Counterpart to Registration Rights Agreement among Metal Services Merger Sub Corp., Metal Services Holdco LLC, Credit Suisse Securities (USA) LLC, Tube City IMS Corporation, Tube City, LLC, and International Mill Service, Inc.
This document is a counterpart to a Registration Rights Agreement dated January 25, 2007. Upon completion of a merger, Tube City IMS Corporation, Tube City, LLC, and International Mill Service, Inc. agree to assume and be bound by all obligations under the original Registration Rights Agreement, including those of the issuer, company, and guarantors. The agreement ensures these parties are subject to the same terms and responsibilities as the original signatories, particularly regarding registration rights for securities. The obligations take effect upon the merger's consummation.
EXHIBIT 4.4
Counterpart to the Registration Rights Agreement
Upon consummation of the Merger (as defined in the Purchase Agreement), the undersigned hereby agrees to assume and be bound by all of the obligations of Metal Services Merger Sub Corp., a Delaware corporation, under the Registration Rights Agreement dated January 25, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the Initial Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 5(a) of the Registration Rights Agreement. The undersigned further agrees that all references to the “Issuer” and the “Company” in the Registration Rights Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Registration Rights Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.
[Signature on following page]
Dated: January 25, 2007
| TUBE CITY IMS CORPORATION | ||||
| By | /s/ Thomas E. Lippard | |||
| Name: | Thomas E. Lippard | |||
| Title: | Executive Vice President | |||
Signature page to the Counterpart to the Registration Rights Agreement
Counterpart to the Registration Rights Agreement
Upon consummation of the Merger (as defined in the Purchase Agreement), the undersigned hereby agrees to assume and be bound by all of the obligations of a Guarantor under the Registration Rights Agreement dated January 25, 2007, among Metal Services Merger Sub Corp., Metal Services Holdco LLC, a Delaware limited liability company, and Credit Suisse Securities (USA) LLC, as representative for the Initial Purchasers. For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 5(a) of the Registration Rights Agreement. The undersigned further agrees that all references to the “Guarantors” in the Registration Rights Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Registration Rights Agreement containing such references. Capitalized terms used, but not defined, in this Counterpart to the Registration Rights Agreement shall have the meanings assigned to them in the Registration Rights Agreement.
[Signatures on following page]
Dated: January 25, 2007
| TUBE CITY, LLC | ||||
| By | /s/ Thomas E. Lippard | |||
| Name: | Thomas E. Lippard | |||
| Title: | Executive Vice President | |||
| INTERNATIONAL MILL SERVICE, INC. | ||||
| By | /s/ Leon Z. Heller | |||
| Name: | Leon Z. Heller | |||
| Title: | Senior Vice President | |||
Signature page to the Counterpart to the Registration Rights Agreement
