Fifth Consent Letter and Seventh Amendment to Amended and Restated Credit Agmt



 Exhibit 10.27 
 March 23, 2007 
 PNA Group, Inc. 
     and the other Borrowers referred to below 
 c/o Travel Holding Corporation 
 360 North Crescent Drive, South Building 
 Beverly Hills, California 90210

 Attention: Eva M. Kalawski, Esq. 
 Re: Amended and Restated Credit and Security Agreement dated May 9, 2006 (as amended, restated, supplemented or otherwise modified at any time, the “Credit Agreement”), among PNA Group, Inc. and the other Borrowers, the
Lenders, Bank of America, N.A., as collateral and administrative agent for the Lenders (together with its successors in such capacity, “Administrative Agent”), and the other Agents. 
 Ladies and Gentlemen: 
 Each capitalized term used herein and
not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement. 
 Borrowers have requested, and upon the
terms and subject to the conditions set forth herein Administrative Agent and Lenders have agreed, to amend Section 10.1.3 of the Credit Agreement to the extent necessary to extend the deadline for delivery of the audited financial
statements for the Fiscal Year ended December 31, 2006, and the Compliance Certificate with respect thereto, required thereunder to April 15, 2007. 
 Borrowers have also requested that Administrative Agent and Lenders consent to the proposed sale (the “Asset Sale”) by Feralloy of the Assets (as defined below) to TDI Group, LLC (“TDI”), pursuant
to that certain Asset Sale Agreement between Feralloy and TDI substantially in the form of the draft agreement attached hereto as Exhibit A with such modifications and amendments as shall be acceptable to Administrative Agent in its
reasonable discretion (the “Sale Agreement”). As used herein, the term “Assets” shall mean the “Equipment” under and as defined in the Sale Agreement. Upon the terms and subject to the conditions set forth herein,
Administrative Agent and Lenders consent to the Asset Sale on the terms contained in the Sale Agreement and agree to release Administrative Agent’s liens upon the Assets upon the consummation of the Asset Sale in accordance with the Sale
Agreement. 
 Administrative Agent’s and Lenders’ agreement to consent to the Asset Sale and to release Administrative Agent’s
liens upon the Assets upon the consummation of the Asset Sale in accordance with the Sale Agreement shall be subject to the satisfaction of each of the following conditions precedent: (a) no Default or Event of Default shall exist immediately
before or after the consummation of the Asset Sale; (b) as soon as available, but in no event later than the Business Day following the date on which the Asset Sale is consummated, all Net Disposition Proceeds of the Asset Sale shall be
remitted to Administrative Agent in immediately available funds for application to the Obligations; (c) Administrative Agent shall have received a true and complete copy of the fully executed Sale Agreement, together with all schedules and
exhibits thereto, and such Sale Agreement shall be substantially in the form of the draft agreement attached hereto as Exhibit A with such modifications and amendments as shall be acceptable to Administrative Agent in its reasonable
discretion; and (d) the Asset Sale shall occur no later than June 15, 2007. 
  







 By their signatures below, each Borrower (A) ratifies and reaffirms the Obligations, each of the
Credit Documents and all of such Borrower’s covenants, duties, indebtedness and liabilities under the Credit Documents; (B) acknowledges and stipulates that (i) the Credit Agreement and the other Credit Documents executed by such
Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; (ii) all of the Obligations are owing and payable without defense, offset or counterclaim (and
to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower); and (iii) the security interests and liens granted by each Borrower in favor of Administrative Agent are duly
perfected, first priority security interests and liens subject only to Permitted Liens; (C) represents and warrants that (i) no Default or Event of Default exists on the date hereof; (ii) the execution, delivery and performance of
this letter have been duly authorized by all requisite corporate action on the part of each Borrower and this letter has been duly executed and delivered by each Borrower; and (iii) all of the representations and warranties made by each
Borrower in the Credit Agreement are true and correct on and as of the date hereof; and (D) agrees that (i) upon the effectiveness of this letter, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
or words of like import shall mean and be a reference to the Credit Agreement, as amended by this letter; (ii) this letter shall be part of the Credit Agreement and a breach of any representation, warranty or covenant herein shall constitute an
Event of Default; (iii) this letter shall be governed by and construed in accordance with the internal laws of the State of Georgia; (iv) this letter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; (v) except for the release of Administrative Agent’s security interest in and liens upon the Assets, Administrative Agent shall retain all of its liens upon and security interests in all other property of each
Borrower and Guarantor that secures the whole or any part of the Obligations, including, without limitation, all funds or other consideration received by any Borrower or Guarantor in respect of the Assets; and (vi) this letter is not intended
to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Credit Agreement as herein modified shall continue in full force and effect. 
 To induce Administrative Agent and Lenders to enter into this letter, each Guarantor and each Borrower hereby releases, acquits and forever discharges Administrative Agent and each Lender, and all officers,
directors, agents, employees, successors and assigns of Administrative Agent or any Lender, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed
or undisputed, at law or in equity, or known or unknown, that such Guarantor or Borrower, as applicable, now has or ever had against Administrative Agent or any Lender arising under or in connection with any of the Credit Documents or otherwise.
Each Guarantor and each Borrower hereby represents and warrants to Administrative Agent and Lenders that such Guarantor or Borrower, as applicable, has not transferred or assigned to any Person any claim that such Guarantor or Borrower, as
applicable, ever had or claimed to have against Administrative Agent or any Lender. 
 [Remainder of page intentionally left blank -
signatures commence on following page] 
  

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 If this letter is acceptable to Borrowers, please evidence Borrowers’ agreement with the terms
hereof by executing and returning a copy of this letter to Administrative Agent. This letter may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original but all of which shall together constitute one and the same instrument. This letter may be executed by facsimile and the effectiveness of this letter and the signatures hereon shall have the same force and effect as manually
signed originals and shall be binding on all parties hereto. This letter shall be effective only upon receipt by Administrative Agent of an executed counterpart hereof from Required Lenders and each Borrower. 
  

			
	Very truly yours,
	
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/    Dennis S. Losin

	Name:	 	 Dennis S. Losin

	Title:	 	 Senior Vice President

	
	LENDERS:
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/    Dennis S. Losin

	Name:	 	 Dennis S. Losin

	Title:	 	 Senior Vice President

	
	WELLS FARGO FOOTHILL, LLC
		
	By:	 	 /s/    Mark Bradford

	Name:	 	 Mark Bradford

	Title:	 	 Vice President

	
	THE CIT GROUP/BUSINESS CREDIT, INC.
		
	By:	 	 /s/    Kim Nguyen

	Name:	 	 Kim Nguyen

	Title:	 	 Vice President

	
	LASALLE BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/    Jeffery B. Michalczyk

	Name:	 	 Jeffery B. Michalczyk

	Title:	 	 First Vice President

		 	


 Fifth Consent and Seventh Amendment to Amended and Restated Credit and Security Agreement 









			
	WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)
		
	By:	 	 /s/ Laura Wheeland

	Name:	 	 Laura Wheeland

	Title:	 	 Vice President

	
	CITIZENS BANK OF MASSACHUSETTS
		
	By:	 	 /s/ Susan K. Gadrix

	Name:	 	 Susan K. Gadrix

	Title:	 	 Vice President

	
	NATIONAL CITY BUSINESS CREDIT, INC.
		
	By:	 	 /s/ Jason Hanes

	Name:	 	 Jason Hanes

	Title:	 	 Vice President

	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Alex M. Council

	Name:	 	 Alex M. Council

	Title:	 	 Vice President

	
	TEXTRON FINANCIAL CORPORATION
		
	By:	 	 /s/ Chris Grivakis

	Name:	 	 Chris Grivakis

	Title:	 	 Senior Account Executive

	
	E*TRADE BANK
		
	By:	 	 /s/ Sam Crow

	Name:	 	 Sam Crow

	Title:	 	 Senior Manager

	
	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
		
	By:	 	 /s/ Richard Holston

	Name:	 	 Richard Holston

	Title:	 	 Vice President



 Fifth Consent and Seventh Amendment to Amended and Restated Credit and Security Agreement 









					
	Acknowledged and Agreed to:
	
	BORROWERS:
	
	SMITH PIPE & STEEL COMPANY
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	INFRA-METALS CO.
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	FERALLOY CORPORATION
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	DELTA STEEL, L.P.
		
	By:	 	Delta GP, L.L.C., its general partner
			
		 	By:	 	 /s/ Eva M. Kalawski

		 	Name:	 	Eva M. Kalawski
		 	Title:	 	Vice President and Secretary
		
	By:	 	Delta LP, L.L.C., its limited partner
			
		 	By:	 	 /s/ Eva M. Kalawski

		 	Name:	 	Eva M. Kalawski
		 	Title:	 	Vice President and Secretary
	
	DELTA GP, L.L.C.
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary


 Fifth Consent and Seventh Amendment to Amended and Restated Credit and Security Agreement 

 








					
	DELTA LP, L.L.C.
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	PNA GROUP, INC.
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	DELNOR CORPORATION
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	MSC MANAGEMENT, INC.
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	METALS SUPPLY COMPANY, LTD.
		
	By:	 	MSC Management, Inc., its general partner
			
		 	By:	 	 /s/ Eva M. Kalawski

		 	Name:	 	Eva M. Kalawski
		 	Title:	 	Vice President and Secretary
		
	By:	 	PNA Group, Inc., its limited partner
			
		 	By:	 	 /s/ Eva M. Kalawski

		 	Name:	 	Eva M. Kalawski
		 	Title:	 	Vice President and Secretary


 Fifth Consent and Seventh Amendment to Amended and Restated Credit and Security Agreement 

 








			
	GUARANTORS:
	
	TRAVEL HOLDING CORPORATION
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary
	
	PNA INTERMEDIATE
	HOLDING CORPORATION
		
	By:	 	 /s/ Eva M. Kalawski

	Name:	 	Eva M. Kalawski
	Title:	 	Vice President and Secretary


 Fifth Consent and Seventh Amendment to Amended and Restated Credit and Security Agreement