UNDERWRITING AGREEMENT By and Among SYNALLOY CORPORATION and STERNE, AGEE & LEACH, INC. and BB&T CAPITAL MARKETS, a division of BB&T SECURITIES, LLC As Representatives of the Several UnderwritersUnderwriting Agreement • September 30th, 2013 • Synalloy Corp • Steel pipe & tubes • New York
The undersigned, Synalloy Corporation, a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Synalloy Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Sterne, Agee & Leach, Inc. and BB&T Capital Markets, a division of BB&T Securities, LLC (hereinafter collectively referred to as “you” (including its correlatives) or the “Representatives”), and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
BETWEENAsset Purchase Agreement • August 11th, 2003 • Synalloy Corp • Steel pipe & tubes • North Carolina
LIMITED CONSENT, SECOND AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSCredit Agreement • December 29th, 2023 • Ascent Industries Co. • Steel pipe & tubes • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2021 • Synalloy Corp • Steel pipe & tubes • Virginia
This Employment Agreement (the “Agreement”) is made and entered into as of February 5, 2021 by and between Synalloy Corporation, a Delaware corporation (the “Corporation”), and Sally M. Cunningham, a resident of Ashland, Virginia (the “Employee”).
RIGHTS Agreement dated as of March 31, 2020 by and between SYNALLOY CORPORATION, as the Company, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights AgentRights Agreement • April 1st, 2020 • Synalloy Corp • Steel pipe & tubes • Delaware
This RIGHTS AGREEMENT, dated as of March 31, 2020 (this “Agreement”), is by and between Synalloy Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2016 • Synalloy Corp • Steel pipe & tubes • Virginia
This Employment Agreement (the “Agreement”) is made and entered into as of January 11, 2016 by and between Synalloy Corporation, a Delaware corporation (the “Corporation”), and Dennis M. Loughran, a resident of Glen Allen, Virginia (the “Employee”).
ASSET PURCHASE AGREEMENT BY AND BETWEENAsset Purchase Agreement • August 7th, 2018 • Synalloy Corp • Steel pipe & tubes • Delaware
ASSET PURCHASE AGREEMENT (“Agreement”), dated as of June 29, 2018, by and between Bristol Metals, LLC, a Tennessee limited liability company (the “Buyer”), and Marcegaglia USA, Inc., a Pennsylvania corporation (the “Seller”). Seller and Buyer may each be referred to herein individually as a “Party” and together as the “Parties”.
MASTER LEASE AGREEMENTMaster Lease Agreement • March 18th, 2019 • Synalloy Corp • Steel pipe & tubes
THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”) is made as of June ___, 2018 (the “Effective Date”), by and between STORE MASTER FUNDING XII, LLC, a Delaware limited liability company (“Lessor”), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and SYNALLOY CORPORATION, a Delaware corporation (“Lessee”), whose address is 4510 Cox Road, Suite 201, Richmond, VA 23060. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
Collective Bargaining AgreementCollective Bargaining Agreement • March 13th, 2018 • Synalloy Corp • Steel pipe & tubes
This Agreement effective January 6, 2018 is entered into between Bristol Metals, LLC (hereinafter referred to as the “Company”) and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC, on behalf of Local #5852-22, (hereinafter referred to as the “Union”) for the Company’s facility in Munhall, PA. The parties enter into this Agreement for the purpose of establishing wages, hours and other terms and conditions of employment for bargaining unit employees of this facility.
JOINT FILING AGREEMENTJoint Filing Agreement • May 15th, 2013 • Synalloy Corp • Steel pipe & tubes
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Synalloy Corporation, and that this Agreement be included as an Exhibit to such joint filing.
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN. § 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED). IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY, THIS AGREEMENT IS SUBJECT TO ARBITRATION...Employment Agreement • March 12th, 2013 • Synalloy Corp • Steel pipe & tubes • South Carolina
This Employment Agreement (the “Agreement”) is made and entered into as of January 24, 2013 by and between Synalloy Corporation, a corporation organized under the laws of the State of Delaware (the “Corporation”), and Craig C. Bram a resident of Richmond, Virginia (the “Employee”).
BB&T THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 7th, 2017 • Synalloy Corp • Steel pipe & tubes • South Carolina
This Agreement is entered into for purposes of amending and restating, in full, the provisions of the Second Amended and Restated Loan Agreement dated August 31, 2016 (the “Second Amended and Restated Loan Agreement”), as amended, by and among the parties hereto. Capitalized terms used in this Agreement without definition retain the meanings respectfully assigned to such terms in the Second Amended and Restated Loan Agreement.
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN. SECTION 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED). IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY, THIS AGREEMENT IS SUBJECT TO...Employment Agreement • March 28th, 2005 • Synalloy Corp • Steel pipe & tubes • South Carolina
This Agreement is effective upon its execution by and between Synalloy Corporation, a corporation organized under the laws of the State of Delaware (the "'Corporation"'), and Ronald H. Braam, a resident of Cleveland, Tennessee (the "'Employee"').
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN. SECTION 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED). IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY, THIS AGREEMENT IS SUBJECT TO...Employment Agreement • August 12th, 2004 • Synalloy Corp • Steel pipe & tubes • South Carolina
This Agreement is effective upon its execution by and between Synalloy Corporation, a corporation organized under the laws of the State of Delaware (the "'Corporation"'), and Ralph Matera, a resident of Johnson City, Tennessee (the "'Employee"').
TO FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 11th, 2014 • Synalloy Corp • Steel pipe & tubes
This Second Amendment to First Amended and Restated Loan Agreement (this “Amendment”) is made as of August 9, 2013 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”) and the following entities (collectively, the “Borrowers”):
AGREEMENT BETWEEN BRISTOL METALS, LLC AND UNITED STEELWORKERS OF AMERICA LOCAL 4586 DECEMBER 10, 2009Collective Bargaining Agreement • March 22nd, 2010 • Synalloy Corp • Steel pipe & tubes
THIS AGREEMENT, dated December 10, 2009, is entered into between BRISTOL METALS, L.L.C., Bristol, Tennessee (hereinafter referred to as the Company), and the UNITED STEELWORKERS on behalf of Local 4586 (hereinafter referred to as the Union).
SYNALLOY CORPORATION Up to $10,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 6th, 2018 • Synalloy Corp • Steel pipe & tubes • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2012 • Synalloy Corp • Steel pipe & tubes • Texas
This Employment Agreement (the “Agreement”) is effective August __, 2012 by and between Lee-Var, Inc., a Texas corporation doing business as Palmer of Texas (the “Corporation”), and Jimmie Dean Lee, a resident of San Angelo, Texas (the “Employee”).
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN. § 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED). IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY, THIS AGREEMENT IS SUBJECT TO ARBITRATION...Employment Agreement • June 28th, 2013 • Synalloy Corp • Steel pipe & tubes • South Carolina
This Employment Agreement (the “Agreement”) is made and entered into as of June 1, 2013 by and between Synalloy Corporation, a Delaware corporation (the “Corporation”), and Craig C. Bram, a resident of Richmond, Virginia (the “Employee”).
ContractAsset Purchase Agreement • December 29th, 2023 • Ascent Industries Co. • Steel pipe & tubes • Delaware
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
JBK: As discussed, all other terms & conditions from the Employment Agreement dated September 14, 2023 remain unchanged unless specifically modified within this amendment.Employment Agreement • February 15th, 2024 • Ascent Industries Co. • Steel pipe & tubes
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 25th, 2014 • Synalloy Corp • Steel pipe & tubes
This Fourth Amendment to First Amended and Restated Loan Agreement (this “Amendment”) is made as of November 21, 2014 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”) and the following entities (collectively, the “Borrowers”):
SYNALLOY CORPORATIONCollective Bargaining Agreement • December 13th, 2004 • Synalloy Corp • Steel pipe & tubes
Synalloy Corporation's Bristol Metals, L. P. subsidiary and the United Steelworkers of America Local 4586 have signed a five-year agreement effective December 9, 2004. The terms of the agreement include, among others, a 2.75 percent yearly cost-of-living adjustment and a $350 per employee signing bonus.
THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • November 9th, 2020 • Synalloy Corp • Steel pipe & tubes
THIS THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”) is made as of September 10, 2020 (the “Effective Date”), by and between STORE MASTER FUNDING XII, LLC, a Delaware limited liability company (“Lessor”), whose address is 8377 E. Hartford Drive, Suite 100, Scottsdale, Arizona 85255, and SYNALLOY CORPORATION, a Delaware corporation (“Lessee”), whose address is 4510 Cox Road, Suite 201, Richmond, VA 23060. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 28th, 2005 • Synalloy Corp • Steel pipe & tubes • Georgia
This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of February 15, 2005 by and among SYNALLOY CORPORATION, a Delaware corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower," and individually and collectively, jointly and severally, as "Borrowers"), and WELLS FARGO FOOTHILL, INC., formerly known as Foothill Capital Corporation, a California corporation ("Lender").
THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO S.C.CODE ANN. § 15-48-10 ET SEQ., CODE OF LAWS OF SOUTH CAROLINA, 1976 (AS AMENDED). IF THE SOUTH CAROLINA UNIFORM ARBITRATION ACT IS DEEMED NOT TO APPLY, THIS AGREEMENT IS SUBJECT TO ARBITRATION...Employment Agreement • March 25th, 2011 • Synalloy Corp • Steel pipe & tubes • South Carolina
Employment Agreement (the “Agreement”) effective January 24, 2011 by and between Synalloy Corporation, a corporation organized under the laws of the State of Delaware (the "Corporation"), and Craig C. Bram a resident of Richmond, Virginia (the "Employee").
STATE OF TENNESSEE )Employment Agreement • May 15th, 2001 • Synalloy Corp • Steel pipe & tubes
This Agreement is entered into as of the 25th day of November, 1996, by and between Manufacturers Soap and Chemical Company, a corporation organized under the laws of the State of Tennessee (the "Corporation") and Ronald H. Braam, a resident of Cleveland, Tennessee (the "Employee").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 29th, 2023 • Ascent Industries Co. • Steel pipe & tubes • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of December 22, 2023 (“Effective Date”), by and between Ascent Industries Co., a Delaware corporation (“Provider”) and Specialty Pipe & Tube Operations LLC, a Delaware limited liability company (“Purchaser”). Capitalized terms used herein shall have the meanings given thereto in the Asset Purchase Agreement by and among the Provider and Purchaser and Specialty Pipe & Tube, Inc. (the “Company”) dated as of December 22, 2023 (the “Purchase Agreement”).
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • June 29th, 2020 • Synalloy Corp • Steel pipe & tubes • Delaware
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of June 27, 2020 (the “Effective Date”) and amends the Rights Agreement, dated as of March 31, 2020 (the “Rights Agreement”), by and between Synalloy Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 7th, 2018 • Synalloy Corp • Steel pipe & tubes
This First Amendment to Third Amended and Restated Loan Agreement (this “Amendment”) is made as of June 29, 2018 by and among BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”) and Synalloy Corporation, a Delaware corporation, Synalloy Fabrication, LLC, a South Carolina limited liability company, Synalloy Metals, Inc., a Tennessee corporation, Bristol Metals, LLC, a Tennessee limited liability company, Manufacturers Soap & Chemical Company, a Tennessee corporation, Manufacturers Chemicals, LLC, a Tennessee limited liability company, Palmer of Texas Tanks, Inc., a Texas corporation, CRI Tolling, LLC, a South Carolina limited liability company, and Specialty Pipe & Tube, Inc., a Delaware corporation (sometimes individually a “Borrower” and collectively, the “Borrowers”) for purposes of amending (without novation, accord nor satisfaction) certain aspects and provisions of the following (all of the following sequentially, cumulatively and collectively, the “Loa
STOCK PURCHASE AGREEMENT among JIMMIE DEAN LEE JAMES VARNER STEVEN C. O’BRATE and SYNALLOY CORPORATION dated as of August 10, 2012Stock Purchase Agreement • August 24th, 2012 • Synalloy Corp • Steel pipe & tubes • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of August 10, 2012, is entered into by and between Jimmie Dean Lee, James Varner, Steven C. O’Brate (each such Person, a “Seller” and collectively, the “Sellers”), and Synalloy Corporation, a Delaware corporation (“Buyer”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • March 30th, 2004 • Synalloy Corp • Steel pipe & tubes
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this "Amendment") is entered into as of July 24, 2003 by and among SYNALLOY CORPORATION, a Delaware corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower," and individually and collectively, jointly and severally, as "Borrowers") and WELLS FARGO FOOTHILL, INC., formerly known as Foothill Capital Corporation, a California corporation ("Lender").
RESTATED SALARY AGREEMENTSalary Continuation Agreement • May 15th, 2001 • Synalloy Corp • Steel pipe & tubes
This Restated Agreement is effective the 1st day of January, 2001, between Manufacturers Soap and Chemical Company of Cleveland, Tennessee (hereinafter called "Company"), and Ronald H. Braam of Cleveland, Tennessee (hereinafter called "Employee"):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 28th, 2020 • Synalloy Corp • Steel pipe & tubes • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 26, 2020 (the “Effective Date”) by and between Synalloy Corporation, a Delaware corporation (“Company”), and Christopher Hutter, an individual (the “Executive”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 7th, 2018 • Synalloy Corp • Steel pipe & tubes
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2018 (“Effective Date”), by and between BRISTOL METALS, LLC, a Tennessee limited liability company or its affiliate or assignee (“Purchaser” or “Bristol”), MARCEGAGLIA USA, INC. (formerly DAMASCUS-BISHOP TUBE COMPANY), a Pennsylvania corporation (“Seller”). Except as otherwise expressly defined herein, capitalized terms will have the meanings set forth on Exhibit A attached hereto and incorporated herein by this reference. For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereby mutually covenant and agree as follows:
