REGISTRATION RIGHTS AGREEMENT by and among RYERSON INC., JOSEPH T. RYERSON & SON, INC., The Guarantors Listed on Schedule A Hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of October 10, 2012Registration Rights Agreement • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 10, 2012, by and among Ryerson Inc., a Delaware corporation (“Ryerson”), Ryerson’s wholly owned subsidiary, Joseph T. Ryerson & Son, Inc. (the “Co-Issuer” and together with Ryerson, the “Issuers”), the Guarantors listed on Schedule A hereto (the “Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith, as representative (the “Representative”) of the several Initial Purchasers (the “Initial Purchasers”) listed on Schedule A of the Purchase Agreement (as defined below), which have agreed to purchase $600,000,000 aggregate principal amount of the Issuers’ 9% Senior Secured Notes due 2017 (the “Initial Notes”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees (as defined below) attached thereto are herein collectively referred to as the “Initial Securities.”
11 1/4% SENIOR NOTES DUE 2018Indenture • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices • New York
This Indenture, dated as of October 10, 2012, is by and among Ryerson Inc., a Delaware corporation (the “Ryerson”), Ryerson’s wholly owned subsidiary, Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Co-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
RYERSON INC. and JOSEPH T. RYERSON & SON, INC. as Issuers and THE GUARANTORS PARTY HERETO 9% SENIOR SECURED NOTES DUE 2017 INDENTURE DATED AS OF OCTOBER 10, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeIndenture • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices • New York
This Indenture, dated as of October 10, 2012, is by and among Ryerson Inc., a Delaware corporation (“Ryerson”), Ryerson’s wholly owned Subsidiary, Joseph T. Ryerson & Son, Inc., a Delaware corporation (the “Co-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors (as defined herein) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
SECURITY AGREEMENT By RYERSON INC. and JOSEPH T. RYERSON & SON, INC., as Issuers and THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of October 10, 2012Security Agreement • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices
This SECURITY AGREEMENT dated as of October 10, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by RYERSON INC., a Delaware corporation (“Ryerson”), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (the “Co-Issuer” and, together with Ryerson, the “Issuers”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuers, 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 A
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EPE, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Operating Agreement • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) is entered into as of May 7, 2010 with respect to EPE, LLC (the “Company”).
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 10, 2012Intercreditor Agreement • June 27th, 2013 • Ryerson International Material Management Services, 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 10, 2012 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 • June 27th, 2013 • Ryerson International Material Management Services, 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.
Trademark Security AgreementTrademark Security Agreement • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices
Trademark Security Agreement, dated as of October 10, 2012, by RYERSON PROCUREMENT CORPORATION, a Delaware Corporation, and TURRET STEEL INDUSTRIES, INC., a Pennsylvania corporation (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent pursuant to the Indenture (in such capacity, the “Collateral Agent”).
OPERATING AGREEMENT OF IMPERIAL TRUCKING COMPANY, LLC (A Pennsylvania Limited Liability Company)Operating Agreement • June 27th, 2013 • Ryerson International Material Management Services, Inc. • Wholesale-metals service centers & offices • Pennsylvania
This Operating Agreement of IMPERIAL TRUCKING COMPANY, LLC (the “Company”) has been adopted as of August 4, 2011 by the original Members of the Company, including WAYNE GOULD who is a Member and also the sole Manager of the Company. This Agreement, as it may be ‘amended from time to time, shall be binding on any person who at the time is a Member, regardless of whether or not the person has executed this Agreement or any amendment hereto.
