REVOLVING CREDIT AGREEMENT Dated as of February 27, 2015 by and among ALERIS RECYCLING, INC. TO BE KNOWN AS REAL ALLOY RECYCLING, INC., (as Borrower Representative), THE OTHER BORROWERS PARTY HERETO FROM TIME TO TIME, THE OTHER PERSONS PARTY HERETO...Revolving Credit Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This REVOLVING CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of February 27, 2015, by and among ALERIS RECYCLING, INC., a Delaware corporation, to be known as Real Alloy Recycling, Inc., a Delaware corporation, on the Closing Date (“Real Alloy Recycling”), in its capacity as a U.S. Borrower and as the Borrower Representative, each of the other Persons identified on Schedule A as U.S. Borrowers (together with Real Alloy Recycling, collectively, the “U.S. Borrowers” and individually, a “U.S. Borrower”), ALERIS SPECIFICATION ALLOY PRODUCTS CANADA COMPANY, a company organized under the laws of Canada, to be known as Real Alloy Canada Ltd., a company organized under the laws of Nova Scotia, on the Closing Date (the “Canadian Borrower”; together with the U.S. Borrowers, collectively, the “Borrowers” and individually, a “Borrower”), the other Persons party hereto that
AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of February 26, 2015, by and among Aleris Corporation, a Delaware corporation (“Parent”), and Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc.), a Delaware corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 27, 2015 among Real Alloy Holding, Inc., a Delaware corporation (the “Company”), Real Alloy Intermediate Holding, LLC, a Delaware limited liability company (“Intermediate Holdings”), each of the Guarantors listed on the signature pages hereto (the “Additional Guarantors”), Wilmington Trust, National Association, as trustee under the Indenture (the “Trustee”) and Wilmington Trust, National Association, as notes collateral trustee under the Indenture (the “Notes Collateral Trustee”).
TABLE OF CONTENTSignature Group Holdings, Inc. • March 5th, 2015 • Wholesale-electrical apparatus & equipment, wiring supplies
INTERCREDITOR AGREEMENT Dated as of February 27, 2015 among GENERAL ELECTRIC CAPITAL CORPORATION, as North America ABL Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Trustee and acknowledged and agreed to by REAL ALLOY...Intercreditor Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of February 27, 2015, and entered into by and among (i) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), in its capacity as “Agent” for the holders of the “Obligations” under the North America ABL Credit Agreement (as defined below), including its successors and assigns from time to time (the “North America ABL Agent”), (ii) WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), not in its individual capacity, but solely in its capacity as notes collateral trustee under the Indenture Pari Passu Lien Documents (as defined below), including its successors and assigns from time to time (the “Notes Collateral Trustee”) and (iii) acknowledged and agreed to by REAL ALLOY INTERMEDIATE HOLDING, LLC, a Delaware limited liability company (“Holdings”), REAL ALLOY HOLDING, INC, (f/k/a SGH Acquisition Holdco, Inc. and a successor by merger to SGH Escrow Corporation), a Delaware corporation (the “Company”), and the Grantor
U.S. REVOLVING GUARANTY AND SECURITY AGREEMENT Dated as of February 27, 2015 by ALERIS RECYCLING, INC. TO BE KNOWN AS REAL ALLOY RECYCLING, INC., as a U.S. Borrower, and EACH OTHER U.S. BORROWER AND GRANTOR FROM TIME TO TIME PARTY HERETO in favor of...Joinder Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This U.S. REVOLVING GUARANTY AND SECURITY AGREEMENT (including all exhibits, annexes and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated as of February 27, 2015, by Aleris Recycling, Inc., a Delaware corporation, to be known as Real Alloy Recycling, Inc., a Delaware corporation, on the Closing Date, Aleris Recycling Bens Run, LLC, a Delaware limited liability company, to be known as Real Alloy Bens Run, LLC, a Delaware limited liability company, on the Closing Date, Aleris Specialty Products, Inc., a Delaware corporation, to be known as Real Alloy Specialty Products, Inc., a Delaware corporation, on the Closing Date, Aleris Specification Alloys, Inc., a Delaware corporation, to be known as Real Alloy Specification, Inc., a Delaware corporation, on the Closing Date, and ETS Schaefer, LLC, an Ohio limited liability company (collectively, the “U.S. Borrowers”) and each of the other entities listed on the signature pages he
PLEDGE AND SECURITY AGREEMENT dated as of February 27, 2015 between EACH OF THE GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral TrusteePledge and Security Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of February 27, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Real Alloy Intermediate Holding, LLC, a Delaware limited liability company (“Holdings”), Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc. and a successor by merger to SGH Escrow Corporation), a Delaware corporation (the “Issuer”), and each of the subsidiaries of Holdings or the Issuer party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with Holdings and the Issuer, each, a “Grantor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as notes collateral trustee for the Secured Parties (as herein defined) (in such capacity as notes collateral trustee, together with its successors and permitted assigns, the “Notes Collateral Trustee”).
CANADIAN REVOLVING GUARANTEE AND SECURITY AGREEMENT Dated as of February 27, 2015 by ALERIS SPECIFICATION ALLOY PRODUCTS CANADA COMPANY, as a Canadian Borrower, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favour of GENERAL ELECTRIC...Canadian Revolving Guarantee and Security Agreement • March 5th, 2015 • Signature Group Holdings, Inc. • Wholesale-electrical apparatus & equipment, wiring supplies • Ontario
This CANADIAN REVOLVING GUARANTEE AND SECURITY AGREEMENT (including all exhibits, annexes and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated as of February 27, 2015, by ALERIS SPECIFICATION ALLOY PRODUCTS CANADA COMPANY (the “Canadian Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Canadian Borrower, the “Grantors” and each, a “Grantor”), in favour of General Electric Capital Corporation (“GE Capital”), in its capacity as administrative agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
