REGISTRATION RIGHTS AGREEMENT by and among PNA Group, Inc. The Guarantors Listed on Schedule B Hereto and Banc of America Securities LLC Citigroup Global Markets Inc. Jefferies & Company, Inc. Morgan Stanley & Co. Incorporated UBS Securities LLC Dated...Registration Rights Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2006, by and among PNA Group, Inc., a Delaware corporation (the “Company”), the Guarantors listed on Schedule B hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, Citigroup Global Markets Inc., Jefferies & Company, Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 10 3/4% Senior Notes due 2016 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
10 3/4% SENIOR NOTES DUE 2016PNA Group Holding CORP • June 13th, 2007 • Wholesale-metals service centers & offices • New York
This Indenture, dated as of August 15, 2006, is by and among PNA Group, Inc., a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
ContractPNA Group Holding CORP • June 13th, 2007 • Wholesale-metals service centers & offices • New York
This Note is subject to the terms of that certain Debt and Lien Subordination Agreement dated on or about the date hereof between the Borrower, the Holder and Bank of America, N.A., a national banking association (the “Debt and Lien Subordination Agreement”) pursuant to which the obligations of the Borrower hereunder are subordinated to certain obligations of the Borrower to the lenders under that certain Amended and Restated Credit and Security Agreement among the Borrower, certain other parties and Bank of America, N.A., acting as collateral and administrative agent, for itself and such lenders, as the same may be amended or otherwise modified from time to time (the “Senior Credit Agreement”). This Note is secured by a second priority lien on the outstanding shares of capital stock of PNA Group, Inc., a wholly owned subsidiary of the Borrower (the “Subsidiary”) and the proceeds thereof, which lien is also subject to the terms of the Debt and Lien Subordination Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of February 14, 2006, among PREUSSAG NORTH AMERICA, INC., a New York Corporation (the “Seller”), PNA GROUP, INC., a Delaware corporation (the “Company”), TRAVEL HOLDING CORPORATION, a Delaware corporation (the “Purchaser”) and TRAVEL MERGER CORPORATION, a Delaware corporation and a wholly owned subsidiary of the Purchaser (“Merger Sub”).
SECOND CONSENT LETTER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT June 23, 2006Credit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
Reference is hereby made to that certain Amended and Restated Credit and Security Agreement, dated May 9, 2006 (the “Original Credit Agreement”), among PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), Smith Pipe & Steel Company, an Arizona corporation (“Smith”), Infra-Metals Co., a Georgia corporation (“Infra-Metals”), Feralloy Corporation, a Delaware corporation (“Feralloy”), Delta Steel L.P., a Texas limited partnership (“Delta Steel”), Delta GP, L.L.C., a Texas limited liability company (“Delta GP”), Delta LP, L.L.C., a Delaware limited liability company (“Delta LP”), Delnor Corporation, a Texas corporation (“Delnor”), and Travel Main Corporation, a Delaware corporation (“Travel Main”; PNA, Smith, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, and Travel Main are hereinafter referred to collectively as “Original Borrowers” and each individually as an “Original Borrower”); the various financial institutions that a
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated: May 9, 2006 among THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Lenders and BANK OF AMERICA, N.A., as Administrative Agent and WELLS FARGO FOOTHILL, LLC, as Syndication Agent and THE CIT...Credit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made on May 9, 2006, by and among PNA GROUP, INC. (individually “PNA” and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, “Borrower Agent”), a Delaware corporation with its chief executive office and principal place of business at 400 Northridge Road, Suite 850, Atlanta, Georgia 30350; SMITH PIPE & STEEL COMPANY, an Arizona corporation (“Smith”) with its chief executive office and principal place of business at 5599 San Felipe, Suite 600, Houston, Texas 77056; INFRA-METALS CO., formerly known as Preussag International Steel Corporation, a Georgia corporation (“Infra-Metals”), with its chief executive office and principal place of business at 400 Northridge Road, Suite 850, Atlanta, Georgia 30350; FERALLOY CORPORATION, a Delaware corporation (“Feralloy”) with its chief executive office and principal place of business at 8755 W. Higgins, Chicago, Illinois 60631; DEL
PNA GROUP LETTERHEAD]PNA Group Holding CORP • June 13th, 2007 • Wholesale-metals service centers & offices
FIRST CONSENT LETTER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT May 31, 2006Credit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices
Reference is hereby made to that certain Amended and Restated Credit and Security Agreement dated May 9, 2006 (the “Credit Agreement”), among PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), Smith Pipe & Steel Company, an Arizona corporation (“Smith”), Infra-Metals Co., a Georgia corporation (“Infra-Metals”), Feralloy Corporation, a Delaware corporation (“Feralloy”), Delta Steel L.P., a Texas limited partnership (“Delta Steel”), Delta GP, L.L.C., a Texas limited liability company (“Delta GP”), Delta LP, L.L.C., a Delaware limited liability company (“Delta LP”), Delnor Corporation, a Texas corporation (“Delnor”), and Travel Main Corporation, a Delaware corporation (“Travel Main”; PNA, Smith, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, and Travel Main are hereinafter referred to collectively as “Borrowers” and each individually as a “Borrower”); the various financial institutions that are signatories thereto as len
JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
THIS JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (“Agreement”) is made and entered into as of August 10, 2006, by and among DELNOR PROPERTY, LLC, a Delaware limited liability company (“DelnorProp”), DELTA STEEL PROPERTY, LLC, a Delaware limited liability company (“DeltaProp”), FERALLOY PROPERTY, LLC, a Delaware limited liability company (“FeralloyProp”), INFRA-METALS PROPERTY, LLC, a Delaware limited liability company (“InfraProp I”), INFRA-METALS PROPERTY II, LLC, a Delaware limited liability company (“InfraProp II”), METALS SUPPLY PROPERTY, LLC, a Delaware limited liability company (“MetalsProp”), and SMITH PIPE & STEEL PROPERTY, LLC, a Delaware limited liability company (“SmithProp”; DelnorProp, DeltaProp, FeralloyProp, InfraProp I, InfraProp II, MetalsProp and SmithProp are hereinafter referred to collectively as “New Borrowers” and each individually as a “New Borrower”); PNA GROUP, INC., a Delaware corporation and successor by merger to T
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTAnd Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 15th day of November, 2006, by and among PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), Smith Pipe & Steel Company, an Arizona corporation (“Smith”), Infra-Metals Co., a Georgia corporation (“Infra-Metals”), Feralloy Corporation, a Delaware corporation (“Feralloy”), Delta Steel L.P., a Texas limited partnership (“Delta Steel”), Delta GP, L.L.C., a Texas limited liability company (“Delta GP”), Delta LP, L.L.C., a Delaware limited liability company (“Delta LP”), Delnor Corporation, a Texas corporation (“Delnor”), Metals Supply Company, Ltd., a Texas limited partnership (“Metals Supply”), and MSC Management, Inc., a Texas corporation (“MSC”; and PNA, Smith, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Metals Supply and MSC, the “Borrowers” and each individually a “Borrower”); the Lenders (as d
March 23, 2007PNA Group Holding CORP • June 13th, 2007 • Wholesale-metals service centers & offices
THIRD CONSENT LETTER AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT August 10, 2006Credit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
Reference is hereby made to that certain Amended and Restated Credit and Security Agreement dated May 9, 2006, as amended by that certain First Consent and First Amendment to Amended and Restated Credit and Security Agreement dated May 31, 2006, as further amended and supplemented by that certain Joinder Agreement and Supplement to Amended and Restated Credit and Security Agreement dated May 31, 2006, as further amended by that certain Second Consent and Second Amendment to Amended and Restated Credit and Security Agreement dated June 23, 2006, as further amended by that certain Third Amendment to Amended and Restated Credit and Security Agreement dated July 13, 2006, as further amended and supplemented by that certain Joinder Agreement for Revolver Commitment dated July 13, 2006 (and as further amended, restated, supplemented or otherwise modified at any time, the “Credit Agreement”), among PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“
FOURTH CONSENT LETTER AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT January 29, 2007Credit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
Reference is hereby made to that certain Amended and Restated Credit and Security Agreement dated May 9, 2006, as amended by that certain First Consent Letter and First Amendment to Amended and Restated Credit and Security Agreement dated May 31, 2006, as further amended and supplemented by that certain Joinder Agreement and Supplement to Amended and Restated Credit and Security Agreement dated May 31, 2006, as further amended by that certain Second Consent Letter and Second Amendment to Amended and Restated Credit and Security Agreement dated June 23, 2006, as further amended by that certain Third Amendment to Amended and Restated Credit and Security Agreement dated July 13, 2006, as further amended and supplemented by that certain Joinder Agreement for Revolver Commitment dated July 13, 2006, as further amended by that certain Third Consent Letter and Fourth Amendment to Amended and Restated Credit and Security Agreement dated August 10, 2006, as further amended and supplemented by t
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTAnd Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into this 13th day of July, 2006, by and among PNA Group, Inc., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), Smith Pipe & Steel Company, an Arizona corporation (“Smith”), Infra-Metals Co., a Georgia corporation (“Infra-Metals”), Feralloy Corporation, a Delaware corporation (“Feralloy”), Delta Steel L.P., a Texas limited partnership (“Delta Steel”), Delta GP, L.L.C., a Texas limited liability company (“Delta GP”), Delta LP, L.L.C., a Delaware limited liability company (“Delta LP”), Delnor Corporation, a Texas corporation (“Delnor”), and Travel Main Corporation, a Delaware corporation (“Travel Main”), Lockwood Acquisition, LLC, a Delaware limited liability company (“Lockwood Acquisition”), Clinton & Lockwood, Ltd., a Texas limited partnership (“C&L”), Metals Supply Company, Ltd., a Texas limited partnership (“Metals Supply”), and MSC Ma
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Texas
EMPLOYMENT AGREEMENT (the “Agreement”) dated January 1, 2007 by and between DELTA STEEL, L.P., a Texas limited partnership (the “Company”) and Mr. Robert A. Embry, 21 Woodsborough Circle, Houston, Texas 77055 (“Mr. Embry”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on May 31, 2006, but effective as of June 1, 2006 (the “Effective Date”), by and between Andrew L. Diamond, an individual (“Executive”), and Metals Supply Company, Ltd., a Texas limited partnership (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • New York
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of May, 2006, by and among each of the Persons listed on Schedule A attached hereto as Sellers (each, a “Seller” and collectively, “Sellers”), on the one hand, and PNA Group, Inc., a Delaware corporation (“PNA”), and Lockwood Acquisition, LLC, a Delaware limited liability company (“NewLLC” and, together with PNA, Purchasers”), on the other hand.
JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Georgia
THIS JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (“Agreement”) is made and entered into as of May 31, 2006, by and among LOCKWOOD ACQUISITION, LLC, a Delaware limited liability company (“Lockwood Acquisition”), CLINTON & LOCKWOOD, LTD., a Texas limited partnership (“C&L”), METALS SUPPLY COMPANY, LTD., a Texas limited partnership (“Metals Supply”), and MSC MANAGEMENT, INC., a Texas corporation (“MSC”; Lockwood Acquisition, C&L, Metals Supply and MSC are hereinafter referred to collectively as “New Borrowers” and each individually as a “New Borrower”); PNA GROUP, INC., a Delaware corporation and successor by merger to Travel Merger Corporation (“PNA”), SMITH PIPE & STEEL COMPANY, an Arizona corporation (“Smith”), INFRA-METALS CO., a Georgia corporation (“Infra-Metals”), FERALLOY CORPORATION, a Delaware corporation (“Feralloy”), DELTA STEEL L.P., a Texas limited partnership (“Delta Steel”), DELTA GP, L.L.C., a Texas limited liability company (“De
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • Illinois
EMPLOYMENT AGREEMENT (the “Agreement”) dated January 1, 2007 by and between FERALLOY CORPORATION a Delaware corporation (the “Company”) and Mr. Frank M. Walker, 125 Blackthorn Lane, Lake Forest, Illinois 60045 (“Mr. Walker”).
REGISTRATION RIGHTS AGREEMENT by and among PNA INTERMEDIATE HOLDING CORPORATION and Banc of America Securities LLC Citigroup Global Markets Inc. Goldman, Sachs & Co. Jefferies & Company, Inc. UBS Securities LLC Dated as of February 12, 2007Registration Rights Agreement • June 13th, 2007 • PNA Group Holding CORP • Wholesale-metals service centers & offices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2007, by and among PNA Intermediate Holding Corporation, a Delaware corporation (the “Company”), and Banc of America Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., Jefferies & Company, Inc. and UBS Securities LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Senior Floating Rate Toggle Notes due 2013 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
