10.01(iii)
Existing Liens
SCHEDULE 10.04(vii)
Existing Indebtedness
SCHEDULE 10.04(xiii)
Certain Letters of Credit
SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.06
Affiliate Transactions
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of U.S. Revolving Note
EXHIBIT B-2
Form of Canadian Revolving Note
EXHIBIT B-3
Form of U.S. Swingline Note
EXHIBIT B-4
Form of Canadian Swingline Note
EXHIBIT C
Form of U.S. Tax Compliance Certificate
EXHIBIT D
[Reserved]
EXHIBIT E-1
Form of U.S. Security Agreement
EXHIBIT E-2
Form of Canadian Security Agreement
EXHIBIT F
Form of Solvency Certificate
EXHIBIT G
Form of Compliance Certificate
EXHIBIT H
Form of Assignment and Assumption Agreement
EXHIBIT I
Form of Intercreditor Agreement
EXHIBIT J
Form of China Intercreditor Agreement
EXHIBIT K
Form of 20152016 Intercreditor Agreement
-v-
THIS CREDIT AGREEMENT, dated as of July 24, 2015,2015 (as amended by Amendment
No. 1 on November 16, 2016), among RYERSON HOLDING CORPORATION ("Holdings"),
JOSEPH T. RYERSON & SON, INC., a Delaware corporation, as the Lead Borrower (the
"Lead Borrower"), SUNBELT-TURRET STEEL, INC., a Pennsylvania corporation
("Sunbelt-Turret"), TURRET STEEL INDUSTRIES, INC., a Pennsylvania corporation
("Turret Steel"), IMPERIAL TRUCKING COMPANY, LLC, a Pennsylvania limited
liability company ("Imperial Trucking"), WILCOX-TURRET COLD DRAWN, INC., a
Wisconsin corporation ("Wilcox-Turret"), FAY INDUSTRIES, INC., a Ohio
corporation ("Fay"), RYERSON PROCUREMENT CORPORATION, a Delaware corporation
("Procurement"), SOUTHERN TOOL STEEL, LLC, a Tennessee limited liability company
("STS"), each (other than Holdings) as a U.S. Borrower (as hereinafter defined),
RYERSON CANADA, INC., a Canadian corporation (the "Canadian Borrower"), and each
of the other Borrowers (as hereinafter defined) and Guarantors (as hereinafter
defined) party hereto, the Lenders party hereto from time to time, BANK OF
AMERICA, N.A., as the Administrative Agent (in such capacity the "Administrative
Agent") and Collateral Agent (in such capacity, the "Collateral Agent"). All
capitalized terms used herein and defined in Section 1 are used herein as
therein defined.
W I T N E S S E T H:
WHEREAS, (a) the Borrowers have requested that the Lenders extend credit in the
form of Revolving Loans in an aggregate principal amount at any time outstanding
not to exceed $1,000,000,000,750,000,000, consisting of a U.S. Subfacility in an
initial aggregate principal amount of $940,000,000660,000,000 (the "U.S.
Subfacility") and a Canadian Subfacility in an initial aggregate principal
amount of $60,000,00090,000,000 (the "Canadian Subfacility" and, together with
the U.S. Subfacility, the "Subfacilities"), (b) the Borrowers have requested
that the Issuing Banks issue Letters of Credit in an aggregate stated amount at
any time outstanding not to exceed $200,000,000,50,000,000, (c) the U.S.
Borrowers have requested the U.S. Swingline Lender to extend credit in the form
of U.S. Swingline Loans in an aggregate principal amount at any time outstanding
not to exceed $100,000,000, and (d) the Canadian Borrower has requested the
Canadian Swingline Lender to extend credit in the form of Canadian Swingline
Loans in an aggregate principal amount at any time outstanding not to exceed
$50,000,000.15,000,000.
NOW, THEREFORE, the Lenders are willing to extend such credit to the applicable
Borrowers, the Swingline