AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and J. David Aronson (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the Effective Date (as defined below), among Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (“Company”) and Daniel E. Rosati (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 4A hereof.
TERM LOAN CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent and Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL SERVICES HOLDCO LLC, and The...Term Loan Credit Agreement • May 13th, 2010 • TMS International Corp. • New York
TERM LOAN CREDIT AGREEMENT dated as of January 25, 2007 (this “Agreement”), among METAL SERVICES MERGER SUB CORP., a Delaware corporation (the “Borrower”). METAL SERVICES HOLDCO LLC, a Delaware limited liability company (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Administrative Agent”).
Metal Services Acquisition Corp. Restricted Stock Plan Restricted Stock AgreementRestricted Stock Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into effective as of , 2007 (the “Date of Grant”), between Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and (the “Participant”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • New York
Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Raymond S. Kalouche (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.
ContractFirst Supplemental Indenture • May 13th, 2010 • TMS International Corp. • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 25, 2007, by and among Tube City IMS Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors listed on Exhibit A hereto (the “Subsidiary Guarantors”) and The Bank of New York, as trustee (the “Trustee”), to the Indenture, dated as of January 25, 2007, among Metal Services Merger Sub Corp., a Delaware corporation (the “Issuer”), Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), as a guarantor and the Trustee (the “Indenture”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • New York
Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and J. David Aronson (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.
ABL CREDIT AGREEMENT Dated as of January 25, 2007 Among THE FINANCIAL INSTITUTIONS PARTY HERETO as the Lenders, CREDIT SUISSE, as Administrative Agent, The CIT Group/Business Credit Inc., as Collateral Agent, METAL SERVICES MERGER SUB CORP., METAL...Abl Credit Agreement • May 13th, 2010 • TMS International Corp. • New York
ABL CREDIT AGREEMENT dated as of January 25, 2007 (this “Agreement”), among METAL SERVICES MERGER SUB CORP., a Delaware corporation (the “Borrower”), METAL SERVICES HOLDCO LLC, a Delaware limited liability company (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I), CREDIT SUISSE, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), and The CIT Group/Business Credit Inc., as collateral agent for the Lenders hereunder (in such capacity, the “Collateral Agent”).
LEASELease • May 13th, 2010 • TMS International Corp. • Pennsylvania
THIS LEASE (“Lease”) is entered into as of the 3rd day May, 2005, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation with its principal place of business at 1155 Business Center Drive, Horsham, Pennsylvania (“Tenant”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dated as of January 25, 2007Employment Agreement • May 13th, 2010 • TMS International Corp. • New York
Reference is made to that certain Amended and Restated Employment Agreement (the “Original Agreement”), dated as of the Effective Date as defined therein, by and between Tube City IMS Corporation (the “Company”), a Delaware corporation, and Joseph Curtin (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Original Agreement.
TRANSITION AGREEMENTTransition Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This agreement is made and entered into as of July 24, 2009 between Metal Services Acquisition Corp., a Delaware corporation (“Buyer”), Tube City IMS Corporation, a Delaware corporation (the “Company”), I Michael Coslov (the “Executive”), IMC Tube City Investments, LLC (“IMC LLC”) and IMC Tube City Holdings, Inc. (collectively with IMC LLC, the “IMC Entities”).
Tube City IMS Corporation Letterhead]Employment Agreement • May 13th, 2010 • TMS International Corp. • Pennsylvania
REGISTRATION AGREEMENTRegistration Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This Registration Agreement is made as of January 25, 2007, among Metal Services Acquisition Corp., a Delaware corporation (the “Company”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (the “Investors”).
ContractTerm Loan Credit Agreement • May 13th, 2010 • TMS International Corp. • New York
FIRST AMENDMENT dated as of December 18, 2009 (this “Amendment”), to the Term Loan Credit Agreement dated as of January 25, 2007 (the “Credit Agreement”), among TUBE CITY IMS CORPORATION (the “Borrower”), METAL SERVICES HOLDCO LLC (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent.
Tube City IMS Corporation Letterhead]Employment Agreement • May 13th, 2010 • TMS International Corp. • Pennsylvania
MANAGEMENT AGREEMENTManagement Agreement • May 13th, 2010 • TMS International Corp.
This Management Agreement (the “Agreement”) is entered into as of January 25, 2007, by and between Onex Partners Manager LP, a Delaware limited partnership (the “Consultant”) and Metal Services Acquisition Corp., a Delaware corporation (the “Company”).
Tube City IMS Corporation Letterhead]Employment Agreement • May 13th, 2010 • TMS International Corp. • Pennsylvania
INVESTOR STOCKHOLDERS AGREEMENTInvestor Stockholders Agreement • May 13th, 2010 • TMS International Corp. • Delaware
This Investor Stockholders Agreement is made as of January 25, 2007 among Metal Services Acquisition Corp., a Delaware corporation (the “Company”), Onex Partners II LP, a Delaware limited partnership (“Onex Partners”), the Stockholders listed on the signature pages of this Agreement and such other Stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof.
