CONSENT TO INCREASED CAPITAL EXPENDITURES
Exhibit 4.18
CONSENT TO INCREASED CAPITAL EXPENDITURES
This CONSENT TO INCREASED CAPITAL EXPENDITURES (this Consent) is dated as of June , 2004 and is by and among EARLE M. JORGENSEN HOLDING COMPANY, INC., a Delaware corporation (Holding), EARLE M. JORGENSEN COMPANY, a Delaware corporation (Borrower) the financial institutions party to the Credit Agreement (each a Lender and, collectively, Lenders) and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as Agent for the Lenders (in such capacity, Agent).
RECITALS
WHEREAS, Holding, Borrower, Lenders, Agent and Deutsche Bank Securities, Inc., as Lead Arranger and Sole Book Runner, have entered into that certain Second Amended and Restated Credit Agreement dated as of March 3, 1993, amended and restated as of March 24, 1998 and further amended and restated as of April 12, 2002 (as amended, supplemented or otherwise modified to date, the Credit Agreement; capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit Agreement); and
WHEREAS, Borrower has requested that Agent and the Lenders consent to an increase in the amount of permitted Capital Expenditures in fiscal year 2005; and
WHEREAS, Agent and the Lenders are, on the terms and conditions set forth herein, willing to grant such consent.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon execution and delivery hereof by Holding, Borrower, Agent and Required Lenders, the parties to the Credit Agreement hereby agree as follows:
AGREEMENT
Section 1. CONSENT
Effective upon the Consent Effective Date (as defined in Section 2 below), Agent and Lenders hereby consent to an increase in the Capital Expenditures permitted by Section 8.4 of the Credit Agreement to $20,000,000 for the fiscal year beginning April 1, 2004, in addition to any excess available under the proviso contained in such Section 8.4.
Section 2. CONDITIONS TO EFFECTIVENESS
This Consent shall become effective (the date of satisfaction of the following condition being referred to herein as the Consent Effective Date) upon the execution and delivery to Agent of a counterpart hereof by Holding and Borrower, the Required Lenders and Agent; provided, however, that Holding, Borrower and/or any Lender may deliver its counterpart signature page hereto by telecopy to Agent or Agents counsel, which delivery shall be binding
on Holding, Borrower and/or such Lender. Holding, Borrower and any such Lender delivering the signature page by telecopy shall promptly provide Agent or Agents counsel with an adequate number (as determined by Agent) of originally executed signature pages hereto..
Section 3. | MISCELLANEOUS PROVISIONS |
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| 3.01 Effect on and Ratification of the Credit Agreement and Credit Documents. |
A. The execution, delivery and effectiveness of this Consent shall not, except as expressly provided herein, operate as a modification or waiver of any provision of the Credit Agreement or of any right, power or remedy of Agent or any Lender under the Credit Agreement.
B. As specifically modified hereby, the Credit Agreement and other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.
3.02 Headings. Section headings in this Consent are included herein for convenience of reference only and shall not constitute a part of this Consent for any other purpose or be given any substantive effect.
3.03 Counterparts. This Consent may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart hereof by telecopy shall be effective as delivery of an executed original hereof.
3.04 Applicable Law. THIS CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICT OF LAWS.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Consent to Increased Capital Expenditures has been duly executed on behalf of each of the undersigned as of the date first written above.
| EARLE M. JORGENSEN HOLDING COMPANY, INC. | |||
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| By: | /s/ William S. Johnson |
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| Name: | William S. Johnson |
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| Title: | VP & CFO |
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| EARLE M. JORGENSEN COMPANY | |||
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| By: | /s/ William S. Johnson |
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| Name: | William S. Johnson |
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| Title: | VP & CFO |
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, | |||
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| By: | /s/ Albert Fischetti |
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| Name: | ALBERT FISCHETTI |
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| Title: | DIRECTOR |
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, | |||
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| By: | /s/ Albert Fischetti |
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| Name: | ALBERT FISCHETTI |
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| Title: | DIRECTOR |
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| THE CIT GROUP/BUSINESS CREDIT, INC. | ||||
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| By: | /s/ Renee Singer |
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| Name: | RENEE SINGER |
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| Title: | VICE PRESIDENT, TEAM LEADER |
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| CONGRESS FINANCIAL CORPORATION | |||
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| By: | /s/ Herbert C. Korn |
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| Name: | Herbert C. Korn |
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| Title: | VP |
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| BANK OF AMERICA BUSINESS CAPITAL | |||
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| WELLS FARGO FOOTHILL (formerly known as Foothill Capital Corporation), | |||
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| By: | /s/ Dennis King |
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| Name: | Dennis King |
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| Title: | Vice President |
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| GMAC COMMERCIAL CREDIT, LLC, | |||
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| By: | /s/ Daniel L. Murray |
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| Name: | Daniel L. Murray |
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| Title: | First Vice President |
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| LA SALLE NATIONAL BANK, | |||
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| By: | /s/ Wayne D. Hillock |
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| Name: | Wayne D. Hillock |
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| Title: | SVP |
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| MANUFACTURERS BANK, | |||
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| By: | /s/ Tom Larson |
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| Name: | TOM LARSON |
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| Title: | VICE PRESIDENT |
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| FLEET CAPITAL CORPORATION, | |||
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| By: | /s/ Matthew Van Steenhuvse |
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| Name: | Matthew Van Steenhuvse |
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| Title: | Senior Vice President |
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