0001363346-07-000010 Sample Contracts

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Harley B. Kaplan ("Executive").

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JOINDER AND AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes • New York

THIS AMENDMENT NO. 1, dated as of June 15, 2007 (this “Amendment”), to the STOCK PURCHASE AGREEMENT dated as of the 28th day of April, 2007 (as previously amended, the “Purchase Agreement”) by and among RGCH Holdings LLC, a Delaware limited liability company (the “Seller”), RGCH Holdings Corp., a Delaware corporation (the “Company”), and RG Tube Holdings LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Purchase Agreement.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 2 (this “Amendment”) to the Credit Agreement, dated as of February 7, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), and entered into by and among RATHGIBSON, INC., a Delaware corporation (“Borrower”); RGCH HOLDINGS CORP., a Delaware corporation (“Holdings”), as one of the guarantors; GREENVILLE TUBE COMPANY, a Delaware corporation (“Greenville Tube”), as one of the guarantors; the financial institutions who are or hereafter become parties to the Credit Agreement as Lenders (as hereinafter defined) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as agent (in such capacity, the “Agent”), is dated as of June 15, 2007 and entered into by and among Borrower, the other Credit Parties signatory hereto, the Lenders signatory hereto and Agent.

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Jeffrey J. Nelb ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and David Pudelsky ("Employee").

DLJ Merchant Banking, Inc. Eleven Madison Avenue New York, NY 10010 June 15, 2007
Greenville Tube CO • June 21st, 2007 • Steel pipe & tubes • New York

This Advisory Services Agreement (this “Agreement”) confirms our understanding that RG Tube Holdings LLC (which, together with its subsidiaries and affiliates, including, without limitation, RGCH Holdings Corp. (“RGCH Holdings”) and RathGibson, Inc. (“RathGibson”) is hereinafter referred to as the “Company” or “you”) has engaged DLJ Merchant Banking, Inc. and its affiliates, successors and assigns, as appropriate (“DLJMB” or “we”), to act as its financial advisor, and DLJMB has accepted such engagement, with respect to the matters described in Section 1 below.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Nick Cray ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and C. Michael Griffith ("Employee").

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2007 • Greenville Tube CO • Steel pipe & tubes

This Amendment No. 1 to the Employment Agreement (the "Amendment") is made as of June 15, 2007, by and between RathGibson, Inc., RGCH Holdings Corp., RGCH Holdings LLC (collectively, the "Employers"), and Barry Nuss ("Executive").

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