Second Amendment to Amended and Restated Credit Agreement, dated April 21, 2011, by and between A. M. Castle & Co., A.M. Castle & Co. (Canada) Inc., A.M. Castle Metals UK, Limited, certain subsidiaries of the Company, the lenders party thereto, Bank of America, N.A., as U.S. Agent and Bank of America, N.A., Canada Branch, as Canadian Agent

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A.M. Castle & Co.

3400 North Wolf Road

Franklin Park, IL 60131

Re:

Second Amendment to Amended and Restated Credit Agreement, dated as of September 5, 2006 (as previously amended, the "Credit Agreement") among A.M. Castle & Co. (the "U.S. Borrower"), A.M. Castle & Co. (Canada) Inc. (the "Canadian Borrower"), A.M. Castle Metals UK, Limited (the "U.K. Borrower"), certain Subsidiaries of the U.S. Borrower (the "Subsidiary Guarantors"), the Lenders from time to time party thereto, Bank of America, N.A., as U.S. Agent and Bank of America, N.A., Canada Branch, as Canadian Agent

Ladies and Gentlemen:

Reference is made to the Credit Agreement described above, the defined terms of which are incorporated herein by reference.

The parties hereto agree that:

(a)           The following sentence is added at the end of Section 1.03(a) of the Credit Agreement to read as follows:

Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Loan Parties and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)           The first sentence in Section 6.12(a) of the Credit Agreement is amended to read as follows:

U.S. Borrower covenants that at all times the assets of U.S. Borrower and all Subsidiary Guarantors shall constitute at least 95% of Consolidated Total Assets (excluding, for the purposes of this calculation, the assets of Foreign Subsidiaries of U.S. Borrower (except (i) with respect to the Canadian Borrower, so long as the assets of the Canadian Borrower do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 7.5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) and U.S. Borrower and the Subsidiary Guarantors shall have contributed at least 95% of Consolidated EBITDA (excluding, for the purposes of this calculation, the EBITDA of Foreign Subsidiaries of U.S. Borrower (except (i) with respect to the Canadian Subsidiary, so long as the assets of the Canadian Subsidiary do not constitute more than 20% of Consolidated Total Assets, (ii) with respect to Castle Metals de Mexico, S.A. de C.V., so long as the assets of Castle Metals de Mexico, S.A. de C.V. do not constitute more than 7.5% of Consolidated Total Assets and (iii) with respect to any other Foreign Subsidiaries, so long as the assets of all such Foreign Subsidiaries do not constitute more than 30% of Consolidated Total Assets)) for the four quarters then most recently ended.

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 Agents and (ii) receipt by the Agents of a certified copy of an amendment to the Note Agreement, in form and substance reasonably satisfactory to the Agents, incorporating the amendment set forth above into the Note Agreement.

All references in the Credit Agreement and the other Loan Documents to the "Credit Agreement" shall be deemed to refer to the Credit Agreement as amended hereby.  Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect.  This letter agreement is a Loan Document.

[signature pages follow]

 

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

 

 

 

	Sincerely,
	BANK OF AMERICA, N.A.,
	as U.S. Agent
	By:	/s/ Linda Lov
	Name:	Linda Lov
	Title:	AVP

 

 

 

	BANK OF AMERICA, N.A., CANADA BRANCH,
	as Canadian Agent
	By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President

 

 

 

 

 

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

BORROWERS:                                   

 

	A.M. CASTLE METALS UK, LIMITED
	By:	/s/ Robert J. Perna
	Name:	Robert J. Perna
	Title:	Secretary

 

 

GUARANTORS:                                

 

	TOTAL PLASTICS, INC.,
	a Michigan corporation
	By:	/s/ Scott F. Stephens
	Name:	Scott F. Stephens
	Title:	Vice President

 

 

	ADVANCED FABRICATING TECHNOLOGY, LLC
	a Delaware limited liability company
	By:	/s/ Scott F. Stephens
	Name:	Scott F. Stephens
	Title:	Vice President & Treasurer

 

 

 

 

	TRANSTAR INVENTORY CORP.
	a Delaware corporation
	By:	/s/ Scott F. Stephens
	Name:	Scott F. Stephens
	Title:	Vice President

 

 

 

	TRANSTAR MARINE CORP.
	a Delaware corporation
	By:	/s/ Scott F. Stephens
	Name:	Scott F. Stephens
	Title:	Vice President

 

 

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

LENDERS:                                        

 

	BANK OF AMERICA, N.A. (CANADA BRANCH),
	as Canadian Lender
	By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President