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AMENDMENT NO. ONE TO FIRST AMENDED AND RESTATED
BUSINESS LOAN AGREEMENT
This Amendment No. One (the "Amendment") dated as of September 25,
1996, is between Bank of America National Trust and Savings Association (the
"Bank") and Reliance Steel & Aluminum Co. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain First Amended
and Restated Business Loan Agreement dated as of June 26, 1996, (the
"Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 Subparagraph 1.1(a) is amended and restated in its
entirety to read as follows:
"(a) During the availability period described below,
the Bank will provide a line of credit ('Facility No. 1') to the
Borrower. The amount of the line of credit (the 'Facility No. 1
Commitment') is One Hundred Forty Million Dollars ($140,000,000) from
and including the date this Agreement to and including the earlier of
December 31, 1996, or the Private Placement Date, and One Hundred
Million Dollars ($100,000,000) thereafter. For purposes of this
Agreement, 'Private Placement Date' means the date on which the
Private Placement (defined below) is funded."
2.2 Paragraph 8.6 is amended and restated in their
entirety to read as follows:
"8.6 Positive Liquidity Formula. To maintain at all
times total liquidity in an amount greater than Zero Dollars ($0),
calculated as follows:
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(a) The sum of (i) eighty percent (80%) of
the Borrower's account receivable that have not been
outstanding more than 90 days from their due dates,
(ii) sixty percent (60%) of the sum of Borrower's
inventory plus LIFO reserves, and (iii) thirty-five
percent (35%) of the Borrower's net fixed assets;
minus
(b) The Borrower's total interest bearing debt."
2.3 In Paragraph 8.7, the following is added as
subparagraph (f):
"(f) Additional indebtedness incurred under the
Private Placement. For purposes of this Agreement, 'Private
Placement' means the private placement of one or more debt instruments
evidencing obligation(s) that (1) are unsecured, (2) are not less than
a total of Fifty Million Dollars ($50,000,000), (3) do not exceed a
total of One Hundred Million Dollars ($100,000,000), (4) provide for
payments of interest only during the first three years, and (5) are
otherwise subject to terms and conditions mutually acceptable to the
Borrower and the Bank."
2.4 In subparagraph 8.19(c), the words "(excluding the
acquisition of CCC Steel, Inc.)" are amended to read "(excluding the
acquisitions of CCC Steel, Inc. and Sisken Steel & Co.)."
3. Representations and Warranties. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement
are true as of the date of this Amendment as if made on the date of this
Amendment, (c) this Amendment is within the Borrower's powers, has been duly
authorized, and does not conflict with any of the Borrower's organizational
papers, and (d) this Amendment does not conflict with any law, agreement, or
obligation by which the Borrower is bound.
4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.
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This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/Donald G. Farris
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Donald G. Farris
Title: Vice President
RELIANCE STEEL & ALUMINUM CO.
By: /s/David H. Hannah
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Title: President
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By: /s/Steven S. Weis
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Title: Chief Financial Officer
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