FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Amendment”) is made as of May , 2016 by and among (a) the undersigned Support Party and (b) the A.M. Castle & Co. (the “Company”) (together, the “Parties”) and amends that certain Amended and Restated Transaction Support Agreement, dated as of March 16, 2016, by and among the Parties (the “TSA”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the TSA.
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices
[ ] (each, an “Undersigned”), for itself and on behalf of the beneficial owners (if any) listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with A.M Castle & Co., a Maryland corporation (the “Company”), on May [ ], 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.00% Convertible Senior Notes due 2017 (the “Existing Securities”) for shares of common stock, par value $0.01 per share, of the Company (the “Shares”).
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • May 13th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices
[ ] (each, an “Undersigned”), for itself and on behalf of the beneficial owners (if any) listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Securities (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with A.M Castle & Co., a Maryland corporation (the “Company”), on May [ ], 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 7.00% Convertible Senior Notes due 2017 (the “Existing Securities”) for new 5.25% Convertible Senior Secured Notes due 2019 (the “New Securities”) to be issued pursuant to that certain Indenture (the “New Indenture”) dated as of May , 2016, by and among the Company, the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee and collateral agent (the “New Trustee and Collateral Agent”).
