THIS
AMENDMENT EXECUTED BY THE MAJORITY LENDERS AND THE OTHER PARTIES HERETO AND
(VII) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL AGREED UPON FEES AND COSTS
ASSOCIATED WITH THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS.
5.
OTHER AGREEMENTS. BORROWERS SHALL (I)
WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE, PROVIDE ADMINISTRATIVE AGENT AND
LENDERS THE OPPORTUNITY TO EXAMINE THE BOOKS OF ACCOUNT AND OTHER RECORDS AND
FILES OF BORROWERS AND TO CONDUCT A POST-CLOSING AUDIT WHICH SHALL INCLUDE,
WITHOUT LIMITATION, VERIFICATION OF INVENTORY, ACCOUNTS AND THE BORROWING BASE,
AND THE RESULTS OF SUCH EXAMINATION AND AUDIT SHALL BE SATISFACTORY TO
ADMINISTRATIVE AGENT AND LENDERS IN ALL RESPECTS AND (II) WITHIN TEN (10)
BUSINESS DAYS OF THE EFFECTIVE DATE, PROVIDE A GOOD STANDING CERTIFICATE FOR
METALS USA PLATES AND SHAPES SOUTHEAST, INC. IN SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
FAILURE TO COMPLY WITH ANY PROVISION OF THIS
SECTION SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE AGREEMENT.
6.
REFERENCE TO AGREEMENT.
UPON THE
EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE IN THE AGREEMENT TO "THIS
AGREEMENT," "HEREUNDER," OR WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE
TO THE AGREEMENT, AS AFFECTED AND AMENDED BY THIS AMENDMENT.
7.
COUNTERPARTS; EXECUTION VIA FACSIMILE.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL
BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
THIS AMENDMENT MAY BE VALIDLY EXECUTED AND DELIVERED BY
FACSIMILE OR OTHER ELECTRONIC TRANSMISSION.
8.
GOVERNING LAW; BINDING EFFECT.
THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND SHALL BE BINDING UPON BORROWER, ADMINISTRATIVE AGENT, EACH
LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
HEADINGS.
SECTION HEADINGS IN THIS
AMENDMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AMENDMENT FOR ANY OTHER PURPOSE.
10.
LOAN DOCUMENT.
THIS AMENDMENT IS A LOAN
DOCUMENT AND IS SUBJECT TO ALL PROVISIONS OF THE AGREEMENT APPLICABLE TO LOAN
DOCUMENTS, ALL OF WHICH ARE INCORPORATED IN THIS AMENDMENT BY REFERENCE THE SAME
AS IF SET FORTH IN THIS AMENDMENT VERBATIM.
7
11.
ACKNOWLEDGEMENT OF LENDERS.
EACH LENDER
ACKNOWLEDGES THAT AS OF THE DATE OF THIS AMENDMENT, AND GIVING EFFECT TO THIS
AMENDMENT, IT'S RESPECTIVE COMMITMENT IS AS SET FORTH OPPOSITE ITS RESPECTIVE
SIGNATURE TO THIS AMENDMENT.
12.
ACKNOWLEDGMENT OF NEW LENDER.
BORROWERS,
LENDERS, ADMINISTRATIVE AGENT AND UPS CAPITAL CORPORATION (THE "NEW LENDER")
ACKNOWLEDGE AND AGREE THAT THE NEW LENDER SHALL BE A PARTY UNDER THE LOAN
DOCUMENTS AND HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER, INCLUDING BUT NOT
LIMITED TO THE OBLIGATION TO PARTICIPATE IN LETTERS OF CREDIT AND CREDIT
SUPPORT, UNDER THE LOAN DOCUMENTS.
13.
FEES AND EXPENSES.
BORROWERS AGREE TO PAY
ALL REASONABLE OUT-OF-POCKET FEES AND EXPENSES OF ADMINISTRATIVE AGENT IN
CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING THIS AMENDMENT, INCLUDING WITHOUT
LIMITATION, APPRAISAL FEES, FILING AND RECORDING FEES, LEGAL AND OTHER
PROFESSIONAL FEES AND EXPENSES, IF ANY, INCURRED ON OR PRIOR TO THE