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EXHIBIT 10.10
AMENDMENT NO. FIVE TO CREDIT AGREEMENT
This Amendment No. Five to Credit Agreement (this "Amendment") dated as
of April 20, 2001, 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, September 21, 1998, and October 20, 2000 (as amended, the
"Agreement").
B. The Bank and Borrower desire to amend the Agreement for the purpose
of, among other things, extending the Loan Maturity Date to December 31, 2001.
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 definition of "Loan Maturity Date" in Section 1.1 of the
Agreement is amended in full to read as follows:
"`Loan Maturity Date' means the earlier of December 31, 2001 or the date, as
determined by Bank, on which documentation for a replacement senior credit
facility for Borrower has been fully executed.
2.2 A new Section 2.11 is added to the Agreement, which reads in
full as follows:
"2.11 Unused Loan Commitment Fee. Borrower shall pay to
the Bank a fee in an amount equal to the difference between the Loan Commitment
and the Outstanding Loans, computed and payable in arrears on the last day of
each calendar quarter, commencing June 30, 2001, through the Loan Maturity Date,
with the final payment to be made on the Loan Maturity Date. The fee will be
determined by the weighted average Outstanding Loans for such quarter and
calculated at 0.10% per annum.
2.3 Schedule 5.16 attached to the Agreement is amended to read as
set forth on Schedule 5.16 attached hereto.
3. 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
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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.
4. Conditions. This Amendment will be effective when the Bank receives
the following items, in form and content acceptable to the Bank:
4.1 A duly executed counterpart of this Amendment signed by
Borrower and the Bank.
4.2 A reaffirmation of the Master Subsidiary Guaranty, executed
by each guarantor thereunder.
5. 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.
6. 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/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Title: Senior Vice President
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