Castle a M & Co Sample Contracts

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RECITALS --------
Registration Rights Agreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 29th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ______ day of _________, 20___, by and between A. M. Castle & Co., a Maryland corporation (the “Company”), and _____________________ (“Indemnitee”).

A.M. CASTLE & CO. FIRST AMENDMENT AND WAIVER TO NOTE AGREEMENT $20,000,000 6.49% Senior Notes Due April 15, 2008
Note Agreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
AGREEMENT
Agreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
AGREEMENT
Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices
INDENTURE, dated as of December 15, 2011, among A. M. CASTLE & CO., THE GUARANTORS PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent 12.750% Senior Secured Notes due 2016
Supplemental Indenture • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York

INDENTURE dated as of December 15, 2011 among A.M. Castle & Co., a Maryland corporation, the Guarantors (as defined below), U.S. Bank National Association, as trustee (in such capacity the “Trustee”) and U.S. Bank National Association, as collateral agent (in such capacity the “Collateral Agent”).

BY AND AMONG CASTLE SPFD, LLC, AS SELLER,
Receivables Purchase and Servicing Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • New York
EX-
Indenture • September 6th, 2017 • Castle a M & Co • Wholesale-metals service centers & offices • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 8th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2020 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Employer”), and Marec E. Edgar, a resident of Illinois (the “Employee”).

SEVERANCE AGREEMENT
Severance Agreement • April 22nd, 2015 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this 16th day of April, 2015 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and Steven W. Scheinkman (the “Executive”);

INTERCREDITOR AGREEMENT
Intercreditor Agreement • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York

INTERCREDITOR AGREEMENT dated as of March 27, 2020 (this “Intercreditor Agreement” as hereinafter further defined), among PNC Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, “First Lien Agent” as hereinafter further defined), and Wilmington Savings Fund Society, FSB, in its capacities as indenture trustee and collateral agent for the Second Lien Secured Parties (in such capacities, “Second Lien Agent” as hereinafter further defined).

BY AND AMONG
Receivables Sale and Contribution Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • New York
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • May 19th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of May 19, 2016 by A.M. CASTLE & CO., a corporation organized under the laws of the State of Maryland (the “Company”), and the subsidiaries of the Company listed on the signature pages hereof as grantors (collectively, together with the Company, the “Grantors” and each one a “Grantor”), whose principal place of business and chief executive office (as those terms are used in the Uniform Commercial Code of the State of New York (the “New York UCC”)) are set forth beneath the corresponding signature for each such Grantor on the signature pages hereto, in favor of U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as collateral agent (in such capacity “Collateral Agent”), for the benefit of the Secured Parties, as hereinafter defined. The Grantors hereby agree with Collateral Agent as follows:

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG A.M. CASTLE & CO. AND THE INVESTORS PARTY HERETO DATED AS OF MARCH 27, 2020
Registration Rights Agreement • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2020, by and among A.M. Castle & Co., a Maryland corporation (the “Company”), and each of the parties identified on the signature pages hereto (collectively, the “Investors”, and each an “Investor”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 22nd, 2015 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this 16th day of April, 2015 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and Steven W. Scheinkman (the “Executive”);

Contract
Registration Rights Agreement • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York
SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 2
A. M. Castle & Co. • March 30th, 2020 • Wholesale-metals service centers & offices • New York

THIS SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 2 (this “Supplemental Indenture”), dated as of March 27, 2020, is between A. M. Castle & Co., a Maryland corporation (the “Company”), the Guarantors (as defined in the Indenture), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

A. M. CASTLE & CO. AND EACH OF THE GUARANTORS PARTY HERETO 7.00% CONVERTIBLE SENIOR NOTES DUE 2017
Supplemental Indenture • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York

INDENTURE, dated as of December 15, 2011, between A. M. CASTLE & CO., a Maryland corporation (“Company,” as more fully set forth in Section 1.01), each of the Guarantors (as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (“Trustee,” as more fully set forth in Section 1.01).

SETTLEMENT AGREEMENT
Settlement Agreement • November 4th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland

This SETTLEMENT AGREEMENT (the “Agreement”) is made as of November 4, 2016 by and among A. M. Castle & Co., a corporation organized and existing under the laws of the State of Maryland (the “Company”), the persons and entities listed on Schedule A hereto (collectively, the “Raging Capital Group” and each individually a “Member”) and Steven W. Scheinkman, Kenneth H. Traub, Allan J. Young and Richard N. Burger only with respect to the provisions of this Agreement applicable to Messrs. Scheinkman, Traub, Young and Burger as indicated on the signature page hereto.

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • Illinois

This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”) and the individual named above (the “Grantee”). The Corporation hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained herein and in the 2017 Management Incentive Plan, and as may be further amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

As Amended and Restated Effective as of January 1, 2015)
Castle a M & Co • March 16th, 2016 • Wholesale-metals service centers & offices • Illinois
SETTLEMENT AGREEMENT
Settlement Agreement • May 27th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland

This SETTLEMENT AGREEMENT (the “Agreement”) is made as of May 27, 2016 by and among A. M. Castle & Co., a corporation organized and existing under the laws of the State of Maryland (the “Company”), the persons and entities listed on Schedule A hereto (collectively, the “Raging Capital Group” and each individually a “Member”) and Kenneth H. Traub, Allan J. Young and Richard N. Burger only with respect to the provisions of this Agreement applicable to Messrs. Traub, Young and Burger as indicated on the signature page hereto.

FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT
Transaction Support Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices

THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Amendment”) is made as of May , 2016 by and among (a) the undersigned Support Party and (b) the A.M. Castle & Co. (the “Company”) (together, the “Parties”) and amends that certain Amended and Restated Transaction Support Agreement, dated as of March 16, 2016, by and among the Parties (the “TSA”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the TSA.

SEVERANCE AGREEMENT
Severance Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);

Trust Indenture Act Section Indenture Section
Indenture • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York
FOURTH AMENDMENT TO THE STOCK PURCHASE AGREEMENT
The Stock Purchase Agreement • March 11th, 2013 • Castle a M & Co • Wholesale-metals service centers & offices • Delaware

This Fourth Amendment to the Stock Purchase Agreement, dated as of September 13, 2012 (this “Amendment”), hereby amends that certain Stock Purchase Agreement, dated as of November 9, 2011, by and among Paul Sorensen and Jerry Willeford (together, the “Sellers”), A. M. Castle & Co., a Maryland corporation (the “Buyer”), and Tube Supply, LLC, a Texas limited liability company and successor-in-interest to Tube Supply, Inc., a Texas corporation (the “Company”), as amended by that certain Agreement and Amendment to the Stock Purchase Agreement, dated as of December 15, 2011, and that certain Second Amendment to the Stock Purchase Agreement, dated as of January 13, 2012, and that certain Third Amendment to the Stock Purchase Agreement dated as of May 11, 2012 (as so amended, the ‘SPA”). Unless otherwise defined herein, terms defined in the SPA and used herein shall have the meanings given to them in the SPA.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois

THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);

RIGHTS AGREEMENT A. M. CASTLE & CO. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT, DATED AS OF AUGUST 31, 2012
Rights Agreement • August 31st, 2012 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland

Rights Agreement, dated as of August 31, 2012 (the “Agreement”), between A. M. CASTLE & CO., a Maryland corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a limited liability trust company organized under the laws of the State of New York (the “Rights Agent”).

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • February 11th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of February 8, 2016 (this “Intercreditor Agreement” as hereinafter further defined), among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties (in such capacity, “Second Lien Agent” as hereinafter further defined), and, any Person which becomes party hereto pursuant to a Joinder Agreement, in its capacity as trustee and collateral agent for the New Convertible Notes Secured Parties (in such capacity, “New Convertible Notes Collateral Agent” as hereinafter further defined).

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • February 27th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York

The “Expiration Date” shall be 5:00 p.m. New York City time, on March 26, 2020, as may be extended or earlier terminated by the Company from time to time as described in the Statement. The Company shall notify you in writing of any such extension or early termination of the Expiration Date. Capitalized terms used herein but not otherwise defined herein shall have the meaning provided in the Statement and Letter of Transmittal. If there is any conflict between capitalized terms defined in this Exchange Agent Agreement (the “Agreement”) and the Exchange Offer, such terms shall have the meaning provided in the Statement and Letter of Transmittal.

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York

This Third Supplemental Indenture (this “Supplemental Indenture”) is made and entered into as of this 8th day of December, 2016, by and among A.M. Castle & Co., a Maryland corporation (the “Company”), the Guarantors party thereto (as defined in the Indenture (as defined below)) and U.S. Bank National Association, as trustee under the Indenture (the “Trustee”).

FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices

[ ] (each, an “Undersigned”), for itself and on behalf of the beneficial owners (if any) listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with A.M Castle & Co., a Maryland corporation (the “Company”), on May [ ], 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.00% Convertible Senior Notes due 2017 (the “Existing Securities”) for shares of common stock, par value $0.01 per share, of the Company (the “Shares”).

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