0001193125-06-181940 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 21, 2004, between Mill Services Corporation, a Delaware corporation (“Company”) and Joseph Curtin (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of October 25, 2004 (this “Amendment No. 1”), to that certain Agreement and Plan of Merger, dated as of September 23, 2004 (the “Merger Agreement”), by and among Envirosource Holdings LLC (renamed Mill Services Holdings LLC), a Delaware limited liability company, EI Acquisition Co., a Delaware corporation, Envirosource, Inc., a Delaware corporation, the Principal Company Stockholders named therein, the Stockholder Representative named therein and Wellspring Capital Partners III, L.P., a Delaware limited partnership (“Wellspring”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given such terms in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER by and among ENVIROSOURCE HOLDINGS LLC EI ACQUISITION CO., ENVIROSOURCE, INC., THE PRINCIPAL COMPANY STOCKHOLDERS NAMED HEREIN, THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN, and WELLSPRING CAPITAL PARTNERS III, L.P. Dated...
Agreement and Plan of Merger • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 23, 2004, is by and among Envirosource Holdings LLC, a Delaware limited liability company (“Parent”), EI Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Envirosource, Inc., a Delaware corporation (the “Company”), the Company Stockholders named on Schedule I attached hereto and on the signature pages hereof who are signing this Agreement as of the date hereof (each, a “Principal Company Stockholder” and, collectively, the “Principal Company Stockholders”), GSC Recovery, Inc. (or any successor representative of the Company Stockholders, the “Stockholder Representative”), and Wellspring Capital Partners III, L.P., a New York limited partnership (“Guarantor”). Capitalized terms used in this Agreement are defined in Section 11.1 or in the applicable Section of this Agreement to which reference is made in Section 11.2.

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Pennsylvania

THIS AGREEMENT is made and entered into as of November 24, 2004 between Mill Services Corporation (formerly known as Envirosource, Inc.), a Delaware corporation (the “Company”), and Raymond S. Kalouche (the “Employee”).

REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2004 among MILL SERVICES CORPORATION and THE INVESTORS NAMED HEREIN
Registration Rights Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2004 (this “Agreement”), is by and among Mill Services Corporation, a Delaware corporation (the “Company”), Mill Services Holdings LLC, a Delaware limited liability company (“Holdings”), and the Investors (as defined herein).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT among INTERNATIONAL MILL SERVICE, INC. and TUBE CITY, LLC, as Borrowers, TUBE CITY IMS CORPORATION, The Several Lenders from Time to Time Parties Hereto, COMERICA BANK, SOVEREIGN BANK and LA SALLE BANK...
Credit Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2005, among TUBE CITY IMS CORPORATION, a Delaware corporation (“Holdings”), INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation (“IMS”), TUBE CITY, LLC, a Delaware limited liability company (“Tube City”; IMS and Tube City, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and the Second Lien Tranche C Term Loan Facility (in such capacity, the “Existing Lead Arrangers”), BEAR STEARNS & CO. INC. as sole lead arranger and sole bookrunner for the First Lien Tranche C Term Loan Facility (in such capacity, the “First Lien Tranche C Term Loan Facility Lead Arranger”; together with the Existing Lead Arranger, the “Lead Arrangers”), COMERICA BANK, SOVEREIGN BANK an

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2006 • Tube City IMS CORP • Steel works, blast furnaces & rolling & finishing mills • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 18, 2004, between Mill Services Corporation, a Delaware corporation (“Company”) and I. Michael Coslov (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.

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