EXHIBIT 10.1
RELIANCE STEEL & ALUMINUM CO.
RSAC MANAGEMENT CORP.
SECOND AMENDMENT
TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "SECOND
AMENDMENT") is dated as of February _14_, 2003 and entered into by and among
Reliance Steel & Aluminum Co., a California corporation ("RSA"), RSAC Management
Corp., a California corporation ("RSAC MANAGEMENT" and together with RSA,
jointly and severally, "BORROWERS" and individually, a "BORROWER") the financial
institutions listed on the signature pages hereof ("LENDERS") and Bank of
America, N.A., as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and
is made with reference to that certain Credit Agreement dated as of October 24,
2001, as amended by the First Amendment to Credit Agreement dated as of April 1,
2002 (as amended, the "CREDIT AGREEMENT"), by and among Company, Lenders and
Administrative Agent. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit
Agreement to make certain amendments as set forth below:
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. EFFECTIVENESS
This Second Amendment shall become effective as of December 31, 2002
upon the execution of counterparts hereof by the Borrowers, the Administrative
Agent and counterparts of the Lenders constituting Requisite Lenders and receipt
by the Borrowers and the Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT
2.1 AMENDMENTS TO SECTION 1: DEFINITIONS AND ACCOUNTING TERMS.
Subsection 1.1 of the Credit Agreement is hereby amended by deleting the table
in the definition of "Applicable Margin" in its entirety and substituting the
following therefor:
LETTERS OF CREDIT
-----------------
PRICING LEVEL LEVERAGE RATIO COMMITMENT FEE EURODOLLAR RATE + BASE RATE +
- -------------------------------------------------------------------------------------------------
1 < or = to 1.75:1 17.5 75.0
2 < or = to 2.25:1 but >1.75:1 20.0 100.0 0.00%
3 < or = to 2.75:1 but >2.25:1 22.5 125.0 0.00%
4 < or = to 3.25:1 but >2.75:1 25.0 150.0 0.00%
5 >3.25:1 30.0 175.0 0.25%
2.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS.
A. Subsection 7.12 is hereby amended and restated in its
entirety to read as follows:
"7.12 Interest Coverage Ratio. Permit the Interest Coverage
Ratio, (i) as of the last day of the Fiscal Quarters ending March 31, 2003, June
30, 2003 and September 30, 2003, to be less than 2.75 to 1.00 and (ii) as of the
last day of any Fiscal Quarter thereafter, to be less than 3.00 to 1.00."
B. Subsection 7.13 is hereby amended and restated in its
entirety to read as follows:
"7.13 Leverage Ratio. Permit the Leverage Ratio (i) at any
time prior to December 31, 2002 to be greater than 3.25 to 1.00, (ii) at any
time during the period beginning December 31, 2002 through December 31, 2003 to
be greater than 3.60 to 1.00 and (iii) at any time thereafter to be greater than
3.25 to 1.00."
SECTION 3. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Second Amendment
and to amend the Credit Agreement in the manner provided herein, Borrowers
represent and warrant to each Lender that the following statements are true,
correct and complete:
3.1 CORPORATE POWER AND AUTHORITY. Borrowers have all requisite
corporate power and authority to enter into this Second Amendment and to carry
out the transactions contemplated by, and perform their obligations under, the
Credit Agreement as amended by this Second Amendment (the "AMENDED AGREEMENT").
3.2 AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Second Amendment and the performance of the Amended Agreement have been
duly authorized by all necessary corporate action on the part of Borrowers.
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3.3 NO CONFLICT. The execution and delivery by Borrowers of this
Second Amendment and the performance by Borrowers of the Amended Agreement do
not and will not (i) violate any provision of any law or any governmental rule
or regulation applicable to each Borrower or any of their respective
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of each
Borrower or any of their respective Subsidiaries or any order, judgment or
decree of any court or other agency of government binding on Borrowers or any of
their respective Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Borrowers or any of their respective Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Borrowers or any of their respective Subsidiaries
(other than Liens created or permitted under any of the Loan Documents in favor
of Administrative Agent on behalf of Lenders), or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of Borrowers or any of their respective Subsidiaries that has not
been obtained.
3.4 GOVERNMENTAL CONSENTS. The execution and delivery by Borrowers
of this Second Amendment and the performance by Borrowers of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
3.5 BINDING OBLIGATION. This Second Amendment and the Amended
Agreement have been duly executed and delivered by Borrowers and are the legally
valid and binding obligations of each Borrower, enforceable against each
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.
3.6 INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the date hereof (the "EFFECTIVE DATE") to the same extent
as though made on and as of the Effective Date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
3.7 ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Second Amendment that would constitute an Event of Default or a Potential Event
of Default.
SECTION 4. MISCELLANEOUS
4.1 Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
A. On and after the Effective Date, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Loan
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Documents to the "Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
B. Except as specifically amended by this Second
Amendment, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.
C. The execution, delivery and performance of this
Second Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.
4.2 FEES AND EXPENSES. Borrowers acknowledge that all costs, fees
and expenses as described in subsection 10.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Second Amendment and
the documents and transactions contemplated hereby shall be for the account of
Borrowers.
4.3 HEADINGS. Section and subsection headings in this Second
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Second Amendment for any other purpose or be given any
substantive effect.
4.4 APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(INCLUDING WITHOUT LIMITATION SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
4.5 COUNTERPARTS. This Second Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
RELIANCE STEEL & ALUMINUM CO.,
a California corporation
By: /s/ David H. Hannah
_________________________________________
Name: David H. Hannah
Title: Chief Executive Officer
By: /s/ Karla McDowell
_________________________________________
Name: Karla McDowell
Title: Executive Vice President and
Chief Financial Officer
RSAC MANAGEMENT CORP.,
a California corporation
By: /s/ David H. Hannah
_________________________________________
Name: David H. Hannah
Title: Chief Executive Officer
By: /s/ Karla McDowell
_________________________________________
Name: Karla McDowell
Title: Executive Vice President and
Chief Financial Officer
S-1
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Ken Puro
_________________________________________
Name: Ken Puro
Title: Vice President
S-2
BANK OF AMERICA, N.A.,
as Issuing Lender and a Lender
By: /s/ Robert Troutman
_________________________________________
Name: Robert Troutman
Title: Senior Vice President
S-3
WACHOVIA BANK, NATIONAL
ASSOCIATION, formerly known as First
Union National Bank,
as Syndication Agent and as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-4
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-5
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-6
COMERICA WEST INCORPORATED,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-7
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-8
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-9
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-10
MIZUHO CORPORATE BANK, LTD.,
formerly known as The Industrial Bank of
Japan, Limited, as a Lender
By: /s/
_________________________________________
Name:_______________________________________
Title:______________________________________
S-11