Tube City IMS CORP Sample Contracts

Tube City IMS Corporation REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Metal Services Merger Sub Corp., a Delaware corporation (the “Merger Sub”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, UBS Securities LLC and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 18, 2007 (the “Purchase Agreement”), $225,000,000 aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”), on a senior subordinated basis, by Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), and, immediately following the Merger (as defined in the Purchase Agreement), by each of the subsidiary guarantors listed in Schedule I hereto (collectively, the “Subsidiary Guarantors” and, together with Holdco, the “Guarantors” and, together with the Issuer (as defined below), the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Joseph Curtin (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.

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TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The...
Term Loan Credit Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

TERM LOAN CREDIT AGREEMENT dated as of January 25, 2007 (this “Agreement”), among METAL SERVICES MERGER SUB CORP., a Delaware corporation (the “Borrower”). METAL SERVICES HOLDCO LLC, a Delaware limited liability company (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Daniel E. Rosati (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.

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Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock Agreement
Restricted Stock Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This Restricted Stock Agreement (the “Agreement”) is entered into effective as of , 2007 (the “Date of Grant”), between Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and (the “Participant”).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Raymond S. Kalouche (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.

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Contract
First Supplemental Indenture • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 25, 2007, by and among Tube City IMS Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors listed on Exhibit A hereto (the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of January 25, 2007, among Metal Services Merger Sub Corp., a Delaware corporation (the “Issuer”), Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), as a guarantor and the Trustee (the “Indenture”).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and J. David Aronson (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.

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ABL CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL...
Abl Credit Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

ABL CREDIT AGREEMENT dated as of January 25, 2007 (this “Agreement”), among METAL SERVICES MERGER SUB CORP., a Delaware corporation (the “Borrower”), METAL SERVICES HOLDCO LLC, a Delaware limited liability company (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I), CREDIT SUISSE, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and The CIT Group/Business Credit Inc., as collateral agent for the Lenders hereunder (in such capacity, the “Collateral Agent”).

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LEASE
Lease • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Pennsylvania

THIS LEASE (“Lease”) is entered into as of the 3rd day May, 2005, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation with its principal place of business at 1155 Business Center Drive, Horsham, Pennsylvania (“Tenant”).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Joseph Curtin (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.

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Counterpart to the Registration Rights Agreement
Registration Rights Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills

Upon consummation of the Merger (as defined in the Purchase Agreement), the undersigned hereby agrees to assume and be bound by all of the obligations of Metal Services Merger Sub Corp., a Delaware corporation, under the Registration Rights Agreement dated January 25, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the Initial Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 5(a) of the Registration Rights Agreement. The undersigned further agrees that all references to the “Issuer” and the “Company” in the Registration Rights Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Registration Rights Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Registration Rights Agreement sha

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2004 (this “Amendment No. 1”), to that certain Agreement and Plan of Merger, dated as of September 23, 2004 (the “Merger Agreement”), by and among Envirosource Holdings LLC (renamed Mill Services Holdings LLC), a Delaware limited liability company, EI Acquisition Co., a Delaware corporation, Envirosource, Inc., a Delaware corporation, the Principal Company Stockholders named therein, the Stockholder Representative named therein and Wellspring Capital Partners III, L.P., a Delaware limited partnership (“Wellspring”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Merger Agreement.

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AGREEMENT AND PLAN OF MERGER by and among ENVIROSOURCE HOLDINGS LLC EI ACQUISITION CO., ENVIROSOURCE, INC., THE PRINCIPAL COMPANY STOCKHOLDERS NAMED HEREIN, THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN, and WELLSPRING CAPITAL PARTNERS III, L.P. Dated...
Agreement and Plan of Merger • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 23, 2004, is by and among Envirosource Holdings LLC, a Delaware limited liability company (“Parent”), EI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Envirosource, Inc., a Delaware corporation (the “Company”), the Company Stockholders named on Schedule I attached hereto and on the signature pages hereof who are signing this Agreement as of the date hereof (each, a “Principal Company Stockholder” and, collectively, the “Principal Company Stockholders”), GSC Recovery, Inc. (or any successor representative of the Company Stockholders, the “Stockholder Representative”), and Wellspring Capital Partners III, L.P., a New York limited partnership (“Guarantor”). Capitalized terms used in this Agreement are defined in Section 11.1 or in the applicable Section of this Agreement to which reference is made in Section 11.2.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Pennsylvania

THIS AGREEMENT is made and entered into as of November 24, 2004 between Mill Services Corporation (formerly known as Envirosource, Inc.), a Delaware corporation (the “Company”), and Raymond S. Kalouche (the “Employee”).

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Tube City IMS Corporation PURCHASE AGREEMENT
Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York
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REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2004 among MILL SERVICES CORPORATION and THE INVESTORS NAMED HEREIN
Registration Rights Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2004 (this “Agreement”), is by and among Mill Services Corporation, a Delaware corporation (the “Company”), Mill Services Holdings LLC, a Delaware limited liability company (“Holdings”), and the Investors (as defined herein).

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AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007
Employment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and I Michael Coslov (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT among INTERNATIONAL MILL SERVICE, INC. and TUBE CITY, LLC, as Borrowers, TUBE CITY IMS CORPORATION, The Several Lenders from Time to Time Parties Hereto, COMERICA BANK, SOVEREIGN BANK and LA SALLE BANK...
Credit Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2005, among TUBE CITY IMS CORPORATION, a Delaware corporation (“Holdings”), INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation (“IMS”), TUBE CITY, LLC, a Delaware limited liability company (“Tube City”; IMS and Tube City, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and the Second Lien Tranche C Term Loan Facility (in such capacity, the “Existing Lead Arrangers”), BEAR STEARNS & CO. INC. as sole lead arranger and sole bookrunner for the First Lien Tranche C Term Loan Facility (in such capacity, the “First Lien Tranche C Term Loan Facility Lead Arranger”; together with the Existing Lead Arranger, the “Lead Arrangers”), COMERICA BANK, SOVEREIGN BANK an

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EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 18, 2004, between Mill Services Corporation, a Delaware corporation (“Company”) and I. Michael Coslov (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.

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AMENDMENT TO STOCK PURCHASE AGREEMENT Dated as of January 25, 2007
Stock Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

Reference is made to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of November 10, 2006, by and among Tube City IMS Corporation, Mill Services Holdings, LLC, on behalf of itself and as Securityholder Representative (the “Securityholder Representative”), the other sellers listed on Annex A thereto and Metal Services Acquisition Corp. (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Stock Purchase Agreement.

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Counterpart to the Purchase Agreement
Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills

Upon consummation of the Merger, the undersigned hereby agrees to assume and be bound by all of the obligations of Metal Services Merger Sub Corp., a Delaware corporation, under the Purchase Agreement dated January 18, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the several Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 8(a) of the Purchase Agreement. The undersigned further agrees that all references to the “Issuer” and the “Company” in the Purchase Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Purchase Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Purchase Agreement shall have the meanings assigned to them in the Purchase Agreement.

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STOCK PURCHASE AGREEMENT BY AND AMONG TUBE CITY IMS CORPORATION, MILL SERVICES HOLDINGS, LLC, THE OTHER SELLERS SET FORTH ON ANNEX A HERETO AND METAL SERVICES ACQUISITION CORP. DATED AS OF NOVEMBER 10, 2006
Stock Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 10, 2006, by and among Tube City IMS Corporation, a Delaware corporation (the “Company”), Mill Services Holdings, LLC, a Delaware limited liability company (“Wellspring”) as a Seller and as Securityholder Representative, the other sellers listed on Annex A (Wellspring and each other seller listed on Annex A each individually referred to herein as a “Seller” and collectively, the “Sellers”), and Metal Services Acquisition Corp., a Delaware corporation (the “Buyer”).

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