Zekelman Industries, Inc. Sample Contracts

Zekelman Industries, Inc. – Baker & Hostetler LLP Key Tower 127 Public Square, Suite 2000 Cleveland, OH 44114-1214 T 216.621.0200 F 216.696.0740 www.bakerlaw.com (September 18th, 2018)
Zekelman Industries, Inc. – Zekelman Industries, Inc. Class A Subordinate Voting Stock, par value $0.01 per share Underwriting Agreement (September 18th, 2018)
Zekelman Industries, Inc. – FORM OF INDEMNIFICATION AGREEMENT (September 7th, 2018)

This Indemnification Agreement (this “Agreement”), dated as of                     , is by and between Zekelman Industries, Inc., a Delaware corporation (the “Company”), and                      (“Indemnitee”).

Zekelman Industries, Inc. – 6582125 CANADA INC. (CAN HOLDCO) – FORM OF SHARE TERMS PART 1: AUTHORIZED CAPITAL; DEFINED TERMS (September 7th, 2018)

The Corporation is authorized to issue: (a) an unlimited number of Common Shares; and (b) an unlimited number of Exchangeable Shares.

Zekelman Industries, Inc. – ZEKELMAN INDUSTRIES, INC. 2018 EQUITY INCENTIVE PLAN (September 7th, 2018)
Zekelman Industries, Inc. – FORM OF STOCKHOLDERS AGREEMENT (September 7th, 2018)

This Stockholders Agreement (this “Agreement”) is made as of [                    ], 2018, by and among: (i) Zekelman Industries, Inc., a Delaware corporation (the “Company”); (ii) Alan Zekelman (“AZ”); (iii) Barry Zekelman (“BZ”); and (iv) Clayton Zekelman (“CZ”, and together with AZ and BZ, the “Holders”, and each, a “Holder”). The Company and the Holders may be collectively referred to herein as the “Parties”, and each individually as a “Party.”

Zekelman Industries, Inc. – AMENDED AND RESTATED BYLAWS OF ZEKELMAN INDUSTRIES, INC. (as amended on [ ], 2018 effective as of the closing of the corporation’s initial public offering) (September 7th, 2018)
Zekelman Industries, Inc. – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZEKELMAN INDUSTRIES, INC. (September 7th, 2018)

The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

Zekelman Industries, Inc. – as the Holders EXCHANGE AND SUPPORT AGREEMENT (September 7th, 2018)
Zekelman Industries, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (September 7th, 2018)

This Registration Rights Agreement (this “Agreement”) is made as of [                    ], 2018, by and among: (i) Zekelman Industries, Inc., a Delaware corporation (the “Company”); (ii) Alan Zekelman (“AZ”); (iii) Barry Zekelman (“BZ”); and (iv) Clayton Zekelman (“CZ”, and together with AZ and BZ, the “Investors”, and each, an “Investor”). The Company and the Investors may be collectively referred to herein as the “Parties”, and each individually as a “Party.”

Zekelman Industries, Inc. – ZEKELMAN INDUSTRIES, INC. EXECUTIVE SEVERANCE PLAN (September 7th, 2018)
Zekelman Industries, Inc. – EMPLOYMENT AGREEMENT (September 7th, 2018)

The Company wishes to continue to retain the services of the Executive and the Executive wishes to be retained by the Company upon the terms and conditions contained in this Employment Agreement (the “Agreement”), effective as of the Effective Date.

Zekelman Industries, Inc. – ZEKELMAN INDUSTRIES, INC., as Issuer and the Guarantors party hereto 9.875% Senior Secured Notes due 2023 INDENTURE Dated as of June 14, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent (August 17th, 2018)

INDENTURE, dated as of June 14, 2016, as amended or supplemented from time to time (this “Indenture”), among ZEKELMAN INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

Zekelman Industries, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 17th, 2018)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of February 9, 2017 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.

Zekelman Industries, Inc. – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 17th, 2018)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 30, 2018 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger” or “Goldman Sachs”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.

Zekelman Industries, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 14, 2016 among ZEKELMAN INDUSTRIES, INC., as the Borrower, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, The Other Lenders Party Hereto, and GOLDMAN SACHS LENDING PARTNERS LLC and JPMORGAN CHASE BANK, N.A., as Arrangers and Bookrunners (August 17th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), this “Agreement”) is entered into as of June 14, 2016, among ZEKELMAN INDUSTRIES, INC. (formerly known as JMC Steel Group, Inc.), a Delaware corporation (the “Company” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Arrangers and Bookrunners, and Goldman Sachs, as Administrative Agent and Collateral Agent (in such capacity, the “Agent”).

Zekelman Industries, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (August 17th, 2018)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 9, 2017 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.

Zekelman Industries, Inc. – SECOND AMENDED AND RESTATED STOCK OPTION PLAN OF ZEKELMAN INDUSTRIES, INC. fka JMC STEEL GROUP, INC. (August 17th, 2018)

JMC Steel Group, Inc., a Delaware corporation formerly known as DBO Holdings, Inc. (“Holdings”), hereby adopts this Second Amended and Restated Stock Option Plan of JMC Steel Group, Inc. (the “Plan”). The purposes of this Plan are as follows:

Zekelman Industries, Inc. – REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 8, 2018 among WHEATLAND TUBE, LLC, as US Borrower 6582125 CANADA INC., as Canadian Borrower ZEKELMAN INDUSTRIES, INC., as Holdings and a Guarantor VARIOUS LENDERS, BANK OF AMERICA, N.A., BANK OF MONTREAL and PNC CAPITAL MARKETS LLC as Joint Lead Arrangers and Joint Bookrunners, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and BANK OF MONTREAL and PNC BANK, NATIONAL ASSOCIATION, as Syndication Agents and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent $400,000,000 Senior Secured Revolving Credit Facility (August 17th, 2018)

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2018, is entered into by and among WHEATLAND TUBE, LLC, a Pennsylvania limited liability company (the “US Borrower”), 6582125 CANADA INC., a Canadian corporation (the “Canadian Borrower” and, collectively with the US Borrower, the “Borrowers”), ZEKELMAN INDUSTRIES, INC., a Delaware corporation (“Holdings”), as a Guarantor, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).