TimkenSteel Corp Sample Contracts

ADVANCE \Y 110.15ASSET BASED LENDING
Credit Agreement • October 5th, 2022 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 30, 2022, among TIMKENSTEEL CORPORATION, the other LOAN PARTIES from time to time party hereto, the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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CREDIT AGREEMENT dated as of June 30, 2014 among TIMKENSTEEL CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and BANK OF AMERICA, N.A. and HSBC BANK USA,...
Credit Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 30, 2014 among TIMKENSTEEL CORPORATION, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and BANK OF AMERICA, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.

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TIMKENSTEEL CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2016 6.00% Convertible Senior Notes due 2021
First Supplemental Indenture • May 31st, 2016 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens)

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 31, 2016 between TIMKENSTEEL CORPORATION, an Ohio corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.02),

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Deferred Shares Agreement
Deferred Shares Agreement • April 27th, 2017 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of Deferred Shares evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on February 15, 2017 (the “Date of Grant”), and the execution of a Deferred Shares Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on February 15, 2017.

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TIMKENSTEEL CORPORATION Time-Based Restricted Stock Unit Agreement
Time-Based Restricted Stock Unit Agreement • May 2nd, 2019 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of service-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on February 13, 2019, and the execution of a Restricted Stock Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on the same date.

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FORM SEVERANCE AGREEMENT
Severance Agreement • October 26th, 2017 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Severance Agreement (the “Agreement”) is dated as of the __day of _____, ____, between TimkenSteel Corporation, an Ohio corporation (the “Company”), and Employee (the “Employee”).

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Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • April 27th, 2017 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of Option Rights evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on February 15, 2017 (the “Date of Grant”), and the execution of an Option Rights agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on February 15, 2017; and

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TIMKENSTEEL CORPORATION Underwriting Agreement
Underwriting Agreement • May 31st, 2016 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

TimkenSteel Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $75,000,000 principal amount of its 6.00% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $11,250,000 principal amount of its 6.00% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 6.00% Convertible Senior Notes due 2021 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash, common shares (the “Underlying Securities”) of the Company, without par value (the “Common Shares”), or a combination thereof, at the Company’s election, subje

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EMPLOYEE MATTERS AGREEMENT between THE TIMKEN COMPANY and TIMKENSTEEL CORPORATION Dated as of June 30, 2014
Employee Matters Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens)

EMPLOYEE MATTERS AGREEMENT, dated as of June 30, 2014 (this “Employee Matters Agreement”), between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation and a preexisting, wholly owned subsidiary of Timken (“TimkenSteel”).

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METALLUS INC. Performance-Based Restricted Share Unit Agreement
Performance-Based Restricted Share Unit Agreement • May 9th, 2024 • Metallus Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based Restricted Share Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board, and the execution of a performance-based Restricted Share Unit agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee.

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TAX SHARING AGREEMENT
Tax Sharing Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

THIS TAX SHARING AGREEMENT (this “Agreement”), dated June 30,2014, is by and between The Timken Company (“Timken”), an Ohio corporation, and TimkenSteel Corporation (“TimkenSteel”), an Ohio corporation. Each of Timken and TimkenSteel is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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SEVERANCE AGREEMENT
Severance Agreement • February 25th, 2021 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Severance Agreement (the “Agreement”) is dated as of __________ ___, 20__ between TimkenSteel Corporation, an Ohio corporation (the “Company”), and __________ (the “Employee”).

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SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated June 30, 2014
Separation and Distribution Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30, 2014 (this “Agreement”), is between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation (“TimkenSteel”). Timken and TimkenSteel are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

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TIMKENSTEEL CORPORATION Performance-Based Restricted Stock Unit Agreement
Performance-Based Restricted Stock Unit Agreement • April 27th, 2017 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on February 15, 2017, and the execution of a performance-based Restricted Stock Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on February 15, 2017.

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Trademark License Agreement (the “Agreement”), effective as of June 30, 2014 (the “Effective Date”), is by and between The Timken Company (“Licensor”), an Ohio corporation, and TimkenSteel Corporation, an Ohio corporation (“Licensee”). In this Agreement, Licensor and Licensee are each referred to as a “Party” and together as the “Parties”.

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TIMKENSTEEL CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of December 15, 2020 6.00% Convertible Senior Notes due 2025
Second Supplemental Indenture • December 15th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of December 15, 2020 between TIMKENSTEEL CORPORATION, an Ohio corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.02),

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TIMKENSTEEL CORPORATION Performance-Based Restricted Share Unit Inducement Award Agreement
Performance-Based Restricted Share Unit Inducement Award Agreement • February 25th, 2021 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based restricted share units evidenced hereby (the “Grant”) was authorized by a resolution of the Compensation Committee (including any successors, the “Committee”) of the Board and the execution of a performance-based restricted share unit inducement award agreement substantially in the form hereof (this “Agreement”) was authorized by a resolution of the Committee;

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TIMKENSTEEL CORPORATION Restricted Share Unit Inducement Award Agreement
Restricted Share Unit Inducement Award Agreement • February 25th, 2021 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of service-based restricted share units evidenced hereby (the “Grant”) was authorized by a resolution of the Compensation Committee (including any successors, the “Committee”) of the Board, and the execution of a restricted share unit inducement award agreement substantially in the form hereof (this “Agreement”) was authorized by a resolution of the Committee;

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TIMKENSTEEL CORPORATION Performance-Based Restricted Share Unit Agreement
Performance-Based Restricted Share Unit Agreement • February 28th, 2024 • Metallus Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based Restricted Share Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board and the execution of a performance-based Restricted Share Unit agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee.

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TRANSITION SERVICES AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated June 30, 2014
Transition Services Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

THIS TRANSITION SERVICES AGREEMENT dated June 30, 2014 (this “Agreement”), is between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation (“TimkenSteel”). Timken and TimkenSteel are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

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NONCOMPETITION AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated June 30, 2014
Noncompetition Agreement • July 3rd, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This NONCOMPETITION AGREEMENT (this “Agreement”), dated as June 30, 2014 (the “Effective Date”), is between The Timken Company, an Ohio corporation, and TimkenSteel Corporation, an Ohio corporation.

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TimkenSteel to Purchase Group Annuity Contract for Retiree Pension Benefits
Group Annuity Contract • July 13th, 2022 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens)

CANTON, Ohio: July 13, 2022 – TimkenSteel (NYSE: TMST), a leader in high-quality specialty steel, manufactured components, and supply chain solutions, on July 7, 2022, entered into an agreement to purchase a group annuity contract from The Prudential Insurance Company of America (“Prudential”) to settle approximately $250 million of the company’s approximate $800 million in U.S. pension obligations under the TimkenSteel Corporation Bargaining Unit Pension Plan (the “Pension Plan”).

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Deferred Shares Agreement
Deferred Shares Agreement • May 2nd, 2019 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of Deferred Shares evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on February 13, 2019 (the “Date of Grant”), and the execution of a Deferred Shares Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on the same date.

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Performance-Based Restricted Share Unit Agreement
Performance-Based Restricted Share Unit Agreement • October 29th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based Restricted Share Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board and the execution of a performance-based Restricted Share Unit agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee.

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OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • May 15th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Officer Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and (“Indemnitee”), who is an officer of the Company.

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Director Restricted Share Unit Agreement
Director Restricted Share Unit Agreement • August 6th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of Restricted Share Units evidenced hereby was authorized by a resolution of the Board of Directors and is effective [______] (the “Date of Grant”), and the execution of a Director Restricted Share Units Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Board of Directors.

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TIMKENSTEEL CORPORATION Time-Based Restricted Share Unit Agreement
Time-Based Restricted Share Unit Agreement • May 6th, 2021 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of service-based Restricted Share Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board, and the execution of a Restricted Share Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee.

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NONCOMPETITION AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated , 2014
Noncompetition Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This NONCOMPETITION AGREEMENT (this “Agreement”), dated as , 2014 (the “Effective Date”), is between The Timken Company, an Ohio corporation, and TimkenSteel Corporation, an Ohio corporation.

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TIMKENSTEEL Corporation Director Deferred Shares Agreement
Director Deferred Shares Agreement • August 4th, 2016 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of Deferred Shares evidenced hereby was authorized by a resolution of the Board of Directors that was duly adopted on April 28, 2016 (the “Date of Grant”), and the execution of a Director Deferred Shares Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Board of Directors duly adopted on April 28, 2016.

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DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • May 15th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Director Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and (“Indemnitee”), who is a director of the Company.

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METALLUS INC. Time-Based Restricted Share Unit Agreement
Time-Based Restricted Share Unit Agreement • May 9th, 2024 • Metallus Inc. • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of service-based Restricted Share Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board, and the execution of a Restricted Share Unit agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 29th, 2016 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

This Amendment No. 1 to Amended and Restated Credit Agreement, dated as of February 26, 2016 (this “Amendment”), is among TimkenSteel Corporation, an Ohio corporation, as the Borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms not otherwise defined herein have the definitions provided therefor in the Credit Agreement referenced below.

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TIMKENSTEEL CORPORATION Performance-Based Restricted Stock Unit Agreement
Performance-Based Restricted Stock Unit Agreement • May 7th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

WHEREAS, the grant of performance-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on February 11, 2020, and the execution of a performance-based Restricted Stock Unit agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on February 11, 2020.

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 15th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Director and Officer Indemnification Agreement, dated as of , 2014 (this “Agreement”), is made by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and (“Indemnitee”), who is a director and an officer of the Company.

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TIMKENSTEEL CORPORATION CONVERTIBLE NOTES EXCHANGE AGREEMENT December 7, 2020
Convertible Notes Exchange Agreement • December 8th, 2020 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

INDENTURE, dated as of May 31, 2016, by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

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