1
AMENDMENT NO. TWO TO FIRST AMENDED AND RESTATED
BUSINESS LOAN AGREEMENT
This Amendment No. Two to First Amended and Restated Business Loan
Agreement (this "Amendment") dated as of September 27, 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, as modified by
an Amendment No. One to First Amended and Restated Business Loan Agreement (as
amended, 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 meanings 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 with a within line facility for standby letters of credit.
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 January 31,
1997, 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 Subparagraph 1.1(c) is amended and restated in its
entirety to read as follows:
- 1 -
2
"(c) The Borrower agrees not to permit the
outstanding principal balance of the line of credit plus the
outstanding amounts of any letters of credit (including amounts drawn
on letters of credit and not yet reimbursed) to exceed the Facility
No. 1 Commitment."
2.3 The following is added as a new Paragraph 1.6:
"1.6 Letters of Credit. This line of credit may be
used for financing standby letters of credit with a maximum maturity
of January 15, 1997. The amount of letters of credit outstanding at
any one time (including amounts drawn on letters of credit and not yet
reimbursed) may not exceed Seventy Million Dollars ($70,000,000).
The Borrower agrees:
"(a) Any sum drawn under a letter of credit
may, at the option of the Bank, be added to the principal amount
outstanding under this Agreement. The amount will bear interest and
be due as described elsewhere in this Agreement.
"(b) If there is a default under this
Agreement, to immediately prepay and make the Bank whole for any
outstanding letters of credit.
"(c) The issuance of any letter of credit
and any amendment to a letter of credit is subject to the Bank's
written approval and must be in form and content satisfactory to the
Bank and in favor of a beneficiary acceptable to the Bank.
"(d) To sign the Bank's standard form
Application and Agreement for Standby Letter of Credit.
"(e) To pay, upon issuance of each letter of
credit, an issuance fee equal to 0.875% of the face amount of such
letter of credit.
"(f) To allow the Bank to automatically
charge its checking account for applicable fees, discounts, and other
charges."
2.4 In Paragraph 8.7, the following is added as a new
subparagraph (g):
"(g) Additional indebtedness, owing to the sellers
to the Borrower of the stock of Sisken Steel & Co., not to exceed a
total of Seventy Million Dollars
- 2 -
3
($70,000,000), which indebtedness shall be due and payable in full on
or before January 15, 1997, and shall otherwise be subject to terms
and conditions acceptable to the Bank."
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.
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
--------------------------------
Donald G. Farris
Title: Vice President
RELIANCE STEEL & ALUMINUM CO.
By: /s/David H. Hannah
--------------------------------
Title: President
-----------------------------
By: /s/Steven S. Weis
--------------------------------
Title: Chief Financial Officer
-----------------------------
- 3 -