AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 26, 2009, is between RathGibson, Inc. (the “Company”) and Michael G. Schwartz (the “Executive”) (together, the “Parties”).
Document Number Document Title Recording Area Name and Return Address ______________________ King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 Attn: Sebastian Kaufmann Parcel Identification Number (PIN)Greenville Tube CO • April 25th, 2007 • Steel pipe & tubes • New York
THIS LEASEHOLD MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND FIXTURE FILING (“Leasehold Mortgage”) is made as of December 22, 2006, by RATHGIBSON, INC., a Delaware corporation, (“Leasehold Mortgagor”), to GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as mortgagee, assignee and secured party, in its capacity as agent on behalf of itself as lender and for the Lenders as hereinafter defined (together with any successors or assigns in such capacity, the “Agent” or “Leasehold Mortgagee”).
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • Louisiana
This Amendment #1, dated as of December 9, 2008 (this “Amendment”), is to the Employment Agreement, dated as of February 27, 2008, between RathGibson, Inc., a Delaware corporation (the “Company”) and Richard E. Lore, Sr. (the “Executive” and, together with the Company, the “Parties”) (the “Employment Agreement”). Any capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2007 • Greenville Tube CO • Steel pipe & tubes • New York
EMPLOYMENT AGREEMENT ("Agreement") dated as of March 3, 2006 among RathGibson, Inc. (the "Company") and its affiliated companies, RGCH Holdings Corp. ("Holdings") and RGCH Holdings LLC (the "LLC"), and David Pudelsky (the "Employee") (together, the "Parties").
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2008 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 4 (this “Amendment”) to the Credit Agreement, dated as of February 7, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), and entered into by and among RATHGIBSON, INC., a Delaware corporation (“Borrower”); RGCH HOLDINGS CORP., a Delaware corporation (“Holdings”), as one of the guarantors; GREENVILLE TUBE COMPANY, a Delaware corporation (“Greenville Tube”), as one of the guarantors; the financial institutions who are or hereafter become parties to the Credit Agreement as Lenders (as hereinafter defined) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as agent (in such capacity, the “Agent”), is dated as of February 27, 2008 and entered into by and among Borrower, the other Credit Parties signatory hereto, the Lenders signatory hereto and Agent.
WAIVER AND AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • May 8th, 2009 • Greenville Tube CO • Steel pipe & tubes
This Waiver and Amendment No. 6 (this “Amendment”) to the Credit Agreement, dated as of February 7, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), and entered into by and among RATHGIBSON, INC., a Delaware corporation (“Borrower”); RGCH HOLDINGS CORP., a Delaware corporation (“Holdings”), as one of the guarantors; GREENVILLE TUBE COMPANY, a Delaware corporation (“Greenville Tube”), as one of the guarantors; the financial institutions who are or hereafter become parties to the Credit Agreement as Lenders (as hereinafter defined) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as agent (in such capacity, the “Agent”), is dated as of May 4, 2009 and entered into by and among Borrower, the other Credit Parties signatory hereto, the Lenders signatory hereto and Agent.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 3 to the Employment Agreement (the “Amendment”) is made as of December 9, 2008, by and between RathGibson, Inc., a Delaware corporation (the “Company”) RGCH Holdings Corp., RG Tube Holdings LLC (as assignee of RGCH Holdings LLC) (collectively, the “Employers”), and Barry Nuss (the “Executive”).
SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION MULTIPLE DRAW TERM LOAN AGREEMENT Dated as of July [__], 2009 Among RathGibson, Inc., as a Debtor and Debtor-in- Possession, as Borrower and The Subsidiaries and Parent of the Borrower Party Hereto, each a...Entire Agreement • July 14th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
Secured Super-Priority Debtor-In-Possession Multiple Draw Term Loan Agreement, dated as of July [__], 2009, among RathGibson, Inc., a Delaware corporation, as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (as defined below) (the “Borrower”), RGCH Holdings Corp., a Delaware corporation (the “Parent” or “Parent Guarantor”), as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code, and the Subsidiaries (as defined below) of the Borrower listed on the signature pages hereof as Subsidiary Guarantors, each as a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Subsidiary Guarantors” and together with the Parent Guarantor, the “Guarantors”), the Lenders (as defined below) party hereto, and Wilmington Trust FSB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Harley B. Kaplan ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • Louisiana
EMPLOYMENT AGREEMENT (“Agreement”) dated as of February 27, 2008 (the “Effective Date”), among RathGibson, Inc., a Delaware corporation (the “Company”), and Richard E. Lore, Sr. (the “Executive” and, together with the Company, the “Parties”).
STOCK PURCHASE AGREEMENT Among RGCH HOLDINGS LLC, RGCH HOLDINGS CORP. and RG TUBE HOLDINGS LLC APRIL 28, 2007Stock Purchase Agreement • May 2nd, 2007 • Greenville Tube CO • Steel pipe & tubes • New York
THIS AGREEMENT (“Agreement”) is made as of April 28, 2007, by and among RG Tube Holdings LLC, a Delaware limited liability company (the “Buyer”), RGCH Holdings Corp., a Delaware corporation (the “Company”) and RGCH Holdings LLC, a Delaware limited liability company (the “Seller”). Unless otherwise provided, capitalized terms used herein are defined in Article X below.
JOINDER AND AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes • New York
THIS AMENDMENT NO. 1, dated as of June 15, 2007 (this “Amendment”), to the STOCK PURCHASE AGREEMENT dated as of the 28th day of April, 2007 (as previously amended, the “Purchase Agreement”) by and among RGCH Holdings LLC, a Delaware limited liability company (the “Seller”), RGCH Holdings Corp., a Delaware corporation (the “Company”), and RG Tube Holdings LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
This Amendment #1, dated as of November 10, 2008 (this “Amendment”), is to the Employment Agreement, dated as of March 31, 2008, between RathGibson, Inc., a Delaware corporation (the “Company”), and Michael G. Schwartz (the “Executive” and, together with the Company, the “Parties”) (the “Employment Agreement”). Any capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Employment Agreement.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 2 (this “Amendment”) to the Credit Agreement, dated as of February 7, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and entered into by and among RATHGIBSON, INC., a Delaware corporation (“Borrower”); RGCH HOLDINGS CORP., a Delaware corporation (“Holdings”), as one of the guarantors; GREENVILLE TUBE COMPANY, a Delaware corporation (“Greenville Tube”), as one of the guarantors; the financial institutions who are or hereafter become parties to the Credit Agreement as Lenders (as hereinafter defined) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as agent (in such capacity, the “Agent”), is dated as of June 15, 2007 and entered into by and among Borrower, the other Credit Parties signatory hereto, the Lenders signatory hereto and Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Jeffrey J. Nelb ("Employee").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 3rd, 2008 • Greenville Tube CO • Steel pipe & tubes • Louisiana
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2008, by and among RathGibson, Inc., a Delaware corporation (the “Purchaser”), Mid-South Control Line, Inc., a Louisiana corporation (the “Company”), Richard E. Lore, Sr. (“Lore”), both individually and as Trustee of: (i) the REL Grantor Retainer Annuity Trust No. 1, a Louisiana trust (“Lore Trust No. 1”); (ii) the REL Grantor Retainer Annuity Trust No. 2, a Louisiana trust (“Lore Trust No. 2”); and (iii) the REL Grantor Retainer Annuity Trust No. 3, a Louisiana trust (“Lore Trust No. 3” and, together with Lore Trust No. 1 and Lore Trust No. 2, the “Lore Trusts”), and Barry J. Hebert (“Hebert”). Lore, the Lore Trusts and Hebert are sometimes referred to herein individually as a “Stockholder” and collectively as the “Stockholders”.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
RathGibson, Inc. (the “Company”), and its affiliated companies, RGCH Holdings Corp. (“Holdings”) and RG Tube Holdings LLC (as successor by assignment to RGCH Holdings LLC) (the “LLC”), and Barry Nuss (the “Executive”) (together, the “Parties”) entered into an employment agreement, dated as of April 17, 2006, as amended (the “Employment Agreement”). Any capitalized terms used but not defined herein have the respective meanings set forth in the Employment Agreement. The Parties hereby agree that this Separation Agreement and General Release (this “Agreement”), dated as of December 16, 2008, sets forth their complete agreement and understanding regarding the termination of the Executive’s employment with the Company.
AMENDMENT NO. 1 TO ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 28th, 2008 • Greenville Tube CO • Steel pipe & tubes • New York
THIS AMENDMENT NO. 1, dated as of October 9, 2007 (this “Amendment”), to the ADVISORY SERVICES AGREEMENT dated as of the June 15, 2007 (the “Agreement”) by and among RG Tube Holdings LLC (“RG Tube”), RGCH Holdings Corp. (“RGCH Holdings”), RathGibson, Inc. (“RathGibson” and collectively with RG Tube and RGCH Holdings, the “Company”) and DLJ Merchant Banking, Inc (“DLJMB”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2007 • Greenville Tube CO • Steel pipe & tubes • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Employment Agreement") dated as of April 25, 2007, among RathGibson, Inc. (the "Company") and its affiliated companies, RGCH Holdings Corp. ("Holdings") and RGCH Holdings LLC (the "LLC"), and Jeffrey J. Nelb (the "Executive") (together, the "Parties"). This Employment Agreement amends and restates the Employment Agreement entered into among the Parties, dated September 11, 2007 (the "Prior Employment Agreement"), and supersedes and replaces any and all other prior offers, agreements, statements and representations made, whether written or oral. Any other agreement, arrangement or understanding between the parties hereto shall be of no further effect.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and David Pudelsky ("Employee").
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
This Amendment #1, dated as of December 9, 2008 (this “Amendment”), is to the Employment Agreement, dated as of November 12, 2007, between RathGibson, Inc. (the “Company”) and its affiliated companies, RGCH Holdings Corp. and RG Tube Holdings LLC, and Timothy L. Thomsen (the “Executive”) (together, the “Parties”) (the “Employment Agreement”). Any capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Employment Agreement.
DLJ Merchant Banking, Inc. Eleven Madison Avenue New York, NY 10010 June 15, 2007Greenville Tube CO • June 21st, 2007 • Steel pipe & tubes • New York
This Advisory Services Agreement (this “Agreement”) confirms our understanding that RG Tube Holdings LLC (which, together with its subsidiaries and affiliates, including, without limitation, RGCH Holdings Corp. (“RGCH Holdings”) and RathGibson, Inc. (“RathGibson”) is hereinafter referred to as the “Company” or “you”) has engaged DLJ Merchant Banking, Inc. and its affiliates, successors and assigns, as appropriate (“DLJMB” or “we”), to act as its financial advisor, and DLJMB has accepted such engagement, with respect to the matters described in Section 1 below.
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
This Amendment No. 2, dated as of December 9, 2008 (this “Amendment”), is to the Amended and Restated Employment Agreement, dated as of April 25, 2007, between RathGibson, Inc. (the “Company”) and its affiliated companies, RGCH Holdings Corp. and RG Tube Holdings LLC (as assignee of RGCH Holdings LLC), and Jeffrey J. Nelb (the “Executive”) (together, the “Parties”), as amended by Amendment No. 1 to Amended and Restated Employment Agreement dated as of June 15, 2007 (the “Employment Agreement”). Any capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Employment Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 15th, 2008 • Greenville Tube CO • Steel pipe & tubes • New York
RathGibson, Inc. (the “Company”), and its affiliated companies, RGCH Holdings Corp. (“Holdings”) and RG Tube Holdings LLC (f/k/a RGCH Holdings LLC) (the “LLC”), and Harley B. Kaplan (the “Executive”) (together, the “Parties”) entered into an employment agreement, dated as of February 7, 2006, as amended (the “Employment Agreement”). Any capitalized terms used but not defined herein have the respective meanings set forth in the Employment Agreement. The Parties hereby agree that this Separation Agreement and General Release (this “Agreement”) sets forth their complete agreement and understanding regarding the termination of the Executive’s employment with the Company.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • April 11th, 2008 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 5 (this “Amendment”) to the Credit Agreement, dated as of February 7, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), and entered into by and among RATHGIBSON, INC., a Delaware corporation (“Borrower”); RGCH HOLDINGS CORP., a Delaware corporation (“Holdings”), as one of the guarantors; GREENVILLE TUBE COMPANY, a Delaware corporation (“Greenville Tube”), as one of the guarantors; the financial institutions who are or hereafter become parties to the Credit Agreement as Lenders (as hereinafter defined) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as agent (in such capacity, the “Agent”), is dated as of April 8, 2008 and entered into by and among Borrower, the other Credit Parties signatory hereto, the Lenders signatory hereto and Agent.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 2 to the Employment Agreement (the “Amendment”) is made as of October 17, 2008, by and between RathGibson, Inc., RGCH Holdings Corp., RG Tube Holdings LLC (as assignee of RGCH Holdings LLC) (collectively, the “Employers”), and Barry Nuss (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
EMPLOYMENT AGREEMENT (“Employment Agreement”) dated as of November 12, 2007 (the “Effective Date”), among RathGibson, Inc. (the “Company”) and its affiliated companies, RGCH Holdings Corp. (“Holdings”) and RG Tube Holdings LLC (the “LLC”), and Timothy L. Thomsen (the “Executive”) (together, the “Parties”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Nick Cray ("Employee").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and C. Michael Griffith ("Employee").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes
This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Barry Nuss ("Executive").
LEASE AGREEMENT by and between AGNL RATHGIBSON, L.L.C., a Delaware limited liability company, as LANDLORD andLease Agreement • April 25th, 2007 • Greenville Tube CO • Steel pipe & tubes • New York
LEASE AGREEMENT (as amended, supplemented or modified, this “Lease”), made as of this 22nd day of December, 2006, between AGNL RATHGIBSON, L.L.C., a Delaware limited liability company (together with its successors and assigns “Landlord”), with an address at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor New York, New York 10167-0094, and RATHGIBSON, INC., a Delaware corporation (together with its successors and permitted assigns, “Tenant”) with an address at 2505 Foster Avenue, Janesville, WI 53547.
PLAN SUPPORT AGREEMENTPlan Support Agreement • July 14th, 2009 • Greenville Tube CO • Steel pipe & tubes • New York
This PLAN SUPPORT AGREEMENT (this “Agreement”), dated as of July 13, 2009, is entered into by and among RathGibson, Inc. (“RGI”), Greenville Tube Company (“GTC”, and together with RGI, the “Company” or the “Debtors”), and the holders of the Senior Notes (as defined below) of RGI signatory hereto (together with their respective successors and permitted assigns, the “Consenting Holders” and each, a “Consenting Holder”). The Company, each Consenting Holder and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred herein as the “Parties” and individually as a “Party”.
