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 • August 7th, 2018 • 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.
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
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:
AGREEMENT TO DESIGNATE AND LEASELease Agreement • August 7th, 2018 • Synalloy Corp • Steel pipe & tubes
THIS AGREEMENT TO DESIGNATE AND LEASE (this “Agreement”) is made and entered into as of June ___, 2018 (“Effective Date”), by and between STORE CAPITAL ACQUISITIONS, LLC, a Delaware limited liability company (“Lessor”), and SYNALLOY CORPORATION, a Delaware corporation, on its own behalf and on behalf of Bristol Metals, LLC (“Lessee”). 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:
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 2018 • Synalloy Corp • Steel pipe & tubes
This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”), effective as of July 1, 2018, is entered into by and between Marcegaglia USA, Inc., a Pennsylvania corporation (“Seller”), and Bristol Metals, LLC, a Tennessee limited liability company (“Buyer”). Seller and Buyer may each be referred to herein individually as a “Party” and together as the “Parties”.
