Registration Rights Agreement (2007)Full Document 

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Tube City IMS Corporation

9 3/4% Senior Subordinated Notes due 2015


January 25, 2007


  As Representative of the Several Initial Purchasers,

      Eleven Madison Avenue,

          New York, New York 10010-3629

Dear Sirs:

Metal Services Merger Sub Corp., a Delaware corporation (the “Merger Sub”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, UBS Securities LLC and CIBC World Markets Corp. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 18, 2007 (the “Purchase Agreement”), $225,000,000 aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2015 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”), on a senior subordinated basis, by Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), and, immediately following the Merger (as defined in the Purchase Agreement), by each of the subsidiary guarantors listed in Schedule I hereto (collectively, the “Subsidiary Guarantors” and, together with Holdco, the “Guarantors” and, together with the Issuer (as defined below), the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the “Initial Indenture”), among Merger Sub, Holdco and The Bank of New York, as trustee (in such capacity, the “Trustee”), as supplemented by a supplemental indenture, dated as of the date hereof (the “Supplemental Indenture” and together with the Initial Indenture, the “Indenture”), among Tube City IMS Corporation, the Guarantors and the Trustee. As used in this Agreement, the term “Issuer” means, prior to the consummation of the Merger, Merger Sub and thereafter, Tube City IMS Corporation, a Delaware corporation. As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “Holders”), as follows:

1. Registered Exchange Offer. The Company shall, at its own cost, prepare and, not later than 180 days after (or if the 180th day is not a business day, the first business day thereafter) (such 180th day, or the first business day thereafter, being an “Exchange Offer Filing Deadline”) the date of original issue of the Initial Securities (the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 270 days (or if the 270th day is not a business day, the first business day thereafter) (such 270th day, or the first

business day thereafter, being an “Exchange Offer Effectiveness Deadline”) after the Issue Date of the Initial Securities and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company will be entitled to consummate the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

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