INDENTURE, dated as of February 8, 2016, among THE GUARANTORS PARTY HERETO, as Trustee And as Collateral AgentIndenture • February 11th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
INDENTURE dated as of February 8, 2016 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”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 11th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of February 8, 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 INTERCREDITOR AGREEMENTIntercreditor 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).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment No. 3”) is entered into as of February 8, 2016, by and among A.M. Castle & Co., a corporation organized under the laws of the state of Maryland (“Parent”), Advanced Fabricating Technology, LLC, a limited liability company organized under the laws of the state of Delaware (“AFT”), Paramont Machine Company, LLC, a limited liability company organized under the laws of the state of Delaware (“Paramont”), Total Plastics, Inc., a Michigan corporation (“TPI”; and together with Parent, AFT and Paramont, each individually a “US Borrower” and collectively, “US Borrowers”), A.M. Castle & Co. (Canada) Inc., a corporation organized under the laws of the province of Ontario, Canada (“Canadian Borrower”; and together with US Borrowers, each individually a “Borrower” and collectively, “Borrowers”), the financial institutions from time to time party to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Len
Oak Brook, IL 60523 February 8, 2016Castle a M & Co • February 11th, 2016 • Wholesale-metals service centers & offices
Reference is hereby made to that certain Purchase Agreement, dated as of February 8, 2016 (the “Purchase Agreement”), by and among SGF, LLC, an Illinois limited liability corporation (“SGF”), Mackay Shields LLC (“Mackay Shields”), and A.M. Castle & Co., a Maryland corporation (the “Company”), pursuant to which SGF has agreed to purchase from certain accounts for which Mackay Shields holds contractual and investment authority $34,728,000 aggregate principal amount of the Company’s 12.75% Senior Secured Notes due 2016 (the “Purchased Notes”). Capitalized terms used without definition in this letter (this “Letter Agreement”) shall have the meanings given to such terms in the Purchase Agreement.
