Exhibit 10(hh) AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • July 12th, 2002 • Material Sciences Corp • Coating, engraving & allied services • Illinois
EXHIBIT 4(g) OPTION AGREEMENTOption Agreement • May 26th, 1998 • Material Sciences Corp • Coating, engraving & allied services • Illinois
Page ARTICLE I Definitions.......................... 2 ARTICLE II Purpose of Operating Agreement, Designation of Operator and Term of AgreementOperating Agreement • October 15th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Illinois
CHANGE IN CONTROL AGREEMENT --------------------------- (Strategic Business Unit Group Vice President and General Manager ) CHANGE IN CONTROL AGREEMENT (this "Agreement") dated as of (DATE) by and --------- between [NAME OF SUBSIDIARY],...Change in Control Agreement • July 16th, 2001 • Material Sciences Corp • Coating, engraving & allied services • Illinois
Exhibit 10.1 CREDIT AGREEMENT Dated as of December 12, 1997Credit Agreement • December 30th, 1997 • Material Sciences Corp • Coating, engraving & allied services • Illinois
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • July 16th, 2001 • Material Sciences Corp • Coating, engraving & allied services
Asset Purchase Agreement By And Among Colorstrip, Inc., Material Sciences CorporationAsset Purchase Agreement • December 30th, 1997 • Material Sciences Corp • Coating, engraving & allied services • California
EXHIBIT 4(o) LOAN AND SECURITY AGREEMENT Dated as of October 11, 2001Loan and Security Agreement • October 15th, 2001 • Material Sciences Corp • Coating, engraving & allied services • Illinois
EXHIBIT 4(E) FIRST AMENDMENT TO NOTE AGREEMENT --------------------------------- Reference is hereby made to the Note Agreement dated as of February 15, 1997, as amended pursuant to a Waiver dated as of April 29, 1997 (together, the "Original...Note Agreement • May 26th, 1998 • Material Sciences Corp • Coating, engraving & allied services
Exhibit 10.1 ------------ WALBRIDGE COATINGS, AN ILLINOIS PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT Dated as of July 23, 1999Partnership Agreement • October 15th, 1999 • Material Sciences Corp • Coating, engraving & allied services
Exhibit 10(aa) PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of May 2, 2003 (this "Purchase Agreement") among ISG VENTURE INC., a Delaware corporation ("ISG Sub"), ISG ACQUISITION INC, a Delaware corporation ("ISG"); MSC WALBRIDGE COATINGS INC., a...Purchase Agreement • May 15th, 2003 • Material Sciences Corp • Coating, engraving & allied services • Illinois
EXHIBIT 4(i) SECOND AMENDMENT TO RIGHTS AGREEMENT THIS SECOND AMENDMENT to that certain Rights Agreement dated as of June 20, 1996 (the "Rights Agreement"), between Material Sciences Corporation, a Delaware corporation (the "Company"), and Mellon...Rights Agreement • January 30th, 2003 • Material Sciences Corp • Coating, engraving & allied services • Delaware
Exhibit 10(ff) LICENSE AGREEMENT THIS AGREEMENT, effective as of January 31, 2002, is by and between Material Sciences Corporation, a corporation of Delaware, having its principal place of business at 2200 East Pratt Boulevard, Elk Grove Village,...License Agreement • May 8th, 2002 • Material Sciences Corp • Coating, engraving & allied services • Illinois
EXHIBIT NO. 10(g) Employment Agreement effective February 27, 1991, between the Company and G. Robert Evans EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made and entered into the 22nd day of April, 1991, effective February 27, 1991 (the "Effective...Employment Agreement • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Illinois
AGREEMENTStandstill Agreement • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Delaware
By and amongPurchase Agreement • July 5th, 2001 • Material Sciences Corp • Coating, engraving & allied services • New York
Exhibit Number 10(m) First Amendment to Lease and Agreement dated as of May 30, 1986, between Corporate Property Associates and Corporate Property Associates 2 and Pre Finish Metals IncorporatedLease Agreement • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services
AGREEMENT AND PLAN OF MERGER by and among ZINK ACQUISITION HOLDINGS INC., ZINK ACQUISITION MERGER SUB INC. and MATERIAL SCIENCES CORPORATION Dated as of January 8, 2014Merger Agreement • January 9th, 2014 • Material Sciences Corp • Coating, engraving & allied services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 8, 2014 by and among Zink Acquisition Holdings Inc., a Delaware corporation (“Parent”), Zink Acquisition Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Material Sciences Corporation, a Delaware corporation (the “Company”).
ARTICLE I WAIVER ------Credit Agreement • July 16th, 2001 • Material Sciences Corp • Coating, engraving & allied services
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 26th, 1998 • Material Sciences Corp • Coating, engraving & allied services
EXHIBIT 10(r)Indemnification Agreement • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Delaware
Exhibit 2(d) ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 12th, 2002 • Material Sciences Corp • Coating, engraving & allied services • New York
FROMLease Guaranty • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services • New York
ARTICLE III Representations and WarrantiesParent Agreement • October 15th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Illinois
Exhibit 10(bb) TOLLING AGREEMENT TOLLING AGREEMENT (the "Agreement") dated as of May 6, 2003 among INTERNATIONAL STEEL GROUP INC. ("ISG"), a Delaware corporation, MSC WALBRIDGE COATINGS, INC., a Delaware corporation ("MSCWC"), and MATERIAL SCIENCES...Tolling Agreement • May 15th, 2003 • Material Sciences Corp • Coating, engraving & allied services • Illinois
Exhibit 10(n) Sublease dated as of May 30, 1986, between Pre Finish Metals Incorporated and Walbridge Coatings, an Illinois PartnershipSublease • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services
Credit AgreementCredit Agreement • April 15th, 2008 • Material Sciences Corp • Coating, engraving & allied services • Illinois
This agreement dated as of April 10, 2008 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”), whose address is 1201 S. Milwaukee Avenue, Libertyville, IL 60048, and MATERIAL SCIENCES CORPORATION (individually, the “Borrower” and if more than one, collectively, the “Borrowers”), whose address is 2200 E. Pratt Blvd., Elk Grove, IL 60007.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 4th, 2012 • Material Sciences Corp • Coating, engraving & allied services • Illinois
SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”), effective as of July 1, 2011 (the “Effective Date”), by and between Material Sciences Corporation, a Delaware corporation (the “Company”), and (the “Executive”).
FORM OF MATERIAL SCIENCES CORPORATION FISCAL 2005 PHANTOM STOCK UNIT AGREEMENT*Phantom Stock Unit Agreement • May 14th, 2004 • Material Sciences Corp • Coating, engraving & allied services • Illinois
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement’), dated as of this 9th day of March, 2004, by and between Material Sciences Corporation, a Delaware corporation (the “Company”), and «UnitHolder» (the “Unit Holder”), is entered into with reference to the following:
Continuing Security AgreementContinuing Security Agreement • April 15th, 2008 • Material Sciences Corp • Coating, engraving & allied services
Grant of Security Interest. MATERIAL SCIENCES CORPORATION (whether one or more, the “Borrower”, individually and collectively if more than one) grants to JPMorgan Chase Bank, N.A., whose address is 1201 S. Milwaukee Avenue, Libertyville, IL 60048 (together with its successors and assigns, the “Bank”) a continuing security interest in, pledges and assigns to the Bank all of the Collateral (as hereinafter defined) owned by the Borrower, all of the collateral in which the Borrower has rights or power to transfer rights and all Collateral in which the Borrower later acquires ownership, other rights or rights or power to transfer rights to secure the payment and performance of the Liabilities.
RETENTION AGREEMENTRetention Agreement • May 14th, 2004 • Material Sciences Corp • Coating, engraving & allied services • Delaware
RETENTION AGREEMENT (this “Agreement”) dated as of April 6, 2004 by and between MATERIAL SCIENCES CORPORATION, a Delaware corporation, and its subsidiaries (collectively, the “Company”), and Clifford D. Nastas (“Employee”) (capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in Section 9 hereof).
CREDIT AGREEMENT dated as of May 12, 2008 among MATERIAL SCIENCES CORPORATION and JPMORGAN CHASE BANK, N.A.Credit Agreement • May 16th, 2008 • Material Sciences Corp • Coating, engraving & allied services • Illinois
CREDIT AGREEMENT dated as of May 12, 2008 (as it may be amended or modified from time to time, this “Agreement”), by and among MATERIAL SCIENCES CORPORATION, a Delaware Corporation, and each of the other Loan Parties signatory hereto and JPMORGAN CHASE BANK, N.A.
ARTICLE I Definitions.......................... 2 ARTICLE II General Terms of Purchase and Sale............... 2 ARTICLE III Other Terms and Conditions 3.01. Title to Steel; Liability for Defective Steel................... 2 3.02. Reserved Production...Coating Agreement • October 15th, 1999 • Material Sciences Corp • Coating, engraving & allied services • Illinois
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • January 9th, 2014 • Material Sciences Corp • Coating, engraving & allied services
VOTING AGREEMENT (this “Agreement”), dated as of January 8, 2014, by and between Zink Acquisition Holdings Inc., a Delaware corporation (“Parent”), Privet Fund LP, a Delaware limited partnership (“Fund”), and Privet Fund Management LLC, a Delaware limited liability company (“Manager”, and with Fund, each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
EXHIBIT 2(j)Further Amendments to Definitive Agreements • May 27th, 1999 • Material Sciences Corp • Coating, engraving & allied services
