EX-10.13



 Exhibit 10.13 

AMENDMENT TO SECOND AMENDED AND RESTATED 

CREDIT AND SECURITY AGREEMENT 

THIS AMENDMENT (the “Amendment”), dated Sept. 24, 2013, is entered into by and between SCHUFF INTERNATIONAL,
INC., a Delaware corporation, and the other Persons listed in Schedule 1.1 of the Credit Agreement, as hereafter defined (collectively, jointly and severally the “Borrower”), and WELLS FARGO CREDIT, INC., a Minnesota corporation
(“Lender”). 
 RECITALS 

The Borrower and the Lender are parties to a Second Amended and Restated Credit and Security Agreement dated August 14, 2013 (as amended
from time to time, the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 

1. Credit Agreement Amendment. The Credit Agreement is hereby amended as follows: 

(a) Section 6.2(d) of the Credit Agreement is hereby deleted and replaced as follows: 

(d) Capital Expenditures. The Borrower shall not in any fiscal year incur unfinanced Capital Expenditures in excess of
(i) $8,000,000.00 during the Borrower’s 2013 fiscal year, and (ii) $5,000,000.00 in the aggregate in any fiscal year thereafter. 

(b) Exhibit B of the Credit Agreement is hereby deleted and replaced with Exhibit B attached hereto. 

2. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall
remain in full force and effect and shall apply to any advance or letter of credit thereunder. 
 3. Conditions Precedent. This
Amendment shall be effective when the Lender shall have received an executed original hereof, together with each of the following, each in substance and form acceptable to the Lender in its sole discretion: 

(a) A Certificate of the Secretary of the Borrower certifying as to (i) the resolutions of the board of directors of the Borrower
approving the execution and delivery of this Amendment, (ii) the fact that the articles of incorporation and bylaws or articles of organization and operating agreement, as applicable, of the Borrower, which were certified and delivered to the
Lender pursuant to a previous Certificate of Authority of the Borrower’s secretary or assistant secretary continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to be delivered,
and (iii) certifying that the officers and agents of the Borrower who have been certified to the Lender, pursuant to a previous Certificate of Authority of the Borrower’s secretary or assistant secretary, as being authorized to sign and to
act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the officers and agents of the Borrower authorized to execute and deliver this Amendment and all other documents, agreements and
certificates on behalf of the Borrower. 
 (b) Such other matters as the Lender may reasonably require. 

  
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 4. Representations and Warranties. The Borrower hereby represents and warrants to the
Lender as follows: 
 (c) The Acknowledgment and Agreement of Guarantors set forth at the end of this Amendment, duly executed by each
Guarantor. 
 (d) The Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments
required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms. 
 (e) The execution, delivery and performance by the Borrower of this Amendment and
any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or
by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be
bound or affected. 
 (f) All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of
the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. 

5. References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit Agreement as
amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby. 

6. No Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be
deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and
whether or not existing on the date of this Amendment. 
 7. Release. The Borrower, and each Guarantor by signing the Acknowledgment
and Agreement of Guarantors set forth below, hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers,
indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description,
whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or each Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission,
matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. 

  
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 8. Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit
Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all title insurance premiums and all reasonable fees and disbursements of legal
counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, subject to the terms of this Amendment, in its sole discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses. 

9. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be
deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. 
 [EXECUTION PAGES
FOLLOW] 

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

							
	For Each Person Comprising the Borrower	 	SCHUFF INTERNATIONAL, INC., a Delaware corporation
	  
 c/o Schuff International, Inc.

1841 W. Buchanan Street
 Phoenix, Arizona 85007

Telecopier: (602) 452-4465
 Attention: Michael R. Hill

e-mail: mike.hill@schuff.com
	 	  
 By
	 	  
 





	 		 	  

	 		 	Michael R. Hill
	 	Its:	 	Vice President and Chief Financial Officer
	 	  
 SCHUFF STEEL COMPANY, a Delaware corporation

	 	  
 By:
	 	  
 





		 		 	  

		 		 	Michael R. Hill
		 	Its:	 	Vice President and Chief Financial Officer
		
		 	SCHUFF STEEL – ATLANTIC, LLC., a Florida limited liability company
			
		 	By:	 	Schuff Steel Company, a Delaware corporation
		 		 	Its Managing Member
				
		 		 	By:	 	




		 		 		 	  

		 		 		 	Michael R. Hill
		 		 	Its:	 	Vice President and Chief Financial Officer
		
		 	QUINCY JOIST COMPANY, a Delaware corporation
			
		 	By:	 	




		 		 	  

		 		 	Michael R. Hill
		 		 	Its: Vice President
		
		 	SCHUFF STEEL – GULF COAST, INC., a Delaware corporation
			
		 	By:	 	




		 		 	  

		 		 	Michael R. Hill
		 		 	Its:	 	Vice President


  
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	ON-TIME STEEL MANAGEMENT HOLDING, INC., a Delaware corporation
		
	By:	 	




		 	  

		 	Michael R. Hill
		 	Its: Vice President
	
	SCHUFF HOLDING CO., a Delaware corporation
		
	By	 	




		 	  

	Name:	 	 Michael R. Hill

	Title:	 	 Chairman, President, Secretary & Treasurer

	
	ADDISON STRUCTURAL SERVICES, INC., a Florida corporation
		
	By	 	




		 	  

	Name:	 	 Michael R. Hill

	Title:	 	 Chairman, President, Secretary & Treasurer

	
	SCHUFF STEEL MANAGEMENT COMPANY- SOUTHEAST L.L.C., a Delaware limited liability company
		
	By	 	




		 	  

	Name:	 	 Michael R. Hill

	Title:	 	 Manager

	
	SCHUFF STEEL MANAGEMENT COMPANY- SOUTHWEST, INC., a Delaware corporation
		
	By:	 	




		 	  

		 	Michael R. Hill
		 	Its: Vice President
	
	SCHUFF STEEL MANAGEMENT COMPANY- COLORADO, L.L.C., a Delaware limited liability company
		
	By:	 	




		 	  

		 	Michael R. Hill, Manager



  
 5 








 
			
	SCHUFF PREMIER SERVICES LLC, a Delaware limited liability company
		
	By:	 	




		 	  

	Its:	 	 Michael R. Hill, Manager




  
 6 








 
			
	WELLS FARGO CREDIT, INC.
		
	By	 	




		 	  

		
		 	Its Authorized Signatory



  
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 ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS 

Each of the undersigned, a guarantor of the indebtedness of Borrower to Lender pursuant to a separate Guaranty (each, a “Guaranty”),
hereby (i) acknowledges receipt of the foregoing Agreement; (ii) consents to the terms (including without limitation the release set forth in Section 7 of the Agreement) and execution thereof; (iii) reaffirms its obligations to
the Lender pursuant to the terms of its Guaranty; and (iv) acknowledges that the Lender may amend, restate, extend, renew or otherwise modify the Credit Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or
extend additional or other credit accommodations, without notifying or obtaining the consent of any of the undersigned and without impairing its liability under its Guaranty for all of the Borrower’s present and future indebtedness to the
Lender. 
  

					
	19TH AVENUE/BUCHANAN LIMITED PARTNERSHIP
		
	By:	 	




		 	  

		 	Name:	 	David A. Schuff
		 	Title:	 	General Partner



  
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 Exhibit B to Credit and Security Agreement 

COMPLIANCE CERTIFICATE 
  

					
	To:	  	  
	  	
		  	Wells Fargo Credit, Inc.	  	
			
	Date:	  	            , 2013	  	
			
	Subject:	  	  
	  	
		  	Financial Statements	  	

 In accordance with our Second Amended and Restated Credit and Security Agreement dated August 14, 2013,
as amended from time to time (the “Credit Agreement”), attached are the financial statements of Schuff International, Inc. and its Subsidiaries as of and for             ,
20     (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement. 

I certify that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present
the Borrower’s financial condition as of the date thereof. 
 Events of Default. (Check one): 

 

	 	 ̈	The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement except as previously reported in writing to the Lender. 


 

	 	 ̈	The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement not previously reported in writing to the Lender and attached hereto is a statement of the facts with respect
to thereto. The Borrower acknowledges that pursuant to Section 2.8(b) of the Credit Agreement, the Lender may impose the Default Rate at any time during the resulting Default Period to be effective as of any date permitted under the Agreement.


 Financial Covenants. I further certify to the Lender as follows: (Check one): 

 

	 	 ̈	The Reporting Date marks the end of one of the Borrower’s fiscal months, but not the end of a fiscal quarter or fiscal year; hence I am completing all items below except items      and
    . 

  

	 	 ̈	The Reporting Date marks the end of one of the Borrower’s fiscal quarters but not the end of a fiscal year, hence I am completing all items below except items      and     .


  

	 	 ̈	The Reporting Date marks the end of the Borrower’s fiscal year, hence I am completing all paragraphs below all items below. 


  
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 I further certify to the Lender as follows: 

1. Section 6.2(a) – Fixed Charge Coverage Ratio. 

 

					
	 Quarter Ending
	  	Minimum Required Fixed
Charge Coverage Ratio	  	Actual
	 December 31, 2012
	  	1.20 to 1	  	
	 March 31, 2013
	  	1.20 to 1	  	
	 June 30, 2013
	  	1.20 to 1	  	
	 September 30, 2013
	  	1.20 to 1	  	
	 December 31, 2013
	  	1.20 to 1	  	

 2. Section 6.2(b) Total Debt to EBITDA 

 

					
	 Quarter Ending
	  	Minimum Required Ratio	  	Actual
	 December 31, 2012
	  	3.0 to 1	  	
	 March 31, 2013
	  	3.0 to 1	  	
	 June 30, 2013
	  	3.0 to 1	  	
	 September 30, 2013
	  	2.75 to 1	  	
	 December 31, 2013
	  	2.75 to 1	  	

 3. Section 6.2(c) Free Cash Flow 

 

					
	 Year
	  	Requirement =	 	Actual
	 Each Fiscal Year from and after 2013
	  	30% of Free Cash Flow	 	

 4. Section 6.2(d) 

 

							
	 Year
	  	Maximum Permitted
Unfinanced Capital
Expenditures	 	  	Actual
	 2013
	  	$	8,000,000.00	  	  	
	 Each Fiscal Year thereafter
	  	$	5,000,000.00	  	  	


  
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 5. Section 6.2(e) 

 

							
	 Month
	  	Maximum Permitted
Net Loss	 	  	Actual
	 Any single month
	  	$	600,000.00	  	  	
	 Any two consecutive months
	  	$	1,000,000.00	  	  	

 6. Distributions. As of the Reporting Date, the Borrower  ̈ is  ̈ is not in compliance with Section 6.7 of the Credit Agreement concerning dividends distributions, purchases, retirements and redemptions. 

7. Salaries. As of the Reporting Date, the Borrower  ̈ is  ̈ is not in compliance with Section 6.8 of the Credit Agreement concerning salaries and other compensation. 

8. Transactions With Affiliates. As of the Reporting Date, the Borrower
 ̈ is  ̈ is not in compliance with Section 6.27 of the Credit Agreement concerning transactions with Affiliates. 

Attached hereto are all relevant facts in reasonable detail to evidence, and the computations of the financial covenants referred to above. These computations
were made in accordance with GAAP. 
  

	
	  

	Chief Financial Officer of Schuff International, Inc. and authorized agent of the other Persons comprising the Borrower



  
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