Exhibit 10
1998 Amendment Agreement
April 3, 1998
SWVA, Inc.
00xx Xxxxxx xxx 0xx Xxxxxx
Xxxxxxxxxx, XX 00000
Gentlemen:
We refer to the Financing Agreement between us dated December 30, 1986, as
amended (the "Financing Agreement"). Capitalized terms used herein and defined
in the Financing Agreement shall have the meanings set forth in said Financing
Agreement unless otherwise specifically defined herein.
You have requested that we increase the Line of Credit (including the maximum
amount of advances against Eligible Inventory thereunder) and the Additional
CAPEX Term Loan Line of Credit. We have agreed to the foregoing subject to, and
in accordance with, the terms, provisions and conditions hereof.
Effective immediately pursuant to mutual understanding, the Financing Agreement
shall be, and hereby is, amended as follows:
1) The definitions of Line of Credit, Additional CAPEX Term Loans and
Additional CAPEX Term Loan Line of Credit in Section 1 of the Financing
Agreement shall be, and each hereby is, deleted and the following shall be, and
hereby is substituted in lieu thereof:
"Line of Credit shall mean the sum of $21,000,000."
"Additional CAPEX Term Loans shall mean the term loans made and to be made to
the Company by CITBC in the aggregate principal amount of up to $28,000,000, as
more fully described in Section 3 of this Financing Agreement."
"Additional CAPEX Term Loan Line of Credit shall mean the commitment of CITBC to
make Additional CAPEX Term Loans to the Company pursuant to Section 3 of this
Financing Agreement in the aggregate amount not to exceed $28,000,000."
2) Section 2, Paragraph 1 of the Financing Agreement shall be, and hereby is
amended to provide that the maximum aggregate advances against Eligible
Inventory under clause (b) (i) and (ii) shall not exceed $10,000,000 in the
aggregate.
3) It is further agreed that:
(a) The term "Obligations" as used in the Financing Agreement shall also
include, without limitation, all present and future indebtedness, liabilities
and obligations of the Company to CITBC pursuant to the Line of Credit and the
Additional CAPEX Term Loans (as amended and increased hereby).
(b) The form of Amended and Restated Promissory Note attached hereto shall be
annexed to the Financing Agreement as Exhibit C and shall evidence the
Additional CAPEX Term Loans (as amended
and increased hereby). Such Amended and Restated Promissory Note is being
executed and delivered in substitution for, and not in payment of, the
Promissory Note dated April 3, 1997 in the original principal amount of
$23,000,000 evidencing the Additional CAPEX Term Loans (the "Original Note").
It is the intention of the parties hereto that such Amended and Restated
Promissory Note and the Amended Mortgage Documents referred to herein below
shall not constitute a novation of the Obligations evidenced by the Original
Note, but merely a restatement and, where applicable, a substitution of the
terms governing and evidencing the Additional CAPEX Term Loan Obligations
evidenced thereby and as amended and increased hereby. Without limiting the
generality of the foregoing, the liens securing all or any part of such
Obligations and all Collateral (including but not limited to all Collateral
subject to the Amended Mortgage Documents) do and shall continue (without any
break in continuity thereof) to secure payment of all Obligations of the Company
under such Amended and Restated Promissory Note. The principal amount of the
Amended and Restated Promissory Note includes the portion of the outstanding
principal balance of the Original Note that has not been repaid on the date
hereof, which amount is equal to $ and is due and owing without
offset, counterclaim or deduction. The Original Note will be marked "Canceled
by Substitution".
(c) The Additional CAPEX Term Loans (as amended and increased hereby) shall (i)
incur interest at the rate specified in Section 7, Paragraph 2 of the Financing
Agreement and (ii) be secured by all Collateral.
(d) The effectiveness of the foregoing amendments, including, but not limited
to the extension of Additional CAPEX Term Loans (as amended and increased
hereby) shall be conditioned upon the fulfillment of the following conditions
precedent to CITBC's reasonable satisfaction:
(i) The Company simultaneously executing and delivering to CITBC the Amended and
Restated Promissory Note referred to in Paragraph 8(b) above and Mortgages,
Deeds of Trust and/or amendments and/or modifications to our existing Mortgages
or Deeds of Trust (herein "Amended Mortgage Documents") confirming and granting
to CITBC first mortgage liens upon the Company's Real Estate to secure the Line
of Credit and the Additional CAPEX Term Loans (as amended and increased hereby).
(ii) Our receipt of certified resolutions authorizing the execution, delivery
and performance of the transactions contemplated by this amendment.
(iii) Parent signing below to confirm that the term "Obligations" as defined and
used in the Guaranty and Pledge Agreement executed by Parent in favor of CITBC
shall also include, without limitation, all indebtedness, liabilities and
obligations of the Company to CITBC arising in connection with the Line of
Credit and the Additional CAPEX Term Loans (as amended and increased hereby).
(iv) Xxxxxxxx Steel, Inc. ("Xxxxxxxx") signing below to confirm that the term
"Obligations" as defined and used in the Guaranty, Security Agreement and
Negative Pledge Agreement executed by Xxxxxxxx in favor of CITBC shall also
include, without limitation, all present and future indebtedness, liabilities
and obligations of the Company to CITBC arising in connection with the Line of
Credit and the Additional CAPEX Term Loans (as amended and increased hereby).
(v) CITBC's receipt of title insurance and a current survey (in form and
substance satisfactory to CITBC) with respect to the Real Estate to be subject
to the Mortgages and/or Deeds of Trust referred to in paragraph 8(d)(i) no later
than sixty (60) days after the date hereof.
(vi) The absence of any Default or Event of Default under the Financing
Agreement.
(e) By signing below you confirm your agreement to (i) pay to us an
Accommodation and Documentation Fee equal to $13,750 in the aggregate upon
execution of this amendment, and (ii) reimburse us for all of our Out-of-Pocket
Expenses incurred in connection with this amendment and the transactions
contemplated hereby. All such amounts may, at our option, be charged to your
loan amount under the Financing Agreement when due.
Except as set forth herein no other change in the terms or provisions of the
Financing Agreement is intended or implied. If the foregoing is in accordance
with your understanding, kindly so indicate by signing and returning the
enclosed copy of this letter.
Parent and Xxxxxxxx have signed below to confirm their respective agreements to
subparagraphs (iii) and (iv) of paragraph 8(f) above.
THE CIT GROUP/BUSINESS
CREDIT, INC.
By: /s/ X. Xxxxxxx
Title: Vice President
Read and Agreed to:
SWVA, INC.
By: /s/ Xxxx Xxxxxx
Title: Vice President & CFO
Confirmed:
STEEL OF WEST VIRGINIA, INC.
By: /s/ Xxxx Xxxxxx
Title: Vice President & CFO
XXXXXXXX STEEL, INC.
By: /s/ Xxxx Xxxxxx
Title: Vice President & CFO
