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EXHIBIT 10.09
AMENDMENT NO. FOUR TO CREDIT AGREEMENT
This Amendment No. Four to Credit Agreement (this "Amendment") dated as
of October 20, 2000, is entered into between Reliance Steel & Aluminum Co.
("Borrower") and Bank of America, N.A., formerly Bank of America National Trust
and Savings Association ("Bank").
RECITALS
A. The Bank and Borrower are parties to a certain Credit Agreement dated
as of October 22, 1997, as modified by amendments dated as of April 16, 1998,
September 8, 1998, and September 21, 1998 (as amended, the "Agreement").
B. The Bank and Borrower desire to amend the Agreement for the purpose
of, among other things, reinstating the facility for cash advances under Section
2 of the Agreement in the increased commitment amount of $50,000,000.
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 The definitions of "Loan Commitment," "Loan Maturity Date,"
and "Applicable Amount" in Section 1.1 of the Agreement are amended in full to
read as follows:
"'Loan Commitment' means, for the Bank, the amount of
$50,000,000.
"'Loan Maturity Date' means the earlier of April 20, 2001
or the date, as determined by Bank, on which documentation for a
$400,000,000 syndicated credit facility for Borrower, as described in
the Engagement Letter dated September 29, 2000 from Banc of America
Securities LLC to Borrower, is fully executed and all conditions to the
lenders' obligation to extend credit thereunder have been met or waived
in writing by such lenders.
"'Applicable Amount' means, for any Pricing Period, the
per annum amounts set forth below under Applicable Amount opposite the
applicable Pricing Level; provided, however, that until the Bank's
receipt of the second quarterly Compliance Certificate after the Closing
Date required under Section 6.2(a), such interest rates, fees and
commissions shall be those indicated for Pricing Level 3:
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<TABLE>
<CAPTION>
Applicable Amount
(in basis points per annum)
---------------------------------------------------------------------------
Offshore Rate +
-----------------------------------------------
Standby From and including the From and
Letters date hereof to and including 1/1/01
Pricing Level of Credit including 12/31/00 and thereafter Base Rate +
------------- --------- ----------------------- ----------------- -----------
<S> <C> <C> <C> <C>
1 27.50 37.5 87.5 0
2 32.50 37.5 87.5 0
3 37.50 37.5 87.5 0
4 45.00 37.5 87.5 0
5 62.50 37.5 87.5 0"
</TABLE>
2.2 Schedule 5.16 attached to the Agreement is amended to read as
set forth on Schedule 5.16 attached hereto.
3. Fee. Concurrently with the execution of this Amendment, Borrower will
pay to Bank a structuring and advisory fee equal to $187,500, representing
three-eighths percent (0.375%) of the Loan Commitment. Upon the closing of the
$400,000,000 syndicated credit facility as described in the Engagement Letter
dated September 29, 2000 from Banc of America Securities LLC to Borrower, Bank
will credit $62,500 of this fee, representing one-eighth percent (0.125%) of the
Loan Commitment, against the structuring and advisory fee owing to Banc of
America Securities LLC in connection with the $400,000,000 syndicated credit
facility.
4. Representations and Warranties. 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, except with respect to the Schedule 5.16, a
revised copy of which is attached to this Amendment, (c) this Amendment is
within Borrower's powers, has been duly authorized, and does not conflict with
any of Borrower's organizational papers, and (d) this Amendment does not
conflict with any law, agreement, or obligation by which Borrower is bound.
5. Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:
5.1 A duly executed counterpart of this Amendment signed by
Borrower and the Bank.
5.2 A copy of resolutions adopted by Borrower's board of
directors authorizing the obligations to be incurred by Borrower under the
Agreement, as modified by this Amendment, duly certified by a Responsible
Officer of Borrower.
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5.3 A reaffirmation of the Master Subsidiary Guaranty, executed
by each guarantor thereunder.
5.4 A copy of resolutions adopted by the board of directors of
each guarantor under the Master Subsidiary Guaranty authorizing the obligations
thereunder as increased under the terms of this Amendment, duly certified by a
Responsible Officer of each such guarantor.
5.5 The fee provided in Paragraph 3 above.
6. 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.
7. Counterparts. This Amendment may be executed in as many counterparts
as necessary or convenient, and by the different parties on separate
counterparts each of which, when so executed, shall be deemed an original but
all such counterparts shall constitute but one and the same agreement.
This Amendment is executed as of the date first above written.
RELIANCE STEEL & ALUMINUM CO., a
California corporation
By: /s/ Karla McDowell
------------------------------------------
Karla R. McDowell
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A.
By: /s/ Paul F. Sutherlen
------------------------------------------
Paul F. Sutherlen
Title: Senior Vice President
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