EXHIBIT 10.10

FORM OF 

NINTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is dated _________ 2001, effective March 1, 2001, and entered into by and among MMI PRODUCTS, INC., a Delaware corporation ("Borrower"), FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor by merger to Fleet Capital Corporation, a Connecticut corporation, formerly known as Shawmut Capital Corporation, a Connecticut corporation, successor in interest by assignment toBarclays Business Credit, Inc., a Connecticut corporation ("Fleet"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware corporation ("Transamerica" and, collectively with Fleet, "Lenders") and Fleet, as collateral agent for Lenders ("Collateral Agent").

	A.	Borrower, Lenders and Collateral Agent have entered into that certain Amended and Restated Loan and Security Agreement, dated as of December 13, 1996, as amended by (i) that certain First Amendment to Amended andRestated Loan and Security Agreement, dated as of April 15, 1997, (ii) that certain Second Amendment to Amended and Restated Loan and Security Agreement, dated as of June 11, 1997, (iii) that certain Third Amendment to Amended and Restated Loanand Security Agreement, dated as of February 18, 1998, (iv) that certain Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of April 14, 1998, (v) that certain Fifth Amendment to Amended and Restated Loan and SecurityAgreement, dated as of October 6, 1998, (vi) that certain Sixth Amendment to Loan and Security Agreement, dated as of November 12, 1999, (vii) that certain Seventh Amendment to Loan and Security Agreement, dated as of February 3, 2000 and (viii) thatcertain Eighth Amendment to Loan and Security Agreement, dated as of August 31, 2000 (as amended, the "Loan Agreement").

B.	Borrower, Lenders and Collateral Agent desire to amend the Loan Agreement and the Other Agreements (a) to increase the amount of the Revolving Credit Commitment to $100,000,000, and (b) to allow and provide for certain relatedmatters further described in Article II below.

**NOW,**THEREFORE,**in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agreeas follows:**ARTICLE I

Definitions**
**1.1	Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended hereby, unless otherwise stated.**ARTICLE II

Amendments

Effective as of the Effective Date hereof, the Loan Agreement is hereby amended as follows:

**2.1	Amendment to Section 1.1; Amendment of Definitions. 
(a)	Effective as of the date hereof, Section 1.1 is amended by deleting subsection (B)(ii) of the definition "Borrowing Base" and substituting the following in lieu thereof:

		"(ii)	the lesser of (x) 65% (or such lesser percentage as Collateral Agent may, consistent with its usual and customary practices applied to borrowing base credits generally and, with the consent of Majority Lenders,determine from time to time) of the value of Eligible Inventory at such date consisting of raw materials, calculated on the basis of the lower of cost or market (as determined by Collateral Agent in its reasonable discretion) with the cost of rawmaterials calculated on a first-in-first-out or average cost basis, plus 50% (or such lesser percentage as Collateral Agent may consistent with its usual and customary practices applied to borrowing base credits generally and, with the consent of MajorityLenders, determine from time to time) of the value of Eligible Inventory at such date consisting of finished goods, calculated on the basis of the lower of cost or market (as determined by Collateral Agent in its reasonable discretion) with the cost offinished goods calculated on a first-in-first-out or average cost basis, or (y) $50,000,000;"

(b)	Effective as of the date hereof, Section 1.1 is amended by entirely deleting the definition of "Revolving Credit Commitment" in that section and replacing it with the following:

 

		"Revolving Credit Commitment - $100,000,000. Notwithstanding the foregoing, if the Revolving Credit Commitment is reduced by Borrower in accordance with Section 2.1(C) hereof, the Revolving Credit Commitment shallthereafter be an amount equal to the amount of the Revolving Credit Commitment, as reduced in accordance with Section 2.1(C) hereof."

**2.2	Amendment to Exhibit D.****Effective upon satisfaction of the conditions set forth in Article III of this Amendment, Exhibit D to the Loan Agreement (Borrower's Business Locations) is herebydeleted in its entirety and replaced with Exhibit D attached hereto.**ARTICLE III

Conditions Precedent**
**3.1	**Conditions to Effectiveness.****The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Lenders: 
(a)	Collateral Agent shall have received on behalf of the Lenders:

			(i)	this Amendment, duly executed by Borrower;

			(ii)	Sixth Amended and Restated Secured Promissory Notes, one for each Lender, representing that Lender's Revolving Credit Percentage of Borrower's indebtedness, duly executed by Borrower in the form of the attached Annex A;

			(iii)	a Collateral Assignment of Asset Purchase Agreement, duly executed by Borrower pursuant to which Borrower shall collaterally assign its rights under the Asset Purchase Agreement, dated and effective as of February1, 2001 (the "Asset Purchase Agreement"), by and among Borrower, Page Two, Inc., an Illinois corporation, Kewee 3, Inc., a Texas corporation and certain stockholders named therein, to Lenders, in form and substance satisfactory to Lenders;

			(iv)	a Consent, Ratification and Release, duly executed by Merchants Metals Holding Company;

			(v)	a Company General Certificate acknowledging (A) that Borrower's Board of Directors has met and has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance byBorrower of this Amendment and all Other Agreements to which Borrower is or is to be a party, and (B) the names of the officers of Borrower authorized to sign this Amendment and each of the Other Agreements to which Borrower is or is to be a partyhereunder (including the certificates contemplated herein) together with specimen signatures of such officers;

			(vi)	written instructions from Borrower directing the application of proceeds of the Loans made in connection with this Amendment; and

			(vii)	copies of (a) the Asset Purchases Agreement and each document related thereto, and a certificate of the proper officers of Borrower certifying that the documents attached to that certificate constitute a true,correct, and complete set of the documents related to the Asset Purchase Agreement, and that all conditions precedent to the Asset Purchase have been met or waived, and (b) evidence that assets acquired in connection with the Asset Purchase have beenadded to the existing property and liability insurance policies of the Company, and that Collateral Agent has been named as mortgagee, loss-payee, and additional insured on all such property and liability insurance policies pursuant to issued endorsementsin form and substance satisfactory to Lenders.

	(b)	The representations and warranties contained herein and in the Loan Agreement and the Other Agreements, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof.

	(c)	No Default or Event of Default shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Lenders.

	(d)	Lenders shall have received payment, in immediately available funds, of the $62,500 amendment fee.

	(e)	All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Collateral Agent, Lendersand their legal counsel. 
**ARTICLE IV

No Waiver**
**4.1	Nothing contained herein shall be construed as a waiver by Collateral Agent or Lenders of any covenant or provision of the Loan Agreement, the Other Agreements, this Amendment, or of any other contract orinstrument between Borrower, Collateral Agent and/or Lenders, and the failure of Collateral Agent or Lenders at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right ofCollateral Agent or Lenders to thereafter demand strict compliance therewith. Collateral Agent and Lenders hereby reserve all rights granted under the Loan Agreement, the Other Agreements, this Amendment and any other contract or instrument betweenBorrower, Collateral Agent and Lenders.**ARTICLE V

Ratifications, Representations and Warranties**
**5.1	**Ratifications.****The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the Other Agreements,and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement and the Other Agreements are ratified and confirmed and shall continue in full force and effect. Borrower, Collateral Agent and Lendersagree that the Loan Agreement and the Other Agreements, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
**5.2	**Representations and Warranties. Borrower hereby represents and warrants to Collateral Agent and Lenders that (a) the execution, delivery and performance of this Amendment and any and all Other Agreementsexecuted and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of Borrower and will not violate the Certificate/Articles of Incorporation or Bylaws of Borrower; (b) the representations and warrantiescontained in the Loan Agreement, as amended hereby, and any Other Agreement are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date; (c) no Default or Event of Defaultunder the Loan Agreement, as amended hereby, has occurred and is continuing, unless such Default or Event of Default has been specifically waived in writing by Collateral Agent and Lenders; (d) such Borrower is in full compliance with all covenants andagreements contained in the Loan Agreement and the Other Agreements, as amended hereby; and (e) Borrower has not amended its Certificate Incorporation or its Bylaws since the date of the Loan Agreement, except for a restatement of the Certificate ofIncorporation which merely restates and integrates, but does not further amend, the Certificate of Incorporation.**ARTICLE VI

Miscellaneous Provisions**
**6.1	**Survival of Representations and Warranties.****All representations and warranties made in the Loan Agreement or any Other Agreement, including, without limitation, any document furnished inconnection with this Amendment, shall survive the execution and delivery of this Amendment and the Other Agreements, and no investigation by Collateral Agent or Lenders or any closing shall affect the representations and warranties or the right ofCollateral Agent or Lenders to rely upon them.
**6.2	**Reference to Loan Agreement.****Each of the Loan Agreement and the Other Agreements, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to theterms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such Other Agreements to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
**6.3	**Expenses of Collateral Agent and Lenders.****As provided in the Loan Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Collateral Agent and Lenders in connection with thepreparation, negotiation, and execution of this Amendment and the Other Agreements executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Collateral Agent's andLenders' legal counsel, and all costs and expenses incurred by Collateral Agent and Lenders in connection with the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, or any Other Agreements, including, withoutlimitation, the costs and fees of Collateral Agent's and Lenders' legal counsel.
**6.4	Severability.****Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereofshall be confined to the provision so held to be invalid or unenforceable.
**6.5	Successors and Assigns.****This Amendment is binding upon and shall inure to the benefit of Collateral Agent, Lenders and Borrower and their respective successors and assigns, except that Borrower may notassign or transfer any of its rights or obligations hereunder without the prior written consent of Collateral Agent.
**6.6	**Counterparts.****This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which when so executed shall be deemed to be an original, but all ofwhich when taken together shall constitute one and the same instrument.
**6.7	**Effect of Waiver.****No consent or waiver, express or implied, by Collateral Agent or Lenders to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent toor waiver of any other breach of the same or any other covenant, condition or duty.
**6.8	Headings.****The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
**6.9	Applicable Law.****THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF TEXAS.
**6.10	Release.****BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL, OR ANYPART OF ITS LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM COLLATERAL AGENT OR LENDERS. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND LENDERS, THEIRPREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED ORUNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST COLLATERAL AGENT AND/OR LENDERS, THEIRPREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS"**,**INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHERAGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
**6.11	Final Agreement.****THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT ISEXECUTED. THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR**,**CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY AWRITTEN AGREEMENT SIGNED BY BORROWER AND MAJORITY LENDERS.
 

 

IN WITNESS WHEREOF, this Amendment has been executed on the date first****above-written, to be effective upon satisfaction of the conditions set forth herein.

 

**BORROWER:****  **MMI PRODUCTS, INC. 
By: 		                                    
	Robert N. Tenczar, 
	Chief Financial Officer 
 **LENDERS: 
 **FLEET CAPITAL CORPORATION 
	By:                                     	
	Joy L. Bartholomew, 
	Senior Vice President 
 
	**TRANSAMERICA BUSINESS CREDIT CORPORATION**
	By:	                                     	
	Name: Teresa Britt Gerlach	
	Title:	 Vice President		**  **	COLLATERAL AGENT: 
	 **FLEET CAPITAL CORPORATION
	By:	                                            	
Joy L. Bartholomew, Senior Vice President 

 

 
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CONSENT, RATIFICATION AND RELEASE**
 

The undersigned, hereby consents to the terms of the within and foregoing Amendment, confirms and ratifies the terms of its guaranty agreement, and acknowledges that its guaranty agreement is in full force and effect, that it has nodefense, counterclaim, set-off or any other claim to diminish its liability under such document, that its consent is not required to the effectiveness of the within and foregoing document, and that no consent by it is required for the effectiveness of anyfuture amendment, modification, forbearance or other action with respect to the Loans, the Collateral, or any of the Other Agreements. THE UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND LENDERS. THEIRPREDECESSORS, OFFICERS, DIRECTORS,****EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST COLLATERAL AGENT OR LENDERS, THEIR PREDECESSORS, OFFICERS,DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS,****OR OTHERWISE, AND ARISING FROM ANY "LOANS". INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,****CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS ANDREMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

 

**GUARANTOR:****MERCHANTS METALS HOLDING COMPANY
	By:	                                  	
	Name:	Robert N. Tenczar			
	Title:	Vice President - Finance		************************************************************************