiplying (i) the Merger Consideration by (ii) the number of Shares represented by such Equity Award and each Equity Award shall be canceled as of the acceptance for payment of Shares pursuant to the Offer. With respect to each Equity Award that is a Restricted Share, the payment shall be made not later than five Business Days after the completion of the Offer and shall be made without regard to whether any restrictions remain in effect with respect to such Equity Award and the holder of such Restricted Share shall thereafter cease to have any rights with respect thereto. With respect to each Equity Award under the LTIP that is not a Restricted Share, the payment shall be made on a pro rata basis through the Effective Time in accordance with the terms of the LTIP and paid no later than five Business Days after the Effective Time and any portion of such an award that is not payable under this Section 3.05 shall be forfeited, and such participant shall cease to have any entitlement therefor. Such payment with respect to Equity Awards shall be reduced by any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Equity Award. Prior to the completion of the Offer, if necessary, the Company Board shall exercise its authority under each Equity Plan to determine that each Equity Award shall be converted, at the Effective Time, in the manner described in this Section 3.05. The Company shall, prior to the completion of the Offer, amend the Equity Plans as necessary to comply with Section 409A of the Code. The Equity Plans shall terminate as of the Effective Time and any and all rights under any provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary thereof shall be canceled upon the completion of the Offer. All administrative and other rights and authorities granted under any Equity Plan to the Company, the Company Board or any Committee or designee thereof, shall, following the Effective Time, reside with the Surviving Corporation.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

        With respect to any Section of this Article IV, except (i) as disclosed in the reports, schedules, forms, statements and other documents filed by the Company with the SEC or furnished by the Company to the SEC, in each case on or after November 20, 2005 and prior to the date of this Agreement (the "Existing Company SEC Reports") (to the extent such disclosure does not constitute a "risk factor" (other than factual information contained therein) and to the extent applicability of such disclosure to such Section is reasonably apparent on its face) or (ii) as set forth in the section of the disclosure letter dated the date hereof and delivered by the Company to Parent with respect to this Agreement (the "Disclosure Letter") that specifically relates to such Section or another Section of the Disclosure Letter to the extent that the applicability of such disclosure is reasonably apparent on its face, the Company represents and warrants to Parent and Purchaser as follows:

        SECTION 4.01.    Organization and Qualification.    The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Subsidiaries is a corporation or other business entity duly organized and validly existing in good standing or has comparable status under the laws of its jurisdiction of incorporation, formation or organization, as applicable. The Company and each of its Subsidiaries has the requisite corporate or similar organizational power and authority to own its properties and conduct its business as currently conducted and is duly qualified or licensed to do business and in good standing or has comparable status as a foreign entity authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except where any such failures to be so qualified and in good standing have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 9.10(d)). The Company has heretofore made available to Parent and Purchaser accurate and complete copies of the certificate of incorporation and bylaws (or similar governing documents) as currently in effect for the Company and each of its Subsidiaries. Neither the Company nor any of its Subsidiaries, directly or indirectly, owns more than a 2% interest in any Person other than in the Company's Subsidiaries and except for investments of any Plan of the Company.

        SECTION 4.02.    Capitalization.    (a) The authorized capital stock of the Company consists of 45,000,000 Shares, and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of which 400,000 shares of Preferred Stock have been designated as a series of Participating Preferred Stock. As of the close of business on November 17, 2006: 35,818,848 Shares were issued and outstanding, no shares of Preferred Stock were issued and outstanding, no Shares were held in the Company's treasury and 167,000 Shares are reserved and available for issuance under the Stock Option Plans. In addition, as of such date, there were outstanding Existing Stock Options to purchase an aggregate of 156,911 Shares and there were outstanding an aggregate of 15,591 Shares, subject to vesting or other lapse restrictions pursuant to any Equity Plan (collectively the "Restricted Shares"). There are 375,480 Shares underlying outstanding Equity Awards other than Restricted Shares. Since such date the Company has not issued any Shares other than upon the exercise of Existing Stock Options outstanding on such date, has not granted any Options, Restricted Shares, other Equity Awards, warrants or rights or entered into any other agreements or commitments to issue any Shares and has not split, combined or reclassified any of its shares of capital stock. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable and are free of preemptive rights. Section 4.02(a) of the Disclosure Letter contains a true, accurate and complete list, as of the close of business on the day immediately preceding the date hereof, of the name of each Existing Stock Option holder and holder of Restricted Shares or other Equity Award, the number of outstanding Existing Stock Options and Restricted Shares or other Equity Award held by such holder,

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the grant date of each such Existing Stock Option, Restricted Share or other Equity Award, the number of Shares such holder is entitled to receive upon the exercise of each Existing Stock Option or upon the vesting of each Restricted Share or other Equity Award, the corresponding exercise price, the vesting schedule of each such Existing Stock Option and Restricted Share or other Equity Award and the plan pursuant to which each such Existing Stock Option and Restricted Share or other Equity Award were granted. Except for the Existing Stock Options, Equity Awards and the Rights, there are no outstanding (i) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in the Company, (ii) options, warrants, rights or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, any capital stock, voting securities or other ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other ownership interests in) the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Company, being referred to collectively as "Company Securities") or (iv) obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of the Shares. Neither the Company nor any of its Subsidiaries has any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any Company Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock of the Company or any of its Subsidiaries.

        (b)   The Company or another of its Subsidiaries is the record and beneficial owner of all the outstanding shares of capital stock, voting securities or other ownership interests of each Subsidiary of the Company, free and clear of any lien, mortgage, pledge, charge, security interest or encumbrance of any kind, and there are no irrevocable proxies with respect to any such shares. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, restricted stock, warrants, rights or other agreements or commitments to acquire from the Company or any of its Subsidiaries (or obligations of the Company or any of its Subsidiaries to issue) any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries, (iii) obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in any of the Company's Subsidiaries (the items in clauses (i), (ii) and (iii), together with the capital stock of such Subsidiaries, being referred to collectively as "Subsidiary Securities") or (iv) obligations of the Company or any of its Subsidiaries to make any payment based on the value of any shares of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to purchase, redeem or otherwise acquire any outstanding Subsidiary Securities. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of capital stock, voting securities or other ownership interests of any Subsidiary of the Company.

        SECTION 4.03.    Authority.    The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, other than, with respect to completion of the Merger, the adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the Corporation Law). The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated

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hereby have been unanimously duly and validly authorized by the Company Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than, with respect to completion of the Merger, the adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger (unless the Merger is consummated pursuant to Section 253 of the Corporation Law). This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization and execution and valid delivery by each of Parent and Purchaser, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

        SECTION 4.04.    Consents and Approvals; No Violation.    Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Entity"), except (i) as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Competition Act (Canada) (the "Canadian Competition Act") or any other applicable foreign antitrust or competition laws, (ii) for the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable state securities, "blue sky" laws or Takeover Laws (including the filing of the Schedule 14D-9 in connection with the Offer, the Information Statement to be sent to stockholders of the Company in connection with the Stockholder Approval and any information statement required under Rule 14f-1 in connection with the Offer), (iii) for the filing and recordation of the certificate of merger as required by the Corporation Law, (iv) the applicable requirements of the New York Stock Exchange, (v) the applicable requirements of the Committee on Foreign Investment in the United States ("CFIUS") and (vi) for notification or other applicable requirements of the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130) ("ITAR"), (c) violate, or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default, or give rise to any right of termination, cancellation, modification or acceleration, (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default, or give rise to any such right), under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e), for such matters which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        SECTION 4.05.    Reports; Financial Statements.    (a) Since January 1, 2004 the Company has timely filed all forms, reports and documents required to be filed by it with the SEC, all of which have complied as to form, as of their respective filing dates in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company SEC Report. Except to the extent amended or superseded by a subsequent filing with the

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SEC that was filed prior to the date of this Agreement, as of their respective dates (and if so amended or superseded, then as of the date of such subsequent filing), none of the reports, schedules, forms, statements and other documents filed by the Company with the SEC since January 1, 2004 (the "Company SEC Reports") and prior to the date hereof whether or not required under applicable laws, rules and regulations and including any registration statement filed by the Company under the Securities Act, including any financial statements or schedules included or incorporated by reference therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. None of the Company's Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

        (b)   The audited and unaudited consolidated financial statements (including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except (i) as may be indicated in the notes thereto, (ii) to the extent required by changes in GAAP and (iii) in the case of unaudited interim financial statements, normal recurring year-end audit adjustments and as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein. All of the Company's Subsidiaries are consolidated for accounting purposes.

        (c)   The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls sufficient to evaluate and provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company's outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. A true, correct and complete summary of any such disclosures made by management to the Company's auditors and audit committee since January 1, 2004 has been made available to Parent and Purchaser.

        (d)   Since January 1, 2004, (i) neither the Company, nor any of its Subsidiaries, nor to the knowledge of the Company any director, officer, auditor or accountant of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, in writing, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to the Chief Executive Officer of the Company.

        (e)   Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and required to be recorded or reflected on a balance sheet or in the notes thereto under GAAP, other than such liabilities (i) reflected or accrued or reserved against in the financial statements of the Company

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included in the Company SEC Reports filed and available prior to the date hereof or reflected in the notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2005, that have not had and would not, individually or in the aggregate with all other liabilities of the Company and its Subsidiaries (other than those disclosed on the Company balance sheet), reasonably be expected to have a Material Adverse Effect or (iii) incurred in connection with the transactions contemplated by this Agreement.

        SECTION 4.06.    Absence of Certain Changes.    Since December 31, 2005 there has not been any Material Adverse Effect or any change, condition, event or development that would reasonably be expected to have a Material Adverse Effect. Since December 31, 2005 and prior to the date hereof (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, except for the negotiation and execution and delivery of this Agreement, and (b) neither the Company nor any of its Subsidiaries has taken any of the following actions:

          (i)  any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company;

         (ii)  (A) any incurrence or assumption (or agreement to incur or assume) by the Company or any Subsidiary of any indebtedness for borrowed money or (B) any guarantee, endorsement or other incurrence or assumption of (or agreement to guarantee, endorse, incur or assume) liability (whether directly, contingently or otherwise) by the Company or any Subsidiary of the Company for the obligations of any other person (other than any Subsidiary of the Company), except for indebtedness or liabilities in an amount less than $3,000,000 in the aggregate;

        (iii)  any creation or assumption by the Company or any Subsidiary of the Company of any lien on any material asset of the Company or any Subsidiary of the Company other than in the ordinary course of business consistent with past practice and other than liens securing obligations under the Company's credit facilities existing on the date hereof;

        (iv)  any making or cancellation of (or agreement to make or cancel) any loan, advance or capital contribution to or investment in any person by the Company or any Subsidiary of the Company other than loans, advances or capital contributions to or investments in Subsidiaries of the Company, except for loans, advances or capital contributions in an amount less than $3,000,000 in the aggregate;

         (v)  entry into any contract or agreement by the Company or any Subsidiary of the Company providing for any material acquisition or disposition of any business;

        (vi)  any change in any method of accounting or accounting principles or practice by the Company or any Subsidiary of the Company, except for any such change required by reason of a change of law or in GAAP; or

       (vii)  entry into or establishment of any new, or amendment or modification of any agreement or arrangement with, or for the benefit of, any director, officer or employee of the Company or any Subsidiary of the Company that provides for any payment or other benefit to such director, officer or employee upon a change of control of the Company or such Subsidiary.

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        SECTION 4.07.    Schedule 14D-9; Offer Documents and Information Statement.    (a) None of the information supplied or to be supplied in writing by or on behalf of the Company specifically for inclusion in the Offer Documents will, at the times such documents are filed with the SEC and are mailed to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, or necessary to correct any statement supplied by the Company made in any communication with respect to the Offer previously filed with the SEC or disseminated to the stockholders of the Company. The Schedule 14D-9 will not, at the time the Schedule 14D-9 is filed with the SEC and at all times prior to the purchase of Shares by Purchaser pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or an Affiliate of Parent or Purchaser which is contained in the Schedule 14D-9. The Schedule 14D-9 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.

        (b)   The information statement on Schedule 14C that may be provided to stockholders of the Company in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith (collectively, the "Information Statement") will not, at the time the Information Statement is first mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or any Affiliate of Parent or Purchaser which is contained in the Information Statement. The Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

        SECTION 4.08.    Brokers.    No Person (other than UBS Securities LLC and the Company Financial Advisor, true and complete copies of whose respective engagement letters have been furnished to Parent and Purchaser and whose fees and expenses shall be paid by the Company) is entitled to receive any brokerage, finder's or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of the Company or any of its Subsidiaries.

        SECTION 4.09.    Employee Benefit Matters.    (a) Except as disclosed in Section 4.09(a) of the Disclosure Letter, neither the Company nor any of its Subsidiaries maintains or contributes to, or has any obligation to contribute to or has any liability (including a liability arising out of an indemnification, guarantee, hold harmless or similar agreement) with respect to any material plan, program, arrangement, agreement or commitment which is an employment, consulting, severance, termination, change in control or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, stock option, stock purchase, stock appreciation rights, or other equity based, life, health, disability or accident insurance plan, or other employee benefit plan, program, arrangement, agreement or commitment, including any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (individually, a "Plan," or collectively, the "Plans"). No notice of a "reportable event," within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Plan within the past 36 months, nor to the knowledge of the Company will any such notice be required to be filed as a result of the transactions contemplated by this Agreement.

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        (b)   Except as disclosed in Section 4.09(b) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is subject to any actual or contingent liability under Title IV of ERISA, Section 302 of ERISA, Section 412 or 4971 of the Code or any similar provision of foreign law or regulation, whether in respect of any employer benefit plan maintained by the Company or any of its Subsidiaries or by any ERISA Affiliate (as defined below) or otherwise.

        (c)   Except as set forth on Section 4.09(c) of the Disclosure Letter, neither the Company nor its Subsidiaries nor any trade or business, whether or not incorporated, which together with the Company or any of its Subsidiaries would be deemed to be a "single employer" within the meaning of Section 4001(b) of ERISA (an "ERISA Affiliate"), (i) maintains or contributes to, or has, within the last five years, maintained or contributed to, (x) any "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code or (y) a "multiemployer plan" within the meaning of Section 3(37) of ERISA or a "multiple employer plan" within the meaning of Sections 4063/4064 of ERISA or Section 413(c) of the Code or (ii) has, within the last five years, incurred any material liability pursuant to Title I or Title IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code or any foreign law or regulation relating to employee benefit plans, including without limitation pursuant to any non-exempt "prohibited transactions" as such term is defined in Section 406 of ERISA or Section 4975 of the Code.

        (d)   With respect to each Plan, (i) all payments due from the Company or any of its Subsidiaries to date have been timely made and all amounts properly accrued to date or as of the Effective Time as liabilities of the Company or any of its Subsidiaries which have not been paid have been and will be properly recorded on the books of the Company and, to the extent required by generally accepted accounting principles, adequate reserves are reflected on the financial statements of the Company or liability thereof was incurred in the ordinary course of business consistent with past practice since December 31, 2005, (ii) each such Plan which is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is reasonably likely to adversely affect such qualification or exemption, (iii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened with respect to such Plan or against the assets of such Plan and (iv) it has been operated and administered in compliance with its terms and all applicable laws and regulations, including ERISA and the Code, in all material respects.

        (e)   No Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA.

        (f)    Except as disclosed in Section 4.09(f) of the Disclosure Letter no deduction for federal income tax purposes has been or is expected by the Company to be disallowed for remuneration paid by the Company or any of its Subsidiaries by reason of Section 162(m) of the Code, including by reason of the transactions contemplated hereby.

        (g)   Except as disclosed in Section 4.09(g) of the Disclosure Letter, no Plan is under audit or is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other Governmental Entity, nor is any such audit or investigation pending or, to the Company's knowledge, threatened.

        (h)   Except as disclosed in Section 4.09(h) of the Disclosure Letter, the transactions contemplated by this Agreement will not result in the payment or series of payments by the Company or any of its Subsidiaries to any Person of an "excess parachute payment" within the meaning of Section 280G of the Code, or any other payment which is not deductible for federal income tax purposes under the Code.

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        (i)    Except as disclosed in Section 4.09(i) of the Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (alone or together with any other event) will (i) entitle any Person to any benefit under any Plan or result in any payment or benefit becoming due or payable, (ii) increase the amount or value or any benefit or compensation otherwise payable or required to be provided under any Plan or (iii) accelerate the time of payment, vesting or funding of, or increase the amount, of any compensation or benefits due to any Person under any Plan.

        (j)    Except as disclosed in Section 4.09(j) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability with respect to an obligation to provide welfare benefits, including death or medical benefits (whether or not insured) with respect to any Person beyond their retirement or other termination of service other than coverage mandated by Section 4980B of the Code or state law or disability benefits under any employee welfare plan that have been fully provided for by insurance or otherwise.

        (k)   The Company has made available to Parent and Purchaser, with respect to each Plan for which the following is relevant, a true and complete copy of:

          (i)  the annual report, if required under ERISA, with respect to such Plan for the last two years, together with a copy of the financial statements for each such Plan for the last two years if required by ERISA;

         (ii)  the Summary Plan Description, together with each Summary of Material Modifications, required under ERISA with respect to such Plan;

        (iii)  any communication to or from any Governmental Entity with respect to any Plan, including a written description of any oral communication to or from any Governmental Entity since January 1, 2006;

        (iv)  if the Plan is funded through a trust or any third party funding vehicle (other than an insurance policy), the current trust or other funding agreement and the latest financial statements thereof;

         (v)  the most recent determination letter (or opinion letter, if applicable) received from the Internal Revenue Service with respect to each Plan that is intended to be a "qualified plan" under Section 401 of the Code; and

        (vi)  any and all amendments or material modifications to any of the foregoing.

        (l)    With respect to each Plan for which financial statements are required by ERISA, there has been no material adverse change in the financial status of such Plan since the date of the most recent such statements provided or made available to Parent and Purchaser.

        (m)  With respect to each Plan that is funded wholly or partially through an insurance policy, all premiums required to have been paid to date under the insurance policy have been paid, all premiums required to be paid under the insurance policy through the Effective Time will have been paid on or before the Effective Time.

        (n)   Neither the Company nor any of its Subsidiaries has any announced plan or commitment, whether or not legally binding, to create any additional Plans or to amend or modify any existing Plan.

        (o)   Each Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(1) of the Code (a "Nonqualified Deferred Compensation Plan") subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code and (B)(1) the proposed regulations issued thereunder or (2) Internal Revenue Service Notice 2005-1 (clauses (A) and (B), together, the "409A Authorities"). No Plan that would be a Nonqualified Deferred

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Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the "AJCA"), has been "materially modified" within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities.

        (p)   Except as disclosed in Section 4.09(p):

          (i)  neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement or understanding with a labor union or labor organization, including any works councils;

         (ii)  to the knowledge of the Company, there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries;

        (iii)  there is no pending or, to the knowledge of the Company, threatened labor strike, dispute, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries, and no such strike, dispute, walkout, slowdown or lockout has occurred within the past three years; and

        (iv)  no grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or to the knowledge of the Company has been threatened against the Company or its Subsidiaries that could reasonably be expected to result in any material liability.

        (q)   Neither the Company nor any of its Subsidiaries has violated in any material respect any federal or state laws or any governmental rules or regulations, or orders, rulings, decrees, judgments or arbitration awards of any court, arbitrator or any Governmental Entity applicable to the Company or any of its Subsidiaries regarding the terms and conditions of employment or termination of employees, former employees or prospective employees or other labor related matters, and there are no complaints, lawsuits, or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such federal or state law or any governmental rule or regulation, or any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Entity, including laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to wages, hours, civil rights, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees except for such violations or complaints, lawsuits, or other proceedings, which have not had and would not reasonably be expected to result, individually or in the aggregate, a Material Adverse Effect.

        (r)   Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any material consent decree with, or material citation by, any Governmental Entity relating to its current or former employees, officers or directors or employment practices.

        (s)   Within the last year, neither the Company nor any of its Subsidiaries has effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any similar law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries or (ii) a "mass layoff" (as defined in the WARN Act, or any similar law) affecting any site of employment or facility of the Company or any of its Subsidiaries. The Company and its Subsidiaries have not laid off more than 35 employees in the aggregate in the ninety (90) calendar days prior to the date hereof.

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        (t)    For purposes of this Agreement, references to specific sections of the Code or ERISA shall also be deemed to be references to any successor provisions thereof.

        SECTION 4.10.    Litigation.    As of the date hereof, there is no claim, action, suit, proceeding or to the knowledge of the Company governmental investigation (a "Proceeding") pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, that (i) involves, in any individual case, a claim for monetary damages against the Company or any of its Subsidiaries in excess of $3,000,000 as to which there is a reasonable probability of an adverse determination or (ii) seeks material equitable, declaratory or injunctive relief. There is no Proceeding pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any properties or assets of the Company or any Subsidiaries of the Company, other than those which would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any continuing order, writ, injunction or decree except as has not had, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. As of the date hereof, to the knowledge of the Company, no officer or director of the Company or its Subsidiaries is a defendant in any claim, action, suit, proceeding, arbitration, mediation or governmental investigation in connection with his or her status as an officer or director of the Company or any of its Subsidiaries. To the knowledge of the Company, as of the date hereof, there are no SEC legal actions, audits, formal inquiries or investigations or material internal investigations pending or, to the knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries.

        SECTION 4.11.    Tax Matters.    Subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect:

        (a)   The Company and its Subsidiaries have timely filed (or have been properly included in) all returns and reports relating to Taxes (including income taxes, withholding taxes and estimated taxes) required to be filed by applicable law with respect to each of the Company and its Subsidiaries or any of their income, properties or operations as of the date hereof, in all jurisdictions in which such returns are required to be filed. All such returns are true, accurate and complete and accurately set forth all items required to be reflected or included in such returns by applicable federal, state, local or foreign Tax laws, rules or regulations. The Company and its Subsidiaries have timely paid all Taxes attributable to each of the Company and its Subsidiaries that were due and payable. The Company has made available to Parent and Purchaser complete and accurate copies of the portions applicable to each of the Company and its Subsidiaries of all income and franchise Tax returns, and any amendments thereto, filed by or on behalf of the Company or any of its Subsidiaries or any member of a group of corporations including the Company or any of its Subsidiaries for the taxable years beginning after December 31, 2000.

        (b)   The Company and its Subsidiaries have made adequate provisions and accruals in accordance with United States generally accepted accounting principles appropriately and consistently applied to each of the Company and its Subsidiaries in the consolidated financial statements included in the SEC Reports for the payment of all Taxes for which each of the Company and its Subsidiaries may be liable for the periods covered thereby that were not yet due and payable as of the dates thereof, regardless of whether the liability for such Taxes is disputed.

        (c)   All deficiencies asserted or assessments made as a result of any examinations by any taxing authority of the Tax Returns of or covering or including the Company or its Subsidiaries have been fully paid and, there is no claim or assessment pending, or, to the best of the Company's or any of its Subsidiaries' knowledge, threatened against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and none of the Company or any of its Subsidiaries knows of any audit or

20

investigation with respect to any liability of the Company or any of its Subsidiaries for Taxes. No issue has been raised in writing by any taxing authority in any current or prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency against the Company or its Subsidiaries for any subsequent taxable period. There are no agreements in effect to extend the period of limitations for the assessment or collection of any Tax for which the Company or any of its Subsidiaries may be liable.

        (d)   The Company and each of its Subsidiaries have withheld from their employees (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign laws (including income, social security, and employment tax withholding for all types of compensation).

        (e)   The Company and each of its Subsidiaries have withheld (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign laws other than provisions of employee withholding (including withholding and backup withholding of Tax on dividends, interest, and royalties and similar income earned by nonresident aliens and foreign corporations and withholding of Tax on United States real property interests).

        (f)    The Company and its Subsidiaries have no present or future liability for the Taxes or portion thereof (or amounts collected with reference to a tax) of any person (other than the Company or the Subsidiaries) under section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, agreement, intercompany account system or otherwise.

        (g)   No claim has ever been made by any authority in a jurisdiction where the Company or any of its Subsidiaries did not file Tax returns that the Company or such Subsidiaries (as applicable) may be subject to taxation by that jurisdiction.

        (h)   The Company and its Subsidiaries have no requests for rulings in respect of Taxes pending with any tax authority.

        (i)    The Company and its Subsidiaries are not, and will not be following the Effective Time (after giving effect to the completion of the Merger and the other transactions contemplated by this Agreement) United States Real Property Holding Corporations ("USRPHCs") within the meaning of Section 897 of the Code.

        (j)    The Company and its Subsidiaries have not executed any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or any similar provision of state, local or foreign laws.

        (k)   Neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state or local law by reason of a change in accounting method initiated by it or any other relevant party and neither the Company nor any of its Subsidiaries has any knowledge that the U.S. Internal Revenue Service has proposed any such adjustment or change in accounting method, nor has any application pending with any governmental or regulatory authority requesting permission for any changes in accounting methods that relate to the business or assets of the Company or any of its Subsidiaries.

        (l)    Neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the preceding two years.

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        (m)  The Company and the Subsidiaries do not, and did not, "participate" in a "listed transaction." To the extent the Company or the Subsidiaries participate, or participated, in "reportable transactions" it complied with the applicable reporting requirements and attached to Section 4.11(m) of the Disclosure Letter copies of the IRS Forms 8886 (or similar form under state, local or foreign laws) that it filed (all those terms as defined in section 1.6011-4 of the Treasury Regulations, or under equivalent state, local or foreign Tax laws).

        (n)   For purposes of this Agreement, "Tax" shall mean all taxes, charges, fees, levies, imposts, duties, and other assessments, including any income, alternative minimum or add-on tax, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, employee withholding, payroll, worker's compensation, unemployment insurance, social security, employment, excise (including the federal communications excise tax under Section 4251 of the Code), severance, stamp, transfer occupation, premium, recording, real property, Personal property, federal highway use, commercial rent, environmental (including taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties, related liabilities, fines or additions to tax that may become payable in respect thereof imposed by any country, any state, county, provincial or local government or subdivision or agency thereof.

        SECTION 4.12.    Compliance with Law; No Default.    Neither the Company nor any of its Subsidiaries is or has been since December 31, 2005 in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for such conflicts, defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted ("Permits") and such Permits are valid and in full force and effect, except for such Permits the absence of which or failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and without regard to the transactions contemplated hereby, (i) all applications, notices and other documents have been filed as necessary to effect the timely renewal or issuance of all necessary Permits; and (ii) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity threatening to revoke any such Permit. The Company and its Subsidiaries are in compliance with the terms of such Permits, except for such failures so to comply that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in this Section 4.12 is made with respect to matters relating to Environmental Laws or Environmental Permits, which are covered exclusively by the provisions set forth in Section 4.13.

        SECTION 4.13.    Environmental Matters.    Except as would not, individually or in the aggregate, have a Material Adverse Effect:

        (a)   The Company and each of its Subsidiaries are and for the past five years have been in compliance with all applicable Environmental Laws. To the knowledge of the Company, there are no circumstances or conditions present at the operations of either the Company or any of its Subsidiaries that would reasonably be expected to prevent the operations, when used and operated in the manner

22

currently used and operated, from continuing to operate in compliance with all applicable Environmental Laws.

        (b)   The Company and each of its Subsidiaries have obtained all Permits that are required with respect to its current operations under applicable Environmental Laws ("Environmental Permits") and are and have been for the past five years in compliance with such Environmental Permits. All such Environmental Permits have been validly issued and are in full force and effect. To the knowledge of the Company, all applications, notices and other documents have been filed as necessary to effect the timely renewal or issuance of all necessary Environmental Permits, and such Environmental Permits are reasonably expected to be issued or reissued in the ordinary course on terms that enable the operations of the Company to continue to be conducted in a manner substantially similar to the manner in which the operations are presently conducted.

        (c)   To the knowledge of the Company, there are no past or present conditions or circumstances at, arising out of or relating to the operations of the Company or any of its current or former Subsidiaries, including but not limited to any on-site or off-site Releases, which would reasonably be expected to require any Remedial Measures by the Company or any of its Subsidiaries.

        (d)   Neither the Company nor any of its Subsidiaries has received any written notice, claim, request for information, complaint or administrative or judicial order and there is no action, suit or proceeding pending and, to the Company's knowledge, no action, suit, proceeding or investigation is threatened, alleging or asserting liability or potential liability on the part of the Company or any of its Subsidiaries (i) regarding actual or alleged non-compliance under any Environmental Law or Environmental Permit, (ii) in connection with any Remedial Measures or any Release or threatened Release, (iii) with respect to any personal injury or property damage resulting from a Release or threatened Release, or (iv) with respect to any contractual obligation, including claims for indemnification, under any Environmental Law.

        (e)   Neither the Company nor any of its Subsidiaries has entered into any contracts or other binding agreements pursuant to which the Company or any of its Subsidiaries has assumed any obligations or liabilities of any third parties with respect to any Remedial Measures or has agreed to indemnify, defend or hold harmless any third parties for any liabilities, costs or claims arising under or pursuant to any Environmental Law.

        (f)    The Company has given Parent and Purchaser access to all material reports and studies pertaining to Hazardous Substances, Releases, and compliance with or liability under Environmental Laws by or for, or in the possession of, the Company or its Subsidiaries prepared during the past five years relating to facilities or real property owned or operated (including leased) by the Company or any of its Subsidiaries.

        (g)   The Company is not required to make any filings or notifications pursuant to any applicable Environmental Disclosure Requirements and no Remedial Measures are triggered either prior to or as a result of the Merger that is the subject of this Agreement.

        (h)   For purposes of the foregoing, (i) "Environmental Law" means any statute, law (including common law), ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries relating to (A) the protection or preservation of the Environment, worker health and safety or human health as it relates to the Environment or natural resources, (B) Releases or threatened Releases, or (C) the management (including use, treatment, handling, storage, disposal, transportation, recycling or remediation) of any Hazardous Substance; (ii) "Hazardous Substance" means any substance, pollutant, contaminant, chemical or any other material (including petroleum or any fraction thereof, asbestos or asbestos-containing-material, polychlorinated biphenyls, urea formaldehyde foam insulation) or waste that is identified or regulated under any Environmental Law; (iii) "Release" means any spill, discharge, leak, emission, disposal, injection, escape, dumping, leaching,

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dispersal, emanation, migration or release of any kind of any Hazardous Substance or noxious noise or odor at, in, on, into or onto the Environment; (iv) "Environment" means any workplace, ambient or indoor air, surface water, drinking water, groundwater, surface and subsurface strata, river sediment and plant or animal life, real property and fixtures and improvements thereon; (v) "Remedial Measures" means any measures, steps and actions required or undertaken to (A) investigate, monitor, clean up, remove, treat, contain, prevent, control or otherwise address any Release or threatened Release, or (B) achieve or maintain compliance with any applicable Environmental Law or Environmental Permit; and (vi) "Environmental Disclosure Requirement" means any laws requiring notification, prior to or as a result of the sale or transfer of an interest in real property, to either the buyer of real property or to any regulatory agency, of the presence, use, disposal or Release of Hazardous Substances at the real property to be sold or transferred.

        SECTION 4.14.    Intellectual Property.    (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own, or are validly licensed to use, all Intellectual Property Rights used in the conduct of their business as currently conducted or necessary to exploit the Company's or its Subsidiaries' projects in development that have been disclosed in the Company SEC Reports or otherwise publicly announced (collectively, the "Company Intellectual Property Rights"). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the use of the Company Intellectual Property Rights by the Company and its Subsidiaries does not infringe on or other otherwise violate the rights of any other Person and, if such Company Intellectual Property Right is licensed, such use is in accordance with the applicable license agreement, (ii) to the knowledge of the Company, no Person is challenging, infringing on or otherwise violating any of the Company Intellectual Property Rights, (iii) no Company Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by the Company or any of its Subsidiaries or restricting the transfer of licensing thereof by the Company or any of its Subsidiaries to any Person, (iv) neither the Company nor any of its Subsidiaries has received any notice of any offer to license, claim, order or proceeding with respect to any of the Company Intellectual Property Rights and (v) none of the Company Intellectual Property Rights is being used or enforced by the Company or any of its Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any of the Company Intellectual Property Rights.

        (b)   For purposes of the foregoing, "Intellectual Property Rights" means all proprietary and other rights, including rights granted under license, in and to the following: (i) trademarks, service marks, trademark registrations, service mark registrations, trade names and applications for registration of trademarks and service marks; (ii) copyrights, copyright registrations and applications for registration of copyrights; (iii) patents, design patents and utility patents, all applications for grant of any such patents and all reissues, divisions, continuations-in-part and extensions thereof; (iv) computer software, including source code, object code, algorithms, databases, and all related documentation; and (v) technical documentation, trade secrets, designs, inventions, processes, formulae, know-how, operating manuals and guides, plans, new product development, technical and marketing surveys, material specifications, product specifications, invention records, research records, labor routings, inspection processes, equipment lists, engineering reports and drawing, architectural or engineering plans, know-how agreements and other know-how; marketing and licensing records, sales literature, customer lists, trade lists, sales forces and distributor networks lists, advertising and promotional materials, service and parts records, warranty records, maintenance records and similar records, in each case including any and all applications therefor or registrations, renewals, modifications and extensions thereof.

        SECTION 4.15.    Real Property.    (a) Section 4.15(a) of the Disclosure Letter sets forth a true, correct and complete list of all of the real property owned in fee by the Company and its Subsidiaries. Each of the Company and its Subsidiaries has good and marketable title to each parcel of real property

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owned by it free and clear of all mortgages, pledges, liens, encumbrances and security interests, except for such failures to have good and marketable title or such mortgages, pledges, liens, encumbrances or security interests that (i) are reflected or reserved against in the balance sheet of the Company dated as of December 31, 2005 and included in the Company SEC Reports, (ii) relate to Taxes and general and special assessments not in default and payable without penalty and interest, (iii) are liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's or such Subsidiary's use and enjoyment of such real property or materially detract from or diminish the value thereof, or (iv) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        (b)   Section 4.15(b) of the Disclosure Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that are material to the business of the Company and its Subsidiaries, taken as a whole (the "Real Property Leases"). The Company has heretofore made available to Parent and Purchaser true, correct and complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company and its Subsidiaries as tenants thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary exists under any Real Property Lease. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances, defects in title and security interests, except for such failures to have good and valid leasehold interests or such mortgages, pledges, liens, encumbrances or security interests that (i) are reflected or reserved against in the balance sheet of the Company dated as of December 31, 2005 and included in the Company SEC Reports, (ii) relate to Taxes and general and special assessments not in default and payable without penalty and interest, (iii) are liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's use and enjoyment of such real property or materially detract from or diminish the value thereof or (iv) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        SECTION 4.16.    Material Contracts.    (a) Section 4.16(a) of the Disclosure Letter lists as of the date hereof, and (except for such contracts, agreements, commitments, arrangements, leases and other instruments filed as an exhibit to any Existing Company SEC Report (including items incorporated into such Existing Company SEC Report by reference to an earlier filing) the Company has made available to Parent and Purchaser true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instruments to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound which:

          (i)  would be required to be filed by the Company as a "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K or that if terminated or subject to a default by any party thereto would reasonably be expected to have a Material Adverse Effect;

         (ii)  contains covenants that materially limit the ability of the Company or any of its Subsidiaries (or which by their terms, following the consummation of the Offer or the Merger, would materially restrict the ability of the Company or the Surviving Corporation, as the case may be) (A) to compete in any business or with any Person or in any geographic area or to sell, supply or distribute any service or product or contains any exclusivity or "most favored nation" or similar obligations or restrictions, or (B) to purchase or acquire an interest in any other entity, except, in

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each case, for any such contract that may be canceled without any material penalty or other material liability to the Company or any of its Subsidiaries upon notice of 60 days or less;

        (iii)  provide for or govern the formation, creation, operation, management or control of any partnership or joint venture, that is material to the business of the Company and the Subsidiaries, taken as a whole;

        (iv)  involve any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest rate or foreign currency protection contract;

         (v)  other than solely among wholly owned Subsidiaries of the Company, relates to (A) indebtedness for borrowed money and having an outstanding principal amount in excess of $3,000,000 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $3,000,000;

        (vi)  was entered into after December 31, 2005 or has not yet been consummated, and involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interests of another Person;

       (vii)  by its terms calls for aggregate payments by the Company and its Subsidiaries or for the Company or any of its Subsidiaries under such contract of more than $3,000,000 in any one year, other than contracts made in the ordinary course of business consistent with past practice;

      (viii)  with respect to any acquisition, pursuant to which the Company or any of its Subsidiaries has (x) any continuing indemnification obligations that would reasonably be expected to result in payments in excess of $3,000,000, or (y) any "earn-out" or other contingent payment obligations that could result in payments in excess of $3,000,000;

        (ix)  with a Governmental Entity and that is material to the Company and its Subsidiaries, taken as a whole; or

         (x)  entered into between any directors or executive officers of the Company (or to the knowledge of the Company, any of their Affiliates or Associates), on the one hand, and the Company or a Subsidiary of the Company, on the other hand that cannot be cancelled by the Company (or the applicable Subsidiary of the Company) within 30 days' notice without liability, penalty or premium;

Each contract of the type described in clauses (i) through (x) is referred to herein as a "Material Contract".

        (b)   Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract (i) is valid and binding on the Company and/or the applicable Subsidiary of the Company which is a party thereto and, to the knowledge of the Company, each other party thereto, (ii) is in full force and effect, and (iii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or to the knowledge of the Company, by any other party, except for such defaults and events that have not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        SECTION 4.17.    Insurance.    Section 4.17 of the Disclosure Letter sets forth a true, correct and complete list as of the date hereof of all material insurance policies issued in favor of the Company or any of the Subsidiaries, or pursuant to which the Company or any of the Subsidiaries is a named

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insured or otherwise a beneficiary. With respect to each such insurance policy, except as would not reasonably be expected to have a Material Adverse Effect, (i) the policy is in full force and effect and all premiums due thereon have been paid, (ii) neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any such policy, and (iii) to the knowledge of the Company, no insurer on any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation, and no notice of cancellation or termination has been received with respect to any such policy.

        SECTION 4.18.    Related Party Transaction.    No director, officer, partner, member or employee of the Company or any of its Subsidiaries and, to the knowledge of the Company, no Affiliate, Associate or family member of any such director, officer, partner, member or employee (x) has borrowed any monies from or has outstanding any indebtedness or other similar obligations to the Company or any of its Subsidiaries or (y) is a party to any contract, arrangement or understanding with the Company or any of its Subsidiaries or has any material interest in any property owned by the Company or any of its Subsidiaries, in each case, that is of a type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

        SECTION 4.19.    State Takeover Statutes Inapplicable.    The Company Board has taken all action necessary so that Section 203 of the Corporation Law is inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other Takeover Law is applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby.

        SECTION 4.20.    Rights Agreement.    The Company has irrevocably taken, and as soon as practicable after the date hereof (but no later than three Business Days after the date hereof) the Rights Agent (as defined in the Rights Agreement) will take, all necessary action, including, amending the Rights Agreement, with respect to all of the outstanding Rights issued pursuant to the Rights Agreement, (a) to render the Rights Agreement inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (b) to ensure that (i) neither Parent nor Purchaser is deemed to be an Acquiring Person (as defined in the Rights Agreement) pursuant to the Rights Agreement and (ii) neither a Distribution Date nor the Invalidation Time (as such terms are defined in the Rights Agreement) will occur by reason of the execution and delivery of this Agreement or the consummation of the Offer, the Merger or transactions contemplated by this Agreement, and (c) so that the Company will have no obligations under the Rights or the Rights Agreement in connection with the Offer and the Merger and the holders of Shares will have no rights under the Rights or the Rights Agreement in connection with the Offer and the Merger. The Rights Agreement, as so amended, has not been further amended or modified. Copies of all such amendments to the Rights Agreement have been previously provided or made available to Purchaser.

        SECTION 4.21.    Required Vote of Company Stockholders.    Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the only vote of the stockholders of the Company required to adopt the agreement of merger (as used in Section 251 of the Corporation Law) contained in this Agreement and approve the Merger is the affirmative vote of the holders of a majority of the outstanding Shares. No other vote of the stockholders of the Company is required by law, the Certificate of Incorporation or Bylaws of the Company as currently in effect or otherwise to adopt the agreement of merger contained in this Agreement and approve the Merger.

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ARTICLE V

REPRESENTATIONS AND
WARRANTIES OF PARENT AND PURCHASER

        Parent and Purchaser represent and warrant to the Company as follows:

        SECTION 5.01.    Organization and Qualification.    Each of Parent and Purchaser is a duly organized and validly existing entity in good standing (to the extent applicable) under the laws of its jurisdiction of its organization. All of the issued and outstanding capital stock of Purchaser is owned directly or indirectly by Parent.

        SECTION 5.02.    Authority.    Each of Parent and Purchaser has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on the part of Parent and Purchaser. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization and execution and valid delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms.

        SECTION 5.03.    Offer Documents; Information Statement.    (a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the stockholders of the Company, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by or on behalf of the Company or an Affiliate of the Company which is contained in the Offer Documents. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.

        (b)   None of the information supplied in writing by Parent, Purchaser or any Affiliate of Parent or Purchaser for inclusion in the Information Statement or the Schedule 14D-9 will, at the date of filing with the SEC, and, in the case of the Information Statement, at the time the Information Statement is mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

        SECTION 5.04.    Consents and Approvals; No Violation.    Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificates of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, the Canadian Competition Act or any other applicable foreign antitrust or competition laws, (ii) for the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder (including the filing of the Offer Documents), (iii) for the filing and recordation of the certificate of merger as required by the Corporation Law, (iv) the applicable requirements of the New York Stock Exchange and (v) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) violate, or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default, (or give rise to any right of termination, cancellation, modification or acceleration), (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or

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give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

        SECTION 5.05.    Commitment Letter.    Parent has received and has furnished to the Company a true and complete copy of a commitment letter containing commitments from Credit Suisse International and UBS Limited to make available to Parent funds pursuant to a bridge loan (the "Commitment"), in an aggregate amount that, together with the amount of cash and cash equivalents available to Parent as of consummation of the Offer and the Merger, is sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement in accordance with the terms hereof (the "Required Funds"). In reliance upon and assuming the accuracy of the Company's representations and warranties in Section 4.02 hereof, the Required Funds are sufficient to acquire all of the Shares in the Offer and the Merger and refinance all outstanding indebtedness of the Company and its Subsidiaries to the extent required. As of the date of this Agreement, Parent has no reason to believe that any of the conditions to the Commitment will not be satisfied or that the Required Funds will not be available on a timely basis for the transactions contemplated by this Agreement. At the time of acceptance for payment of Shares pursuant to the Offer, Parent and Purchaser will have available all of the funds necessary for the payment for the Shares accepted and as of the Effective Time, Parent, Purchaser and/or the Surviving Corporation will have available all of the funds necessary for the payment of the Merger Consideration with respect to the Shares converted pursuant to Section 2.06.

        SECTION 5.06.    Brokers.    No Person (other than Credit Suisse) is entitled to receive any brokerage, finder's or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of the Parent, any of its Subsidiaries or any of their respective officers, directors or employees.

ARTICLE VI

COVENANTS

        SECTION 6.01.    Conduct of Business of the Company.    Except as set forth in Schedule 6.01, or as expressly provided in or contemplated by this Agreement, during the period from the date of this Agreement to the date on which a majority of the Company's directors are designees of Parent or Purchaser, the Company will conduct and will cause each of its Subsidiaries to conduct its operations according to its ordinary and usual course of business consistent with past practice (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) and except as contemplated by this Agreement), and, to the extent consistent therewith, the Company will use and will cause each of its Subsidiaries to use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company and its Subsidiaries. Without limiting the generality of the foregoing and except as set forth in Schedule 6.01, or as otherwise expressly provided in or contemplated by this Agreement, during the period specified in the preceding sentence, without the prior written consent of Parent (which shall not

29

be unreasonably withheld or delayed), the Company will not and will not permit any of its Subsidiaries to:

        (a)   issue, sell, grant options or rights to purchase, pledge, or authorize the issuance, sale, grant of options or rights to purchase or pledge of any Company Securities or Subsidiary Securities, other than Shares issuable upon exercise of the Existing Stock Options or vesting of Restricted Shares outstanding on the date hereof;

        (b)   other than transactions among the Company and its wholly owned Subsidiaries, acquire or redeem, directly or indirectly, or amend any Company Securities or Subsidiary Securities;

        (c)   split, combine or reclassify its capital stock or declare, set aside, make or pay any dividend or distribution (whether in cash, stock or property) on any shares of its capital stock (other than cash dividends paid to the Company by its wholly owned Subsidiaries with regard to their capital stock) except for dividends and distributions paid or made on a pro rata basis by a Subsidiary of the Company;

        (d)   (i) make any acquisition, by means of a merger, consolidation, recapitalization or otherwise, of any business, assets or securities (other than any acquisition of assets in the ordinary course of business consistent with past practice) or any sale, lease, encumbrance or other disposition of assets or securities, in each case involving the payment or receipt of consideration of $3,000,000 or more, except for purchases or sales of inventory made in the ordinary course of business and consistent with past practice, (ii) adopt a plan of complete or partial liquidation, dissolution, recapitalization or restructuring or (iii) enter into a Material Contract or amend any Material Contract or grant any release or relinquishment of any material rights under or terminate any Material Contract, in each case other than in the ordinary course of business consistent with past practices;

        (e)   incur, create, assume or otherwise become liable for any indebtedness for borrowed money or capital leases (or any guarantee or endorsement thereof) whether directly, contingently or otherwise, other than (i) a guarantee of existing indebtedness of a Subsidiary of the Company, (ii) short-term indebtedness in replacement of existing indebtedness, (iii) short-term indebtedness incurred in the ordinary course of business consistent with past practice or (iv) indebtedness incurred under the Company's and its Subsidiaries' existing revolving credit facilities to the extent such indebtedness would not result in the aggregate amount outstanding thereunder exceeding the amount outstanding thereunder as of the date hereof by more than $50,000,000;

        (f)    make any loans, advances or capital contributions to, or investments in, any other Person (other than wholly owned Subsidiaries of the Company) except (A) as are required pursuant to the terms of any Material Contract in existence on the date hereof or (B) those not in excess of $2,500,000 in the aggregate;

        (g)   change in any material respect any of the accounting methods, principles or practices used by it except as may be appropriate to conform to changes in statutory or regulatory security rules or by GAAP or regulatory requirements with respect thereto;

        (h)   make or change any material Tax election (other than in the ordinary course of business consistent with past practice), extend the statute of limitations (or file any extension request) with any Tax authority, file or amend any federal, foreign, state or local Tax return, or settle or compromise any material federal, foreign, state or local income Tax liability;

        (i)    adopt any amendments to its Certificate of Incorporation or Bylaws (or similar governing documents);

        (j)    agree to grant or grant any stock-related, cash-based, performance Options, Restricted Shares or similar awards (including any awards under the LTIP) or bonuses;

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        (k)   forgive any loans to any employees, officers or directors or any of their respective Affiliates or Associates;

        (l)    enter into any new, or amend, terminate or renew any existing, employment, severance, consulting or salary continuation agreements with or for the benefit of any employees, officers or directors, other than, in the case of an employee who is not an officer, in the ordinary course of business consistent with past practice, or (i) grant any increases in the compensation or benefits to officers, directors and employees (other than (x) normal increases to Persons who are not officers or directors in the ordinary course of business consistent with past practices and that, in the aggregate, do not result in a material increase in benefits or compensation expense of the Company or (y) as required under any collective bargaining agreement or other Plan in accordance with its terms on the date hereof);

        (m)  terminate any officer, except where (x) the termination is for cause, as such term is defined in each Plan pursuant to which such officer may be entitled to any payments or benefits upon or as a result of such termination, (y) the officer does not become entitled to receive or receive any such payments or benefits, other than with respect to accrued base salary or vacation or pursuant to vested benefits under a qualified pension plan, and (z) the Company notifies the Parent within a reasonable period following such termination, such period not to exceed three Business Days;

        (n)   make any deposits or contributions of cash or other property to or take any other action to fund or in any other way secure the payment of compensation or benefits under the Plans or agreements subject to the Plans or any other plan, agreement, contract or arrangement of the Company;

        (o)   incur any material capital expenditure or any obligations, liabilities or indebtedness in respect thereof, except for (i) those contemplated by the capital expenditure budgets for the fiscal years 2006 and 2007, which capital expenditure budgets have been provided or made available to Parent prior to the date of this Agreement and (ii) any unbudgeted capital expenditure relating to the fiscal year 2006 or 2007, in an amount not to exceed in each year, in the aggregate $3,000,000;

        (p)   enter into, amend, or extend any collective bargaining agreement;

        (q)   adopt, amend or terminate any Plan or any other bonus, severance, insurance pension or other employee benefit plan or arrangement except as required by law;

        (r)   settle or agree to settle any suit, action, claim, proceeding or investigation (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby); or

        (s)   agree in writing or otherwise to take any of the foregoing actions.

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        SECTION 6.02.    No Solicitation.    (a) The Company shall not, and shall cause its Subsidiaries not to and shall not permit its and their respective officers, directors, employees, representatives (including investment bankers, attorneys and accountants) and agents to, directly or indirectly, solicit, initiate, participate in any way in, or knowingly encourage any discussions or negotiations with respect to, or provide any information, or afford any access to the properties, books or records of the Company or any of its Subsidiaries, or otherwise take any action to knowingly assist or facilitate, any Person or group in respect of, or that would reasonably be expected to lead to, any Acquisition Proposal (as defined below). Notwithstanding the foregoing, upon the prior execution by such Person or group of a confidentiality agreement that is no less favorable to the Company than the Confidentiality Agreement (other than the exclusivity and "standstill" provisions contained in the Confidentiality Agreement; provided, that in the event that the Company enters into a confidentiality agreement with a person making an Acquisition Proposal that does not include a "standstill" provision or contains a "standstill" provision less favorable to the Company than the corresponding provision of the Confidentiality Agreement, Parent and its Affiliates shall, without further action by the Company, be released from the "standstill" provision under Section 7 of the Confidentiality Agreement to the extent necessary to render such "standstill" provision of the Confidentiality Agreement no more favorable to the Company than the "standstill," if any, applicable to the person making such Acquisition Proposal), the Company may, at any time prior to the purchase of Shares pursuant to the Offer, furnish information (so long as all such information has previously been made available to Parent or is made available to Parent prior to or concurrently with the time it is made available to such Person or group) to or enter into discussions or negotiations with any Person or group that has made an unsolicited bona fide Acquisition Proposal not resulting from a breach of this Section 6.02 received after the date hereof that the Company Board determines in good faith (after consultation with its outside financial advisor and outside counsel and after taking into account the legal, financial, financing, regulatory and other aspects of the proposal, to the extent known) is or could reasonably be expected to lead to a Superior Proposal if, and only to the extent that the Company concurrently provides Parent written notice that it is taking such actions.

        (b)   The Company will promptly (and in any event within two Business Days) notify Parent and Purchaser, orally and in writing, if any such information is requested or any such negotiations or discussions are sought to be initiated with respect to such an Acquisition Proposal and such notice will communicate to Parent and Purchaser the identity of the Person or group making such request or inquiry (the "Potential Acquiror") and the material terms of such request, inquiry or Acquisition Proposal. The Company will keep Parent and Purchaser reasonably informed of the status of any such discussions or negotiations and shall promptly (and in any event within two Business Days) notify Parent and Purchaser orally and in writing of any modifications to the financial or other material terms of any such request, inquiry or Acquisition Proposal.

        (c)   The Company will, and will cause its Subsidiaries to, and will cause its and their respective officers, directors and employees and direct its and their representatives and agents to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Parent, Purchaser or any of their respective Affiliates or Associates conducted prior to the date hereof with respect to any Acquisition Proposal and to the extent permitted to do so withdraws any request or consent theretofore given to the making of an Acquisition Proposal.

        (d)   Unless and until this Agreement has been terminated in accordance with Section 8.01 and except as expressly permitted by Section 6.02(e) or (f), neither the Company nor the Company Board shall (i) withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the approval or recommendation of the Offer or the Merger as described in Section 1.02(a)(ii), (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) release any third party from any confidentiality (in the context of an Acquisition Proposal) or standstill agreement to which the Company is a party, or grant

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any waiver, request or consent to any Acquisition Proposal under, any such agreement, (iv) redeem the Rights or amend, or take any other action with respect to, the Rights Agreement (A) to facilitate any Acquisition Proposal or (B) to permit any Person other than Parent or Purchaser to acquire beneficial ownership of 15% or more of the Shares or (v) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement (other than a confidentiality agreement with a Person making an Acquisition Proposal pursuant to Section 6.02(a)) related to any Acquisition Proposal. Without limiting any other rights of Parent and Purchaser under this Agreement in respect of any such action, any withdrawal or modification by the Company of the approval or recommendation of the Offer or the Merger shall not have any effect on the approvals of, and other actions referred to herein for the purpose of causing Takeover Laws, the Confidentiality Agreement and the Rights Agreement to be inapplicable to, this Agreement and the transactions contemplated hereby.

        (e)   Notwithstanding the provisions of Section 6.02(d) the Company Board may withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, its recommendation of the Offer or the Merger as set forth in Section 1.02(a)(ii) if the Company Board determines in its good faith judgment, after consultation with outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable law, including its duties of good faith and candor to the Company's stockholders and, in the case where such determination is made in response to an Acquisition Proposal made and not withdrawn prior to such determination, the Company has provided Parent prior written notice of its intent to take such action not less than two Business Days prior to taking such action.

        (f)    Nothing contained in this Section 6.02 shall prohibit the Company or the Company Board from taking and disclosing to the Company's stockholders a position with respect to a tender offer by a third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act if, in the good faith judgment of the Company Board (after consultation with outside counsel) failure to do so would be inconsistent with its fiduciary duties, including its duty of candor to the stockholders of the Company, or violate its obligations under applicable law; provided, however, that such action will be deemed to constitute a modification or qualification of the recommendation of the Offer or the Merger unless the Company Board expressly reaffirms its recommendation of the Offer or the Merger, as the case may be, in connection with such disclosure if so requested by Parent.

        (g)   For purposes of this Agreement, (i) "Acquisition Proposal" means any offer or proposal, or any indication of interest in making an offer or proposal, made in writing by a Person or group at any time which is structured to permit such Person or group to acquire beneficial ownership of at least 15% of the assets of, equity interest in, or businesses of, the Company and its Subsidiaries taken as a whole pursuant to a merger, recapitalization, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction, including any single or multi-step transaction or series of related transactions, in each case other than the Offer and the Merger and (ii) "Superior Proposal" means any unsolicited, bona fide Acquisition Proposal (except the reference therein to "15%" shall be replaced by "50%") that is on terms that the Company Board has reasonably determined in good faith (after consultation with its outside financial advisor and outside counsel and after taking into account the legal, financial, financing, regulatory and other aspects of the proposal) would result in a transaction that (x) is more favorable to the Company's stockholders than the Offer and the Merger, and (y) is reasonably likely to be consummated on the terms proposed.

        SECTION 6.03. (a)    Access to Information; Confidentiality.    (a) From and after the date of this Agreement upon reasonable prior written notice and subject to the terms of the Confidentiality Agreement the Company will (i) give Parent and Purchaser and their authorized accountants, investment bankers, counsel and other representatives reasonable access (during regular business hours upon reasonable notice) to members of the Company's management, plants, offices, warehouses and other facilities and to all books, contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries and cause the Company's and its Subsidiaries' independent public

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accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) permit Parent and Purchaser to make such reasonable inspections as they may reasonably require, and (iii) cause its officers and those of its Subsidiaries to furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and Personnel of the Company and its Subsidiaries as Parent or Purchaser may from time to time reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall not include any invasive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries (provided, that the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of attorney-client privilege, to the extent possible) or contravene any law or binding agreement entered into prior to the date of this Agreement (provided that the Company shall use its reasonable best efforts to permit such disclosure without contravening such law or violating such agreement). No investigation pursuant to this Section 6.03 or otherwise shall affect any representation or warranty in this Agreement or any condition to the obligations of the parties hereto.

        (b)   Information obtained by Parent or Purchaser and their respective officers, employees, auditors, accounts and other authorized representatives pursuant to Section 6.03(a) shall be subject to the provisions of the Confidentiality Agreement.

        SECTION 6.04.    Reasonable Best Efforts.    (a) Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Without limiting the foregoing, (i) each of the Company, Parent and Purchaser shall use its reasonable best efforts to make promptly any required submissions under the HSR Act, any required submissions under the Canadian Competition Act, the submissions under the 1988 Exon-Florio Amendment to the Defense Production Act of 1950, as amended (the "Exon-Florio Act"), the requisite notifications under the ITAR with the United States Department of State, Directorate of Defense Trade and Controls and any submissions under any applicable foreign antitrust or competition laws that are required to be made or which the Company and Parent mutually agree should be made, in each case, with respect to the Offer, the Merger and the transactions contemplated hereby and (ii) Parent, Purchaser and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other supranational, national, federal, state or local law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company's business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any consents, permits, authorizations, approvals or waivers required to be made or which the Company and Parent mutually agree should be made.

        (b)   In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend vigorously against it and respond thereto and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.

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        SECTION 6.05.    Indemnification and Insurance.    (a) Parent and Purchaser agree that, the Company's Certificate of Incorporation and Bylaws, and the articles of organization, bylaws or similar constituent documents of any of the Company's Subsidiaries shall contain provisions no less favorable with respect to indemnification of the present or former directors, officers and employees of the Company or any of its Subsidiaries than are currently provided in the Company's Certificate of Incorporation and Bylaws, and the articles of organization, bylaws or similar constituent documents of any of the Company's Subsidiaries, as the case may be, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until the expiration of the statutes of limitations applicable to such matters or unless such amendment, modification or repeal is required by applicable law. Without limiting the foregoing, all obligations of the Company (including with respect to change of control payments and rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses)) now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in all existing indemnification and change of control agreements with the Company's directors and officers shall survive the Merger and shall continue in full force and effect as obligations of the Surviving Corporation in accordance with their terms. Prior to the date on which the Effective Time occurs, the Company will provide such letters of credit securing the Company's obligations pursuant to such change of control agreements as are required by the terms thereof.

        (b)   Without limiting any additional rights that any Person may have under any agreement or Plan, from and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless each present (as of the Effective Time) and former officer and director of the Company and its Subsidiaries (the "Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' fees and disbursements, incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law and the Company's Certificate of Incorporation or Bylaws as at the date hereof. In the event of any such proceeding, each Indemnified Party will be entitled to advancement of expenses incurred in the defense of the proceeding from the Surviving Corporation within ten Business Days of receipt by the Surviving Corporation from the Indemnified Party of a request therefor.

        (c)   The Surviving Corporation will cause to be maintained in effect for a period of six years after the Effective Time, in respect of acts or omissions occurring prior to the Effective Time (but only in respect thereof), policies of directors' and officers' liability insurance, or a six-year tail insurance policy, covering the Persons currently covered by the Company's existing directors' and officers' liability insurance policies and providing coverage at least as favorable, in the aggregate, as such existing policies; provided, however, that the Surviving Corporation will not be required in order to maintain such directors' and officers' liability insurance policies to pay aggregate premiums in excess of 150% of the aggregate annual amounts currently paid by the Company to maintain the existing policies (which amount is as set forth in Schedule 6.05); and provided further that, if equivalent coverage cannot be obtained, or can be obtained only by paying aggregate premiums in excess of 150% of such annual amount, the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying aggregate premiums equal to 150% of such annual amount.

        (d)   This Section 6.05 shall survive the consummation of the Merger and is intended to benefit, and shall be enforceable by, any Person or entity referred to in clause (a) of this Section 6.05 (whether or not parties to this Agreement). If the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity resulting from such consolidation or merger or (ii) transfers all or

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substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the applicable obligations set forth in this Section 6.05.

        SECTION 6.06.    Employee Matters.    (a) Prior to the Effective Time, except as set forth below, the Company will, and will cause its Subsidiaries to, and from and after the Effective Time, Parent will, and will cause the Surviving Corporation to, honor, in accordance with their terms all existing employment and severance agreements between the Company or any of its Subsidiaries and any officer, director or employee of the Company or any of its Subsidiaries specified in Section 4.09(a) of the Disclosure Letter.

        (b)   Parent will cause the Surviving Corporation and its Subsidiaries, until the first anniversary of the Effective Time, to provide compensation, pension, welfare and other benefits to their employees (considered as a group, but excluding for this purpose employees covered by a collective bargaining agreement, who shall continue to be governed by the terms of the collective bargaining agreement applicable to such employee), which benefits will be, in the aggregate, no less favorable than those currently provided by the Company and its Subsidiaries in the aggregate to such employees immediately prior to the Effective Time (excluding, for this purpose, equity-based compensation). It is the current intention of the Parent to cause the Surviving Corporation to provide a long-term incentive plan to retain key employees of the Surviving Corporation. Nothing in this Section 6.06(b) shall be deemed to constitute an amendment of any Plan or to prevent the Surviving Corporation or any of its Subsidiaries from making any change in any Plan, including any change required by law or deemed necessary or appropriate to comply with applicable law or regulation. Nothing in this Section 6.06(b) shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any employee at any time.

        (c)   Parent will cause the Surviving Corporation to give each employee of the Company credit, for purposes of the Surviving Corporation's vacation and/or other paid leave benefit programs, for such employees accrued and unpaid vacation and/or paid leave balance as of the Effective Time, but in no event will the Parent or the Surviving Corporation be obligated to extend or enlarge the benefits available under such programs.

        (d)   The Company shall take, or cause to be taken, all action necessary, as promptly hereafter as reasonably practicable, to amend any Plan maintained by the Company or any of its Subsidiaries to eliminate, as of the date hereof, all provisions for the purchase from the Company or any of its Subsidiaries of Company Securities or Subsidiary Securities.

        (e)   Parent will, and will cause the Surviving Corporation to, cause service rendered by employees of the Company and its Subsidiaries prior to the Effective Time to be taken into account for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) under employee benefit plans, programs, policies or arrangements of Parent, the Surviving Corporation and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Plans of the Company and its Subsidiaries for those purposes. Employees of the Company and its Subsidiaries will not be subject to any pre-existing condition limitation under any health plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding plan of the Company or its Subsidiaries in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such employees credit under such plans for co-payments made and deductibles satisfied prior to the Effective Time.

        (f)    This Section 6.06 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 6.06, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.06.

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        (g)   Parent will, and will cause the Surviving Corporation to, honor in accordance with their respective terms the Collective Bargaining Agreements dated September 10, 2004, between Rocky Mountain Steel Mills and USWA, on behalf of Local Union 2102, Local Union 3267 and Local Union 3267 (Plant Protection) and, with respect to any other Collective Bargaining Agreements used in Section 4.09(p) of the Disclosure Letter, to the extent required by applicable law.

        (h)   At least one Business Day prior to its distribution, the Company and its Subsidiaries shall provide Parent and Purchaser with a copy of any communication relating to the transactions contemplated by this Agreement and intended to be distributed broadly to any of their respective employees, and shall provide Purchaser an opportunity to make reasonable revisions thereto.

        (i)    Parent will cause the Surviving Corporation to pay the annual bonuses to employees in respect of fiscal year 2006 in accordance with the terms of the applicable Plan and consistent with past practice; provided, that, notwithstanding the foregoing, the Company Board shall defer to the good faith determination of the chief executive officer of the Company that the timing and calculation of any such bonuses is consistent with the terms of the Plan and in accordance with past practice.

        SECTION 6.07.    Takeover Laws.    The Company shall, upon the request of Parent or Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Purchaser to the validity, or applicability to the Offer, the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.

        SECTION 6.08.    Information Statement.    Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the Company shall prepare and file with the SEC, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), as soon as practicable after the consummation of the Offer, a preliminary Information Statement pursuant to Section 14(c) of the Exchange Act (the "Preliminary Information Statement") relating to the Merger as required by the Exchange Act and the rules and regulations thereunder. The Company shall obtain and furnish the information required to be included in the Preliminary Information Statement, shall provide Parent and Purchaser with, and consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the SEC or its staff with respect to the Preliminary Information Statement, and shall cause the Information Statement to be mailed to the Company's stockholders at the earliest practicable date. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Information Statement, so that the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the stockholders of the Company.

        SECTION 6.09.    Notification of Certain Matters.    The Company shall give prompt notice to Parent and Purchaser, and Parent or Purchaser, as the case may be, shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in a breach or failure of any representation, warranty or covenant of such party contained in this Agreement (substituting "material effect on the Company" for "Material Adverse Effect" wherever "Material Adverse Effect" qualifies any such representation, warranty or covenant and, provided, that if any such representation, warranty or covenant does not contain a materiality qualifier, such breach or failure must be material); provided, however, that the delivery of any notice pursuant to this

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Section 6.09 shall not limit or otherwise affect the remedies available hereunder to any of the parties receiving such notice. This Section 6.09 shall not constitute an obligation, covenant or agreement for purposes of Sections 8.01(c)(i),8.01(d)(i) or paragraph 2(c) of Exhibit A.

        SECTION 6.10.    Press Releases.    Each of the Company, Parent and Purchaser agrees that no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the Company and Parent (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be required by applicable law or the rules or regulations of any applicable securities exchange or regulatory or governmental body to which the relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing party.

ARTICLE VII

CONDITIONS TO CONSUMMATION OF THE MERGER

        SECTION 7.01.    Conditions to Each Party's Obligation to Effect the Merger.    The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, where permissible, prior to the proposed Effective Time, of the following conditions:

        (a)   unless the Merger is consummated pursuant to Section 253 of the Corporation Law as contemplated by Section 2.09, the Stockholder Approval shall have been obtained and a period of at least 20 calendar days shall have elapsed from the date the Information Statement was first mailed to the Company's Stockholders;

        (b)   no statute, rule, regulation, executive order, judgment, decree or injunction shall have been enacted, entered, issued, promulgated or enforced by any court or Governmental Entity against Parent, Purchaser or the Company and be in effect that prohibits or restricts the consummation of the Merger or makes such consummation illegal; and

        (c)   Purchaser shall have accepted for purchase the Shares tendered pursuant to the Offer.

ARTICLE VIII

TERMINATION; AMENDMENT; WAIVER

        SECTION 8.01.    Termination.    This Agreement may be terminated and the Offer or Merger may be abandoned at any time (notwithstanding approval thereof by the stockholders of the Company, if required) prior to the Effective Time (with any termination by Parent also being an effective termination by Purchaser):

        (a)   by mutual written consent of the Company and Parent;

        (b)   by either Parent or the Company if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling, or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 8.01(b) shall have used its reasonable best efforts to contest and remove such order, decree, ruling or action;

        (c)   by the Company if (i) Parent or Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) would give rise to a material adverse effect on the ability of Parent or Purchaser to

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consummate the Offer, the Merger or the other transactions contemplated by this Agreement and (B) cannot be or has not been cured within 30 days after the giving of written notice to Parent of such breach, (ii) Purchaser shall not have accepted for payment and paid for Shares pursuant to the Offer in accordance with the terms thereof on or before the date that is four months from the date of the commencement of the Offer (the "Outside Date") or the Offer shall have expired or been terminated without Purchaser having purchased any Shares pursuant thereto or (iii) Purchaser fails to purchase validly tendered Shares in violation of the terms of this Agreement; provided, that the Company shall not have the right to terminate this Agreement pursuant to clause (i) of this Section 8.01(c) if the Company is then in material breach of any of its covenants contained in this Agreement or pursuant to clause (ii) of this Section 8.01(c) if the failure of Purchaser to commence the Offer or to accept for payment and pay for Shares pursuant to the Offer by the Outside Date or such expiration or termination of the Offer resulted from the Company's failure to perform any of its obligations under this Agreement;

        (d)   by Parent if (i) the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in paragraph 2(c) of Exhibit A and (B) cannot be or has not been cured within 30 days after the giving of written notice to the Company of such breach, or (ii) Purchaser shall not have accepted for payment Shares pursuant to the Offer prior to the Outside Date or the Offer shall have expired or been terminated without Purchaser having purchased any Shares pursuant thereto provided, that Parent shall not have the right to terminate this Agreement pursuant to clause (i) of this Section 8.01(d) if either Parent or Purchaser is then in material breach of any of its covenants contained in this Agreement or pursuant to clause (ii) of this Section 8.01(d) if the failure of Purchaser to accept for payment and pay for Shares pursuant to the Offer by the Outside Date or such expiration or termination of the Offer resulted from Parent's or Purchaser's failure to perform any of its obligations under this Agreement;

        (e)   by the Company, prior to the purchase of Shares pursuant to the Offer, if (i) the Company has complied with its obligations under Section 6.02, (ii) (A) the Company has given Parent and Purchaser at least three Business Days advance written notice (a "Notice of Superior Proposal") of its intention to accept or recommend a Superior Proposal and of all of the material terms and conditions of such Superior Proposal and (B) Parent and Purchaser do not within three Business Days of receipt by Parent and Purchaser of the Notice of Superior Proposal, make an offer that the Company Board determines, in its good faith judgment (after consultation with its outside financial advisors and outside legal counsel) to be at least as favorable to the stockholders of the Company as such Superior Proposal; provided, that during such three Business Day period, the Company shall negotiate in good faith with Parent and Purchaser (to the extent that Parent and Purchaser wish to negotiate) to enable Parent and Purchaser to make such an offer; and provided, further, that, in the event of any amendment to the financial or other material terms of such Superior Proposal, the Company Board shall deliver to Parent and Purchaser an additional written Notice of Superior Proposal, and the three Business Day period referenced above shall be extended for an additional two Business Days after Parent's and Purchaser's receipt of each such additional Notice of Superior Proposal, (iii) the Company's Board of Directors, after taking into account any modifications to the terms of the Offer and the Merger agreed to by Parent and Purchaser after receipt of such notice, continues to believe such Acquisition Proposal constitutes a Superior Proposal and (iv) on the date of such termination, the Company enters into a definitive agreement for the transaction contemplated by such Superior Proposal; provided that the termination described in this Section 8.01(e) shall not be effective unless and until the Company shall have paid to Parent the Expenses and the Termination Fee described in Section 8.03;

        (f)    by Parent, prior to the purchase of Shares pursuant to the Offer, (i) if the Company breaches Section 6.02 in any material respect or (ii) if the Company takes any of the actions referred to in

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Section 6.02(e) of this Agreement or the Company Board shall have resolved to take any of such actions; or

        (g)   by Parent, prior to the purchase of Shares pursuant to the Offer, if since the date of the Merger Agreement, there shall have occurred any change, condition, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

        SECTION 8.02.    Effect of Termination.    If this Agreement is terminated and the Merger is abandoned pursuant to Section 8.01, this Agreement, except for the provisions of Sections 6.03(b), 8.02, 8.03 and Article IX (which shall remain in effect), shall forthwith become void and have no effect, without any liability on the part of any party or its directors, officers or stockholders. Nothing in this Section 8.02 shall relieve any party to this Agreement of liability for any willful breach of this Agreement.

        SECTION 8.03.    Fees and Expenses.    (a) Whether or not the Merger is consummated, except as otherwise specifically provided herein, all costs and expenses incurred in connection with the Offer, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

        (b)   In the event that this Agreement is terminated by the Company pursuant to Section 8.01(e), then the Company shall reimburse Parent for all of the out-of-pocket expenses of Parent and the Purchaser (including printing fees, filing fees and expenses of its legal, financial and other advisors) related to the Offer, the Merger and this Agreement, the transactions contemplated hereby and any related financing up to a maximum of $8,000,000 (collectively, the "Expenses") and pay Parent a termination fee equal to $68,000,000 less the amount of any Expenses actually reimbursed to Parent (the "Termination Fee"), in each case, in immediately available funds by wire transfer to an account designated by Parent. If such amounts become payable, they shall be payable simultaneously with such termination.

        (c)   In the event that this Agreement is terminated by Parent pursuant to Section 8.01(f)(ii), the Company shall reimburse Parent for the Expenses and pay Parent the Termination Fee, in each case, in immediately available funds by wire transfer to an account designated by Parent on the Business Day following such termination.

        (d)   In the event that (i) this Agreement is terminated pursuant to Section 8.01(c)(ii) (unless the matters giving rise to such termination are due to Parent's or Purchaser's breach of their covenants) or 8.01(d)(ii); (ii) prior to the event giving rise to such termination an Acquisition Proposal shall have been made or publicly announced; and (iii) as of the event giving rise to such termination, the only condition to the Offer that was not satisfied was the Minimum Tender Condition then (x) upon such termination the Company shall reimburse Parent for the Expenses and (y) if within 12 months following the date of such termination, an Acquisition Proposal shall have been consummated or the Company shall have entered into a definitive agreement with respect to an Acquisition Proposal (any such event described in clause (y), a "Subsequent Transaction"), then the Company shall pay Parent the Termination Fee. For purposes of the definition of Subsequent Transaction and this Section 8.03, each reference to 15% in the definition of "Acquisition Proposal" shall be replaced with a reference to 50%.

        (e)   In the event that (i) this Agreement is terminated pursuant to Section 8.01(d)(i) and (ii) prior to such termination an Acquisition Proposal shall have been made or publicly announced then (x) upon such termination the Company shall reimburse Parent for the Expenses and (y) if within 12 months following the date of such termination, there is a Subsequent Transaction, then the Company shall pay Parent the Termination Fee.

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        (f)    In the event that this Agreement is terminated pursuant to Section 8.01(f)(i) then (x) upon such termination the Company shall reimburse Parent for the Expenses and (y) if within 12 months following the date of such termination there is a Subsequent Transaction, then the Company shall pay Parent the Termination Fee.

        (g)   Any Expenses or Termination Fee payable pursuant to Section 8.03(d), (e) or (f) shall be payable in immediately available funds by wire transfer to an account designated by Parent. If any amounts become payable pursuant to clause (x) of Section 8.03(d), (e) or (f), then they shall be payable simultaneously with such termination (in the case of a termination by the Company) or within one Business Day thereafter (in the case of a termination by Parent). If such amounts become payable pursuant to clause (y) of Section 8.03(d), (e) or (f), they shall be payable simultaneously with the earlier of completion of such Acquisition Proposal and the Company's entering into such a definitive agreement.

        (h)   For purposes of this Section 8.03, this Agreement shall be deemed terminated by Parent pursuant to a provision giving rise to the obligation to pay the Termination Fee or the Expenses if at the time of any termination hereunder Parent was so entitled to terminate this Agreement pursuant to such provision; provided that solely for the avoidance of doubt, the Company shall not be required to pay the Expenses or the Termination Fee pursuant to more than one clause of this Section 8.03.

        (i)    The Company acknowledges that the agreements contained in this Section 8.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, neither Parent nor the Purchaser would have entered into this Agreement. Accordingly, in the event that the Company shall fail to reimburse the Expenses or pay the Termination Fee when due, and in order to obtain such payment, Parent commences a suit or other proceeding which results in a judgment or similar award against the Company for reimbursement of the Expenses or payment of the Termination Fee, then the Company shall reimburse Parent for its reasonable costs and expenses (including reasonable attorneys' fees and expenses of enforcement) in connection with such suit or proceeding, together with interest on the amounts owed at the prime lending rate prevailing at such time, as published in the Wall Street Journal, plus two percent per annum from the date such amounts were required to be paid until the date actually received by Parent.

        SECTION 8.04.    Amendment.    To the extent permitted by applicable law, this Agreement may be amended by action taken by or on behalf of the Boards of Directors of the Company, Parent and Purchaser, subject in the case of the Company to Section 1.04(b), at any time before or after adoption of this Agreement by the stockholders of the Company but, after any such stockholder approval, no amendment shall be made which decreases the Merger Consideration or which adversely affects the rights of the Company's stockholders hereunder without the approval of the stockholders of the Company. This Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the parties.

        SECTION 8.05.    Extension; Waiver; Remedies.    (a) At any time prior to the Effective Time, the parties hereto, by action taken by or on behalf of the respective Boards of Directors of the Company, Parent and Purchaser, subject in the case of the Company to Section 1.04(b), may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein by any other applicable party or in any document, certificate or writing delivered pursuant hereto by any other applicable party or (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

        (b)   All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right,

41

power or remedy by such party. The failure of any party hereto to exercise any rights, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

ARTICLE IX

MISCELLANEOUS

        SECTION 9.01.    Survival of Representations and Warranties.    The representations and warranties made in this Agreement shall not survive beyond the Effective Time. This Section 9.01 shall not limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Effective Time.

        SECTION 9.02.    Entire Agreement; Assignment.    This Agreement, together with the Disclosure Letter and the Confidentiality Agreement, constitute the entire agreement between the parties with respect to subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to subject matter hereof. The Agreement shall not be assigned by any party by operation of law or otherwise without the prior written consent of the other parties, provided, that Parent or Purchaser may assign any of their respective rights and obligations to any direct or indirect Subsidiary of Parent so long as such assignment shall not materially adversely affect the Company, the holders of the Shares, Options or Equity Awards in their capacity as such, but no such assignment shall relieve Parent or Purchaser, as the case may be, of its obligations hereunder.

        SECTION 9.03.    Enforcement of the Agreement; Jurisdiction.    The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York state court located in the Borough of Manhattan, City of New York or any Federal court located in such Borough, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court located in the Borough of Manhattan, City of New York or any Federal court located in such Borough in the event any dispute arises out of this Agreement or any transaction contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any transaction contemplated by this Agreement in any court other than any such court and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated by this Agreement. The parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York located in the Borough of Manhattan, City of New York or in any Federal court located in such Borough, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company, Parent and Purchaser hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.05 shall be effective service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby. Parent hereby irrevocably appoints CSC Corporation Service Company, at its office at 1133 Avenue of the Americas, Suite 3100 New York, NY 10036, its lawful agent and attorney to accept and acknowledge service of any and all process against it in any action, suit or proceeding arising in connection with this Agreement and upon whom such process may be served, with the same effect as if Parent were a resident of the State of New York and had been

42

lawfully served with such process in such jurisdiction. In the case of any service by the Company upon such agent and attorney, the Company shall also deliver a copy thereof to Parent at the address and in the manner specified in Section 9.05. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, Parent will appoint a successor agent and attorney in New York, New York with like powers.

        SECTION 9.04.    Validity.    Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future applicable law or rule in any jurisdiction, such illegality, invalidity or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and if the rights or obligations under this Agreement of the Company on the one hand, and Parent and Purchaser on the other hand, will not be materially and adversely affected thereby, (a) this Agreement will be reformed, construed and enforced in such jurisdiction as if such illegal, invalid or unenforceable provision or portion of any provision had never comprised a part hereof and (b) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

        SECTION 9.05.    Notices.    All notices, requests, claims, demands and other communications hereunder shall be given (and shall be deemed to have been duly received if given) by hand delivery in writing or by facsimile transmission or international courier with confirmation of receipt, as follows:

if to Parent or Purchaser:

Evraz Group S.A.
Allée Scheffer, L-2520, Luxembourg
Attention: Pavel Tatyanin
Facsimile: +7 (495) 933 58 75

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: William A. Groll, Esq.
                  Neil Q. Whoriskey, Esq.
Facsimile: +1 (212) 225 3999

if to the Company:

Oregon Steel Mills, Inc.
1000 S.W. Broadway, Suite 2200
Portland, Oregon 97205
Attention: L. Ray Adams
Facsimile: +1 (503) 240 5232

With a copy to:

Covington & Burling LLP
1330 Avenue of the Americas
New York, NY 10019
Attention: J. D. Weinberg, Esq.
Facsimile: +1 (212) 841 1010

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or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

        SECTION 9.06.    Governing Law.    This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, except in so far as mandatory provisions of the Corporation Law apply to the Merger.

        SECTION 9.07.    Descriptive Headings.    The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

        SECTION 9.08.    Parties in Interest.    This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement except for (a) the provisions of Section 2.06, Section 3.04 and Section 3.05, which shall be enforceable following the Effective Time by the holders of the Shares, Options, Restricted Shares or Equity Awards and (b) Section 6.05 (which is intended to be for the benefit of the Persons referred to therein, and may be enforced by any such Persons).

        SECTION 9.09.    Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

        SECTION 9.10.    Certain Definitions.    For purposes of this Agreement, the following terms shall have the following meanings:

        (a)   "Affiliate" and "Associate" shall have the meanings given to such terms in Rule 12b-2 under the Exchange Act;

        (b)   "beneficial ownership" shall have the meaning given to such term in Rule 13d-3 under the Exchange Act;

        (c)   "Business Day" shall have the meaning given to such term in Rule 14d-1(g) under the Exchange Act;

        (d)   "Material Adverse Effect" shall mean any material and adverse effect on either (i) any of the financial condition, business, assets, liabilities or results of operations of the Company and its Subsidiaries taken as a whole or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided, however, that no event, condition, change, occurrence or development of a state of circumstances arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (A) changes in the economy or financial markets generally in the United States or Canada; (B) changes that are the result of factors generally affecting the principal industries and geographic areas in which the Company and its Subsidiaries operate; (C) the announcement of the execution of this Agreement or the performance of obligations under this Agreement; (D) the commencement, occurrence, continuation or escalation of any war, armed hostilities or acts of terrorism involving the United States or Canada; (E) changes in GAAP or interpretation thereof after the date hereof; (F) any failure by the Company to meet any estimates of revenues or earnings for any period ending on or after the date of this Agreement, provided that the exception in this clause shall not prevent or otherwise affect a claim or determination that any event, condition, change, occurrence or development of a state of circumstances underlying such failure has resulted in a Material Adverse Effect; (G) changes in the price or trading volume of the Company's stock, provided that the exception in this clause shall not prevent or otherwise affect a claim or determination that any event, condition, change, occurrence or development of a state of circumstances

44

that may have caused or contributed to such change in market price or trading volume has resulted in a Material Adverse Effect; provided, further, that, with respect to clauses (A), (B) and (D), such change, event, circumstance or development does not disproportionately adversely affect the Company and its Subsidiaries compared to other companies operating generally in the principal industries and geographic areas in which the Company and its Subsidiaries operate.

        (e)   "Person" shall mean any individual, corporation, limited liability company, partnership, association, trust, estate or other entity or organization; and

        (f)    "Subsidiary" shall mean, when used with reference to an entity, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, or a majority of the outstanding voting securities of which, are owned directly or indirectly by such entity.

        SECTION 9.11.    Interpretation.    The words "hereof," "herein," "hereby," "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation." The words describing the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words denoting natural persons shall include corporations and partnerships and vice versa. The phrases "the date of this Agreement," "the date hereof," "of even date herewith" and terms of similar import, shall be deemed to refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to be such date or time in New York City. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship of any provisions of this Agreement.

        IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the day and year first above written.

EVRAZ GROUP S.A.
By:	/s/ PAVEL TATYANIN Name:    Pavel Tatyanin Title:    Authorized Signatory
OSCAR ACQUISITION MERGER SUB, INC.
By:	/s/ TIMUR YANBUKHTIN Name:    Timur Yanbukhtin Title:    Director
OREGON STEEL MILLS, INC.
By:	/s/ JAMES E. DECLUSIN Name:    James E. Declusin Title:    President and Chief Executive Officer

45

EXHIBIT A

CONDITIONS TO THE OFFER

        Capitalized terms used in this Exhibit A and not otherwise defined herein shall have the meanings assigned to them in the Agreement to which it is attached (the "Merger Agreement").

        1.     Notwithstanding any other term of the Offer or the Merger Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), to pay for any Shares tendered in connection with the Offer, unless, immediately prior to the expiration of the offering period for the Offer, as the same may (or, to the extent required by the Merger Agreement, shall) be extended from time to time (the "Expiration Date") (a) there shall be validly tendered in the Offer and not properly withdrawn that number of Shares which, together with the number of Shares, if any, then owned beneficially by Parent or Purchaser or any Affiliate of either of them, constitutes at least a majority of the total number of outstanding Shares on a fully diluted basis (which shall mean, as of any time, the number of Shares outstanding, together with all Shares which the Company may be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into Shares or otherwise, whether or not vested or then exercisable, other than potential dilution attributable to the Rights) (the "Minimum Tender Condition"), (b) any applicable waiting period under the HSR Act in respect of the Offer or the Merger shall have expired or been terminated, and any required approvals or consents in respect of the Offer or the Merger shall have been obtained under the Canadian Competition Act (and any applicable waiting periods thereunder have expired or been terminated); (c) the period of time for any applicable review process by CFIUS under the Exon-Florio Act (including, if applicable, any investigation commenced thereunder) shall have expired or been terminated or CFIUS shall have provided a written notice to the effect that review of the transactions contemplated by this Offer has been concluded and that a determination has been made that there are no issues of national security sufficient to warrant investigation under the Exon-Florio Act; and (d) either (A) the 60-day notification period under ITAR §122.4(b) shall have expired or otherwise been terminated, or (B) the U.S. Department of State or another U.S. Governmental Entity shall have provided written notice to the effect that no further review of the transactions contemplated by this Agreement under the ITAR will occur.

        2.     Additionally, notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject as aforesaid, to pay for any Shares tendered in the Offer if, at any time on or after the date of the Merger Agreement and prior to the acceptance for payment of Shares, any of the following conditions exist:

        (a)   there shall have been any statute, rule, regulation, legislation, judgment, order or injunction, promulgated, enacted, entered, enforced, issued or amended by any Governmental Entity that is applicable to Parent, Purchaser, the Company, the Offer or the Merger that (1) makes the acceptance for payment of, or payment for or purchase of some or all of the Shares pursuant to the Offer illegal, (2) imposes material limitations on the ability of Parent, Purchaser or any of their respective Subsidiaries to acquire or hold, transfer or dispose of, or effectively to exercise all rights of ownership of, some or all of the Shares including the right to vote the Shares purchased by it pursuant to the Offer on an equal basis with all other Shares on all matters properly presented to the stockholders of the Company, (3) imposes any material limitations on the ability of Parent, Purchaser or any of their respective Subsidiaries effectively to control the business or operations of the Company, Parent, Purchaser or any of their respective Subsidiaries, or (4) otherwise prohibits the Offer or the Merger, except, in the case of clauses (2) and (3), for (x) any restrictions imposed by any Governmental Entity on the transfer or retransfer of defense

A-1

articles (including technical data) or defense services controlled by the ITAR or dual-use items subject to the Export Administration Regulations; (y) any restrictions imposed by any Governmental Entity on the conduct or structure of any business or operations of the Company that involve the manufacture and/or export of defense articles or defense services subject to the ITAR; or (z) restrictions imposed on the Company's operations or divestitures of certain operations as a result or consequence of its review by the CFIUS, in the case of each of (x), (y) and (z) to the extent that such restrictions would not reasonably be expected to have a material adverse effect on (A) the business of the Company and its Subsidiaries, taken as a whole, or (B) the corporate governance of the Company; provided, that Parent and Purchaser shall have complied with their obligations under Section 6.04 of the Merger Agreement;

        (b)   since the date of the Merger Agreement, there shall have occurred any change, condition, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or

        (c)   (i) the Company shall have breached or failed to comply in any material respect with any of its obligations, covenants, or agreements under the Merger Agreement or (ii) (A) the Company's representations and warranties contained in Section 4.02(a) (Capitalization), except for de minimis deviations (provided, that the Company's representations and warranties set forth in the seventh sentence of Section 4.02(a) shall be subject to the standard set forth in clause (B) below) and the first sentence of Section 4.06 (Absence of Certain Changes—No Material Adverse Effect), shall not be true and correct in all respects or (B) the Company's representations and warranties set forth in the Merger Agreement other than those referred to in clause (c)(ii)(A) above shall not be true and correct in all respects (determined without regard to any materiality or "Material Adverse Effect" qualifier therein), except for such breaches of representations and warranties, that in the aggregate, have not had and would not be reasonably be expected to have a Material Adverse Effect, provided, that Parent shall not then be in material breach of any of its covenants contained in this Agreement; or

        (d)   the Merger Agreement shall have been terminated pursuant to its terms or shall have been amended pursuant to its terms to provide for such termination or amendment of the Offer;

which, in the reasonable judgment of Parent or Purchaser, in any case, and regardless of the circumstances (including any action or inaction by Parent or Purchaser or any of their Affiliates that is not otherwise prohibited by law (including Section 14(e) of the Exchange Act) or by this Agreement) giving rise to any such condition, makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for Shares.

        The foregoing conditions are for the benefit of Parent and Purchaser and, regardless of the circumstances, may be asserted by Parent or Purchaser in whole or in part at any applicable time or from time to time prior to the Expiration Date, except that the conditions relating to receipt of any approvals from any Governmental Entity may be asserted at any time prior to the acceptance for payment of Shares, and all conditions (except for the Minimum Tender Condition) may be waived by Parent or Purchaser in its discretion in whole or in part at any applicable time or from time to time, in each case subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC. The failure of Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

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QuickLinks

TABLE OF CONTENTS
Glossary of Defined Terms
AGREEMENT AND PLAN OF MERGER
RECITALS
ARTICLE I THE OFFER
ARTICLE II THE MERGER
ARTICLE III DISSENTING SHARES; PAYMENT FOR SHARES; OPTIONS
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
ARTICLE VI COVENANTS
ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER
ARTICLE VIII TERMINATION; AMENDMENT; WAIVER
ARTICLE IX MISCELLANEOUS
CONDITIONS TO THE OFFER

EX-99.(D)(2)

Exhibit 99(d)(2)

[OREGON STEEL MILLS LETTERHEAD]

CONFIDENTIALITY AGREEMENT

February 9, 2005

CONFIDENTIAL

Alexander V. Frolov
Mastercroft Finance Limited
Julia House
3, Th. Dervis Street
PO BOX 1612
CY-1066 Nicosia, Cyprus

Dear Mr. Frolov:

        In connection with your consideration of a possible transaction (the "Transaction") with Oregon Steel Mills, Inc. (together with its subsidiaries and affiliates, "Oregon" or the "Company"), the Company is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company (such information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, collectively, the "Confidential Information").

        You hereby agree as follows:

(1)

You shall use the Confidential Information solely for the purpose of evaluating the Transaction and you shall keep the Confidential Information confidential, except that you may disclose the Confidential Information or portions thereof to those of your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, consultants, attorneys, and accountants), and your potential sources of financing (if any) for the Transaction and representatives of any thereof (collectively, the "Representatives") (a) who need to know such information for the purpose of evaluating the Transaction, (b) who are informed by you of the confidential nature of the Confidential Information, and (c) who agree to be bound by the terms of this agreement as if they were parties hereto. You shall be responsible for any breach of this agreement by your Representatives. In the event that you or any of your Representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose any of the Confidential Information, you shall provide the Company with prompt prior written notice of such requirement, you shall furnish only that portion of the Confidential Information which you are advised by counsel is legally required, and you shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

(2)

If you determine not to proceed with the Transaction, you will promptly inform the Company of that decision and, in that case or at any time upon the request of the Company, you and your Representatives shall promptly, except as required by law or regulation, either (i) destroy all copies of the written Confidential Information in your or their possession or under your or their custody or control (including that stored in any computer, word processor, or similar device) and confirm such destruction to the Company in writing or (ii) return to the Company, all copies of the Confidential Information furnished to you by or on behalf of the Company in your possession or in the possession of your Representatives. Any oral Confidential Information will continue to be held subject to the terms of this agreement.

(3)

The term "Confidential Information" does not include any information which (i) at the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure by you or by any of your Representatives) or (ii) was or becomes available to you on a non-confidential basis from a source (other than the Company or its representatives) that is not and was not to your and your Representative's knowledge after due inquiry prohibited from disclosing such information to you by a contractual, legal, or fiduciary obligation.

(4)

Without the prior written consent of the other party, neither party nor its respective representatives shall disclose to any person (a) that any investigations, discussions, or negotiations are taking place concerning the Transaction or any other possible Transaction involving the Company and you, (b) that you have requested or received any Confidential Information, or (c) any of the terms, conditions, or other facts with respect to the Transaction or such investigations, discussions, or negotiations, including the status thereof. The term "person" as used in this agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual, or entity.

(5)

You agree that (i) all communications regarding the Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to the Transaction, will be submitted or directed to designated representatives of the Company. Accordingly, you agree that you will not contact or communicate with any officer, director, employee, or agent of the Company concerning the Confidential Information or a Transaction, except as expressly requested by the Company. You further agree that, for a period of two years from the date of this agreement, you will not, directly or indirectly, solicit for employment or hire any employee of the Company with whom you have had contact or who became known to you in connection with your consideration of the Transaction; provided that the foregoing provisions shall not prohibit the solicitation or employment of any such person (i) resulting from general advertisements for employment conducted by you (including any recruitment efforts conducted by any recruitment agency, provided that you have not directed such recruitment efforts at such person), (ii) if such person approaches you on an unsolicited basis or (iii) following cessation of such person's employment with the Company without any solicitation or encouragement by you.

(6)

You acknowledge and agree that (a) the Company is free to conduct the process leading up to a possible Transaction as the Company, in its sole discretion, may determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to you or any other person), (b) the Company reserves the right, in its sole discretion, to change the procedures relating to your consideration of the Transaction at any time without prior notice to you or any other person, to reject any and all proposals made by you or any of your Representatives with regard to the Transaction, and to terminate discussions and negotiations with you at any time and for any reason, and (c) unless and until a written definitive agreement concerning the Transaction has been executed, neither the Company nor its officers, directors, employees, affiliates, stockholders, agents, advisors or controlling persons will have any legal obligation or liability to you of any kind whatsoever with respect to the Transaction, whether by virtue of this agreement, any other written or oral expression with respect to the Transaction or otherwise. For purposes hereof, the term "definitive agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral acceptance of an offer or bid on your part.

(7)

You agree that, for a period of two years from the date of this agreement, unless such shall have been specifically invited in writing by the Company, neither you nor any of your affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the "1934 Act")) or Representatives will in any manner, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in,

2

(i) any acquisition of any securities (or of beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or exchange offer, merger, or other business combination involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary Transaction with respect to the Company or any of its subsidiaries; or (iv) any solicitation of proxies or consents to vote any voting securities of the Company; (b) form, join or in any way participate in a "group" (as defined under the 1934 Act); (c) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (d) enter into any discussions or arrangements with any third party with respect to any of the foregoing.

(8)

You acknowledge that you and your Representatives may receive material non-public information in connection with your evaluation of the Transaction and you are aware (and you will so advise your Representatives) that the United States securities laws impose restrictions on trading in securities when in possession of such information.

(9)

You understand and acknowledge that none of the Company or any of its officers, directors, employees, affiliates, stockholders, agents, or controlling persons is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and each of the Company and such other persons expressly disclaims any and all liability to you or any other person that may be based upon or relate to (a) the use of the Confidential Information by you or any of the Representatives or (b) any errors therein or omissions therefrom. You further agree that you are not entitled to rely on the accuracy and completeness of the Confidential Information and that you will be entitled to rely solely on those particular representations and warranties, if any, that are made to a purchaser in a definitive agreement relating to the Transaction when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement.

(10)

Notwithstanding anything herein to the contrary, any party to the Agreement (and any employee, representative, or other agent of any party to the Agreement) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any Transaction contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such U.S. tax treatment and U.S. tax structure; provided, however, that such disclosure may only be made after (i) the earlier of (x) the date of the public announcement of discussions relating to the Transaction, (y) the date of the public announcement of the Transaction and (z) the date of the execution of an agreement to enter into the Transaction; and may only be made (ii) to the extent required to be kept confidential to comply with any applicable federal or state securities laws.

(11)

Both parties acknowledge that remedies at law may be inadequate to protect them against any actual or threatened breach of this agreement by the other party or its representatives, and, without prejudice to any other rights and remedies otherwise available to either party, both parties agree to the granting of equitable relief in the non-breaching party's favor without proof of actual damages.

(12)

Each party agrees that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(13)

This agreement shall be binding upon the parties and their respective successors and assigns. The Company is a third party beneficiary of this agreement and may enforce this agreement directly.

(14)

Unless otherwise provided herein, your obligations under this letter shall terminate two (2) years from the date hereof.

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(15)

This agreement and all controversies arising from or relating to performance under this agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

(16)

This agreement may be executed in several counterparts each of which will be considered an original and all of which together will constitute one and the same instrument. A fax transmission of a signature page will be considered an original signature page. At the request of a party, a party will confirm a fax transmitted signature page by delivering an original signature page to the requesting party.

This agreement contains the entire agreement between the parties concerning the subject matter hereof, and no modification of this agreement or waiver of the terms and conditions hereof will be binding unless approved in writing by the parties.

Signature page follows /—

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        Please confirm your agreement to the foregoing by signing both copies of this agreement and returning one to the undersigned.

		Very truly yours,
		OREGON STEEL MILLS, INC.
		By:	/s/  L. RAY ADAMS L. Ray Adams Vice President of Finance & CFO
CONFIRMED AND AGREED AS OF THE DATE WRITTEN ABOVE:
MASTERCROFT FINANCE LIMITED
By:	/s/  ALEXANDER V. FROLOV Alexander V. Frolov

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EX-99.(D)(3)

Exhibit 99(d)(3)

Oregon Steel Mills
1000 S.W. Broadway, Suite 2200
Portland, OR 97205-3003

November 6, 2006

CONFIDENTIAL

Alexander V. Frolov
Evraz Group S.A.
c/o TMF Luxembourg SA
1 aile Scheffer
L-2520 Luxembourg

Alexander Frolov
Mastercroft Finance Limited Julia House
3, Th. Dervis Street
PO Box 1612
CY-1066 Nicosia, Cyprus

Dear Alexander:

        This letter confirms, acknowledges and amends the Confidentiality Agreement dated February 9, 2005 between Oregon Steel Mills, Inc. and Mastercroft Finance Limited. Except as expressly provided in this letter agreement, all of the terms, conditions, restrictions and other provisions contained in the Confidentiality Agreement shall remain in full force and effect. All references to the Confidentiality Agreement in the Confidentiality Agreement will refer to the Confidentiality Agreement as amended by this letter agreement.

        The Confidentiality Agreement is amended, as follows: (1) to include the Evraz Group and its affiliates as parties to the Confidentiality Agreement; (2) references in Sections (5) and (7) to "for a period of two years from the date of this Agreement" is amended to read "for a period of three years from the date of this Agreement"; and (3) Section (14) is amended in its entirety to read: "Unless otherwise provided herein, your obligations under this letter shall terminate on February 8, 2008".

        From the period beginning on November 6, 2006 and ending at 5:00 PM EST on November 20, 2006 (the "Exclusivity Period"), the Company shall not, and shall not permit its officers, directors or employees or authorize its other Representatives to solicit, knowingly encourage or initiate inquiries or proposals by, or participate in any discussions or negotiations with, or provide any information, or afford any access to the properties, books or records of the Company or any of its subsidiaries to, or otherwise take any action to knowingly assist or facilitate, any person or group of persons (other than the Evraz Group and its Representatives) in respect of, or that could reasonably be expected to lead to, any Acquisition Proposal. The Company shall on the date hereof cease and cause to be terminated any and all existing solicitation, discussion or negotiation conducted by the Company or, to its knowledge, any of its Representatives with respect to an Acquisition Proposal, and during the Exclusivity Period shall not, and shall not permit its officers, directors or employees or authorize its other Representatives, (i) to continue discussions or negotiations with any person or group of persons or (ii) to enter into any agreement or understanding with respect to any Acquisition Proposal, in each case other than with the Evraz Group. For purposes of this Agreement, and "Acquisition Proposal" means any offer or proposal, or any indication of interest in making an offer or proposal, made by a person or group of persons at any time which is structured to permit such person or group of persons to acquire beneficial ownership of at least 15% of the assets of, equity interest in, or businesses of, the Company or any of its subsidiaries, taken as a whole, pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction. Clauses (a) and (b) of the first sentence of Section 6 of the Confidentiality Agreement are hereby made subject to this paragraph.

        This amendment to the Confidentiality Agreement may be executed in one or more counterparts, each of which will be deemed to an original copy of this amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of a signed counterparty by facsimile transmission will constitute a party's due execution and delivery of this amendment.

        If the foregoing meets with your approval, please indicate your agreement by signing and returning the accompanying copy of this letter agreement, whereupon it shall become a binding agreement.

	Sincerely,
	OREGON STEEL MILLS, INC.
	L. Ray Adams, Vice President and CFO
CONFIRMED AND AGREED TO AS OF THE DATE WRITTEN ABOVE
EVRAZ GROUP SA
/s/  ALEXANDER V. FROLOV Chairman of the Board
MASTERCROFT FINANCE LIMITED
/s/  ALEXANDER V. FROLOV By: Alexander V. Frolov