Ex4-17






	






Exhibit 4.17 




SECOND
AMENDMENT



     SECOND
AMENDMENT, dated as of October 27, 2000, effective as of September 30, 2000 (this “Second
Amendment”), to the Amended and Restated Credit Agreement, dated as of May 22, 1998 (as
amended by the First Amendment, dated as of July 21, 1998, and as the same may be further
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among BAYOU STEEL CORPORATION, a Delaware corporation (the “Borrower”), the several banks
and other financial institutions or entities from time to time parties thereto (the
“Lenders”) and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders
thereunder (in such capacity, the “Administrative Agent”). 



WITNESSETH:



     WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain
Loans to the Borrower; and 



     WHEREAS,
the Borrower has requested that the Lenders amend and waive, and the Lenders have agreed
to amend and waive, certain of the provisions of the Credit Agreement, upon the terms and
subject to the conditions set forth below; 



     NOW,
THEREFORE, the parties hereto hereby agree as follows: 



     1.
Defined Terms. Capitalized terms used herein and not otherwise defined are used herein as
defined in the Credit Agreement.. Defined Terms. Capitalized terms used herein and not
otherwise defined are used herein as defined in the Credit Agreement. 



     2.
Amendment to Section 1.01. The definition of “Net Income” in Subsection 1.01 of the
Credit Agreement is hereby amended by adding “(A)” in the first parenthetical between the
words “including” and “the” and adding the following text immediately after the number
“109”: . Amendment to Section 1.01. The definition of NetIncome in Subsection 1.01 of the
Credit Agreement is hereby amended by adding (A) in the first parenthetical between the
words including and the and adding the following text immediately after the number 109: 









	 	
and (B) for purposes of Section 7.14, non-cash lower of cost or market inventory charges in
an aggregate amount not to exceed $2,800,000, non-recurring consultant fees incurred in
connection with the organizational effectiveness project in an aggregate amount not to
exceed $2,050,000 and unusual learning curve costs incurred in connection with the
implementation of the More lance in an aggregate amount not to exceed $730,000 and (B) for
purposes of Section 7.14, non-cash lower of cost or market inventory charges in an
aggregate amount not to exceed $2,800,000, non-recurring consultant fees incurred in
connection with the organizational effectiveness project in an aggregate amount not to
exceed $2,050,000 and unusual learning curve costs incurred in connection with the
implementation of the More lance in an aggregate amount not to exceed $730,000





	


     3.
Amendment to Section 7.14. Subsection 7.14 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the following new
Section 7.14:. Amendment to Section 7.14. Subsection 7.14 of the Credit Agreement is
hereby amended by deleting such Section in its entirety and substituting in lieu thereof
the following new Section 7.14: 



     SECTION
7.14. Interest Expense Coverage Ratio. In the case of the Borrower and its Recourse
Subsidiaries, fail to maintain a ratio of Consolidated EBITDA to Consolidated Fixed
Charges (“Interest Expense Coverage Ratio”) (i) if the Aggregate Outstanding Extensions
of Credit are equal to or less than $10,000,000, for any period of four consecutive
fiscal quarters ending on any date set forth below equal to or greater than the Interest
Expense Coverage Ratio specified below opposite such date and (ii) on any date when the
Aggregate Outstanding Extensions of Credit are greater than $10,000,000, on any date
prior to the initial date set forth below and on any date after the final date set forth
below an Interest Expense Coverage Ratio for any period of four consecutive fiscal
quarters ending on such date equal to or greater than the Interest Expense Coverage Ratio
specified below opposite the Aggregate Outstanding Extensions of Credit at such date of
determination: 


















	












		Date 
	Interest Expense Coverage Ratio 

			
	 	 	December 31, 2000	 	1.00 to 1.00	 
	 	 	March 31, 2001	 	1.00 to 1.00	 
	 	 	June 30, 2001	 	1.10 to 1.00	 








		Outstanding 
	Interest Expense Coverage Ratio 

	 	 	Less than $10,000,000	 	1.50 to 1.00	 
	 	 	At least $10,000,000, but less than $15,000,000	 	1.60 to 1.00	 
	 	 	At least $15,000,000, but less than $25,000,000	 	1.70 to 1.00	 
	 	 	At least $25,000,000, and up to $40,000,000	 	1.90 to 1.00	 






	

     4.
Amendment to Schedule 2.01. Schedule 2.01 to the Credit Agreement is hereby amended by
deleting such Schedule in its entirety and replacing it with Schedule 2.01 annexed hereto
as Annex I. As a result of this Second Amendment, the Total Commitment shall be decreased
from $50,000,000 to $40,000,000.. Amendment to Schedule 2.01. Schedule 2.01 to the Credit
Agreement is hereby amended by deleting such Schedule in its entirety and replacing it
with Schedule 2.01 annexed hereto as Annex I. As a result of this Second Amendment, the
Total Commitment shall be decreased from $50,000,000 to $40,000,000. 



     5.
Conditions Precedent. This Second Amendment shall become effective on the date that each
of the conditions precedent set forth below shall have been fulfilled, at which time this
Second Amendment shall be deemed effective as of September 30, 2000:. Conditions
Precedent. This Second Amendment shall become effective on the date that each of the
conditions precedent set forth below shall have been fulfilled, at which time this Second
Amendment shall be deemed effective as of September 30, 2000: 











	 	     
(a)
Amendment. The Administrative Agent shall have received counterparts of this Second
Amendment, duly executed by the Borrower, the Administrative Agent and the Lenders.






	 	     
(b)
No Default or Event of Default. On and as of the date hereof and after giving effect to
this Second Amendment, no Default or Event of Default shall have occurred and be
continuing.






	 	     
(c)
Representations and Warranties. The representations and warranties made by the Borrower
in the Credit Agreement after giving effect to this Second Amendment and the transactions
contemplated hereby shall be true and correct in all material respects on and as of the
date hereof as if made on such date, except that where such representations and
warranties relate to an earlier date, such representations and warranties shall be true
and correct in all material respects as of such earlier date; provided that all
references to the Credit Agreement in such representations and warranties shall be and
are deemed to mean this Second Amendment as well as the Credit Agreement as amended
hereby.






	 	     
(d) Certificate. The Administrative Agent shall have received a Certificate of a Responsible
Officer of the Borrower certifying the matters referred to in paragraphs (b) and (c).






	



     6.
Continuing Effect; No Other Amendments. Except as expressly amended or waived hereby, all
of the terms and provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect. The amendments and waivers contained herein shall
not constitute an amendment or waiver of any other provision of the Credit Agreement or
the other Loan Documents or for any purpose except as expressly set forth herein.

















	





     7.
Expenses. The Borrower agrees to reimburse the Administrative Agent, for all its
reasonable costs and out-of-pocket expenses incurred in connection with the preparation
and delivery of this Second Amendment, including, without limitation, the reasonable fees
and disbursements of counsel to the Administrative Agent. 



     8.
GOVERNING LAW; Counterparts. (a) THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 



     (b)
This Second Amendment may be executed in any number of counterparts, all of which
counterparts, taken together, shall constitute one and the same instrument. This Second
Amendment may be delivered by facsimile transmission of the relevant signature pages
hereof. 



[Remainder of page left
blank intentionally; Signature page to follow.] 















	









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











	 	 	BAYOU STEEL CORPORATION



By:

       ——————————————

       Title 








	 	 	THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender



By:

       ——————————————

       Title
ING (U.S.) CAPITAL CORPORATION 






	 	 	



By:

       ——————————————

       Title 








	 	 	WELLS FARGO BANK (TEXAS) N.A.



By:

       ——————————————

       Title 










	 	 	HIBERNIA NATIONAL BANK



By:

       ——————————————

       Title 













	





ANNEX I 



Schedule 2.01 





LENDER COMMITMENTS










	Lender
	Allocation 

	The Chase Manhattan Bank	 	$12,000,000.00	 
	 
	ING (U.S.) Capital Corporation	 	$12,000,000.00	 
	 
	Wells Fargo Bank (Texas) N.A	 	$9,600,000.00	 
	 
	Hibernia National Bank	 	$6,400,000.00	 
	

	 
	                                    
TOTAL:	 	$40,000,000.00	 






LENDER
ADDRESSES



	 	
The Chase Manhattan Bank 
270 Park Avenue
New York, New York 10017
Attn: Peter Predun
Telephone:
212-270-7005
Telecopy: 212-270-4724






	 	
ING (U.S.) Capital Corporation
200 Galleria Parkway, N.W.
Suite 950
Atlanta, Georgia
30339
Attn: John N. Lanier
Telephone: (770) 984-4508
Telecopy: (770) 951-1005






	 	
Wells Fargo Bank (Texas) N.A.
1000 Louisiana
Third Floor
Houston, Texas 77002
Attn:
Nipul Patel/ Danny Oliver
Telephone: (713) 319-1313 / 1418
Telecopy: (713) 739-1081
/ 1078






	 	
Hibernia National Bank
313 Carondelet Street, 6th Floor
New Orleans, Louisiana 70112
Attn:
Bill Harrington / David Mahew
Telephone: (504) 533-2946 / 5396
Telecopy: (504)
533-2060