Tube City IMS Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York
Metal Services Merger Sub Corp., a Delaware corporation (the “Merger Sub”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, UBS Securities LLC and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 18, 2007 (the “Purchase Agreement”), $225,000,000 aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”), on a senior subordinated basis, by Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), and, immediately following the Merger (as defined in the Purchase Agreement), by each of the subsidiary guarantors listed in Schedule I hereto (collectively, the “Subsidiary Guarantors” and, together with Holdco, the “Guarantors” and, together with the Issuer (as defined below), the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Joseph Curtin (“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 25th, 2007 • Tube City IMS 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • 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.
Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock AgreementRestricted Stock Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • 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”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 25th, 2007 • Tube City IMS 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 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 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • 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 25th, 2007 • Tube City IMS 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 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 25th, 2007 • Tube City IMS 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”).
LEASELease • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • 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 25th, 2007 • Tube City IMS 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 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.
Counterpart to the Registration Rights AgreementRegistration Rights Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills
Upon consummation of the Merger (as defined in the Purchase Agreement), the undersigned hereby agrees to assume and be bound by all of the obligations of Metal Services Merger Sub Corp., a Delaware corporation, under the Registration Rights Agreement dated January 25, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the Initial Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 5(a) of the Registration Rights Agreement. The undersigned further agrees that all references to the “Issuer” and the “Company” in the Registration Rights Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Registration Rights Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Registration Rights Agreement sha
Tube City IMS Corporation PURCHASE AGREEMENTPurchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 25th, 2007 • Tube City IMS 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 between Tube City IMS Corporation (the “Company”), a Delaware corporation, and I Michael Coslov (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.
AMENDMENT TO STOCK PURCHASE AGREEMENT Dated as of January 25, 2007Stock Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of November 10, 2006, by and among Tube City IMS Corporation, Mill Services Holdings, LLC, on behalf of itself and as Securityholder Representative (the “Securityholder Representative”), the other sellers listed on Annex A thereto and Metal Services Acquisition Corp. (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Stock Purchase Agreement.
Counterpart to the Purchase AgreementPurchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills
Upon consummation of the Merger, the undersigned hereby agrees to assume and be bound by all of the obligations of Metal Services Merger Sub Corp., a Delaware corporation, under the Purchase Agreement dated January 18, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the several Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 8(a) of the Purchase Agreement. The undersigned further agrees that all references to the “Issuer” and the “Company” in the Purchase Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Purchase Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Purchase Agreement shall have the meanings assigned to them in the Purchase Agreement.
STOCK PURCHASE AGREEMENT BY AND AMONG TUBE CITY IMS CORPORATION, MILL SERVICES HOLDINGS, LLC, THE OTHER SELLERS SET FORTH ON ANNEX A HERETO AND METAL SERVICES ACQUISITION CORP. DATED AS OF NOVEMBER 10, 2006Stock Purchase Agreement • May 25th, 2007 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 10, 2006, by and among Tube City IMS Corporation, a Delaware corporation (the “Company”), Mill Services Holdings, LLC, a Delaware limited liability company (“Wellspring”) as a Seller and as Securityholder Representative, the other sellers listed on Annex A (Wellspring and each other seller listed on Annex A each individually referred to herein as a “Seller” and collectively, the “Sellers”), and Metal Services Acquisition Corp., a Delaware corporation (the “Buyer”).
