Exhibit 10.11
RELIANCE STEEL & ALUMINUM CO.
RSAC MANAGEMENT CORP.
FIRST AMENDMENT
TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated
as of April 1, 2002 and entered into by and among Reliance Steel & Aluminum Co.,
a California corporation ("RSA"), RSAC Management Corp., a California
corporation ("RSAC MANAGEMENT" and together with RSA, jointly and severally,
"BORROWERS" and individually, a "BORROWER") the financial institutions listed on
the signature pages hereof ("LENDERS") and Bank of America, N.A., as
administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with
reference to that certain Credit Agreement dated as of October 24, 2001 (the
"CREDIT AGREEMENT"), by and among Company, Lenders and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit Agreement to
make certain amendments as set forth below:
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: DEFINITIONS AND ACCOUNTING TERMS
A. Subsection 1.1 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in proper
alphabetical order:
"American Steel" shall mean American Steel, L.L.C.
"American Steel Credit Agreement" shall mean the amended and
restated credit agreement by and among American Steel, Bank of America, N.A., as
Administrative Agent, and the lenders from time to time party thereto, providing
credit facilities of up to $24,000,000 (the "American Steel Credit Agreement").
"Support Letter" shall mean the support letter, issued by RSA to
Bank of America, N.A., relating to American Steel's obligations under the
American Steel Credit Agreement.
B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting from the definition of "Subsidiary" the following sentence
at the end thereof:
"For purposes of clarification, American Steel shall not be deemed
to be a Subsidiary of RSA."
1.2 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS
A. Subsection 7.1 is hereby amended by (i) deleting the "and" at
the end of clause (e), (ii) deleting the "." at the end of clause (f) and
substituting "; and" therefor, and (iii) adding the following clause (g) at the
end thereof:
"(g) Liens on assets of American Steel securing the obligations of
American Steel under the American Steel Credit Agreement."
B. Subsection 7.3 is hereby amended by (i) deleting the "and" at
the end of clause (f), (ii) deleting the "." at end of clause (g) and
substituting "; and" therefor, and (iii) adding the following clauses (h) and
(i) at the end thereof:
"(h) Indebtedness of American Steel under the American Steel Credit
Agreement; and
(i) Obligations of RSA arising under the Support Letter"
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following condition precedent (the date of
satisfaction of such conditions being referred to herein as the "FIRST AMENDMENT
EFFECTIVE DATE"): On or before the First Amendment Effective Date, RSA shall
have increased its total percentage ownership of American Steel, L.L.C.
("American Steel") to more than 50%.
SECTION 3. BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Borrowers represent and
warrant to each Lender that the following statements are true, correct and
complete:
A. CORPORATE POWER AND AUTHORITY. Borrowers have all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform their obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Borrowers.
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C. NO CONFLICT. The execution and delivery by Borrowers of this
Amendment and the performance by Borrowers of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to each Borrower or any of their respective Subsidiaries,
the Certificate or Articles of Incorporation or Bylaws of each Borrower or any
of their respective Subsidiaries or any order, judgment or decree of any court
or other agency of government binding on Borrowers or any of their respective
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of
Borrowers or any of their respective Subsidiaries, (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
Borrowers or any of their respective Subsidiaries (other than Liens created or
permitted under any of the Loan Documents in favor of Administrative Agent on
behalf of Lenders), or (iv) require any approval of stockholders or any approval
or consent of any Person under any Contractual Obligation of Borrowers or any of
their respective Subsidiaries that has not been obtained.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Borrowers
of this Amendment and the performance by Borrowers of the Amended Agreement do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement
have been duly executed and delivered by Borrowers and are the legally valid and
binding obligations of each Borrower, enforceable against each Borrower in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
SECTION 4. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the First Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in
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the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement
shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power or
remedy of Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. FEES AND EXPENSES. Borrowers acknowledge that all costs, fees
and expenses as described in subsection 10.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Borrowers.
C. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
(INCLUDING WITHOUT LIMITATION SECTION 1646.5 OF THE CIVIL CODE OF THE STATE OF
CALIFORNIA), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment (other than the
provisions of Section 1 hereof, the effectiveness of which is governed by
Section 2 hereof) shall become effective as of the date first written above and
upon the execution of a counterpart hereof by Borrowers and Requisite Lenders
and receipt by Borrowers and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
RELIANCE STEEL & ALUMINUM CO.,
a California corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
By: /s/ Xxxxx XxXxxxxx
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Name: Xxxxx XxXxxxxx
Title: Executive Vice President and
Chief Financial Officer
RSAC MANAGEMENT CORP.,
a California corporation
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
By: /s/ Xxxxx XxXxxxxx
------------------------------------
Name: Xxxxx XxXxxxxx
Title: Executive Vice President
S-1
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
Title: Vice President
S-2
BANK OF AMERICA, N.A.,
as Issuing Lender and a Lender
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President
S-3
FIRST UNION NATIONAL BANK,
as Syndication Agent and as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-4
THE CHASE MANHATTAN BANK,
as a Lender
By: /s/
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Name:
-------------------------------------
Title:
------------------------------------
S-5
UNION BANK OF CALIFORNIA, N.A.,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-6
COMERICA WEST INCORPORATED,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-7
CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-8
THE NORTHERN TRUST COMPANY,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-9
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
--------------------------------
S-10
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as a Lender
By: /s/
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Name:
---------------------------------
Title:
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S-11
