Credit Agreement

Exhibit 10.1

Execution Version


CREDIT AGREEMENT

Dated: October 19, 2007

among

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,

and

BANK OF AMERICA, N.A., as Administrative Agent, and

BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent,

and

ABN AMRO Bank N.V.

and

General Electric Capital Corporation,

as Co-Syndication Agents, and

Wells Fargo Foothill, LLC

and

Wachovia Capital Finance Corporation (Central),

as Co-Documentation Agents,

and

RHOMBUS MERGER CORPORATION (to be merged with and into RYERSON INC.) and

JOSEPH T. RYERSON & SON, INC.,

as U.S. Borrowers, and

RYERSON CANADA, INC.,

as Canadian Borrower,

and BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Book Manager


TABLE OF CONTENTS

Page SECTION 1. GENERAL DEFINITIONS 1 1.1. Defined Terms 1 1.2. Accounting Terms 48 1.3. Other Terms 49 1.4. Certain Matters of Construction 49 1.5. Currency Equivalents Generally 50 SECTION 2. THE COMMITMENTS AND CREDIT EXTENSIONS 50 2.1. The Loans 50 2.2. Borrowings, Conversions and Continuations of Loans 51 2.3. Letters of Credit 54 2.4. Swing Line Loans 62 2.5. Out-of-Formula Loans 68 2.6. Use of Proceeds 68 2.7. [Reserved] 68 2.8. Administrative Agent Advances 68 2.9. Increase in Commitments 69 2.10. Evidence of Debt 70 SECTION 3. INTEREST, FEES AND CHARGES 70 3.1. Interest 70 3.2. Fees 71 3.3. Reimbursement Obligations 72 3.4. Bank Charges 73 3.5. Illegality 73 3.6. Increased Costs; Capital Adequacy 74 3.7. Mitigation 75 3.8. Funding Losses 75 3.9. Maximum Interest 75 3.10. Computation of Interest and Fees 76 3.11. Replacement of Lenders 76 SECTION 4. LOAN ADMINISTRATION 77 4.1. Payments Generally; Administrative Agent' s Clawback 77 4.2. Defaulting Lender 79 4.3. Special Provisions Governing LIBOR Loans 79 4.4. Borrower Agent 79 4.5. U.S. Revolver Loans to Constitute One Obligation 80 SECTION 5. PAYMENTS 80 5.1. General Payment Provisions 80 5.2. Repayment of Loans 80 5.3. Termination or Reduction of Commitments 83 5.4. Payment of Other Obligations 84 5.5. Marshaling; Payments Set Aside 85 5.6. Post-Default Allocation of Payments and Collections 85


i Page 5.7. Application of Payments and Collateral Proceeds 86 5.8. Loan Accounts; the Register; Account Stated 86 5.9. Gross Up for Taxes 87 5.10. Foreign Lenders 87 5.11. Nature and Extent of Each Borrower' s Liability 88 SECTION 6. TERM AND TERMINATION OF COMMITMENTS 90 6.1. Term Date of Commitments 90 6.2. Termination 90 SECTION 7. [RESERVED] 91 SECTION 8. COLLATERAL ADMINISTRATION 91 8.1. General Provisions 91 8.2. Administration of Accounts 92 8.3. Administration of Inventory 94 8.4. Borrowing Base Certificates 95 SECTION 9. REPRESENTATIONS AND WARRANTIES 95 9.1. General Representations and Warranties 95 9.2. Reaffirmation of Representations and Warranties 103 9.3. Survival of Representations and Warranties 103 SECTION 10. COVENANTS AND CONTINUING AGREEMENTS 103 10.1. Affirmative Covenants 103 10.2. Negative Covenants 109 10.3. Financial Covenants 116 SECTION 11. CONDITIONS PRECEDENT 117 11.1. Conditions Precedent to Initial Credit Extensions 117 11.2. Conditions Precedent to All Credit Extensions 119 11.3. Inapplicability of Conditions 119 11.4. Limited Waiver of Conditions Precedent 120 SECTION 12. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT 120 12.1. Events of Default 120 12.2. Acceleration of Obligations; Termination of Commitments 123 12.3. Other Remedies 123 12.4. Setoff 125 12.5. Remedies Cumulative; No Waiver 125 SECTION 13. AGENTS 126 13.1. Appointment, Authority and Duties of Agents 126 13.2. Agreements Regarding Collateral and Field Examination Reports 128 13.3. Reliance by Agent 129 13.4. Action upon Default 129 13.5. Ratable Sharing 129 13.6. Indemnification of Agent Indemnitees 130 13.7. Limitation on Responsibilities of Agent 130 13.8. Successor Agent and Co-Agents 131


ii Page 13.9. Consents, Amendments and Waivers; Out-of-Formula Loans 132 13.10. Due Diligence and Non-Reliance 133 13.11. Representations and Warranties of Lenders 134 13.12. The Required Lenders 134 13.13. Several Obligations 134 13.14. Administrative Agent in Its Individual Capacity 134 13.15. No Third Party Beneficiaries 135 13.16. Notice of Transfer 135 13.17. Replacement of Certain Lenders 135 13.18. Remittance of Payments and Collections 135 13.19. No Reliance on Agents' Customer Identification Program 136 13.20. USA PATRIOT Act 136 13.21. Hedging Arrangements 136 SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 136 14.1. Successors and Assigns 136 14.2. Treatment of Certain Information; Confidentiality 140 SECTION 15. MISCELLANEOUS 141 15.1. Power of Attorney 141 15.2. General Indemnity 142 15.3. Survival of All Indemnities 142 15.4. [Reserved] 143 15.5. Severability 143 15.6. Cumulative Effect; Conflict of Terms 143 15.7. Execution in Counterparts 143 15.8. Consent 143 15.9. Notices 143 15.10. Performance of Borrowers' Obligations 143 15.11. Credit Inquiries 144 15.12. Time of Essence 144 15.13. Indulgences Not Waivers 144 15.14. Entire Agreement; Exhibits and Schedules 144 15.15. Interpretation 144 15.16. Obligations of Lenders Several 144 15.17. Advertising and Publicity 145 15.18. Disclosure 145 15.19. Governing Law; Consent to Forum 145 15.20. Waivers by Borrowers 146 15.21. Waiver of Consumer Rights 146 15.22. Limitation of Liability 147 15.23. No Advisory or Fiduciary Responsibility 147 15.24. Judgment Currency 147 15.25. USA Patriot Act Notice 148 15.26. Effectiveness of the Acquisition 148


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LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of U.S. Revolver Note Exhibit B Form of Canadian Revolver Note Exhibit C [Reserved] Exhibit D Form of Notice of Borrowing Exhibit E Form of Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit G Form of Assignment and Acceptance Exhibit H [Reserved] Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K Form of Borrowing Base Certificate Exhibit L [Reserved] Exhibit M-l Form of U.S. Guarantee and Security Agreement Exhibit M-2 Form of Canadian Guarantee and Security Agreement Exhibit N Form of Intercreditor Agreement Schedule 1 Commitments Schedule 2 Notice Addresses Schedule 3 Consolidated EBITDA and Consolidated Fixed Charges Schedule 4 Existing Letters of Credit Schedule 5 Joint Ventures Constituting Permitted Affiliates Schedule 6 Hedging Agreements Schedule 8.1.1 Borrowers' Business Locations Schedule 8.1.2 Borrowers' Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Borrowers Schedule 9.1.5 Filing Offices Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Contracts Restricting Borrowers' Right to Incur Debts Schedule 9.1.16 Litigation Schedule 9.1.18 Capitalized and Operating Leases Schedule 9.1.22 Environmental Matters Schedule 9.1.24 Bank Accounts Schedule 9.1.27 Canadian Pension Plans Schedule 9.1.28 Insurance Exceptions Schedule 10.1.3 Certain Financial Statements Schedule 10.1.11 Post Closing Matters Schedule 10.2.3(viii) Permitted Debt Schedule 10.2.3(xiv) Certain Letters of Credit Schedule 10.2.4 Transactions with Affiliates Schedule 10.2.5 Permitted Liens Schedule 10.2.12 Investments


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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this " Agreements" ) is made on October 19, 2007, by and among RHOMBUS MERGER CORPORATION, a Delaware corporation (" Merger Sub" ) (to be merged with and into RYERSON INC., a Delaware corporation (individually " Ryerson" and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, " Borrower Agent" )), JOSEPH T. RYERSON & SON, INC., a Delaware corporation (" Ryerson & Son" ), and RYERSON CANADA, INC., a Canadian corporation (" Ryerson Canada" ); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become " Lenders" as provided herein; BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, " Administrative Agent" ), BANK OF AMERICA, N.A., a national banking association, acting through its Canada branch (together with its successors in such capacity, " Canadian Agent" and, collectively with Administrative; Agent, the " Agents" ), ABN AMRO BANK N.V. and GENERAL ELECTRIC CAPITAL CORPORATION, in their capacity as co-syndication agents for the Lenders pursuant to Section 13 hereof (together with their respective successors in such capacity, " Co-Syndication Agents" ), and WELLS FARGO FOOTHILL, LLC and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), in their capacity as co-documentation agents for the Lenders pursuant to Section 13 hereof (together with their respective successors in such capacity, " Co-Documentation Agents" ).

W I T N E S S E T H :

WHEREAS; Ryerson, Rhombus Holding Corporation (" Parent" ) and Merger Sub have entered into that certain Agreement and Plan of Merger dated as of July 24, 2007 (including the schedules of exhibits thereto, the " Merger Agreement" ) pursuant to which Merger Sub will merge with and into Ryerson, with Ryerson being the surviving corporation after giving effect to such merger, and with Ryerson thereafter being a wholly-owned subsidiary of Parent (the " Acquisition" );

WHEREAS, immediately prior to or substantially concurrently with the consummation of the Acquisition, (a) Platinum will contribute cash to Parent in an aggregate amount of at least $500.0 million (the " Equity Contributions" ), and Parent will contribute such amount to Merger Sub; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. GENERAL DEFINITIONS 1.1. Defined Terms . Capitalized terms used in this Agreement shall have the following respective meanings (unless otherwise defined herein):

Account shall have the meaning ascribed to " account" in the UCC (or, with respect to any Account of a Canadian Loan Party, the PPSA), and shall include any and all rights of an Obligor to payment for goods sold or leased or for services rendered that are hot evidenced by an Instrument or Chattel Paper, whether or not they have been earned by performance.

Account Debtor means a Person who is or becomes obligated under or on account of an Account.

Accounts Formula Amount means, on any date of determination thereof, (a) with respect to any U.S. Borrower, an amount equal to 85% of the net amount of Eligible Accounts for such U.S. Borrower on such date and (b) with respect to Canadian Borrower, an amount equal to 85% of the net amount of Eligible Accounts for Canadian Borrower and any Canadian Subsidiary Guarantors on such date. As used herein, the phrase " net amount of Eligible Accounts" shall mean the value of such Eligible Accounts on any date less, without duplication, (x) at all times any and all returns, rebates, discounts (which may, at Administrative Agent' s option, be calculated on shortest terms), credits, allowances or Taxes (including, sales, excise or other Taxes but excluding franchise and other Taxes imposed on, or measured by reference to, income) at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with, or any interest accrued on the amount of, such Accounts at such date (calculated without duplication of (1) deductions taken pursuant to the exclusion of " Ineligible Accounts" as described in the definition of " Eligible Accounts" or (2) items included within the Dilution Reserve) and (y) at Administrative Agent' s discretion solely after the occurrence and during the continuation of a Cash Dominion Event, the aggregate amount of all cash received in respect of such Accounts (excluding, to the extent it can be traced as such, cash received and identifiable with respect to Ineligible Accounts) but not yet applied to reduce the amount of such Accounts.

Acquired Accounts Eligibility Requirement means, with respect to any Accounts acquired in connection with, a Business Acquisition, the requirement that (i) a collateral review of the acquired Accounts shall have been performed by Administrative Agent or its representatives (the fees and expenses associated with such review to be paid by Borrowers in accordance with Section 3.2.2) ) and (ii) Administrative Agent shall have notified Borrower Agent that it is satisfied in its reasonable Credit Judgment with the scope and results of such collateral review; it being understood that each of Borrower Agent and Administrative Agent will use reasonable efforts to satisfy the Acquired Accounts Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

Acquired Inventory Eligibility Requirement means, with respect to any Inventory acquired in connection with a Business Acquisition, the requirement that (i) a collateral review of such acquired Inventory shall have been performed by Administrative Agent or its representatives (the fees and expenses associated with such review to be paid by Borrowers in accordance with Section 3.2.2) , (ii) Administrative Agent shall have received an appraisal prepared by an independent third party of such acquired Inventory (the fees and expenses associated with such appraisal to be paid by Borrowers in accordance with Section 3.2.2) , and (iii) Administrative Agent shall have notified the Borrower Agent that it is satisfied in its reasonable Credit Judgment with the scope and results of such collateral review and such appraisal; it being understood that each of Borrower Agent and Administrative Agent will use reasonable efforts to satisfy the Acquired Inventory Eligibility Requirement as promptly as reasonably practicable following consummation of the relevant Business Acquisition.

Acquisition has the meaning set forth in the recitals to this Agreement.

Adjusted LIBOR Rate means for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1 / 100 th of 1%), determined by Administrative Agent at approximately. 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (" BBA LIBOR" ), as published by Reuters (or other commercially available source designated by Administrative Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which U.S. Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America' s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then the Adjusted LIBOR Rate shall be the foregoing rate, divided by 1 minus the Reserve Percentage.


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Administrative Agent means Bank of America in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

Administrative Agent' s Office means Administrative Agent' s addresses (including the address of Canadian Agent) and, as appropriate, accounts as set forth on Schedule 2 , or such other addresses or accounts as Administrative Agent may from time to time notify to the Borrowers and the Lenders.

Administrative Questionnaire means an Administrative Questionnaire in a Form supplied by Administrative Agent.

Affiliate means a Person: (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, another Person; (ii) which beneficially owns or holds 10% or more of the Voting Securities of a Person; or (iii) 10% or more of the Voting Securities of which are beneficially owned or held by another Person or a Subsidiary of another Person. For purposes hereof, (i) " control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Securities, by contract or otherwise, and (ii) for avoidance of doubt, Parent, its Subsidiaries and the Joint Ventures constitute Affiliates of each Borrower. Affiliate Loan means a loan or other extension of credit from a Borrower to a Permitted Affiliate (including the guarantee of any Debt of such Permitted Affiliate) at any time the Affiliate Loan Conditions are satisfied and that is for the sole purpose of working capital, capital expenditures or other general corporate purposes (other than acquisitions or Investments by such Permitted Affiliate) consistent with past practice of such Permitted Affiliate but not for the purpose of a loan, investment or distribution by such Permitted Affiliate to another Person. Affiliate Loan Conditions means the following conditions, the satisfaction of each of which is a condition to the authority of a Borrower to make an Affiliate Loan: (i) no Default or Event of Default shall exist or result therefrom and (ii) after giving effect to the Affiliate Loan and all other Affiliate Loans made during the most recently ended twelve-month period pursuant to Section 10.2.12(i) , the aggregate principal amount of such Affiliate Loans made during such twelve-month period would not exceed $35,000,000.

Agent Advances has the meaning set forth in Section 2.8 .

Agent Indemnitees means Administrative Agent in its capacity as collateral and administrative agent for the Lenders under the Credit Documents and all of Administrative Agent' s affiliates and current and future officers, directors and agents; Co-Syndication Agents in their capacity as cosyndication agents for the Lenders under the Credit Documents and all of Co-Syndication Agents' respective affiliates and current and future officers, directors and agents; Co-Documentation Agents in their capacity as co-documentation agent for the Lenders under the Credit Documents and all of Co-Documentation Agents' respective affiliates and current and future officers, directors and agents; and Canadian Agent in its capacity as Canadian Agent and all of Canadian Agent' s affiliates and current and future officers, directors and agents.


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Agent Professionals means attorneys, accountants, appraisers, business valuation experts, environmental engineers or consultants, turnaround consultants and other professionals or experts retained by each Agent or BAS:

Agents has the meaning set forth in the preamble to the Agreement and " Agent" means any one of them.

Agreement means this Agreement and all Exhibits and Schedules hereto as amended, restated, modified or supplemented from time to time in accordance with the terms hereof. Applicable Law means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant, Credit Document or Material Contract in question, including all applicable common law and equitable principles; all provisions of all applicable state, provincial, territorial, federal and foreign constitutions, statutes, rules, regulations, ordinances and orders of Governmental Authorities; and all orders, judgments and decrees of all courts and arbitrators.

Applicable Margin means a percentage equal to 0.50% with respect to U.S. Base Rate Loans, 1.50% with respect to U.S. LIBOR Loans, 0.50% with respect to Canadian Base Rate Loans, 0.50% with respect to Canadian Prime Rate Loans and 1.50% with respect to BA Rate Loans and Canadian LIBOR Loans; provided that, commencing April 1, 2008, the Applicable Margin shall be increased or (if no Default or Event of Default exists) decreased on such date and the first calendar day of each subsequent Fiscal Quarter based upon the Average Availability for the immediately preceding Fiscal Quarter, as follows:

[ILLEGIBLE] I Less than $100,000,000 1.00% 2.00% 1.00% 2.00% 1.00% II If equal to or greater than
$100,000,000 but less than
$350,000,000 0.75% 1.75% 0.75% 1.75% 0.75% III If equal to or greater than

$350,000,000 but less than
$650,000,000 0.50% 1.50% 0.50% 1.50% 0.50% IV If equal to or greater than
$650,000,000 0.25% 1.25% 0.25% 1.25% 0.25%

Average Availability shall be calculated by the Administrative Agent based on the Administrative Agent' s records. If the financial statements and the Borrowing Base Certificate of Borrowers are not received by Administrative Agent by the date required pursuant to Section 8.4 of this Agreement, the Applicable Margin shall be determined as if the Average Availability for the immediately preceding Fiscal Quarter is at Level I until such time as such financial statements and Borrowing Base Certificate are received and any Event of Default resulting from a failure to timely deliver such financial statements or Borrowing Base Certificate is waived in writing by the Required Lenders.


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Applicable Percentage means (a) in respect of the U.S. Revolver Commitment, with respect to any U.S. Revolver Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate U.S. Revolver Commitment represented by such U.S. Revolver Lender' s U.S. Revolver Commitment at such time, and (b) in respect of the Canadian Revolver Commitment, with respect to any Canadian Revolver Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Canadian Revolver Commitment represented by that Lender' s Canadian Revolver Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the Issuing Bank to make L/C Credit Extensions have been terminated pursuant to Section 12.2 , or if the Commitments have otherwise expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable Percentage of that Lender in respect of such Facility most recently in effect prior to such termination or expiration, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of that Lender on Schedule 1 or in the Assignment and Acceptance pursuant to which that Lender becomes a party hereto, as applicable.

Applicable Test Period means, as of the last day of each calendar month, the immediately preceding twelve calendar month period.

Applicable Unused Line Fee Margin means 0.30% for the period from the Closing Date through April 1, 2008 and with respect to each fiscal quarter thereafter (or such shorter period pursuant to Section 3.2.1 ), (a) 0.25% per annum, if the Average Revolver Balance during the immediately preceding three month period is greater than 66% of the average daily aggregate amount of the Commitments outstanding during such period, (b) 0.30% per annum, if the Average Revolver Balance during the immediately preceding three month period is less than or equal to 66% and greater than 33% of the average daily aggregate amount of the Commitments outstanding during such period, or (c) 0.35%, if the Average Revolver Balance during the immediately preceding three month period is less than or equal to 33% of the average daily aggregate amount of the Commitments outstanding during such period.

Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate or branch of a Lender or (c) an entity or an Affiliate or branch of an entity that administers or manages a Lender and, in the case of an Approved Fund that becomes or is to become a Canadian Revolver Lender or a U.S. Revolver Lender, has the capability to fund revolving loans.

Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an Eligible Assignee and accepted by Administrative Agent, in the form of Exhibit G .

Authorized Employee means (i) a Senior Officer or (ii) any other person designated as an Authorized Employee in writing to the Administrative Agent by a Senior Officer.

Availability determined as of any date, means the sum of U.S. Availability and Canadian Availability.

Availability Reserve means on any date of determination thereof and with respect to the U.S. Borrowing Base or Canadian Borrowing Base, as the case may be, an amount equal to the sum of the following (without duplication): (i) the Inventory Reserves; (ii) all amounts of past due rent, fees or other charges owing at such time by U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, (a) to any landlord of any premises where any of the Collateral is located or (b) to any repairman, mechanic or other Person (other than a landlord, Outside Processor or Third-Party


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Warehouseman) who is in possession of any Collateral or has asserted any Lien or claim thereto; (iii) any amounts which U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, are obligated to pay pursuant to the provisions of any of the Credit Documents that Administrative Agent or any Lender elects to pay for the account of U.S. Borrowers or Canadian Borrower and any Canadian Subsidiary Guarantors, as applicable, in accordance with authority contained in any of the Credit Documents; (iv) the aggregate amount of reserves established by Administrative Agent in its reasonable Credit Judgment in respect of Bank Product Debt (other than Cash Management Services); (v) the aggregate amount of all liabilities and obligations that are secured by Liens upon any of the Collateral that are senior in priority to the applicable, Agent' s Liens if such Liens are not Permitted Liens ( provided that the imposition of a reserve hereunder on account of such Liens shall not be deemed Waiver of the Event of Default that arises from the existence of such Liens); (vi) the Dilution Reserve; (vii) Canadian Priority Payables Reserve; (viii) at any time, the amount that Ryerson may become obligated to pay at such time pursuant to the indenture governing or otherwise in respect of the Ryerson Convertible Notes (excluding interest or other fees that have not yet accrued) and (ix) such additional reserves, in such amounts and with respect to such matters, as Administrative Agent in its reasonable Credit Judgment may elect to impose from time to time.

Average Availability means on any date of determination, the amount of Availability during a stipulated consecutive Business Day period, calendar day period or Fiscal Quarter period divided by the number of Business Days or calendar days, as the case may be, in such period.

Average Revolver Balance means for any period, the amount obtained by adding the aggregate of the unpaid balance of Loans and L/C Obligations at the end of each day for the period in question and by dividing such sum by the number of days in such period.

BA Rate means, for the Interest Period of each BA Rate Loan, the rate of interest per annum equal to the average annual rate applicable to Canadian Dollar bankers' acceptances having an identical or comparable term as the proposed BA Rate Loan displayed and identified as such on the display referred to as the " CDOR Page" (or any display substituted therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day), plus five (5) basis points; provided that if such rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1 / 100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by Admini ...