REGISTRATION RIGHTS AGREEMENT by and among RHOMBUS MERGER CORPORATION to be merged with and into RYERSON INC., The Guarantors Listed on Schedule A Hereto and Banc of America Securities LLC Dated as of October 19, 2007Registration Rights Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 19, 2007, by and among Rhombus Merger Corporation, a Delaware corporation (“Merger Sub”), to be merged with and into Ryerson Inc., a Delaware corporation (the “Company”), the Guarantors listed on Schedule A hereto (collectively, the “Guarantors”), and Banc of America Securities LLC (the “Initial Purchaser”), which has agreed to purchase $425,000,000 aggregate principal amount of Merger Sub’s 12% Senior Secured Notes due 2015 (the “Fixed Rate Notes”) and $150,000,000 aggregate principal amount of the Merger Sub’s Floating Rate Senior Secured Notes due 2014 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees (as defined below) attached thereto are herein collectively referred to as the “Initial Securities.”
8 1/4% Senior Notes due 2011Indenture • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
INDENTURE dated as of December 13, 2004, among RYERSON TULL, INC., a Delaware corporation (the “Company”), RYERSON TULL PROCUREMENT CORPORATION, a Delaware corporation, in its capacity as Subsidiary Guarantor (as defined herein), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (the “Trustee”), as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”), by and between Ryerson Inc. (the “Corporation”) and Stephen E. Makarewicz (the “Executive”) effective as of February 28, 2007 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Illinois
THIS AGREEMENT, by and between Ryerson Tull, Inc. (the “Company”) and Terence R. Rogers (the “Executive”) effective as of July 23, 2001 (the “Effective Date”).
SECURITY AGREEMENT By RHOMBUS MERGER CORPORATION (to be merged with and into Ryerson Inc.), as Issuer and THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of October 19, 2007Security Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
This SECURITY AGREEMENT dated as of October 19, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RHOMBUS MERGER CORPORATION (to be merged with and into Ryerson Inc.), a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, solely in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) and acknowledged and agreed to by (i) WELLS FARGO BANK, NATIONAL ASSOCIATION on its behalf solely in its capacity as truste
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Delaware
This Indemnification Agreement (the “Agreement”) is made as of July 24, 2007 by and between Ryerson Inc., a Delaware corporation (the “Company”), and James M. Delaney (“Indemnitee”).
CREDIT AGREEMENT Dated: October 19, 2007 among THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent, and ABN AMRO Bank...Credit Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
THIS CREDIT AGREEMENT (this “Agreements”) is made on October 19, 2007, by and among RHOMBUS MERGER CORPORATION, a Delaware corporation (“Merger Sub”) (to be merged with and into RYERSON INC., a Delaware corporation (individually “Ryerson” and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, “Borrower Agent”)), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (“Ryerson & Son”), and RYERSON CANADA, INC., a Canadian corporation (“Ryerson Canada”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, “Administrative Agent”), BANK OF AMERICA, N.A., a national banking association, acting through its Canada branch (together with its successors
ContractSecurity Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DE
INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent Dated as of October 19, 2007Intercreditor Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 19, 2007 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as collateral agent for the ABL Secured Parties (as defined below), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Notes Secured Parties (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF RYERSON PAN-PACIFIC LLCLimited Liability Company Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Ryerson Pan-Pacific LLC (the “Company”) is entered into by Ryerson Inc. (“Ryerson”), a Delaware corporation, as the sole member (as defined in Schedule A, the “Member”) of the Company. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A.
AGREEMENT AND PLAN OF MERGER by and among RHOMBUS HOLDING CORPORATION, RHOMBUS MERGER CORPORATION, and RYERSON INC. July 24, 2007Merger Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 24, 2007 (this “Agreement”), by and among Ryerson Inc., a Delaware corporation (the “Company”), Rhombus Holding Corporation, a Delaware corporation (“Parent”), and Rhombus Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”).
GUARANTEE AND SECURITY AGREEMENT By RHOMBUS MERGER CORPORATION (to be merged with and into Ryerson Inc.) and THE PLEDGORS AND GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of October 19, 2007Guarantee and Security Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
This GUARANTEE AND SECURITY AGREEMENT dated as of October 19, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RHOMBUS HOLDING CORPORATION, a Delaware corporation (“Holdings”), RHOMBUS MERGER CORPORATION, a Delaware corporation (“Merger Sub”) (to be merged with and into RYERSON INC., a Delaware corporation (“Ryerson”)), and the U.S. Subsidiaries of Ryerson from to time to time party hereto in their capacities as pledgors, assignors and debtors hereunder (together with any successors in such capacities, (such U.S. Subsidiaries, the “Subsidiary Guarantors”) in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”) for the benefit of the Secured Parties (as hereinafter defined). The Subsidiary Guarantors, together with Hold
RYERSON CANADA, INC. as Grantor - and - BANK OF AMERICA, N.A. (acting through its Canada branch) as Canadian Agent GENERAL SECURITY AGREEMENT Dated as of October 19, 2007General Security Agreement • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • Ontario
General security agreement dated as of October 19, 2007 between Ryerson Canada, Inc. (the “Grantor”) and Bank of America, NA. (acting through its Canada branch), in its capacity as Canadian Agent for the benefit of the Canadian Secured Parties (in such capacity together with any successor in such capacity, the “Canadian Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 3rd, 2008 • J.M. Tull Metals Company, Inc. • Wholesale-metals service centers & offices • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 30, 2008, among RYERSON INC., a Delaware corporation and successor by merger to RHOMBUS MERGER CORPORATION, a Delaware corporation, with and into RYERSON INC. (the “Issuer”), the Guarantors (as that term is defined in the Indenture) and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
