GLOBAL BRASS AND COPPER, INC., as Issuer the GUARANTORS named herein 9.50% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of June 1, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral AgentIndenture • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
INDENTURE dated as of June 1, 2012 among Global Brass & Copper, Inc., a Delaware corporation (the “Company”), Global Brass & Copper Holdings, Inc. (“Holdings”), a Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Notes Collateral Agent (as defined herein).
Global Brass and Copper, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement June 1, 2012Exchange and Registration Rights Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
Global Brass and Copper, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375 million in aggregate principal amount of its 9.500% Senior Secured Notes due 2019, which are unconditionally guaranteed by the guarantors named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among GLOBAL BRASS AND COPPER, INC. CHASE BRASS AND COPPER COMPANY, LLC GBC METALS, LLC CHASE BRASS, LLC A.J. OSTER, LLC as Borrowers and GLOBAL BRASS AND COPPER HOLDINGS, INC. BRYAN METALS, LLC...Loan and Security Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
This Amended and Restated Loan and Security Agreement (“Agreement”) dated August 18, 2010 is entered into by and among Global Brass and Copper, Inc., a Delaware corporation (“Global Brass”), Chase Brass and Copper Company, LLC, a Delaware limited liability company (“CB&C”), GBC Metals, LLC, a Delaware limited liability company formerly known as Global Metals, LLC (“GBC Metals”), Chase Brass, LLC, a Delaware limited liability company (“Chase Brass”) and A.J. Oster, LLC, a Delaware limited liability company (“AJ Oster”, and together with Global Brass, CB&C, Chase Brass and GBC Metals, each a “Borrower” and collectively “Borrowers” as hereinafter further defined), Global Brass and Copper Holdings, Inc., a Delaware corporation (“Parent”), Bryan Metals, LLC, a Delaware limited liability company (“Bryan”), Olin Fabricated Metal Products, LLC, a Delaware limited liability company (“Metal”), Chase Industries, LLC, a Delaware limited liability company (“Chase”), A.J. Oster Foils, LLC, a Delawar
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated October 26, 2011 (this “Amendment No. 2”), is by and among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, “Agent”), and the financial institutions which are parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Global Brass and Copper, Inc., a Delaware corporation (“Global Brass”), Chase Brass and Copper Company, LLC, a Delaware limited liability company (“CB&C”), GBC Metals, LLC (formerly known as Global Metals, LLC), a Delaware limited liability company (“GBC Metals”), Chase Brass, LLC, a Delaware limited liability company (“Chase Brass”) and A.J. Oster, LLC, a Delaware limited liability company (“AJ Oster”, and together with Global Brass, CB&C, GBC Me
PLEDGE AND SECURITY AGREEMENT dated as of June 1, 2012 between EACH OF THE GRANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral AgentPledge and Security Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GLOBAL BRASS AND COPPER HOLDINGS, INC. (“Holdings”), GLOBAL BRASS AND COPPER, INC. (the “Issuer”), CHASE BRASS AND COPPER COMPANY, LLC, GBC METALS, LLC, CHASE BRASS, LLC, A.J. OSTER, LLC, BRYAN METALS, LLC, OLIN FABRICATED METAL PRODUCTS, LLC, CHASE INDUSTRIES, LLC, A.J. OSTER FOILS, LLC, A.J. OSTER CARIBE, LLC, A.J. OSTER WEST, LLC (each a “Subsidiary Party” and collectively the “Subsidiary Parties”), and each of the Subsidiaries of Holdings or the Issuer party hereto from time to time as an Additional Grantor (as herein defined) (each of the foregoing entities, a “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Notes Collateral Agent”).
SENIOR LIEN INTERCREDITOR AGREEMENT dated as of June 1, 2012 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Facility Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Senior Secured Notes, WELLS FARGO BANK, NATIONAL...Senior Lien Intercreditor Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
This Agreement governs the relationship between the Senior Secured Lien Obligations Secured Parties (as defined herein) as a group, on the one hand, and the ABL Facility Secured Parties, on the other hand, with respect to the Collateral, and, if applicable, the relationship of the holders of Senior Secured Lien Obligations among themselves with respect to the Collateral to the extent of their respective interests therein. In addition, it is understood and agreed that not all of the holders of Senior Secured Lien Obligations may have security interests in all of the Collateral and nothing in this agreement is intended to give rights to any Person in any Collateral in which such Person (or their Representative or Collateral Agent) does not otherwise have a security interest.
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated June 1, 2012 (this “Amendment No. 3”), is by and among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, “Agent”), and the financial institutions which are parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Global Brass and Copper, Inc., a Delaware corporation (“Global Brass”), Chase Brass and Copper Company, LLC, a Delaware limited liability company (“CB&C”), GBC Metals, LLC (formerly known as Global Metals, LLC), a Delaware limited liability company (“GBC Metals”), Chase Brass, LLC, a Delaware limited liability company (“Chase Brass”) and A.J. Oster, LLC, a Delaware limited liability company (“AJ Oster”, and together with Global Brass, CB&C, GBC Metals
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • September 18th, 2012 • Global Brass & Copper Holdings, Inc. • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER, dated May 13, 2011 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (in such capacity, “Agent”), and the financial institutions which are parties to the Loan Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Global Brass and Copper, Inc., a Delaware corporation (“Global Brass”), Chase Brass and Copper Company, LLC, a Delaware limited liability company (“CB&C”), GBC Metals, LLC (formerly known as Global Metals, LLC), a Delaware limited liability company (“GBC Metals”), Chase Brass, LLC, a Delaware limited liability company (“Chase Brass”) and A.J. Oster, LLC, a Delaware limited liability company (“AJ Oster”, and together with Global Brass, CB&C,
