Exhibit 10.6
November 14, 1997
Consolidated Stainless, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Re: Loan and Security Agreement ("Loan Agreement"), between Mellon Bank,
N.A. ("Bank") and Consolidated Stainless, Inc. ("Borrower"), dated
Xxxxx 00, 0000
Xxxxxxxxx:
This letter shall confirm the agreement by the Bank to waive only those
Events of Default under the Loan Agreement resulting from the following:
1. Failure by Borrower to comply with the financial covenants set forth
in (a) Section 8.1(b) as of September 30, 1997; (b) Section 8.1(d) as of July
31, 1997, August 31, 1997 and September 30, 1997; (c) Section 8.1(e) as of the
quarter ending September 30, 1997; (d) Section 8.1(f) as of the month ending
September 30, 1997; and (e) Section 8.1(g) as of the quarter ending September
30, 1997.
2. Failure by Borrower to reduce the Permitted Out-of -Formula Advance as
required on September 10, 1997; and
3. Defaults under the Subordinated Indebtedness; provided that Borrower
delivers evidence satisfactory to Bank that the holders of the Subordinated
Indebtedness have waived the defaults existing thereunder.
In consideration for Bank's agreement herein, Borrower and Xxxxxx X. Xxxxx
agree that, without the prior written consent of the Bank, no payments of any
nature shall be made on account of the Subordinated Loan (as defined in that
certain letter agreement between Bank, Borrower and Xxxxxx X. Xxxxx dated
September 16, 1997).
The Bank's agreement herein is expressly conditioned upon the execution and
delivery by SunTrust Bank, Central Florida, N.A. of an amendment agreement or
waiver letter with Borrower with respect to defaults by Borrower under that
certain Loan Agreement between Borrower and SunTrust Bank, Central Florida,
N.A., dated January 22, 1996, as amended from time to time. Such amendment
agreement or waiver letter must be in form and content satisfactory to Bank in
its sole discretion.
Except as expressly set forth above, nothing contained herein shall be
deemed a waiver of any other Events of Default, nor shall anything contained
herein be deemed an obligation, agreement or commitment on the part of Bank to
waive any future Events of Default.
Consolidated Stainless, Inc.
November 14, 1997
Page 2
Except as expressly set forth herein, all of the terms and conditions of
the Loan Agreement and each of the other Loan Documents and all of Bank's rights
and remedies thereunder remain in full force and effect and are hereby ratified,
confirmed and continued.
All capitalized terms used herein and not otherwise defined shall have the
meanings provided therefore in the Loan Agreement.
Very truly yours,
MELLON BANK, N.A.
By: _________________________________
Name/Title: ____________________________
The undersigned, intending to be legally bound hereby, acknowledge and
agree to the foregoing.
CONSOLIDATED STAINLESS, INC.
By: _________________________________
Name/Title: _____________________________
Dated: _________________________________
______________________________________
Xxxxxx X. Xxxxx
Dated: ________________________________
_______________________________________
Xxxxxx X. Xxxxx
Dated: _________________________________
