\n December 31, 2001 $20,000,000
\n March 31, 2002 19,000,000
\n June 30, 2002 19,000,000
\n September 30, 2002 19,000,000
\n December 31, 2002 and 25,000,000
\n thereafter
\n<\/c><\/s><\/caption>\n<\/table>\n 2.4 Article 6 of the Credit Agreement is hereby amended by the addition of
\nthe following Section 6.12:<\/p>\n
6.12 Senior Notes. Purchase any of the Senior Notes so long as
\n EBITDA for the prior four Fiscal Quarters does not exceed
\n $25,000,000.00.<\/p>\n
2.5 Schedule 3.1 of the Credit Agreement is hereby amended to read as
\nattached hereto.<\/p>\n
2.6 Exhibit “B” of the Credit Agreement is hereby amended to read as
\nattached hereto.<\/p>\n
SECTION 3. OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS.<\/p>\n
3.1 All references to the Credit Agreement in the Loan Documents are
\nhereby amended to refer to the Credit Agreement as hereby amended.<\/p>\n
-3-<\/p>\n
3.2 Borrower acknowledges that the indebtedness evidenced by the Notes is
\njust and owing, that the balance thereof is correctly shown in the records of
\nLender as of the date hereof, and Borrower agrees to pay the indebtedness
\nevidenced by the Notes according to the terms thereof, as herein modified.<\/p>\n
3.3 Borrower hereby reaffirms to Lender each of the representations,
\nwarranties, covenants and agreements of Borrower set forth in the Notes and the
\nCredit Agreement, with the same force and effect as if each were separately
\nstated herein and made as of the date hereof.<\/p>\n
3.4 Borrower hereby ratifies, reaffirms, acknowledges, and agrees that the
\nNotes and the Credit Agreement, represent valid, enforceable and collectible
\nobligations of Borrower, and that there are no existing claims, defenses,
\npersonal or otherwise, or rights of setoff whatsoever with respect to any of
\nthese documents or instruments. In addition, Borrower hereby expressly waives,
\nreleases and absolutely and forever discharges Lender and its present and former
\nshareholders, directors, officers, employees and agents, and their separate and
\nrespective heirs, personal representatives, successors and assigns, from any and
\nall liabilities, claims, demands, damages, action and causes of action, of which
\nBorrower has, or may reasonably be expected to have knowledge, that Borrower may
\nnow have, or has had prior to the date hereof, or that may hereafter arise with
\nrespect to acts, omissions or events occurring prior to the date hereof and,
\nwithout limiting the generality of the foregoing, from any and all liabilities,
\nclaims, demands, damages, actions and causes of action, known or unknown,
\ncontingent or matured, arising out of, or in any way connected with, the Loans.
\nBorrower further acknowledges and represents that no event has occurred and no
\ncondition exists that, after notice or lapse of time, or both, would constitute
\na default under this Agreement, the Notes or the Credit Agreement.<\/p>\n
3.5 All terms, conditions and provisions of the Notes and the Credit
\nAgreement are continued in full force and effect and shall remain unaffected and
\nunchanged except as specifically amended hereby. The Notes and the Credit
\nAgreement, as amended hereby, are hereby ratified and reaffirmed by Borrower,
\nand Borrower specifically acknowledges the validity and enforceability thereof.<\/p>\n
SECTION 4. GENERAL.<\/p>\n
4.1 This Agreement in no way acts as a release or relinquishment of those
\nrights securing payment of the Loans. Such rights are hereby ratified,
\nconfirmed, renewed and extended by Borrower in all respects.<\/p>\n
4.2 The modifications contained herein shall not be binding upon Lender
\nuntil Lender shall have received all of the following:<\/p>\n
(a) An original of this Agreement, fully executed by the Borrower.<\/p>\n
(b) An original Consent and Agreement of Guarantors executed by each
\n Guarantor.<\/p>\n
(c) Such resolutions or authorizations and such other documents as
\n Lender may require relating to the existence and good standing of the
\n Borrower<\/p>\n
-4-<\/p>\n
and each Subsidiary and the authority of any person executing this
\n Agreement or other documents on behalf of the Borrower and each
\n Subsidiary.<\/p>\n
4.3 Borrower shall execute and deliver such additional documents and do
\nsuch other acts as Lender may reasonably require to fully implement the intent
\nof this Agreement.<\/p>\n
4.4 Borrower shall pay all costs and expenses, including, but not limited
\nto, reasonable attorneys’ fees incurred by Lender in connection herewith,
\nwhether or not all of the conditions described in Paragraph 4.2 above are
\nsatisfied. Lender, at its option, but without any obligation to do so, may
\nadvance funds to pay any such costs and expenses that are the obligation of the
\nBorrower, and all such funds advanced shall bear interest at the highest rate
\nprovided in the RLC Note and shall be due and payable upon demand.<\/p>\n
4.5 Notwithstanding anything to the contrary contained herein or in any
\nother instrument executed by Borrower or Lender, or in any other action or
\nconduct undertaken by Borrower or Lender on or before the date hereof, the
\nagreements, covenants and provisions contained herein shall constitute the only
\nevidence of Lender’s consent to modify the terms and provisions of the Credit
\nAgreement. Accordingly, no express or implied consent to any further
\nmodifications involving any of the matters set forth in this Agreement or
\notherwise shall be inferred or implied by Lender’s execution of this Agreement.
\nFurther, Lender’s execution of this Agreement shall not constitute a waiver
\n(either express or implied) of the requirement that any further modification of
\nthe Loans or of the Notes or the Credit Agreement, shall require the express
\nwritten approval of Lender; no such approval (either express or implied) has
\nbeen given as of the date hereof.<\/p>\n
4.6 Time is hereby declared to be of the essence hereof of the Loans, of
\nthe Notes and of the Credit Agreement, and Lender requires, and Borrower agrees
\nto, strict performance of each and every covenant, condition, provision and
\nagreement hereof, of the Notes and the Credit Agreement.<\/p>\n
4.7 This Agreement shall be binding upon, and shall inure to the benefit
\nof, the parties hereto and their heirs, personal representatives, successors and
\nassigns.<\/p>\n
4.8 This Agreement is made for the sole protection and benefit of the
\nparties hereto, and no other person or entity shall have any right of action
\nhereon.<\/p>\n
-5-<\/p>\n
4.9 This Agreement shall be governed by and construed according to the
\nlaws of the State of Arizona.<\/p>\n
IN WITNESS WHEREOF, these presents are executed as of the date indicated
\nabove.<\/p>\n
SCHUFF INTERNATIONAL, INC.,
\n a Delaware corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: President and Chief Executive Officer
\n —————————————-<\/p>\n
BORROWER<\/p>\n
WELLS FARGO BANK, NATIONAL ASSOCIATION,
\n a national banking association<\/p>\n
By: \/s\/ John Helms
\n —————————————–
\n Name: John Helms
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
LENDER<\/p>\n
-6-<\/p>\n
CONSENT AND AGREEMENT OF GUARANTORS<\/p>\n
Each of the undersigned Guarantors executed a Guaranty (each, a
\n“Guaranty”) as described in the Credit Agreement dated as of June 30, 1998 (as
\namended from time to time, the “Credit Agreement”) between WELLS FARGO BANK,
\nNATIONAL ASSOCIATION, a national banking association, and SCHUFF STEEL COMPANY,
\na Delaware corporation (the “Original Borrower”). Each of the undersigned
\nGuarantors hereby consents and agrees to the modifications and all other matters
\ncontained in the foregoing Fifth Modification Agreement of even date herewith.<\/p>\n
BANNISTER STEEL INC., a California
\n corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
ADDISON STEEL, INC., a Florida corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
QUINCY JOIST COMPANY, a Florida corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
SCHUFF STEEL COMPANY, a Delaware corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: President
\n —————————————-<\/p>\n
AITKEN, INC., a Texas corporation<\/p>\n
By: \/s\/ Scott A. Schuff
\n —————————————–
\n Name: Scott A. Schuff
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
ON-TIME STEEL MANAGEMENT, INC., a Delaware
\n corporation<\/p>\n
By: \/s\/ Michael R. Hill
\n —————————————–
\n Name: Michael R Hill
\n —————————————
\n Its: Vice President
\n —————————————-<\/p>\n
Dated as of March 18, 2002<\/p>\n
-2-<\/p>\n
SCHEDULE 3.1<\/p>\n
PRICING GRID<\/p>\n
\n\n Eurodollar Rate
\n Leverage Ratio Spread Base Rate Spread Facility Fee Rate
\n ————– —— —————- —————–
\n
\n4.00 or higher, but 3.50% 1.50% .625%
\nless than 5.00<\/p>\n3.75 or higher 3.25% 1.25% .500%<\/p>\n
3.50 or higher 3.00% 1.00% .500%<\/p>\n
3.00 or higher 2.50% .50% .375%
\nbelow 3.00 2.25% 0% .250%
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
EXHIBIT “B”<\/p>\n
COMPLIANCE CERTIFICATE
\n FOR FISCAL QUARTER\/YEAR ENDING
\n ________________, 20__<\/p>\n
Wells Fargo Bank, National Association
\n100 West Washington
\nPhoenix, Arizona 85003<\/p>\n
Attn: John Helms Date:__________________
\n #4101-251<\/p>\n
Dear Ladies and Gentlemen:<\/p>\n
This Compliance Certificate refers to the Credit Agreement dated as of
\nJune 30, 1998 (as it may hereafter be amended, modified, extended or restated
\nfrom time to time, the “Credit Agreement”), among SCHUFF INTERNATIONAL, INC., a
\nDelaware corporation (“Borrower”) as successor in interest to Schuff Steel
\nCompany, the Lenders named therein, and WELLS FARGO BANK, NATIONAL ASSOCIATION,
\nas Administrative Agent for the Lenders and as Arranger, Issuing Bank and Swing
\nLine Lender. Capitalized terms used and not otherwise defined herein shall have
\nthe meanings assigned to such terms in the Credit Agreement.<\/p>\n
Pursuant to Section 7.1 of the Credit Agreement, the undersigned certifies
\nthat:<\/p>\n
1. Enclosed are the required financial statements for the [fiscal quarter]
\n[fiscal year] ending _________________ (“Reporting Period”) for Borrower as
\nrequired under Section 7.1 of the Credit Agreement.<\/p>\n
2. To the best of the undersigned’s knowledge, no “Event of Default” or
\n“Default” has occurred [or if so, specifying the nature and extent thereof and
\nany corrective actions taken or to be taken].<\/p>\n
3. As of the last day of the Reporting Period, the computations below were
\ntrue and correct:<\/p>\n
I. SECTION 6.11(a) LEVERAGE RATIO<\/p>\n
\n
\nNumerator: Net Funded Debt A
\n ———————-
\n Divided by<\/p>\nDenominator: EBITDA B
\n ———————-<\/p>\n
Ratio: Equals (A\/B): X
\n ———————-
\n Maximum Permitted:
\n ———————-
\n December 31, 2001 4.00 to 1.0
\n ———————-
\n March 31, June 30 5.00 to 1.0
\n ———————-
\n December 31, 2002 and thereafter 4.00 to 1.0
\n ———————-<\/p>\n
II. SECTION 6.11(b) FIXED CHARGE COVERAGE RATIO<\/p>\n
Numerator: EBITDA
\n ———————-
\n + Operating Lease Expense
\n ———————-
\n Equals: A
\n ———————-<\/p>\n
Divided by<\/p>\n
Denominator: Scheduled Principal Payments
\n ———————-
\n + Interest Payments
\n ———————-
\n + Operating Lease Expense
\n ———————-
\n + Principal Reduction
\n (redemption or repurchase)
\n ———————-
\n Equals: B
\n ———————-<\/p>\n
Ratio: Equals (A\/B): X
\n ———————-<\/p>\n
Minimum Permitted:
\n ———————-
\n December 31, 2001 1.50 to 1.0
\n ———————-
\n March 31, June 30 1.25 to 1.0
\n ———————-
\n September 30, 2002 and thereafter 1.50 to 1.0
\n ———————-<\/p>\n
III. SECTION 6.11(c) EBITDA (prior twelve months)<\/p>\n
Actual $
\n ———————-
\n Minimum Permitted:
\n ———————-
\n December 31, 2001 $ 20,000,000
\n ———————-
\n March 31, June 30, September 30, 2002 $ 19,000,000
\n ———————-
\n December 31, 2002 and thereafter $ 25,000,000
\n ———————-
\n<\/c><\/s><\/table>\n
-2-<\/p>\n
IV. SECTION 6.10(a) MAINTENANCE CAPITAL EXPENDITURES<\/p>\n
\n
\n Maximum Permitted $ 5,000,000
\n ———————-
\n Actual
\n ———————-
\n<\/c><\/s><\/table>\n SCHUFF INTERNATIONAL, INC., a Delaware
\n corporation<\/p>\n
By:
\n —————————————–
\n Name:
\n —————————————
\n Its:
\n —————————————-
\n Senior Officer<\/p>\n
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