as Company
By:
Name:
Title:
THE OTHER GRANTORS LISTED ON SCHEDULE I HERETO,
By:
Name:
Title:
ANNEX II-4
Schedule I to the
Supplement to the
Pari Lien Intercreditor Agreement
Grantors
[
]
EXHIBIT J
[FORM OF]
JUNIOR LIEN INTERCREDITOR AGREEMENT
Among
TUBE CITY IMS CORPORATION,
METAL SERVICES HOLDCO, LLC
and
the other Grantors party hereto,
JPMORGAN CHASE BANK, N.A.
as Senior Representative for the Credit Agreement Secured Parties
[
]
as the Initial Second Priority Representative
and
each additional Representative from time to time party hereto
dated as of [
], 20[
]
1
JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [
], 20[
] (as
amended, supplemented or otherwise modified from time to time, this
"Agreement"), among METAL SERVICES HOLDCO, LLC ("Holdings"), TUBE CITY IMS
CORPORATION, a Delaware corporation (the "Company"), the other Grantors (as
defined below) party hereto, JPMORGAN CHASE BANK, N.A. ("JPMCB") as
Representative for the Credit Agreement Secured Parties (in such capacity, the
"Administrative Agent"), [INSERT NAME AND CAPACITY], as Representative for the
Initial Second Priority Debt Parties (in such capacity and together with its
successors in such capacity, the "Initial Second Priority Representative"), and
each additional Second Priority Representative and Senior Representative that
from time to time becomes a party hereto pursuant to Section 8.09.
In consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Administrative Agent (for itself and on behalf of the Credit
Agreement Secured Parties), the Initial Second Priority Representative (for
itself and on behalf of the Initial Second Priority Debt Parties) and each
additional Senior Representative (for itself and on behalf of the Additional
Senior Debt Parties under the applicable Additional Senior Debt Facility) and
each additional Second Priority Representative (for itself and on behalf of the
Second Priority Debt Parties under the applicable Second Priority Debt Facility)
agree as follows:
SECTION 1.
Definitions
1.1 Certain Defined Terms. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Credit Agreement or, if defined in the
New York UCC, the meanings specified therein. As used in this Agreement, the
following terms have the meanings specified below:
"Additional Senior Debt" means any Indebtedness that is issued or guaranteed by
the Company and/or any Guarantor (other than Indebtedness constituting Credit
Agreement Obligations) which Indebtedness and Guarantees are secured by the
Senior Collateral (or a portion thereof) on a pari passu basis (but without
regard to control of remedies) with the Credit Agreement Obligations; provided,
however, that (i) such Indebtedness is permitted to be incurred, secured and
guaranteed on such basis by each Senior Debt Document and Second Priority Debt
Document and (ii) the Representative for the holders of such Indebtedness shall
have become party to (A) this Agreement pursuant to, and by satisfying the
conditions set forth in, Section 8.09 hereof and (B) the Pari Lien Intercreditor
Agreement and Term Loan/ABL Intercreditor Agreement. Additional Senior Debt
shall include any Registered Equivalent Notes