AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENTIntercreditor Agreement • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
THIS AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT (this “Amendment No. 1”) is entered into as of December 8, 2016, by and among Cantor Fitzgerald Securities, in its capacity as administrative and collateral agent for the First Lien Secured Parties (in such capacity, the “First Lien Agent” as hereinafter further defined), U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the Second Lien Secured Parties (in such capacity, the “Second Lien Agent”) and U.S. Bank National Association, a national banking association, in its capacity as trustee and collateral agent for the New Convertible Notes Secured Parties (in such capacity, the “New Convertible Notes Collateral Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
This Third Supplemental Indenture (this “Supplemental Indenture”) is made and entered into as of this 8th day of December, 2016, by and among A.M. Castle & Co., a Maryland corporation (the “Company”), the Guarantors party thereto (as defined in the Indenture (as defined below)) and U.S. Bank National Association, as trustee under the Indenture (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG A.M. Castle & co. AND the LENDERS party hereto DATED AS OF DECEMBER 8, 2016Registration Rights Agreement • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2016, by and among A.M. Castle & Co., a Maryland corporation (the “Company”) and each of the undersigned Lenders (as defined below).
CREDIT AND GUARANTY AGREEMENT dated as of December 8, 2016 among A.M. CASTLE & CO. and TOTAL PLASTICS, INC., as Borrowers, A.M. CASTLE & CO. (CANADA) INC., HY-ALLOY STEELS COMPANY, KEYSTONE SERVICE, INC. and KEYSTONE TUBE COMPANY, LLC, as Guarantors,...Credit and Guaranty Agreement • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices
This CREDIT AND GUARANTY AGREEMENT, dated as of December 8, 2016 is entered into by and among A.M. CASTLE & CO., a corporation organized under the laws of the state of Maryland (the “Company”) and TOTAL PLASTICS INC., a corporation organized under the laws of the state of Michigan (“TPI”; and together with the Company, each, a “Borrower” and collectively, the “Borrowers”), A.M. CASTLE & CO. (CANADA) INC., a corporation existing under the laws of the province of British Columbia, Canada (“Castle Canada”), HY-ALLOY STEELS COMPANY, a corporation organized under the laws of the state of Delaware (“HY-Alloy”), KEYSTONE SERVICE, INC., a corporation organized under the laws of the state of Indiana (“Keystone Service”) and KEYSTONE TUBE COMPANY, LLC, a limited liability company organized under the laws of the state of Delaware (“Keystone”; and together with Castle Canada, HY-Alloy, Keystone Service and each other Subsidiary (as defined below) of the Company party hereto from time to time as a
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2016, among HY-Alloy Steels Company, a Delaware corporation (“HY-Alloy”), Keystone Service, Inc., an Indiana corporation (“Keystone” and together with HY-Alloy, the “Guaranteeing Subsidiaries”), A. M. CASTLE & CO., a Maryland corporation and the parent of the Guaranteeing Subsidiaries (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 8, 2016, among HY-Alloy Steels Company, a Delaware corporation (“HY-Alloy”), Keystone Service, Inc., an Indiana corporation (“Keystone” and together with HY-Alloy, the “Guaranteeing Subsidiaries”), A. M. CASTLE & CO., a Maryland corporation and the parent of the Guaranteeing Subsidiaries (the “Company”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and as collateral agent.
WARRANT THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO WARRANT TO PURCHASE ______________ SHARES OF COMMON STOCK OF DISTRIBUTION DATE: December 8, 2016Warrant Agreement • December 14th, 2016 • Castle a M & Co • Wholesale-metals service centers & offices • New York
This certifies that, for value received, ___________________________, and its registered assigns (collectively, the “Holder”), is entitled to purchase from A.M. Castle & Co., a corporation incorporated under the laws of the State of Maryland (the “Company”), subject to the terms and conditions hereof, at any time before 5:00 p.m., New York time, on June 8, 2018, the number of fully paid and non-assessable shares of Common Stock of the Company set forth above at the Exercise Price (as defined below). The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Article V of this Warrant. The initial Exercise Price shall be [$0.50][$0.65].
