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Exhibit 10.(iii)
AMENDMENT TO LOAN AGREEMENT
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This amendment to Loan Agreement made at Akron, Ohio as of September
30, 1999 by and among FIRSTMERIT BANK, N.A. ("Bank") and RVM INDUSTRIES, INC.;
RAVENS, INC.; SIGNS AND BLANKS, INC.; ALBEX ALUMINUM, INC. ("Borrower").
WITNESSETH
WHEREAS, the Bank and Borrower have entered into a Loan Agreement dated
September 30, 1997, as amended, and;
WHEREAS, the Bank and the Borrower desire to further amend certain
terms of the Loan Agreement;
NOW THEREFORE, in consideration of the mutual premises herein contained
and other valuable consideration, the receipt, and sufficiency of which is
hereby acknowledged, the parties hereto agree to amend said Loan Agreement in
the following respect and in such respect only:
1. THE DEFINITION OF BORROWING BASE (PAGE 1) TO BE CHANGED AS FOLLOWS:
The words "Borrowing Base" mean as determined by Lender from time to
time the lesser of (a) $20,000,000.00; or (b) the sum of (i) 82.000%
of the aggregate amount of Eligible Accounts, plus (ii) 70.000% of
Eligible Ravens Sheet & Plate and Albex Ingot, Billet & Scrap
Inventory, plus (iii) 65.000% of the aggregate amount of Eligible
Signs and Blanks Raw Material and Albex Material/Extrusions
Inventory, plus (iv) 80.000% of the aggregate amount of Eligible
Ravens Finished Goods Inventory, plus (v) 55.000% of the aggregate
amount of Eligible Signs and Blanks Finished Goods Inventory, plus
(vi) 50.000% of the aggregate amount of Eligible Ravens Raw Material
Inventory with a maximum advance of $11,000,000.00 against
Inventory, less (vii) $375,000.00 at 9/30/99, $412,500.00 at
10/31/99, $450,000.00 at 11/30/99, $37,500.00 at 12/31/99 (provided
the Kent IRB 12/99 payment is made), $75,000.00 at 1/31/00,
$112,500.00 at 2/28/00, $150,000.00 at 3/31/00, $187,500.00 at
4/30/00, $225,000.00 at 5/31/00, $262,500.00 at 6/30/00, $300,000.00
at 7/31/00, $337,500.00 at 8/31/00, $375,000.00 at 9/30/00,
$412,500.00 at 10/31/00, $450,000.00 at 11/30/00, $37,500.00 at
12/31/00 (provided the Kent IRB 12/00 payment is made), $75,000.00
at 1/31/01, $112,500.00 at 2/28/01, $150,000.00 at 3/31/01,
$187,500.00 at 4/30/01, $225,000.00 at 5/31/01, $262,500.00 at
6/30/01, $300,000.00 at 7/31/01, and $337,500.00 at 8/31/01.
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2. THE DEFINITION OF EXPIRATION DATE (PAGE 1) TO BE CHANGED AS FOLLOWS:
The word "Expiration date" means the earlier of AUGUST 31, 2001, or
the date of termination of Lender's commitment to lend under this
agreement.
3. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO CASH FLOW
REQUIREMENTS (PAGE 5) TO BE CHANGED AS FOLLOWS:
Maintain Cash Flow at not less than the following levels: (i) for
the period ending 9-30-99 and 12-31-99, 0.8 times the consolidated
sum of current maturities of long-term debt paid, plus dividends,
plus capital expenditures not funded by term debt or under the Kent
IRB; (ii) 1.1 times at 3-31-00; and (iii) 1.2 times at 6-30-00, and
quarterly thereafter. This covenant is to be tested quarterly using
the accumulated total of the previous four quarters.
4. THE FINANCIAL COVENANTS AND RATIOS PERTAINING TO TANGIBLE NET WORTH
(PAGE 5) TO BE CHANGED AS FOLLOWS:
Maintain a minimum consolidated Tangible Net Worth of not less than
$12,000,000.00 until 3-31-00, then $14,000,000.00 until 3-31-01 then
$16,000,000.00 thereafter. Tangible Net Worth shall include
subordinated debt due from Albex Aluminum, Inc. to Xxxxx Xxxxxxx and
Signs and Blanks, Inc. to X. Xxxxxxx & Company. This covenant is to
be test quarterly.
This is expressly understood and agreed that all other terms and
conditions of the aforesaid Asset Based Loan Agreement shall remain unchanged
and in full force and effect and are fully applicable to the amendment made
hereby.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
executed in their respective authorized officers as of the date of first above
written.
FIRSTMERIT BANK, N.A. RVM INDUSTRIES, INC.
By: /s/Xxxxxx X. Xxxxx By: /s/Xxxxx Xxxxxxx
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Title: V.P. Title: C.E.O.
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RAVENS, INC.
By: /s/Xxxxx Xxxxxxx
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Title: C.E.O.
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SIGNS AND BLANKS, INC.
By: /s/Xxxxx Xxxxxxx
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Title: C.E.O.
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ALBEX ALUMINUM, INC.
By: /s/Xxxxx Xxxxxxx
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Title: C.E.O.
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