EXHIBIT 10
February 8, 2001
Metals USA, Inc.
Xxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxx
Re: Proposed Loan and Security Agreement for Metals USA, Inc.
Dear Xxxxx:
You have requested that Bank of America, National Association ("Bank of
America") and PNC Bank, National Association ("PNC"; Bank of America and PNC are
referred to collectively herein as the "Banks") provide a senior debt facility
to Metals USA, Inc. and its subsidiaries (collectively, the "Borrowers") for the
Borrowers' ongoing working capital needs. Subject to and upon the terms and
conditions hereinafter set forth, the Banks are hereby pleased to commit to
provide to the Borrowers a credit facility (the "Credit Facility") consisting of
revolving loans and letters of credit of up to $450,000,000 in the aggregate for
which Bank of America will act as administrative agent (the "Agent") and PNC
will act as documentation agent (the "Documentation Agent"). The Banks will
underwrite the entire Credit Facility with the right to assign and syndicate the
Credit Facility to one or more financial institutions (including the Banks, each
a "Lender" and collectively with the Banks, the "Lenders") at or after closing.
It is understood and agreed that the Banks, Banc of America Securities LLC
("BAS"), and PNC Capital Markets, Inc. ("PNC CM; "BAS and PNC CM are referred to
collectively herein as the "Arrangers") after consultation with the Borrowers,
will manage and control all aspects of the syndication, including decisions as
to the selection of proposed Lenders and any titles offered to proposed Lenders,
when commitments will be accepted and the final allocations of the commitments
among the Lenders. It is understood and agreed that no Lender participating in
the Credit Facility will receive compensation from you in order to obtain its
commitment, except on the terms contained herein and in the Fee Letter of even
date herewith between the Borrowers and the Banks. No additional agents,
co-agents, or arrangers will be appointed and no other titles will be awarded
without the prior written approval of the Arrangers and the Banks.
Terms of the Credit Facility include, without limitation, the following:
1. CREDIT FACILITY:
(a) AMOUNT OF CREDIT FACILITY: A revolving credit facility (the
"Credit Facility") not exceeding at any one time outstanding $450,000,000
and providing for advances of up to: (i) eighty-five percent (85.0%) of
the net amount of eligible accounts receivable, (ii) the lesser of
sixty-five percent (65.0%) of the net amount of eligible flat rolled,
specialty metals,
COMMITMENT LETTER - Page 1
plates and shapes, and aerospace inventory, calculated at the lower of
cost or market value or eighty-five percent (85.0%) of the orderly
liquidation value of such inventory, and (iii) the lesser of thirty-five
percent (35.0%) of the net amount of eligible building products inventory,
calculated at the lower of cost or market value or eighty percent (80.0%)
of the orderly liquidation value of such inventory. Collections of
accounts shall be transferred daily to the Agent from one or more
restricted or lock-box accounts maintained with the Banks and credited to
the outstanding balance of the revolving loans under the Credit Facility
on the day they are received by the Agent, regardless of whether they are
collected or uncollected funds. In order to reimburse the Agent or the
Banks, as applicable, for the cost of delays in the collection and
clearance of remittances applied to the Credit Facility, the Borrowers
shall pay the Agent or the Banks, as applicable, for their own account,
respectively, interest for one business day on the amount of all
uncollected funds applied to the Credit Facility. As used in this
paragraph, "orderly liquidation value" shall be based upon an appraisal,
in form and substance satisfactory to the Banks, of the orderly
liquidation value of property as determined in a manner acceptable to the
Banks by an experienced and reputable appraiser acceptable to the Banks.
(b) COLLATERAL ELIGIBILITY: Collateral eligibility and the
establishment of reserves against borrowing availability shall be
determined by the Agent in its reasonable discretion, provided, however,
without limitation, that (A) the following accounts shall in any event be
ineligible: (i) accounts which remain outstanding for more than sixty (60)
days from the original due date not to exceed one hundred twenty (120)
days from the original invoice date, (ii) intercompany accounts, (iii)
foreign accounts, (iv) all accounts owing by an account debtor as to which
fifty percent (50.0%) or more of the accounts owing by such account debtor
are otherwise ineligible, (v) contra accounts, and (vi) accounts billed as
progress xxxxxxxx; and (B) the following inventory shall in any event be
ineligible: (i) slow moving inventory, (ii) work-in-process inventory,
(iii) inventory in transit, (iv) return to vendor inventory, (v)
discontinued inventory, (vi) returns, (vii) defective inventory, (viii)
off-site inventory for which appropriate lien releases and waivers have
not been obtained, (ix) consigned inventory, (x) obsolete inventory, and
(xi) price variance reserves.
(c) LETTERS OF CREDIT: Bank of America or another designated Lender
(in such capacity the "Letter of Credit Issuer") shall, upon any
Borrower's request, cause to be issued for such Borrower's account
merchandise/documentary and standby letters of credit in form and
substance satisfactory to the Agent and the Letter of Credit Issuer. The
aggregate undrawn face amount of these letters of credit shall not exceed
$50,000,000 at any one time outstanding. The expiration date of the
letters of credit shall not extend beyond thirty days prior to the
Maturity Date (as defined below) and the aggregate undrawn face amount of
the letters of credit shall be one hundred percent (100%) reserved against
the borrowing availability under the Credit Facility.
2. MATURITY DATE: The Credit Facility shall mature three years from
the closing date (the "Maturity Date").
COMMITMENT LETTER - Page 2
3. RATE:
(a) INTEREST RATE: The unpaid balance on the revolving loans
outstanding under the Credit Facility shall bear interest (payable monthly
on the first day of each month) at a per annum rate equal to either the
Prime Rate (as defined below) or LIBOR plus a margin to be based on the
Borrowers' consolidated fixed charge coverage ratio (measured quarterly)
on a rolling 4 quarter basis (the "FCCR") as follows:
-------------------------------------------------------
FCCR Margin
-------------------------------------------------------
Less than 1.00 to 1.00 2.75%
-------------------------------------------------------
Greater than or equal to
1.00 to 1.00, but less
than 1.30 to 1.00 2.50%
-------------------------------------------------------
Greater than or equal to
1.30 to 1.00 2.25%
-------------------------------------------------------
The Borrower may select interest periods of 1, 2, or 3 months for
LIBOR rate loans, subject to availability, with no more than eight (8)
interest periods for LIBOR rate loans outstanding at any one time or an
additional amount in the Agent's discretion. LIBOR rate loans shall be in
amounts of not less than $5,000,000 or an integral multiple of $1,000,000
in excess thereof and shall be subject to certain restrictions relating to
terms, maturity, and incremental amounts. All interest (as well as the
unused line fee and letter of credit fees set forth in PARAGRAPH 4
following) under the Credit Facility shall be calculated on the basis of a
360 day year for actual days elapsed, which results in more interest and
fees than if a 365 day year were used.
(b) DEFAULT RATE: If any event of default occurs under the Credit
Facility, then, from the date such event of default occurs until it is
cured, or until all obligations are paid and performed in full, the
Borrowers will pay interest on the unpaid balance of loans outstanding at
a per annum rate two percent (2.00%) greater than the rate of interest
specified above.
(c) PRIME RATE: "Prime Rate" means the rate of interest publicly
announced from time to time by Bank of America as its "prime rate". It is
a rate set by Bank of America based upon various factors, including Bank
of America's costs and desired return, general economic conditions, and
other factors, and it is used as a reference point for pricing some loans.
However, Bank of America may price loans at, above, or below the prime
rate.
4. FEES: The Borrowers shall pay the following fees:
(a) UNUSED LINE FEE: The Borrowers shall pay an unused line fee
monthly in arrears on the difference between (i) the maximum amount of the
Credit Facility and (ii) the sum of (A) the average daily unpaid balance
of the revolving loans outstanding during the month, PLUS (B) the
aggregate undrawn amount of all letters of credit outstanding during the
COMMITMENT LETTER - Page 3
month. The unused line fee shall be a per annum percentage equal to the
amount set forth below corresponding to the applicable FCCR as follows:
-------------------------------------------------------
FCCR Unused Line Fee
-------------------------------------------------------
Less than 1.00 to 1.00 0.50%
-------------------------------------------------------
Greater than or equal to
1.00 to 1.00, but less
than 1.30 to 1.00 0.375%
-------------------------------------------------------
Greater than or equal to
1.30 to 1.00 0.25%
-------------------------------------------------------
(b) LETTER OF CREDIT FEES: With respect to letters of credit, for as
long as any letter of credit remains issued and outstanding, the Borrowers
shall pay a fee on the undrawn face amount of such letter of credit equal
the interest rate spread applicable to LIBOR rate loans under the Credit
Facility at the time of calculation of each payment of letter of credit
fees. Letter of credit fees are payable to the Lenders monthly in arrears
beginning on the first day of each month following the month of issuance
of a letter of credit. Notwithstanding the foregoing, if a letter of
credit is issued as security for a Borrower's xxxxxxx'x compensation
insurance program, fees will be equal to 2.00% per annum. Additionally, at
the time of issuance of each letter of credit (including letters of credit
for a Borrower's xxxxxxx'x compensation insurance program), the applicable
Borrower shall pay to the Letter of Credit Issuer, for its own account, a
fronting fee of 0.25% of the face amount of such letter of credit. During
the existence of any event of default under the Credit Facility the letter
of credit fees payable to the Lenders shall be increased by an additional
2.00%.
(c) EARLY TERMINATION FEE: The Credit Facility will extend for an
initial term of three years and will renew in increments of one year
thereafter, unless termination is provided by either party sixty days
prior to an anniversary date of the closing (subject to continued credit
approval). In the event that the Borrowers terminate the Credit Facility
during the first three years after closing, the Borrowers shall pay the
Lenders 0.25% of the existing commitments. Notwithstanding the foregoing,
in the event the Borrowers refinance the Credit Facility by transitioning
to another lending department of the Banks, the above fee will be waived.
Further, the Borrowers may permanently reduce the Credit Facility by up to
$50,000,000, in one transaction or a series of transactions, without
penalty.
5. COLLATERAL: All loans, advances, reimbursement obligations with respect
to the letters of credit, and other obligations, liabilities, and indebtedness
of the Borrowers to the Agent, the Documentation Agent, and the Lenders shall be
secured by valid, perfected, and enforceable first priority liens upon and
security interests in all of the Borrowers' existing and future acquired
accounts, contract rights, inventory, machinery and equipment, chattel paper,
documents, instruments, deposit accounts, investment property, contract rights,
general intangibles, and fixtures. The Borrowers will additionally provide
valid, perfected, and enforceable first priority liens upon and security
interests in selected real estate locations to be determined by the Agent prior
to closing and as may be determined after closing.
COMMITMENT LETTER - Page 4
6. GUARANTORS: The indebtedness, liabilities, and obligations of each
Borrower under the Credit Facility shall be unconditionally guaranteed by each
other Borrower under the Credit Facility.
7. CONDITIONS PRECEDENT: The extension of the aforementioned financing
arrangement by the Banks is subject to the fulfillment of a number of
conditions, including, but not limited to, the following:
(a) The execution and delivery, in form and substance acceptable to
the Banks and their counsel, of customary agreements, documents,
instruments, financing statements, consents, landlord waivers, documents
indicating compliance with all applicable federal and state environmental
laws and regulations, evidences of corporate authority, opinions of
counsel, and such other writings to confirm and effectuate the financing
arrangements as may be required by the Banks and their counsel.
(b) The loan and security agreement for the Credit Facility (the
"Loan Agreement") shall contain such terms, conditions, representations,
warranties, and covenants as the Banks deem appropriate for this
transaction. The Loan Agreement will include financial covenants,
acceptable to the Banks, with respect to minimum availability, fixed
charge coverage, minimum tangible net worth, and maximum capital
expenditures. Additionally, the Loan Agreement shall include other
covenants usual and customary to lending transactions of the type
contemplated herein, including, without limitation covenants which
restrict distributions, indebtedness, acquisitions, investments, loans,
management fees, and transfers of funds or other assets by the Borrowers.
The Loan Agreement shall include an agreement by the Borrowers to pay all
legal fees of the Banks (including the allocated costs of in-house
counsel) and audit and appraisal expenses incurred by the Banks together
with an allocated charge of $650 per day per auditor.
(c) No material adverse change shall have occurred, as determined by
the Banks in their sole discretion, in the business, management,
operations, profits, or prospects of the Borrowers since the financial
statements dated December 31, 2000 previously delivered to the Banks by
the Borrowers, and the Borrowers shall have, as of the closing date, met
the financial performance projections contained in the projections dated
as of January 26, 2001 previously delivered to the Banks by the Borrowers.
(d) There shall exist no action, suit, investigation, litigation, or
proceeding pending or threatened in any court or before any arbitrator or
governmental authority that in the Banks' reasonable judgment (i) could
have a material adverse effect on the business, management, condition
(financial or otherwise), operations, performance, properties, or
prospects of the Borrowers or which could impair the Borrowers' ability to
perform satisfactorily under the Loan Agreement or (ii) could materially
and adversely affect the transaction.
(e) There shall exist (i) unused borrowing availability on the
closing date of at least $45,000,000, and (ii) at all times thereafter the
borrowing base shall exceed the sum of
COMMITMENT LETTER - Page 5
all outstanding loans and letters of credit by at least $25,000,000, in
each case as determined by the Banks in their sole discretion after
disbursements and advances with all obligations of the Borrowers being
current.
(f) The Borrowers must be able to comply with collateral and
financial reporting requirements as established by the Banks in their
discretion.
(g) The Borrowers must have delivered to the Banks policies of
insurance for the Borrowers, from insurers reasonably acceptable to the
Banks with terms of coverage and endorsements as may be reasonably
required by the Banks.
(h) All governmental and third party consents and approvals
necessary in connection with the financing shall have been obtained by the
Borrowers and copies thereof shall have been delivered to the Agent.
(i) Unconditional guarantees from each of the Borrowers with respect
to the indebtedness, liabilities, and obligations of the other Borrowers,
in form and substance acceptable to the Banks, shall have been delivered
to the Agent.
(j) The Banks shall be satisfied that the Borrowers are adequately
capitalized, that the fair saleable value of the Borrowers' assets will
exceed their liabilities at closing, and that the Borrowers will have
sufficient working capital to pay their debts as they become due.
(k) The Banks shall be satisfied, in their sole discretion, that
entering into the Credit Facility, and executing and performing the
governing definitive agreements related to the Credit Facility, will not
result in a default under, or otherwise be in breach of, any material
agreement to which the Borrowers, or any of them are a party, including
without limitation, the certain Indenture dated as of February 11, 1998 by
and among Metals USA, Inc., various of its subsidiaries, and U.S. Trust
Company of California, N.A., as Trustee, as amended, and the Borrowers
shall have delivered to the Banks such documentation, including, without
limitation, an opinion of counsel, as may be required by the Banks, in
each case in form and substance satisfactory to the Banks.
(l) The Borrowers shall deposit all collections and proceeds of
Collateral into one or more blocked deposit accounts with the Banks or
such other financial institutions as may be satisfactory to the Banks,
such deposit accounts to be under the dominion and control of the Agent,
and all funds deposited in such deposit accounts shall be wire transferred
to the Agent, for the benefit of the Lenders, each day for application to
the outstanding loans.
(m) Commencing on the date of closing and continuing thereafter for
three years, the Borrowers shall maintain, with either of the Banks or
another financial institution reasonably acceptable to the Agent, a hedge
agreement, in form acceptable to the Agent, that will have placed a limit
upon the rate of interest payable by the Borrowers under the loan
agreement with respect to a principal amount of loans mutually agreeable
to the Borrowers and the Banks.
COMMITMENT LETTER - Page 6
(n) Completion of satisfactory due diligence and investigation of
the Borrowers by the Banks including, but not limited to, the receipt of
(i) an orderly liquidation value appraisal of the Borrowers' inventory,
(ii) a follow-up field examination of the Borrowers' books, records, and
collateral performance, and (iii) an orderly liquidation value appraisal
of the Borrowers' equipment, each as deemed necessary by the Banks. As
used in this paragraph, an "orderly liquidation value appraisal" is an
appraisal, in form and substance satisfactory to the Banks, of the orderly
liquidation value of property as determined in a manner acceptable to the
Banks by an experienced and reputable appraiser acceptable to the Banks.
(o) No fact or circumstance shall exist which constitutes a material
breach of any representation, warranty, or agreement of the Borrowers set
forth herein.
(p) The Banks shall be satisfied that prior to and during the
syndication of the Credit Facility there shall be no competing offering,
placement, or arrangement of any debt securities or bank financing by or
on behalf of the Borrowers.
(q) Since the date hereof, no material adverse change in or material
disruption of conditions in the financial, banking, or capital markets
which the Banks, in their sole discretion, deem material in connection
with the syndication of the Credit Facility shall have occurred and be
continuing.
(r) No fact or circumstance shall exist which constitutes a change,
occurrence, or development that could, in the Banks' opinion, have a
material adverse effect on the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise), or prospects
of the Borrowers.
The Borrowers agree to actively assist the Arrangers and the Banks in
achieving a syndication of the Credit Facility that is satisfactory to the
Arrangers and the Banks. Such assistance shall include (a) the Borrowers
providing and causing their advisors to provide the Arrangers, the Banks, and
the other Lenders, upon request, with all information reasonably deemed
necessary by the Arrangers and the Banks to complete syndication, (b) assistance
in the preparation of an Offering Memorandum to be used in connection with the
syndication, (c) the Borrowers using commercially reasonable efforts to ensure
that the syndication efforts benefit materially from their existing lending
relationships, and (d) otherwise assisting the Arrangers and the Banks in their
syndication efforts, including by making senior management and advisors of the
Borrowers available from time to time to attend and make presentations regarding
the business and prospects of the Borrowers, as appropriate, at one or more
meetings of prospective Lenders.
The Borrowers hereby represent, warrant, and covenant that (a) all
information, other than Projections (defined below), which has been or is
hereafter made available to the Arrangers, the Banks, or the other Lenders by
the Borrowers or any of their representatives in connection with the
transactions contemplated hereby (collectively, the "Information") is and will
be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein not misleading, and (b) all
financial projections concerning the Borrowers and their subsidiaries that
COMMITMENT LETTER - Page 7
have been or are hereafter made available to the Arrangers, the Banks, or the
other Lenders by the Borrowers or any of their representatives (collectively,
the "Projections") have been or will be prepared in good faith based upon
assumptions the Borrowers believe to be reasonable. The Borrowers agree to
furnish the Arrangers, the Banks, and the other Lenders with such Information
and Projections as the Arrangers, the Banks, or the other Lenders may reasonably
request and to supplement the Information and the Projections from time to time
until the completion of a successful syndication of the Credit Facility so that
the representation, warranty, and covenant in the preceding sentence is correct
on such closing date. The Borrowers understand that in arranging and syndicating
the Credit Facility, the Arrangers and the Banks will be using and relying on
the Information and the Projections without independent verification thereof.
The summary of terms and conditions contained herein is not meant to be,
nor should it be construed as, an attempt to define all of the terms and
conditions of the transaction contemplated hereby, nor is it intended to reflect
specific document phrasing that will exist in the Loan Agreement. It is intended
only to outline the basic points of business understanding around which binding
legal documentation will be negotiated and/or structured. Further negotiations
will not be precluded by the issuance of this letter or by its acceptance by the
Borrowers.
All out-of-pocket fees and expenses incurred by the Banks in connection
with the documentation of the Credit Facility, the syndication thereof, and the
Banks' review and due diligence, such as reasonable legal (including the
allocated costs of in-house counsel to the Banks), audit, and appraisal
expenses, together with an allocated charge of $650 per day per auditor, shall
be paid by the Borrowers whether or not the transaction herein contemplated is
consummated. The Bank acknowledges its previous receipt of $150,000 as a deposit
against such expenses as are described in this paragraph. Such deposit has been
and may be applied immediately by the Banks against their expenses and the
balance, if any, may be applied against future expenses. The Borrowers are
obligated to make continuing deposits to reimburse out of pocket costs upon the
request of the Banks. In the event that the Borrowers decline for any reason to
borrow from the Lenders, or the transaction is not consummated for any other
reason whatsoever, the Banks shall be entitled to retain the full amount of all
deposits as compensation for administrative costs incurred. The Borrowers'
obligation for costs and expenses shall survive termination of this letter.
In the event that the Credit Facility cannot be successfully syndicated
under the terms outlined in PARAGRAPH 1 through PARAGRAPH 7 (successful
syndication being one in which the Banks are able to achieve their combined
targeted hold level of $80,000,000), you agree on behalf of the Borrowers that
the Banks shall be entitled, in consultation with you, to change the pricing,
fees, structure, amount, and other terms of the Credit Facility if the Banks
determine that such changes are necessary to ensure a successful syndication.
PARAGRAPH 1 through PARAGRAPH 7 shall be deemed to be amended to reflect such
changes and the syndication process shall continue. The agreement in this
paragraph shall survive closing of the Credit Facility.
At the Borrowers' request, the Banks are considering terms and conditions
for a possible accounts receivable securitization or accounts receivable
purchase facility with Metals U.S.A., Inc. and its subsidiaries, or any of them
(Metals U.S.A. and such subsidiaries being referred to collectively as the
"ORIGINATORS" and any such facility as the "SECURITIZATION FACILITY"). In the
event any such Securitization Facility is approved and entered into among the
Banks and the Originators,
COMMITMENT LETTER - Page 8
the maximum approved amount of the Credit Facility otherwise provided by this
letter shall automatically be reduced, dollar-for-dollar, by the maximum
approved amount of any such Securitization Facility. Nothing in this letter
shall constitute a commitment to approve or enter into any such Securitization
Facility or a commitment to enter into any such commitment.
This letter may not be delivered or disclosed by the Borrowers to any
third party except those who are in a confidential relationship to the
Borrowers, such as the Borrowers' legal counsel, accountants, or financial
advisors. This letter is solely for the benefit of the Borrowers and may not be
relied on by any other party without the prior written consent of the Banks.
By acceptance of this letter, the Borrowers agree to indemnify and hold
the Arrangers, the Banks, the other Lenders, and their respective affiliates,
and each such party's respective directors, officers, employees, agents,
attorneys, and consultants, harmless from and against any and all losses,
claims, damages, liabilities, and expenses (including fees and disbursements of
counsel) that may be incurred by or asserted against any such indemnitees in
connection with or arising out of any documentation, investigation, litigation,
proceeding, or other matters related to the financing transactions herein
described or related, this letter, or the Credit Facility, whether or not any
such indemnitees are a party to such documentation, investigation, litigation,
proceeding, or other matters and whether or not such financing transaction is
consummated or any future documentation executed; PROVIDED, HOWEVER, that no
person or entity shall have the right to be so indemnified hereunder for matters
arising solely from such person's or entity's own willful misconduct or bad
faith. Neither the Arrangers, the Banks, nor any of their affiliates shall be
responsible or liable to the Borrowers or any other person or entity for any
special, indirect, punitive, exemplary, or consequential damages which may be
alleged. No indemnitee described herein shall be liable for any damages arising
from the use by others of Information or other materials obtained through the
internet, Intralinks, or any other similar information transmission systems in
connection with the Credit Facility. The obligation contained in this paragraph
will survive the closing of the Credit Facility and/or any termination of this
letter.
THE BORROWERS HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING UNDER THIS LETTER, ANY
TRANSACTION RELATING HERETO, OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE. This letter may only be amended, modified, or revised in a
writing executed by all parties hereto.
This letter supersedes and replaces all previous communications between
the parties, written or oral. This letter must be executed and returned along
with payment of one-half of the Closing Fee no later than 5 p.m. Dallas, Texas
time on February 9, 2001 or the Banks' commitment in accordance with the
foregoing shall automatically terminate.
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE STATE OF TEXAS.
This letter, unless previously terminated as above provided, shall expire
at 5 p.m. Dallas, Texas time on April 16, 2001 unless extended in writing by the
Banks in their sole discretion.
COMMITMENT LETTER - Page 9
We look forward to working with you in the weeks ahead.
Very truly yours,
BANK OF AMERICA, NATIONAL
ASSOCIATION
By: /s/ XXX XXXX
------------
Xxx Xxxx
Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXXX XXXXX
-----------------
Xxxxxxx X. Xxxxx
Vice President
AGREED AND ACCEPTED this
8th day of February, 2001
METALS USA, INC., on behalf of itself
and its subsidiaries
By: /s/ XXXXX XXXXXXX
--------------------------------------------------
Xxxxx X. Xxxxxxx
Vice President, Corporate Controller and
Chief Accounting Officer
COMMITMENT LETTER - Page 10
