Exhibit 10(dd)
FIRST AMENDMENT TO CREDIT AGREEMENT
Agreement is made as of this 9th day of December, 1997 among STARMET
CORPORATION, a Massachusetts corporation (f/k/a Nuclear Metals, Inc.)
("StarMet"), STARMET POWDERS, LLC, a Delaware limited liability corporation
("Powders"), STARMET AEROCAST, LLC, a Delaware limited liability corporation
("AeroCast"), STARMET COMCAST, LLC, a Delaware limited liability corporation
("ComCast"), STARMET NMI CORPORATION, a Massachusetts corporation ("NMI"),
STARMET CMI CORPORATION, a Delaware corporation (f/k/a Carolina Metals, Inc.)
("CMI"), STARMET HOLDINGS CORPORATION, a Massachusetts corporation
("Holdings"), NMI FOREIGN SALES CORPORATION, a U.S. Virgin Islands
corporation ("FSC", and together with StarMet, Powders, AeroCast, ComCast,
NMI, CMI and Holdings, the "Borrowers") and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts chartered trust company ("Bank").
WHEREAS, the Borrowers and the Bank are parties to an Amended and
Restated Credit Agreement dated as of October 1, 1997 (the "Credit
Agreement"); and
WHEREAS, the parties have agreed to certain modifications;
NOW THEREFORE, the parties agree as follows:
1. Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended by deleting the reference to $6,500,000 in the third line and
$6,050,000 in the last line and replacing both references with $8,050,000.
2. Section 1.02(a). Section 1.02(a) of the Credit Agreement is hereby
amended by:
(a) deleting the reference to $6,550,000 in the seventh line and
replacing it with $8,050,000; and
(b) deleting the proviso at the end of Section 1.02(a) and substituting
therefor the following:
provided that (i) up to January 10, 1998, the aggregate of all Advances
outstanding shall not exceed $8,050,000 less the maximum aggregate
liability of the borrowers under any outstanding letters of credit issued
prior to the date hereof or pursuant to this Credit Agreement and (ii) from
and after January 10, 1998 up to the Maturity Date, the aggregate of all
Advances outstanding shall not exceed $6,550,000 less the maximum aggregate
liability of the Borrowers under any outstanding letters of credit issued
prior to the date hereof or pursuant to this Credit Agreement (the "Maximum
Credit").
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3. Section 1.02(b). Section 1.02(b) of the Credit Agreement is hereby
amended by adding the following at the end:
"As provided in Section 1.02(a), the Revolving Credit shall reduce from
$8,050,000 to $6,550,000 on January 10, 1998 and any amount in excess of
$6,550,000 shall be paid on or before January 10, 1998".
4. Section 1.02(c). Section 1.02(c) of the Credit Agreement is hereby
amended by deleting the first sentence in Section 1.02(c) its entirety and
substituting therefor the following:
"Amounts owed to Bank with respect to Advances made by Bank shall be
evidenced by Bank's books and records and may, at the request of the Bank,
be further evidenced by one or more revolving credit notes (collectively,
the "Revolving Credit Note"). As of the date of this First Amendment, the
Advances are evidenced by an Amended and Restated Revolving Credit Note
dated as of March 31, 1995 (as amended and restated October 1, 1997) in the
principal amount of $6,550,000 (the "Original Note") and an Additional
Revolving Credit Note dated as of the date of this First Amendment in the
principal amount of $1,500,000 (the "Additional Note"). All Advances shall
be deemed made pursuant to the Original Note up to the maximum principal
amount thereof and thereafter pursuant to the Additional Note. Any
repayments of principal shall be applied first to the Additional Note, then
to the Original Note".
5. Effectiveness; Conditions to Effectiveness. This First Amendment to
Credit Agreement shall become effective upon (a) execution of this First
Amendment by the Borrowers and the Bank, (b) execution by the Borrowers of
the Additional Revolving Credit Note substantially in the form of Exhibit A
attached hereto, and (c) receipt by the Bank of evidence satisfactory to the
Bank that the Borrowers are authorized to execute this First Amendment.
6. Miscellaneous.
(a) The Borrowers hereby confirm to the Bank that the representations
and warranties of the Borrowers set forth in Article II of the Credit
Agreement are true and correct as of the date hereof, as if set forth
herein in full.
(b) There is no Event of Default, and no condition which, with the
passage of time or giving of notice or both, would constitute an Event of
Default under the Credit Agreement.
(c) Except as set forth above, the Credit Agreement remains in full
force and effect.
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Credit Agreement under seal as of the date first above written.
STARMET CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: VP Finance
STARMET POWDERS, LLC
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET AEROCAST, LLC
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET COMCAST, LLC
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET NMI CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
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STARMET CMI CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET HOLDINGS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
NMI FOREIGN SALES CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxxx XX
------------------------------
Name: Xxxxxxx X. Xxxxx XX
Title: Vice President
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EXHIBIT A
ADDITIONAL REVOLVING CREDIT NOTE
$1,500,000 December 9, 1997
FOR VALUE RECEIVED, the undersigned, STARMET CORPORATION, STARMET
POWDERS, LLC, STARMET AEROCAST, LLC, STARMET COMCAST, LLC, STARMET NMI
CORPORATION, STARMET CMI CORPORATION, STARMET HOLDINGS CORPORATION, NMI
FOREIGN SALES CORPORATION (the "Borrowers"), hereby jointly and severally,
promise to pay to the order of STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company ("Bank"), in lawful money of the United States of
America in immediately available funds at its office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 the principal sum of ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($1,500,000) or such lesser sum as may from time to time be
outstanding under the terms of the Credit Agreement between the Borrowers and
Bank of even date herewith, as amended, modified, supplemented and/or
restated from time to time (the "Credit Agreement').
The Borrowers promise to pay interest on the unpaid principal balance at
the rates and at the times provided in the Credit Agreement. This Note may
be prepaid only in accordance with the terms of the Credit Agreement.
This Note will become due and payable on January 10, 1998 and earlier
upon the occurrence of an Event of Default (as defined in the Credit
Agreement). The Borrowers agree to pay all reasonable legal fees and other
costs of collection of this Note.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right, nor shall any waiver on
one occasion be deemed to be an amendment or waiver of any such right with
respect to any future occasion. The Borrowers hereby waive presentment,
demand, protest and notice of every kind and assents to any one or more
indulgences, to any substitution, exchange or release of collateral (if at
any time there be available collateral to the holder of this Note) and to the
addition or release of any other party or persons primarily or secondarily
liable.
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This Note shall be governed and construed under the laws of the
Commonwealth of Massachusetts and shall be deemed to be under seal.
STARMET CORPORATION
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------
Name: Xxxxx X. Xxxxxxx
Title: VP Finance
STARMET POWDERS, LLC
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET AEROCAST, LLC
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET COMCAST, LLC
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
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STARMET NMI CORPORATION
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET CMI CORPORATION
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
STARMET HOLDINGS CORPORATION
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
NMI FOREIGN SALES CORPORATION
WITNESS:
/s/ Xxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
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