Contract

Exhibit 10.4

AMENDMENT NO. 4, dated as of March 11, 2015 (this “Amendment”), to the Credit Agreement dated as of October 19, 2007, as amended and restated as of March 14, 2011, as further amended as of September 25, 2012 and as further amended as of April 3, 2013, among Joseph T. Ryerson & Son, Inc., a Delaware corporation, successor in interest to Ryerson Inc. (“Ryerson & Son”), Sunbelt-Turret Steel, Inc., a Pennsylvania corporation (“Sunbelt-Turret”), Turret Steel Industries, Inc., a Pennsylvania corporation (“Turret Steel”), Imperial Trucking Company, LLC, a Pennsylvania limited liability company (“Imperial Trucking”), Wilcox-Turret Cold Drawn, Inc., a Wisconsin corporation (“Wilcox-Turret”), Fay Industries, Inc., an Ohio corporation (“Fay Industries”) and Ryerson Canada, Inc., a Canadian corporation (“Ryerson Canada” and, together with Ryerson & Son, the “Borrowers”), the lending institutions parties hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Bank of America, N.A. (acting through its Canada branch), as Canadian agent, Bank of America, N.A., Wells Fargo Capital Finance, LLC and General Electric Capital Corporation as collateral agents, General Electric Capital Corporation, JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC, as co-syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, General Electric Capital Corporation and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, and BMO Harris Bank, N.A., Deutsche Bank Securities Inc. and U.S. Bank National Association, as documentation agents (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrowers desire to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 13.9.1 of the Credit Agreement provides that the U.S. Borrowers and the Administrative Agent may amend the Credit Agreement and the other Credit Documents to implement the China Facility;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 4 Effective Date (as defined below), hereby amended by replacing “and” with “,” in clause (ii) of the last paragraph of Section 10.2.5 and adding “and (xix)” immediately after “(xviii)”.

Section 2. Representations and Warranties, No Default. The U.S. Borrowers hereby represent and warrant that as of the Amendment No. 4 Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality are true and correct (after giving effect to any qualification therein) in all respects on and as of the date hereof).


Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 4 Effective Date”) that the Administrative Agent shall have received executed signature pages from the U.S. Borrowers.

Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 5. Applicable Law. THIS AMENDMENT HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AND SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent or the Borrowers, in each case under the Credit Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of such agreement or any other Credit Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. This Amendment shall constitute a Credit Document for purposes of the Credit Agreement and from and after the Amendment No. 4 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the U.S. Borrowers hereby consents to this Amendment and confirms that all obligations of such U.S. Borrower under the Credit Documents to which such U.S. Borrower is a party shall continue to apply to the Credit Agreement, as amended hereby.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

JOSEPH T. RYERSON & SON, INC.
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

TURRET STEEL INDUSTRIES, INC.
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

SUNBELT-TURRET STEEL INC.
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

IMPERIAL TRUCKING COMPANY, LLC
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

WILCOX-TURRET COLD DRAWN, INC.
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

FAY INDUSTRIES, INC.
By: /s/ Robert DeLaney
Name: Robert DeLaney
Title: Treasurer

 

[Signature Page to the Amendment No. 4 to the Credit Agreement]


BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Stephen King
Name: Stephen King
Title: Senior Vice President

 

[Signature Page to the Amendment No. 4 to the Credit Agreement]