exv10w13



 





Exhibit 10.13




FIRST AMENDMENT TO

COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT




     THIS FIRST AMENDMENT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this
“Amendment”), dated as of January 2, 2008, is by and among: (i) Bank of America, N.A. (in
its individual capacity herein referred to as the “Collateral Agent Bank” and in its
capacity as collateral agent herein referred to as the “Collateral Agent”), (ii) Bank of
America, N.A., a national banking association, as U.S. Agent under the Bank Credit Agreement for
the Bank Credit Agreement U.S. Lenders, (iii) The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company (together with their respective successors and
assigns as Holders of Notes, the “Noteholders”), (iv) The Northern Trust Company, an
Illinois banking corporation, as party to a Trade Agreement (together with its successors and
assigns, “Northern”), (v) A. M. Castle & Co., a Maryland corporation (together with its
successors and assigns, the “Company”) and (vi) the Guarantors party hereto.



RECITALS




     1. The Collateral Agent, the U.S. Agent, the Noteholders, Northern, the Company and the
Guarantors entered into that certain Amended and Restated Collateral Agency and Intercreditor
Agreement dated as of September 5, 2006 (the “Intercreditor Agreement”). Capitalized terms
used herein which are not defined herein and which are defined in the Intercreditor Agreement shall
have the same meanings as therein defined.



     2. The parties have agreed to amend the Intercreditor Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



AGREEMENT




     1. Amendments to the Intercreditor Agreement. Effective upon satisfaction of the
conditions precedent set forth in Section 2 below, the Intercreditor Agreement is hereby amended as
follows:




     (A)  Section 1. The following definitions in Section 1 are hereby amended to
read as follows:




     Bank Credit Agreement Debt. Shall mean all indebtedness, obligations
and liabilities of any of the Company and Guarantors to or for the benefit of U.S.
Agent and Bank Credit Agreement U.S. Lenders (or their Affiliates) arising or
incurred under the Bank Credit Agreement Documents or the Guaranties related
thereto, existing on the date of this Agreement or arising hereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured, arising by
contract, operation of law or otherwise, including, but not limited to,
Post-Petition Interest. Notwithstanding the foregoing, Bank Credit Agreement Debt
shall not include any obligations for the payment of principal in excess of
$240,000,000 (plus (i) the amount of any applicable fees and costs payable to U.S.
Agent or the U.S. Bank Credit Agreement Lenders (or their Affiliates) under the Bank
Credit Agreement Documents, (ii) all Bank Credit Agreement Swap Obligations, and
(iii) all Bank Credit Agreement Treasury Management Obligations) plus the amount of
any Additional Future Debt incurred under the Bank Credit Agreement.



 









 






     Bank Credit Agreement Treasury Management Obligations. Shall mean all
obligations, liabilities and indebtedness of any Obligor to any Bank Credit
Agreement U.S. Lender or any Affiliate of any Bank Credit Agreement U.S. Lender with
respect to any treasury management or similar services (i) provided to any such
Obligor by such Bank Credit Agreement U.S. Lender or its Affiliate or (ii)
guaranteed by any such Obligor.




     Guarantors. Shall mean each of Datamet, Inc., an Illinois corporation,
Keystone Tube Company, LLC, a Delaware limited liability company, Total Plastics,
Inc., a Michigan corporation, Paramont Machine Company, LLC, a Delaware limited
liability company, Advanced Fabricating Technology, LLC, a Delaware limited
liability company, Oliver Steel Plate Co., a Delaware corporation, Transtar
Inventory Corp., a Delaware corporation, Transtar Metals Corp., a Delaware
corporation and Transtar Marine Corp., a Delaware corporation, and any other party
that may from time to time hereafter execute and deliver a guaranty for the benefit
of any one or more of the Secured Parties guarantying the Secured Obligations
(collectively, the “Guaranties”). Notwithstanding the foregoing, the U.K. Borrower
and its Subsidiaries shall not be required to become Guarantors for purposes of this
Agreement.




     Principal Obligations. Shall mean Note Principal Obligations in an
amount not to exceed $75,000,000, the outstanding principal amount of Bank Credit
Agreement Debt (exclusive of Bank Credit Agreement Swap Obligations and Bank Credit
Agreement Treasury Management Obligations) in an amount not to exceed $240,000,000
and the outstanding principal amount of Trade Agreement Debt in an amount not to
exceed $10,000,000, and the outstanding principal amount of all Additional Future
Debt.




     Secured Parties. Shall mean the Collateral Agent for the ratable
benefit of the Bank Credit Agreement U.S. Lenders and each of the holders of Note
Debt, Bank Credit Agreement Debt, Trade Debt and Additional Future Debt.




     (B) Section 1.1. The definition of “U.K. Borrower” is hereby added to Section
1 of the Intercreditor Agreement in the appropriate alphabetical order to read as follows:




     U.K. Borrower. Shall mean A.M. Castle Metals UK, Limited.




     (C) Section 1.1. The definition of “Stock Pledge Agreement” is hereby deleted
from Section 1 of the Intercreditor Agreement.




     (D) Section 4.3. Section 4.3 of the Intercreditor Agreement is hereby amended
to read as follows:




     4.3 Additional Collateral. Each of U.S. Agent, each Noteholder,
Northern and each holder of Additional Future Debt hereby covenants and agrees that
it will not take, hold or suffer to exist any security interest in or Lien on any
assets as security for any of the Secured Obligations unless such security interest
or Lien is granted in favor of, or otherwise made available to, the Collateral Agent
for the benefit of U.S. Agent, the Noteholders, Northern and the holders of
Additional Future Debt as contemplated by this Agreement. Notwithstanding anything
contained herein, the U.S. Agent shall be permitted to take a security interest in
and a Lien on the assets of the U.K. Borrower and its Subsidiaries as security for
the obligations owing by such Persons under the Bank Credit Agreement Documents and
the U.S. Agent shall not be required to make such security interest and Lien
available to the Collateral Agent for the benefit of the Noteholders, Northern or
the holders of any Additional Future Debt.



 









 






     (E) Section 4.11. A new Section 4.11 is hereby added to the Intercreditor
Agreement is hereby amended to read as follows:




     30.3 Special Provisions Regarding Recoveries from the U.K. Borrower and its
Subsidiaries. If any Secured Party receives any payment from, or proceeds of
security interests in assets pledged for the benefit of such Secured Party by, the
U.K. Borrower or any of its Subsidiaries (a “U.K. Recovery”) at any time after any
amounts on account of the Secured Obligations have been received or recovered from
the Company, the Guarantors or the Collateral and have been distributed to the
Secured Parties in accordance with Section 4.1(b) or Section 4.2 (a
“Section 4.1 Distribution”), then the Collateral Agent shall recalculate (a
“Recalculation”) the proportionate shares of each Secured Creditor (as contemplated
by Section 4.1(b)) in the assets distributed pursuant to such Section 4.1
Distribution assuming that the U.K. Recovery had occurred immediately prior to such
Section 4.1 Distribution. If as a result of any Recalculation, and after taking
into account any prior Recalculations, any Secured Party has received an amount in
excess of the amount it would have received under Section 4.1(b) or
Section 4.2 if such U.K. Recovery had occurred immediately prior to such
Section 4.1 Distribution, such Secured Party will pay over to the other Secured
Parties such amount as shall result in each Secured Party receiving in respect of
the Secured Obligations owing to it its proportionate payment as contemplated by
Section 4.1(b) or Section 4.2, as the case may be, after giving
effect to the Recalculation; provided that if all or any part of such excess
payment is thereafter recovered from such Secured Party, such payment shall be
rescinded and the amount returned to the extent of such recovery, but without
interest.




     (F) Section 13.3. Section 13.3(b) of the Intercreditor Agreement is hereby
amended to read as follows:




     (b) No Secured Party may sell any Secured Obligation or any interest therein to
any Affiliate of the Company (other than a sale which constitutes a payment under a
Guaranty after an Event of Default), or accept any payment of a Secured Obligation
from an Affiliate of the Company (other than payments under a Guaranty after an
Event of Default), without the consent of the Majority Secured Parties;
provided, however, that the U.S. Agent and Bank Credit Agreement
U.S. Lenders may accept payments by the U.K. Borrower and/or its Subsidiaries of
obligations owing by such Persons under the Bank Credit Agreement Documents at any
time.



     2. Conditions Precedent. This Amendment shall become effective upon receipt by the
Collateral Agent of counterparts of this Amendment duly executed by the Collateral Agent, the
Majority Secured Parties, the Company and the Guarantors.



     3. First Amendment to the Bank Credit Agreement. Each of the Noteholders and Northern
hereby acknowledge and consent to the changes in the Bank Credit Agreement effected by the First
Amendment to Credit Agreement dated as of January 2, 2008.



     4. Counterparts/Telecopy. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. This Amendment may be transmitted and/or
signed by facsimile. The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually signed originals and shall be binding on
all parties. The Collateral Agent may also require that any such documents and signatures be
confirmed by a manually signed original thereof;
provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.



 









 





     5. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.



     6. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



 









 





     IN WITNESS WHEREOF each of the parties hereto has caused this Amendment to be duly executed on
the date first above written.



	 	 	 	 	 	 	 
	COLLATERAL AGENT:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/Michael Brashler
 

Michael Brashler
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	SECURED PARTIES:	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as U.S. Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/Michael Brashler
 

Michael Brashler
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/Keith Burson
 

Keith Burson
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ G. Anthony Coletta
 

G. Anthony Coletta
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ G. Anthony Coletta
 

G. Anthony Coletta
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	COMPANY:	 	A.M. CASTLE & CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael H. Goldberg
 

Michael H. Goldberg
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	GUARANTORS:	 	DATAMET, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President, Treasurer and Assistant Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	KEYSTONE TUBE COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TOTAL PLASTICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMONT MACHINE COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ADVANCED FABRICATING TECHNOLOGY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OLIVER STEEL PLATE CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TRANSTAR INVENTORY CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TRANSTAR METALS CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TRANSTAR MARINE CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence A. Boik
 

Lawrence A. Boik
	 	 
	 

	 	Title:
	 	Vice President