AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

 

Ameron International Corporation

245 Los Robles Avenue

Pasadena, CA 91101-2894

 

Re:    Ninth Amendment to Credit Agreement dated as of January 24, 2003 (as amended and modified from time to time, the "Credit Agreement"), among Ameron International Corporation, a Delaware corporation (the "Borrower"), the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the "Agent").

 

Ladies and Gentlemen:

 

Reference is hereby made to the Credit Agreement described above. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement.

 

The Borrower has informed the Lenders that it was required to pay $18,006,000 in cash taxes (the "TAMCO Tax") on gains received in connection with the sale of its interest in TAMCO to Gerdau Ameristeel US Inc. The Borrower has requested that the Lenders (i) consent to the exclusion of the TAMCO Tax from the calculation of the Consolidated Fixed Charge Coverage Ratio and (ii) amend the Credit Agreement as provided below.

 

Effective as of February 26, 2011, the Required Lenders hereby consent to the exclusion of the TAMCO Tax from the calculation of the Consolidated Fixed Charge Coverage Ratio for the fiscal quarters ending February 27, 2011, May 29, 2011, August 28, 2011 and November 30, 2011.

 

The consent contained herein is a one-time consent, and is expressly limited to the purposes and matters set forth herein. Nothing contained herein shall constitute a waiver or modification of any other rights or remedies the Agent or any Lender may have under any Loan Document or applicable Law.

 

The parties hereto agree that Section 8.11(c) of the Credit Agreement is amended to read as follows:

 

(c)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower, for the four fiscal quarter period ending on such date, to be less than the ratio set forth below opposite such fiscal quarter:

 

The Borrower and each Guarantor represents and warrants that no amendment to, or waiver or consent under, the 2005 Note Purchase Agreement is required in connection with the TAMCO Tax and the calculation of the financial covenants under the 2005 Note Purchase Agreement.

 

This letter agreement shall become effective upon satisfaction of the following conditions precedent: (i) the execution hereof by the Loan Parties, the Required Lenders and the Agent and (ii) receipt by the Administrative Agent, for the account of each Lender executing this letter agreement, of a fee of $7,000 for each such Lender.

 

This letter agreement 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. Delivery of executed counterparts of this Agreement by facsimile or other secure electronic format (.pdf) shall be effective as an original. This letter agreement is a Loan Document.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

        

 

 

 

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN: