FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 18th, 2016 • Raging Capital Management, LLC • Wholesale-metals service centers & offices
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Amendment”) is made as of May 16, 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.
EXCHANGE AGREEMENTExchange Agreement • May 18th, 2016 • Raging Capital Management, LLC • Wholesale-metals service centers & offices
Raging Capital Master Fund, Ltd. (each, an “Undersigned”), for itself and on behalf of the beneficial owners (if any) listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with A.M Castle & Co., a Maryland corporation (the “Company”), on May 16, 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.00% Convertible Senior Notes due 2017 (the “Existing Securities”) for new 5.25% Convertible Senior Secured Notes due 2019 (the “New Securities”) to be issued pursuant to that certain Indenture (the “New Indenture”) dated as of May 19, 2016, by and among the Company, the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee and collateral agent (the “New Trustee and Collateral Agent”).
