Ryerson Holding Corp Sample Contracts

RYERSON HOLDING CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • July 25th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York
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REGISTRATION RIGHTS AGREEMENT by and between RYERSON HOLDING CORPORATION and Banc of America Securities LLC UBS Securities LLC KeyBanc Capital Markets Inc. Dated as of January 29, 2010
Registration Rights Agreement • September 15th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 29, 2010, by and among Ryerson Holding Corporation, a Delaware corporation (the “Company”), and Banc of America Securities LLC, UBS Securities LLC and KeyBanc Capital Markets Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 14 1/2% Senior Discount Notes due 2015 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below). Banc of America Securities LLC and UBS Securities LLC have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes.

RYERSON HOLDING CORPORATION (a Delaware corporation) [ ] Shares of Common Stock, Par Value $0.01 Per Share [FORM OF PURCHASE AGREEMENT]
Purchase Agreement • April 26th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

Ryerson Holding Corporation, a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and UBS Securities LLC (“UBS Securities”) are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Selling Shareholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • March 28th, 2014 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

This Director and Officer Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between Ryerson Holding Corporation (the “Company”), a Delaware corporation, and (“Indemnitee”).

11 1/4% SENIOR NOTES DUE 2018
Ryerson Holding Corp • January 5th, 2015 • Wholesale-metals service centers & offices • New York

This Indenture, dated as of October 10, 2012, is by and among Ryerson Inc., a Delaware corporation (the “Ryerson”), Ryerson’s wholly owned subsidiary, Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Co-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RYERSON INC. and JOSEPH T. RYERSON & SON, INC. as Issuers and THE GUARANTORS PARTY HERETO 9% SENIOR SECURED NOTES DUE 2017 INDENTURE DATED AS OF OCTOBER 10, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Ryerson Holding Corp • January 5th, 2015 • Wholesale-metals service centers & offices • New York

This Indenture, dated as of October 10, 2012, is by and among Ryerson Inc., a Delaware corporation (“Ryerson”), Ryerson’s wholly owned Subsidiary, Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Co-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

RYERSON HOLDING CORPORATION and , as Trustee INDENTURE DATED AS OF
Indenture • January 29th, 2021 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

INDENTURE, dated as of [ ] between Ryerson Holding Corporation (the “Company”), a Delaware corporation having its principal office at 227 West Monroe Street, 27th Floor, Chicago, Illinois 60606, and [ ] (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”):

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 24th, 2021 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) by and between Ryerson Holding Corporation (the “Corporation”) and James Claussen (the “Executive”), is made and entered into on February 22, 2021, with retroactive effect as of January 11, 2021 (the “Effective Date”).

AMENDMENT NO. 5, dated as of June 29, 2022 (this “Amendment”), to the Credit Agreement dated as of July 24, 2015, among RYERSON HOLDING CORPORATION, as Holdings, JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the Lead Borrower (the “Lead...
Credit Agreement • June 30th, 2022 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

THIS CREDIT AGREEMENT, dated as of July 24, 2015 (as amended by Amendment No. 1 on November 16, 2016, by Amendment No. 2 on June 28, 2018, by Amendment No. 3 on September 23, 2019 and2019, by Amendment No. 4 on November 5, 2020 and by Amendment No. 5 on June 29, 2022), among RYERSON HOLDING CORPORATION (“Holdings”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the Lead Borrower (the “Lead Borrower”), RYERSON CANADA, INC., a Canadian corporation (the “Canadian Borrower”), and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

EXCHANGE AGENT AND DEPOSITARY AGREEMENT
Exchange Agent and Depositary Agreement • October 26th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this 25th day of October 2010, by and between Ryerson Holding Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as “Wells Fargo”).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • May 5th, 2023 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

This Share Repurchase Agreement (this “Agreement”) is made and entered into as of May 3, 2023, by and between Ryerson Holding Corporation, a Delaware corporation (the “Company”), and RYPS, LLC, a Delaware limited liability company (the “Selling Stockholder”), which is selling Shares (as defined below) in the Secondary Offering (as defined below).

RYERSON HOLDING CORPORATION (a Delaware corporation) 4,000,000 Shares of Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • August 7th, 2023 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York
AMENDMENT NO. 3, dated as of April 3, 2013 (this “Amendment”), to the Credit Agreement dated as of October 19, 2007, as amended and restated as of March 14, 2011, and as further amended as of September 25, 2012, among RYERSON INC., a Delaware...
Credit Agreement • May 6th, 2013 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT is made on October 19, 2007 (as amended and restated on March 14, 2011, as further amended on September 25, 2012, and as further amended and restated on April 3, 2013, this “Agreement”), by and among RYERSON INC., a Delaware corporation (individually “Ryerson” and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, “Borrower Agent”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (“Ryerson & Son”), SUNBELT-TURRET STEEL, INC., a Pennsylvania corporation (“Sunbelt-Turret”), TURRET STEEL INDUSTRIES, INC., a Pennsylvania corporation (“Turret Steel”), IMPERIAL TRUCKING COMPANY, LLC, a Pennsylvania limited liability company (“Imperial Trucking”), WILCOX-TURRET COLD DRAWN, INC., a Wisconsin corporation (“Wilcox-Turret”) and RYERSON CANADA, INC., a Canadian corporation (“Ryerson Canada”); the various financial institutions listed on the signature pages hereof and their respective successors and permitte

JOSEPH T. RYERSON & SON, INC., as Issuer and THE GUARANTORS PARTY HERETO ____________________ 8.50% SENIOR SECURED NOTES DUE 2028 ____________________ INDENTURE DATED AS OF JULY 22, 2020 ____________________ WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Indenture • July 22nd, 2020 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

This Indenture, dated as of July 22, 2020, is by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Issuer”), a wholly-owned subsidiary of Ryerson Holding Corporation, a Delaware corporation (“Parent”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent Dated as of October 10, 2012
Intercreditor Agreement • March 9th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 10, 2012 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as collateral agent for the ABL Secured Parties (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Notes Secured Parties (as defined below).

FORM OF BONUS LETTER AGREEMENT]
Letter Agreement • February 21st, 2024 • Ryerson Holding Corp • Wholesale-metals service centers & offices

In recognition of your contributions to our performance for the fiscal year ended [__], the Board of Directors (the “Board”) of Ryerson Holding Corporation (the “Company”) has decided to pay you a one-time special bonus (the “Bonus”) in accordance with the terms of this letter agreement (this “Agreement”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 6th, 2013 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2013, by and among (i) Ryerson Holding Corporation, a Delaware corporation (the “Company”), (ii) Platinum Equity Capital Partners, L.P., a Delaware limited partnership (“PE”), (iii) Platinum Equity Capital Partners-PF, L.P., a Delaware limited partnership (“PE-PF”), (iv) Platinum Equity Capital Partners-A, L.P., a Delaware limited partnership (“PE-A”), (v) Platinum Equity Capital Partners II, L.P., a Delaware limited partnership (“PE II”), (vi) Platinum Equity Capital Partners-PF II, L.P., a Delaware limited partnership (“PE-PF II”), (vii) Platinum Equity Capital Partners-A II, L.P., a Delaware limited partnership (“PE-A II”), and (viii) Platinum Rhombus Principals, LLC, a Delaware limited liability company (“Rhombus Principals”, and together with PE, PE-PF, PE-A, PE II, PE-PF II and PE-A II, “Platinum”). Certain terms used herein are defined in Section 4.

RYERSON CANADA, INC. as Grantor - and - BANK OF AMERICA, N.A. as Collateral Agent CANADIAN SECURITY AGREEMENT Dated as of July 24, 2015
Canadian Security Agreement • July 29th, 2015 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Ontario

Canadian Security Agreement dated as of July 24, 2015 between Ryerson Canada, Inc. (the “Grantor”) and Bank of America, N.A., in its capacity as Collateral Agent (in such capacity together with any successor in such capacity, the Collateral Agent).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 15th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 12, 2010, between Ryerson Holding Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as trustee (the “Trustee”), under the Indenture (as defined and referred to below). All capitalized terms used but not otherwise defined herein shall have the meaning assigned thereto in the Indenture.

SECURITY AGREEMENT By JOSEPH T. RYERSON & SON, INC. and THE PLEDGORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of July 24, 2015
Security Agreement • July 29th, 2015 • Ryerson Holding Corp • Wholesale-metals service centers & offices

This SECURITY AGREEMENT dated as of July 24, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RYERSON HOLDING CORPORATION, a Delaware corporation (“Holdings”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (“Ryerson”), and the Domestic Subsidiaries of Ryerson from to time to time party hereto in their capacities as pledgors, assignors and debtors hereunder (together with any successors in such capacities, (such Domestic Subsidiaries, the “Subsidiary Pledgors”) in favor of BANK OF AMERICA, N.A., in its capacity as Collateral Agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined). The Subsidiary Pledgors, together with Ryerson, are referred to herein as the “Pledgors.”

EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Illinois

THIS EMPLOYMENT AGREEMENT (“Agreement”), by and between Ryerson Tull, Inc. (the "Corporation") and Erich Schnaufer (the "Executive") effective as of September 8, 2005 (the "Effective Date").

PLEDGE AGREEMENT
Pledge Agreement • September 15th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

PLEDGE AGREEMENT dated as of January 29, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by Ryerson Holding Corporation, a Delaware corporation (the “Company”), in favor of Wells Fargo Bank, N.A., in its capacity as collateral agent (the “Collateral Agent”) for the Trustee pursuant to the Indenture (as defined below), acting for and on behalf of the Holders (as defined in the Indenture) of the Notes (the “Noteholders”) described below.

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Roger W. Lindsay Senior Vice President Human Resources roger.lindsay@ryerson.com
Ryerson Holding Corp • May 2nd, 2012 • Wholesale-metals service centers & offices
JOSEPH T. RYERSON & SON, INC. as Issuer and THE GUARANTORS PARTY HERETO 11.00% SENIOR SECURED NOTES DUE 2022 INDENTURE DATED AS OF MAY 24, 2016 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee and as Collateral Agent
Intercreditor Agreement • May 24th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

This Indenture, dated as of May 24, 2016, is by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Issuer”), a wholly-owned subsidiary of Ryerson Holding Corporation, a Delaware corporation (“Parent”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

Contract
Joinder Agreement • March 9th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

JOINDER AGREEMENT dated as of July 24, 2015 (this “Joinder Agreement”) is delivered pursuant to that certain INTERCREDITOR AGREEMENT dated as of October 10, 2012 and amended as of March 11, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and between Bank of America, N.A in its capacity as collateral agent (the “Existing ABL Collateral Agent”) for the existing ABL Secured Parties (the “Existing ABL Secured Parties”) and WELLS FARGO Bank, N.A., in its capacity as collateral agent for the Notes Secured Parties with respect to the Indenture (the “Indenture”), and the other parties thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

RYERSON HOLDING CORPORATION
Ryerson Holding Corp • June 24th, 2014 • Wholesale-metals service centers & offices

This letter confirms our mutual agreement regarding your eligibility to receive a special one-time cash bonus from Ryerson Holding Corporation or one of its subsidiaries (collectively, the “Company”), in accordance with and subject to the terms and conditions set forth herein.

Contract
Ryerson Holding Corp • May 28th, 2013 • Wholesale-metals service centers & offices • New York

AMENDMENT NO. 2, dated as of September 25, 2012 (this “Amendment”), to the Credit Agreement dated as of October 19, 2007, among RYERSON INC., a Delaware corporation (the “Borrower”), Joseph T. Ryerson & Son, Inc., a Delaware corporation (“Ryerson & Son”), and Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada” and, together with Ryerson and Ryerson & Son, the “Borrowers”), the lending institutions parties hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent, ABN Amro Bank N.V. and General Electric Capital Corporation, as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and book manager, and Wells Fargo Capital Finance, LLC and Wells Fargo Foothill Canada ULC, as co-documentation agents (as amended and restated by Amendment No. 1 on March 14, 2011 and as further amended, restated, modified and supplemented from time to tim

JOSEPH T. RYERSON & SON, INC., as Issuer, THE GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Fourth Supplemental Indenture Dated as of May 24, 2016 9% Senior Secured Notes due 2017
Indenture • May 24th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 24, 2016, by and among JOSEPH T. RYERSON & SON, INC., a Delaware corporation (the “Issuer”), the GUARANTORS (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 16th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of April 1, 2009 (this “Amendment”), by and among Rhombus Holding Corporation, a Delaware corporation (the “Company”), Platinum Equity Capital Partners, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-PF, L.P., a Delaware limited partnership, Platinum Equity Capital Partners II, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A II, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-PF II, L.P., a Delaware limited partnership, Platinum Rhombus Principals, LLC, a Delaware limited liability company, Moelis Capital Partners Opportunity Fund I, LP (“Assignor”) and Moelis Capital Partners Opportunity Fund I-A, LP (“Assignee”).

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED AS OF MARCH 31, 2009 BY AND AMONG RHOMBUS HOLDING CORPORATION, PLATINUM EQUITY CAPITAL PARTNERS, L.P., PLATINUM EQUITY CAPITAL PARTNERS-A, L.P., PLATINUM EQUITY CAPITAL PARTNERS-PF, L.P., PLATINUM...
Stockholders’ Agreement • April 16th, 2010 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of March 31, 2009 (this “Agreement”), by and among Rhombus Holding Corporation, a Delaware corporation (the “Company”), Platinum Equity Capital Partners, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-PF, L.P., a Delaware limited partnership, Platinum Equity Capital Partners II, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-A II, L.P., a Delaware limited partnership, Platinum Equity Capital Partners-PF II, L.P., a Delaware limited partnership, and Platinum Rhombus Principals, LLC, a Delaware limited liability company (collectively, “Platinum”) and the other stockholders of the Company listed on the signature pages hereto. Each of the parties to this Agreement (other than the Company) and any other Person (as hereinafter defined) who or which shall become a party to or agree to be bound by the terms of this Agre

RYERSON HOLDING CORPORATION
Omnibus Incentive Plan • August 12th, 2015 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

This Performance Unit Agreement (the “Agreement”) is dated as of _________ (the “Grant Date”) between Ryerson Holding Corporation, a Delaware corporation (the “Company”), and ___________________________________ (the “Participant”). Capitalized terms not defined herein shall have the meaning given such terms in the Ryerson Holding Corporation 2014 Omnibus Incentive Plan, as amended from time to time (the “Plan”), a copy of which has been provided to the Participant.

Contract
Intercreditor Agreement • March 9th, 2016 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

AMENDMENT NO. 1, dated as of March 11, 2015 (this “Amendment”), to the Intercreditor Agreement dated as of October 10, 2012 by and between Bank of America, N.A. as ABL Collateral Agent and Wells Fargo Bank, National Association as Notes Collateral Agent (the “Intercreditor Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

AMENDMENT NO. 4, dated as of November 5, 2020 (this “Amendment”), to the Credit Agreement dated as of July 24, 2015, among RYERSON HOLDING CORPORATION (“Holdings”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the lead Borrower (the “Lead...
Credit Agreement • November 9th, 2020 • Ryerson Holding Corp • Wholesale-metals service centers & offices • New York

THIS CREDIT AGREEMENT, dated as of July 24, 2015 (as amended by Amendment No. 1 on November 16, 2016, by Amendment No. 2 on June 28, 2018 and2018, by Amendment No. 3 on September 23, 2019 and by Amendment No. 4 on November 5, 2020), among RYERSON HOLDING CORPORATION (“Holdings”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the Lead Borrower (the “Lead Borrower”), RYERSON CANADA, INC., a Canadian corporation (the “Canadian Borrower”), and each of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter defined) party hereto, the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as the Administrative Agent (in such capacity the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.

AGREEMENT AND PLAN OF MERGER BY AND AMONG JOSEPH T. RYERSON & SON, INC., HUNTER MERGERCO, INC., CENTRAL STEEL AND WIRE COMPANY, AND FORTIS ADVISORS LLC, solely in its capacity as Stockholder Representative hereunder DATED AS OF JUNE 4, 2018
Agreement and Plan of Merger • June 5th, 2018 • Ryerson Holding Corp • Wholesale-metals service centers & offices • Delaware

This AGREEMENT AND PLAN OF MERGER (as amended modified, or supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 4, 2018 is by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (“Buyer”), Hunter MergerCo, Inc., a Delaware corporation (“Merger Sub”), Central Steel and Wire Company, a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative hereunder (the “Stockholder Representative”). Buyer, Merger Sub, the Company and the Stockholder Representative shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party”.

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