Exhibit 10(aaa)
THIRD AMENDMENT TO CREDIT AGREEMENT
Agreement is made as of this 11th day of June, 1998 among STARMET
CORPORATION, a Massachusetts corporation (f/k/a Nuclear Metals, Inc.)
("StarMet"), STARMET POWDERS, LLC, a Delaware limited liability company
("Powders"), STARMET AEROCAST, LLC, a Delaware limited liability company
("AeroCast"), STARMET COMCAST, LLC, a Delaware limited liability company
("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 1.02(a). Amount. Section 1.02(a) of the Credit Agreement is
hereby amended by deleting the proviso at the end of Section 1.02(a) and
substituting therefor the following:
"provided that the aggregate of all Advances outstanding at any time 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 shall not exceed (i) $9,550,000 through September 30, 1998,
(ii) $8,050,000 from October 1, 1998 through December 31, 1998, and
(iii) $6,550,000 on January 1, 1999 and thereafter (such amount as in effect
from time to time may be referred to as the "Maximum Credit")."
2. Section 4.22. Net Income. Section 4.22 of the Credit Agreement, as
amended by the Second Amendment to Credit Agreement dated December 29, 1997
among the Borrowers and the Bank (the "Second Amendment"), is hereby amended
by deleting the section in its entirety and substituting therefor the
following:
"The Net Income of the Borrowers shall be not less than ($500,000)
for the quarter ending June 30, 1998 and not less than $750,000
for the quarter ending September 30, 1998 and each quarter
thereafter."
3. Effectiveness. This Third Amendment to Credit Agreement shall become
effective upon (a) execution of this Third Amendment by the Borrowers and the
Bank and (b) receipt by the Bank of evidence satisfactory to the Bank that
the Borrowers are authorized to execute this Third Amendment.
4. 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 except as amended or waived in this
Third Amendment.
(c) Except as set forth above and in the First Amendment dated
as of December 9, 1997, and the Second Amendment, the Credit Agreement
remains in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Third 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: Vice President Finance
and Administration
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
