SECOND AMENDMENT TO SETTLEMENT AGREEMENT

EX-10.9 2 exhibit109-secondamendedrc.htm EXHIBIT 10.9 - SECOND AMENDED RAGING CAPITAL SETTLEMENT AGREEMENT Exhibit
EXHIBIT 10.9

SECOND AMENDMENT TO SETTLEMENT AGREEMENT
This SECOND AMENDMENT TO SETTLEMENT AGREEMENT (this “Amendment”) is made as of October 30, 2015 by and among A. M. Castle & Co., Raging Capital Master Fund, Ltd., Raging Capital Management, LLC, William C. Martin, Steven W. Scheinkman, Kenneth H. Traub and Allan J. Young.
RECITALS
WHEREAS, the parties hereto are parties to that certain Settlement Agreement, dated as of March 17, 2015, as amended on April 22, 2015, (the “Agreement”); and
WHEREAS, pursuant to Section 5.5 of the Agreement, the parties desire to amend the Agreement in certain respects, effective as of the date hereof.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
AMENDMENT TO THE AGREEMENT
1.
Pursuant to Section 5.5 of the Agreement, Section 2.10 of the Agreement is hereby amended and restated in its entirety to read as follows

“2.10    The Company agrees that, from and after the date of this Agreement until one day after the 2016 Annual Meeting, the size of the Board shall be fixed at eight directors.”
2.
The other terms and conditions set forth in the Agreement not otherwise amended pursuant to this Amendment shall continue in full force and effect.

3.
This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all of which shall collectively constitute one and the same instrument


[Signature Page Follows]

EX-1-


IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
 
 
A.M. CASTLE & CO.

 
 
By:
/s/ Marec E. Edgar
 
 
Name:
Marec E. Edgar
 
 
Title:
EVP, General Counsel, Secretary
& Chief Administrative Officer
 
 
 
 
 
 
 
RAGING CAPITAL MASTER FUND, LTD.

 
 
By:
Raging Capital Management, LLC
 
 
 
Investment Manager

 
 
By:
/s/ William C. Martin
 
 
Name:
William C. Martin
 
 
Title:
Chairman, Chief Investment Officer and Managing Member
 
 
 
 
 
 
 
RAGING CAPITAL MANAGEMENT, LLC

 
 
By:
/s/ William C. Martin
 
 
Name:
William C. Martin
 
 
Title:
Chairman, Chief Investment Officer and Managing Member
 
 
 
 
 
 
 
/s/ William C. Martin
 
 
William C. Martin
 
 
 
 
 
 
 
/s/ Steven W. Scheinkman
 
 
Steven W. Scheinkman
 
 
 
 
 
 
 
/s/ Kenneth H. Traub
 
 
Kenneth H. Traub
 
 
 
 
 
 
 
/s/ Allan J. Young
 
 
Allan J. Young
 
 
 
 
 




EX-2-

Basic Info X:

Name: SECOND AMENDMENT TO SETTLEMENT AGREEMENT
Type: Second Amendment to Settlement Agreement
Date: Nov. 5, 2015
Company: CASTLE A M & CO
State: Maryland

Other info: