EXHIBIT 4.10 ================================================================== ============== COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT DATED AS OF THE 20TH DAY OF MARCH, 2003Security Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
RECITALS --------Registration Rights Agreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ______ day of _________, 20___, by and between A. M. Castle & Co., a Maryland corporation (the “Company”), and _____________________ (“Indemnitee”).
Exhibit 10.8 EMPLOYMENT/NON-COMPETITION AGREEMENT THIS AGREEMENT, is made and entered into this 1st day of May, 2000, by and between A. M. CASTLE & CO., a Delaware corporation, with offices located at 3400 North Wolf Road, Franklin Park, Illinois...Non-Competition Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
A.M. CASTLE & CO. FIRST AMENDMENT AND WAIVER TO NOTE AGREEMENT $20,000,000 6.49% Senior Notes Due April 15, 2008Note Agreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
AGREEMENTAgreement • December 2nd, 2002 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
AGREEMENTAgreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices
INDENTURE, dated as of December 15, 2011, among A. M. CASTLE & CO., THE GUARANTORS PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent 12.750% Senior Secured Notes due 2016Supplemental Indenture • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York
INDENTURE dated as of December 15, 2011 among A.M. Castle & Co., a Maryland corporation, the Guarantors (as defined below), U.S. Bank National Association, as trustee (in such capacity the “Trustee”) and U.S. Bank National Association, as collateral agent (in such capacity the “Collateral Agent”).
EXHIBIT 4.11 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT dated as of March 20, 2003 (as modified, amended, restated or supplemented from time to time, this "AGREEMENT"), by and among: (1) U.S. Bank National Association, in its capacity as the...Intercreditor Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • New York
BY AND AMONG CASTLE SPFD, LLC, AS SELLER,Receivables Purchase and Servicing Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • New York
EX-Indenture • September 6th, 2017 • Castle a M & Co • Wholesale-metals service centers & offices • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2020 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Employer”), and Marec E. Edgar, a resident of Illinois (the “Employee”).
SEVERANCE AGREEMENTSeverance Agreement • April 22nd, 2015 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
THIS AGREEMENT (“Agreement”), made and entered into this 16th day of April, 2015 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and Steven W. Scheinkman (the “Executive”);
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York
INTERCREDITOR AGREEMENT dated as of March 27, 2020 (this “Intercreditor Agreement” as hereinafter further defined), among PNC Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, “First Lien Agent” as hereinafter further defined), and Wilmington Savings Fund Society, FSB, in its capacities as indenture trustee and collateral agent for the Second Lien Secured Parties (in such capacities, “Second Lien Agent” as hereinafter further defined).
BY AND AMONGReceivables Sale and Contribution Agreement • March 16th, 2005 • Castle a M & Co • Wholesale-metals service centers & offices • New York
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 19th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of May 19, 2016 by A.M. CASTLE & CO., a corporation organized under the laws of the State of Maryland (the “Company”), and the subsidiaries of the Company listed on the signature pages hereof as grantors (collectively, together with the Company, the “Grantors” and each one a “Grantor”), whose principal place of business and chief executive office (as those terms are used in the Uniform Commercial Code of the State of New York (the “New York UCC”)) are set forth beneath the corresponding signature for each such Grantor on the signature pages hereto, in favor of U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as collateral agent (in such capacity “Collateral Agent”), for the benefit of the Secured Parties, as hereinafter defined. The Grantors hereby agree with Collateral Agent as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG A.M. CASTLE & CO. AND THE INVESTORS PARTY HERETO DATED AS OF MARCH 27, 2020Registration Rights Agreement • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 27, 2020, by and among A.M. Castle & Co., a Maryland corporation (the “Company”), and each of the parties identified on the signature pages hereto (collectively, the “Investors”, and each an “Investor”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 22nd, 2015 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
THIS AGREEMENT (“Agreement”), made and entered into this 16th day of April, 2015 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and Steven W. Scheinkman (the “Executive”);
ContractRegistration Rights Agreement • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York
SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 2A. M. Castle & Co. • March 30th, 2020 • Wholesale-metals service centers & offices • New York
THIS SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 2 (this “Supplemental Indenture”), dated as of March 27, 2020, is between A. M. Castle & Co., a Maryland corporation (the “Company”), the Guarantors (as defined in the Indenture), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
A. M. CASTLE & CO. AND EACH OF THE GUARANTORS PARTY HERETO 7.00% CONVERTIBLE SENIOR NOTES DUE 2017Supplemental Indenture • December 21st, 2011 • Castle a M & Co • Wholesale-metals service centers & offices • New York
INDENTURE, dated as of December 15, 2011, between A. M. CASTLE & CO., a Maryland corporation (“Company,” as more fully set forth in Section 1.01), each of the Guarantors (as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (“Trustee,” as more fully set forth in Section 1.01).
SETTLEMENT AGREEMENTSettlement Agreement • November 4th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland
This SETTLEMENT AGREEMENT (the “Agreement”) is made as of November 4, 2016 by and among A. M. Castle & Co., a corporation organized and existing under the laws of the State of Maryland (the “Company”), the persons and entities listed on Schedule A hereto (collectively, the “Raging Capital Group” and each individually a “Member”) and Steven W. Scheinkman, Kenneth H. Traub, Allan J. Young and Richard N. Burger only with respect to the provisions of this Agreement applicable to Messrs. Scheinkman, Traub, Young and Burger as indicated on the signature page hereto.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 27th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • Illinois
This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”) and the individual named above (the “Grantee”). The Corporation hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained herein and in the 2017 Management Incentive Plan, and as may be further amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.
As Amended and Restated Effective as of January 1, 2015)Castle a M & Co • March 16th, 2016 • Wholesale-metals service centers & offices • Illinois
SETTLEMENT AGREEMENTSettlement Agreement • May 27th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland
This SETTLEMENT AGREEMENT (the “Agreement”) is made as of May 27, 2016 by and among A. M. Castle & Co., a corporation organized and existing under the laws of the State of Maryland (the “Company”), the persons and entities listed on Schedule A hereto (collectively, the “Raging Capital Group” and each individually a “Member”) and Kenneth H. Traub, Allan J. Young and Richard N. Burger only with respect to the provisions of this Agreement applicable to Messrs. Traub, Young and Burger as indicated on the signature page hereto.
FIRST AMENDMENT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency and Intercreditor Agreement • January 4th, 2008 • Castle a M & Co • Wholesale-metals service centers & offices
THIS FIRST AMENDMENT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Amendment”), dated as of January 2, 2008, is by and among: (i) Bank of America, N.A. (in its individual capacity herein referred to as the “Collateral Agent Bank” and in its capacity as collateral agent herein referred to as the “Collateral Agent”), (ii) Bank of America, N.A., a national banking association, as U.S. Agent under the Bank Credit Agreement for the Bank Credit Agreement U.S. Lenders, (iii) The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company (together with their respective successors and assigns as Holders of Notes, the “Noteholders”), (iv) The Northern Trust Company, an Illinois banking corporation, as party to a Trade Agreement (together with its successors and assigns, “Northern”), (v) A. M. Castle & Co., a Maryland corporation (together with its successors and assigns, the “Company”) and (vi) the Guarantors party hereto.
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 17th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • Delaware
This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is made and entered into as of March 14, 2016, by and among Total Plastics, Inc., a Michigan corporation (“Seller”), and Total Plastics Resource LLC, a Delaware limited liability company (“Buyer”).
FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Amendment”) is made as of May , 2016 by and among (a) the undersigned Support Party and (b) the A.M. Castle & Co. (the “Company”) (together, the “Parties”) and amends that certain Amended and Restated Transaction Support Agreement, dated as of March 16, 2016, by and among the Parties (the “TSA”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the TSA.
SEVERANCE AGREEMENTSeverance Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);
AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENTThe Intercreditor Agreement • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
THIS AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT (this “Amendment No. 1”) is entered into as of December 8, 2016, by and among Cantor Fitzgerald Securities, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, the “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties (in such capacity, the “Second Lien Agent”) and U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the New Convertible Notes Secured Parties (in such capacity, the “New Convertible Notes Collateral Agent”).
Trust Indenture Act Section Indenture SectionIndenture • March 30th, 2020 • A. M. Castle & Co. • Wholesale-metals service centers & offices • New York
FOURTH AMENDMENT TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • March 11th, 2013 • Castle a M & Co • Wholesale-metals service centers & offices • Delaware
This Fourth Amendment to the Stock Purchase Agreement, dated as of September 13, 2012 (this “Amendment”), hereby amends that certain Stock Purchase Agreement, dated as of November 9, 2011, by and among Paul Sorensen and Jerry Willeford (together, the “Sellers”), A. M. Castle & Co., a Maryland corporation (the “Buyer”), and Tube Supply, LLC, a Texas limited liability company and successor-in-interest to Tube Supply, Inc., a Texas corporation (the “Company”), as amended by that certain Agreement and Amendment to the Stock Purchase Agreement, dated as of December 15, 2011, and that certain Second Amendment to the Stock Purchase Agreement, dated as of January 13, 2012, and that certain Third Amendment to the Stock Purchase Agreement dated as of May 11, 2012 (as so amended, the ‘SPA”). Unless otherwise defined herein, terms defined in the SPA and used herein shall have the meanings given to them in the SPA.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 12th, 2009 • Castle a M & Co • Wholesale-metals service centers & offices • Illinois
THIS AGREEMENT (“Agreement”), made and entered into this day of , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and (the “Executive”);
RIGHTS AGREEMENT A. M. CASTLE & CO. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT, DATED AS OF AUGUST 31, 2012Rights Agreement • August 31st, 2012 • Castle a M & Co • Wholesale-metals service centers & offices • Maryland
Rights Agreement, dated as of August 31, 2012 (the “Agreement”), between A. M. CASTLE & CO., a Maryland corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a limited liability trust company organized under the laws of the State of New York (the “Rights Agent”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • February 11th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of February 8, 2016 (this “Intercreditor Agreement” as hereinafter further defined), among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties (in such capacity, “Second Lien Agent” as hereinafter further defined), and, any Person which becomes party hereto pursuant to a Joinder Agreement, in its capacity as trustee and collateral agent for the New Convertible Notes Secured Parties (in such capacity, “New Convertible Notes Collateral Agent” as hereinafter further defined).
