AMENDMENT NO. ONE TO FIRST AMENDED AND RESTATED BUSINESS LOAN AGREEMENT This Amendment No. One (the "Amendment") dated as of September 25, 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, (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 meaning 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. 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 December 31, 1996, 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 Paragraph 8.6 is amended and restated in their entirety to read as follows: "8.6 Positive Liquidity Formula. To maintain at all times total liquidity in an amount greater than Zero Dollars ($0), calculated as follows: -1-
(a) The sum of (i) eighty percent (80%) of the Borrower's account receivable that have not been outstanding more than 90 days from their due dates, (ii) sixty percent (60%) of the sum of Borrower's inventory plus LIFO reserves, and (iii) thirty-five percent (35%) of the Borrower's net fixed assets; minus (b) The Borrower's total interest bearing debt." 2.3 In Paragraph 8.7, the following is added as subparagraph (f): "(f) Additional indebtedness incurred under the Private Placement. For purposes of this Agreement, 'Private Placement' means the private placement of one or more debt instruments evidencing obligation(s) that (1) are unsecured, (2) are not less than a total of Fifty Million Dollars ($50,000,000), (3) do not exceed a total of One Hundred Million Dollars ($100,000,000), (4) provide for payments of interest only during the first three years, and (5) are otherwise subject to terms and conditions mutually acceptable to the Borrower and the Bank." 2.4 In subparagraph 8.19(c), the words "(excluding the acquisition of CCC Steel, Inc.)" are amended to read "(excluding the acquisitions of CCC Steel, Inc. and Sisken Steel & Co.)."
(a) The sum of (i) eighty percent (80%) of the Borrower's account receivable that have not been outstanding more than 90 days from their due dates, (ii) sixty percent (60%) of the sum of Borrower's inventory plus LIFO reserves, and (iii) thirty-five percent (35%) of the Borrower's net fixed assets; minus (b) The Borrower's total interest bearing debt." 2.3 In Paragraph 8.7, the following is added as subparagraph (f): "(f) Additional indebtedness incurred under the Private Placement. For purposes of this Agreement, 'Private Placement' means the private placement of one or more debt instruments evidencing obligation(s) that (1) are unsecured, (2) are not less than a total of Fifty Million Dollars ($50,000,000), (3) do not exceed a total of One Hundred Million Dollars ($100,000,000), (4) provide for payments of interest only during the first three years, and (5) are otherwise subject to terms and conditions mutually acceptable to the Borrower and the Bank." 2.4 In subparagraph 8.19(c), the words "(excluding the acquisition of CCC Steel, Inc.)" are amended to read "(excluding the acquisitions of CCC Steel, Inc. and Sisken Steel & Co.)." 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. -2-
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 -------------------------
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-
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."
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-
"(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.
"(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-
($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
($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 -----------------------------
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AMENDMENT NO. THREE TO FIRST AMENDED AND RESTATED BUSINESS LOAN AGREEMENT This Amendment No. Three to First Amended and Restated Business Loan Agreement (this "Amendment") dated as of October 1, 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 amendments dated as of September 25, 1996, and September 27, 1996 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
AMENDMENT NO. THREE TO FIRST AMENDED AND RESTATED BUSINESS LOAN AGREEMENT This Amendment No. Three to First Amended and Restated Business Loan Agreement (this "Amendment") dated as of October 1, 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 amendments dated as of September 25, 1996, and September 27, 1996 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: In Paragraph 1.6(e) of the Agreement, "0.875" is amended to read "0.625." 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. -1-
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 --------------------------------
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 ----------------------------
-2ARTICLE 5 MULTIPLIER: 1,000
PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY
9 MOS DEC 31 1996 JAN 01 1996 SEP 30 1996 2,698 0 70,050 (3,003) 84,257 159,235 141,347 (54,557) 284,630 58,430 0 0 0 61,131 124,619 284,630 475,657 479,425 361,858 361,858 80,749 0 2,045 38,305 15,722 22,583 0 0 0 22,583 2.16
ARTICLE 5 MULTIPLIER: 1,000
PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED
9 MOS DEC 31 1996 JAN 01 1996 SEP 30 1996 2,698 0 70,050 (3,003) 84,257 159,235 141,347 (54,557) 284,630 58,430 0 0 0 61,131 124,619 284,630 475,657 479,425 361,858 361,858 80,749 0 2,045 38,305 15,722 22,583 0 0 0 22,583 2.16 0