LOAN AND SECURITY AGREEMENT by and among LATROBE STEEL COMPANY OH&R SPECIAL STEELS COMPANY as Borrowers and TOOLROCK HOLDING, INC. as Guarantor THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WACHOVIA BANK, NATIONAL ASSOCIATION as...Loan and Security Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
This Loan and Security Agreement dated March 6, 2008 is entered into by and among Latrobe Steel Company, a Pennsylvania corporation (“Latrobe”), and OH&R Special Steels Company, a Delaware corporation (“OH&R”, and together with Latrobe, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Toolrock Holding, Inc., a Delaware corporation (“Parent”, sometimes individually referred to herein as a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined), Wachovia Bank, National Association, a national banking association, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined), Wells Fargo Foothill, LLC, as Syndication Agent, and LaSalle Business Credit, LLC , PNC Bank, National Associa
MONITORING AND OVERSIGHT AGREEMENTMonitoring and Oversight Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Texas
This MONITORING AND OVERSIGHT AGREEMENT (this “Agreement”) is made and entered into effective as of December 8, 2006, among Latrobe Steel Company, a Pennsylvania corporation (together with its successors, the “Company”), Toolrock Holdings, Inc., a Delaware corporation (together with its successors, “Holdings” and together with the Company, the “Clients”) and Hicks Holdings Operating LLC (together with its successors, “Monitor”).
SECURITIES PURCHASE AGREEMENT by and among TOOLROCK INVESTMENT, LLC, TOOLROCK HOLDING, INC. and THE PURCHASERS NAMED ON THE SIGNATURE PAGES HERETO Dated as of March 17, 2010Securities Purchase Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 17, 2010 by and among Toolrock Investment, LLC, a Delaware limited liability company (the “LLC”); Toolrock Holding, Inc., a Delaware corporation and a majority-owned subsidiary of the LLC (the “Company”); and each of the purchasers named on the signature pages hereto (collectively, the “Purchasers”).
TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Massachusetts
This TRANSACTION SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of March 6, 2008, by and among Latrobe Steel Company, a Pennsylvania corporation (together with its successors, the “Company”). Toolrock Holding, Inc., a Delaware corporation (together with its successors, “Holding” and together with the Company, the “Clients”), and Watermill Management Company, LLC (together with its successors, “Advisor”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT TOOLROCK HOLDING, INC.Form of Incentive Stock Option Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
AGREEMENT made as of the day of , between Toolrock Holding, Inc. (the “Company”), a Delaware corporation, and , an employee of the Company or its subsidiaries (the “Employee”).
FORM OF RESTRICTED STOCK AGREEMENT TOOLROCK HOLDING, INC.Form of Restricted Stock Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
AGREEMENT made as of the day of (the “Grant Date”), between Toolrock Holding, Inc. (the “Company”), a Delaware corporation having its principal place of business in Latrobe, Pennsylvania, and of , (the “Participant”).
WAIVER AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTIntercreditor and Subordination Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
WAIVER AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated March 17, 2010 (this “Amendment No. 2”), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Latrobe Steel Company, a Pennsylvania corporation (“Latrobe”), OH&R Special Steels Company, a Delaware corporation (“OH&R”), Specialty Steel Supply, Inc., a Texas corporation (“Specialty Steel” and together with Latrobe and OH&R, each individually a “Borrower” and collectively, “Borrowers”), and Toolrock Holding, Inc., a Delaware corporation (“Parent”, sometimes individually referred to herein as a “Guarantor” and collectively, “Guarantors” as defined in the Loan Agreement).
STOCK PURCHASE AGREEMENT TOOLROCK HOLDING, INC.Stock Purchase Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 17, 2011, is made by and among Toolrock Holding, Inc., a Delaware corporation (the “Company”), B. Christopher DiSantis, an employee of the Company’s Affiliate (the “Employee”), and Toolrock Investment, LLC, a Delaware limited liability company and stockholder of the Company (the “Parent”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of , is made by and among Toolrock Holding, Inc., a Delaware corporation (the “Company”) having a place of business at One Cranberry Hill, 750 Marrett Road, Suite 401, Lexington, MA 02421, , an individual residing in , (the “Purchaser”), and Toolrock Investment, LLC, a Delaware limited liability company and stockholder of the Company (the “Parent”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENTLien Subordination Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT AND CONSENT, dated January 22, 2009 (this “Amendment No. 1”), is by and among Wachovia Bank, National Association, a national banking association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Latrobe Steel Company, a Pennsylvania corporation (“Latrobe”), OH&R Special Steels Company, a Delaware corporation (“OH&R”), Specialty Steel Supply, Inc., a Texas corporation (“Specialty Steel” and together with Latrobe and OH&R, each individually a “Borrower” and collectively, “Borrowers”), and Toolrock Holding, Inc., a Delaware corporation (“Parent”, sometimes individually referred to herein as a “Guarantor” and collectively, “Guarantors” as defined in the Loan Agreement).
LOAN AND SECURITY AGREEMENT by and among LATROBE STEEL COMPANY OH&R SPECIAL STEELS COMPANY SPECIALTY STEEL SUPPLY, INC. as Borrowers, TOOLROCK HOLDING, INC. as Guarantor, THE LENDERS FROM TIME TO TIME PARTY HERETO, and THE BANK OF NEW YORK MELLON as...Loan and Security Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
This Loan and Security Agreement (this “Agreement”) dated July 30, 2010 is entered into by and among Latrobe Steel Company, a Pennsylvania corporation (“Latrobe”), OH&R Special Steels Company, a Delaware corporation (“OH&R”), and Specialty Steel Supply, Inc., a Texas corporation (“SSS” together with Latrobe and OH&R, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Toolrock Holding, Inc., a Delaware corporation (“Parent,” sometimes individually referred to herein as a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined), and The Bank of New York Mellon, in its capacity as agent for Lenders (in such capacity, “Agent” as hereinafter further defined).
TOOLROCK INVESTMENT, LLC AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT March 17, 2010Registration Rights Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc.
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of the 17th day of March 2010 is entered into by and among Toolrock Investment, LLC, a Delaware limited liability company (the “Company”), Toolrock Holding, Inc., a Delaware corporation (the “Corporation”) and the Members listed on Schedule A attached hereto (each, a “Member”, and collectively, the “Members”).
STOCK OPTION AGREEMENT TOOLROCK HOLDING, INC.Stock Option Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) dated as of January 17, 2011, is made by and among Toolrock Holding, Inc., a Delaware corporation (the “Company”), B. Christopher DiSantis, an employee of the Company’s Affiliate (the “Employee”), and Toolrock Investment, LLC, a Delaware limited liability company and stockholder of the Company (the “Parent”).
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Pennsylvania
This CONFIDENTIAL EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 17, 2011 (the “Effective Date”), is made by and between Latrobe Steel Company, a Pennsylvania corporation doing business as Latrobe Specialty Steel Company (the “Company”), and B. Christopher DiSantis, an individual resident of the State of Ohio (the “Executive”). Collectively, the Company and Executive are referred to in this Agreement as the “Parties.”
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • New York
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT, dated July 30, 2010 (this “Amendment No. 3”), is by and among Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, a national banking association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Latrobe Steel Company, a Pennsylvania corporation (“Latrobe”), OH&R Special Steels Company, a Delaware corporation (“OH&R”), Specialty Steel Supply, Inc., a Texas corporation (“Specialty Steel” and together with Latrobe and OH&R, each individually a “Borrower” and collectively, “Borrowers”), and Toolrock Holding, Inc., a Delaware corporation (“Parent”, sometimes individually referred to herein as a “Guarantor” and collectively, “Guarantors” as defined in the Loan Agreement).
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 24th, 2011 • Latrobe Specialty Metals, Inc. • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of , , is made by and among Toolrock Holding, Inc., a Delaware corporation (the “Company”) having a place of business at One Cranberry Hill, 750 Marrett Road, Suite 401, Lexington, MA 02421, , an individual residing in the , (the “Purchaser”), and Toolrock Investment, LLC, a Delaware limited liability company and stockholder of the Company (the “Parent”).
