ZEKELMAN INDUSTRIES, INC., as Issuer and the Guarantors party hereto 9.875% Senior Secured Notes due 2023 INDENTURE Dated as of June 14, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
INDENTURE, dated as of June 14, 2016, as amended or supplemented from time to time (this “Indenture”), among ZEKELMAN INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Issuer”), certain subsidiaries of the Issuer from time to time parties hereto (the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Delaware
This Indemnification Agreement (this “Agreement”), dated as of , is by and between Zekelman Industries, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 14, 2016 among ZEKELMAN INDUSTRIES, INC., as the Borrower, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Collateral Agent, The Other Lenders Party Hereto, and GOLDMAN SACHS...Credit Agreement • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), this “Agreement”) is entered into as of June 14, 2016, among ZEKELMAN INDUSTRIES, INC. (formerly known as JMC Steel Group, Inc.), a Delaware corporation (the “Company” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Arrangers and Bookrunners, and Goldman Sachs, as Administrative Agent and Collateral Agent (in such capacity, the “Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 30, 2018 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger” or “Goldman Sachs”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.
Zekelman Industries, Inc. Class A Subordinate Voting Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 18th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
Zekelman Industries, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters” or “you,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) an aggregate of [●] shares of Class A Subordinate Voting Stock, par value $0.01 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the “Optio
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Delaware
This Stockholders Agreement (this “Agreement”) is made as of [ ], 2018, by and among: (i) Zekelman Industries, Inc., a Delaware corporation (the “Company”); (ii) Alan Zekelman (“AZ”); (iii) Barry Zekelman (“BZ”); and (iv) Clayton Zekelman (“CZ”, and together with AZ and BZ, the “Holders”, and each, a “Holder”). The Company and the Holders may be collectively referred to herein as the “Parties”, and each individually as a “Party.”
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 8, 2018 among WHEATLAND TUBE, LLC, as US Borrower 6582125 CANADA INC., as Canadian Borrower ZEKELMAN INDUSTRIES, INC., as Holdings and a Guarantor VARIOUS LENDERS, BANK OF AMERICA, N.A., BANK OF...Revolving Credit and Guaranty Agreement • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 8, 2018, is entered into by and among WHEATLAND TUBE, LLC, a Pennsylvania limited liability company (the “US Borrower”), 6582125 CANADA INC., a Canadian corporation (the “Canadian Borrower” and, collectively with the US Borrower, the “Borrowers”), ZEKELMAN INDUSTRIES, INC., a Delaware corporation (“Holdings”), as a Guarantor, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of [ ], 2018, by and among: (i) Zekelman Industries, Inc., a Delaware corporation (the “Company”); (ii) Alan Zekelman (“AZ”); (iii) Barry Zekelman (“BZ”); and (iv) Clayton Zekelman (“CZ”, and together with AZ and BZ, the “Investors”, and each, an “Investor”). The Company and the Investors may be collectively referred to herein as the “Parties”, and each individually as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Ontario
JOINT FILING AGREEMENT July 31, 2024Joint Filing Agreement • July 31st, 2024 • Zekelman Industries, Inc. • Steel pipe & tubes
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on the date hereof (including amendments thereto) with respect to the Common Shares, without par value, of Algoma Steel Group, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
ZEKELMAN INDUSTRIES, INC. as the U.S. Company - and - [CALLCO] as CallCo - and - 6582125 CANADA INC. as Can HoldCo - and -Exchange and Support Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Ontario
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 9, 2017 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of February 9, 2017 and is entered into by and among ZEKELMAN INDUSTRIES, INC., a Delaware corporation (the “Borrower”), GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the several banks and financial institutions parties hereto as Lenders. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referenced below.
