Mortgages, etc from Second Amended and Restated Credit Agreement
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2005, among TUBE CITY IMS CORPORATION, a Delaware corporation (Holdings), INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation (IMS), TUBE CITY, LLC, a Delaware limited liability company (Tube City; IMS and Tube City, each a Borrower and collectively, the Borrowers), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and the Second Lien Tranche C Term Loan Facility (in such capacity, the Existing Lead Arrangers), BEAR STEARNS & CO. INC. as sole lead arranger and sole bookrunner for the First Lien Tranche C Term Loan Facility (in such capacity, the First Lien Tranche C Term Loan Facility Lead Arranger; together with the Existing Lead Arranger, the Lead Arrangers), COMERICA BANK, SOVEREIGN BANK and LA SALLE BANK NA
Mortgages, etc. (i) If requested by the Administrative Agent, the Collateral Agents shall have received a Mortgage amendment (or amendment and restatement) reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) The Collateral Agents shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies), marked up unconditional binder for such insurance or an endorsement to the existing title insurance policies covering the Mortgages executed prior to the Effective Date. Each such policy or date down endorsement shall (A) be in an amount reasonably satisfactory to the Collateral Agents; (B) be issued at ordinary rates; (C) be dated as of the Effective Date and insure that the First Lien Mortgage insured thereby creates a valid first mortgage Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as permitted in Section 8.3(a) through (e) and (k), and that the Second Lien Mortgage insured thereby creates a valid second mortgage Lien on such Mortgaged Property free and of all defects and encumbrances (other than a First Lien Mortgage and except as permitted in Section 8.3 (a) through (e) and (k) of this Agreement); (D) name the Collateral Agents for the benefit of the relevant Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy -1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agents may reasonably request and (G) be issued by title companies reasonably satisfactory to the Collateral Agents. The Collateral Agents shall have received evidence satisfactory to them that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iii) If any Mortgaged Property is located in a special flood hazard area as identified by the Federal Emergency Management Agency and the Mortgage with respect to such Mortgage Property is amended (or amended and restated) on the Effective Date, the Collateral Agents shall have received in connection with such Mortgaged Property (A) a policy of flood insurance that (1) covers such parcel of improved real property that is encumbered by such Mortgage, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrowers have received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.