EACH LENDER HEREUNDER (A) CONSENTS TO THE SUBORDINATION
OF LIENS PROVIDED FOR IN THE TERM LOAN/ABL INTERCREDITOR AGREEMENT, (B) AGREES
THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF
THE TERM LOAN/ABL INTERCREDITOR AGREEMENT
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AND (C) AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE TERM
LOAN/ABL INTERCREDITOR AGREEMENT AS TERM LOAN AGENT AND ON BEHALF OF SUCH
LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS
UNDER THE ABL CREDIT AGREEMENT TO EXTEND CREDIT AND SUCH LENDERS ARE INTENDED
THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE TERM
LOAN/ABL INTERCREDITOR AGREEMENT.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
TUBE CITY IMS CORPORATION, as the Borrower By:
Name:
Title:
METAL SERVICES HOLDCO, LLC, as a Guarantor By:
Name:
Title:
TUBE CITY IMS, LLC, as a Guarantor By:
Name:
Title:
[Signature Page to Credit Agreement]
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By:
Name:
Title:
By:
Name:
Title:
[
],
as a Lender
By:
Name:
Title:
[Signature Page to Credit Agreement]