AGREEMENT AND PLAN OF MERGER among CRYSTAL ACQUISITION COMPANY, INC., CRYSTAL MERGER SUB, INC. and TMS INTERNATIONAL CORP. Dated as of August 23, 2013Agreement and Plan of Merger • August 26th, 2013 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 23, 2013 (this “Agreement”), is by and among CRYSTAL ACQUISITION COMPANY, INC., a Delaware corporation (“Parent”), CRYSTAL MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and TMS INTERNATIONAL CORP., a Delaware corporation (the “Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2010 • TMS International Corp. • 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 J. David Aronson (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.
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 13th, 2010 • TMS International Corp. • 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2010 • TMS International Corp. • 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.
TMS INTERNATIONAL CORP. (a Delaware corporation) [—] Shares of Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • August 25th, 2010 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • New York
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of August 8, 2011Employment Agreement • August 10th, 2011 • TMS International 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 among TMS International Corp. (formerly Metal Services Acquisition Corp.), a Delaware corporation, Tube City IMS Corporation, a Delaware corporation (the “Company”), 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.
Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock AgreementRestricted Stock Agreement • May 13th, 2010 • TMS International Corp. • 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”).
TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 8th, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AGREEMENT is made this 13th day of April, 2012 (the “Grant Date”) between TMS International Corp., a Delaware corporation (the “Company”), and Joseph Curtin (the “Optionee”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • 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.
ContractFirst Supplemental Indenture • May 13th, 2010 • TMS International Corp. • 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”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • 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.
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 13th, 2010 • TMS International Corp. • 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”).
LEASELease • May 13th, 2010 • TMS International Corp. • 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”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • 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.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2011 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 8, 2011 (“Effective Date”), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Thomas E. Lippard (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 3A hereof.
FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 8th, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills
This First Amendment to the TMS International Corp. Nonstatutory Stock Option Agreement is made and entered into effective April 13, 2102 by and between TMS International Corp., a Delaware corporation (the “Company”) and Joseph Curtin (the “Optionee”).
TRANSITION AGREEMENTTransition Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This agreement is made and entered into as of July 24, 2009 between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (the “Company”), I Michael Coslov (the “Executive”), IMC Tube City Investments, LLC (“IMC LLC”) and IMC Tube City Holdings, Inc. (collectively with IMC LLC, the “IMC Entities”).
FIRST AMENDMENT TO TMS INTERNATIONAL CORP. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 8th, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills
This First Amendment to the TMS International Corp. Nonstatutory Stock Option Agreement is made and entered into effective April 13, 2012 by and between TMS International Corp., a Delaware corporation (the “Company”) and Thomas E. Lippard (the “Optionee”).
SCHEDULE 13GTMS International Corp. • February 13th, 2012 • Steel works, blast furnaces & rolling & finishing mills
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
Nonexecutive Letter AgreementLetter Agreement • April 6th, 2011 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills
TMS INTERNATIONAL CORP. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (based on attached form)Restricted Stock Agreement • February 19th, 2013 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AGREEMENT is made effective the 11thday of July, 2012 (the “Grant Date”), between TMS International Corp. (the “Company”) and (the “Recipient”).
TMS INTERNATIONAL CORP. LONG-TERM INCENTIVE PLANTMS International Corp. • May 11th, 2011 • Steel works, blast furnaces & rolling & finishing mills • Delaware
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...Assignment and Assumption • June 23rd, 2010 • TMS International 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”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of October 30, 2012Employment Agreement • November 1st, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
Reference is made to that certain Second Amended and Restated Employment Agreement (the “Original Agreement”), made as of August 8, 2011, by and among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (the “Company”), and Joseph Curtin (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.
CREDIT AGREEMENT among Metal Services Holdco, LLC, as MS Holdco, Tube City IMS Corporation, as Company, The Several Lenders from Time to Time Parties Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Credit Suisse...Pledge and Security Agreement • May 8th, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • New York
CREDIT AGREEMENT (this “Agreement”), dated as of March 20, 2012, among Metal Services Holdco, LLC, a Delaware limited liability company (“MS Holdco”), Tube City IMS Corporation, a Delaware corporation (the “Company” or the “Borrower”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the several banks, financial institutions, institutional investors and other entities from time to time parties to this Agreement as lenders or holders of Loans or Commitments (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
Tube City IMS Corporation Letterhead]TMS International Corp. • May 13th, 2010 • Pennsylvania
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 • June 23rd, 2010 • TMS International 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”).
TMS International Corp. Restricted Stock Plan Restricted Stock AgreementRestricted Stock Agreement • May 11th, 2011 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into effective as of April 19, 2011 (the “Date of Grant”), between TMS International Corp., formerly known as Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
FIRST AMENDMENT TO TRANSITION AGREEMENTTransition Agreement • August 17th, 2011 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills
THIS FIRST AMENDMENT TO TRANSITION AGREEMENT (this “Amendment”) is made and entered into as of August 16, 2011 by and among TMS International Corp., a Delaware corporation formerly known as Metal Services Acquisition Corp. (“Parent”1), Tube City IMS Corporation, a Delaware corporation (the “Company”), I Michael Coslov ( “Executive”), IMC Tube City Investments, LLC (“IMC LLC”) and IMC Tube City Holdings, Inc. (“IMC Holdings,” together with IMC LLC, the “IMC Entities”), and amends the Transition Agreement, made and entered into as of July 24, 2009 among Parent, the Company, the Executive, and each of the IMC Entities (the “Agreement”). Parent, the Company, Executive, and the IMC Entities are collectively referred to in this Amendment as the “Parties”.
Lock-Up AgreementsTMS International Corp. • June 23rd, 2010 • Steel works, blast furnaces & rolling & finishing mills
The undersigned, a stockholder and/or an officer and/or director of TMS International Corp., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and the Selling Shareholders providing for the public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during the period beginning on the date hereof and ending on the date that is 180 days from the date of the Purchase Agreement (subject to extensions as discussed
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2010 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
INDEMNIFICATION AGREEMENT (the “Agreement”) between each of the entities identified as the “Company” on the signature page of this Agreement (the “Company”), and [ ], a Representative (defined below) of the Company or an Affiliated Entity of the Company (the “Indemnitee”), dated as of [ ], 2010.
FIRST AMENDMENT TO LEASELease • June 23rd, 2010 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills
This First Amendment to Lease (“Amendment”) made and entered into this 7th day of June, 2010, by and between G&I VI 1155 BUSINESS CENTER FE LLC, a Delaware limited liability company and successor to Brandywine Operating Partnership, L.P., hereinafter referred to as “Landlord” and TUBE CITY IMS, LLC, a Delaware limited liability company and successor to International Mill Service, Inc., hereinafter referred to as “Tenant”.
AMENDMENT No. 1, dated as of March 21, 2013 (this “Amendment”), to the Credit Agreement dated as of March 20, 2012, among METAL SERVICES HOLDCO, LLC a Delaware limited liability company (“MS Holdco”), TUBE CITY IMS CORPORATION, a Delaware corporation...Credit Agreement • March 27th, 2013 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • New York
CREDIT AGREEMENT (this “Agreement”), dated as of March 20, 2012,2012 (as amended by Amendment No. 1 on [ ], 2013), among Metal Services Holdco, LLC, a Delaware limited liability company (“MS Holdco”), Tube City IMS Corporation, a Delaware corporation (the “Company” or the “Borrower”), the Subsidiary Guarantors (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the several banks, financial institutions, institutional investors and other entities from time to time parties to this Agreement as lenders or holders of Loans or Commitments (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2013 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Leon Z. Heller (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 3A hereof.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2012 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among TMS International Corp., a Delaware corporation (“TMS International”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Raymond S. Kalouche (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 3A hereof.
