SECOND AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
This Second Amendment dated as of December 1, 1999
to Second Amended and Restated Credit Agreement dated
as of August 16, 1999 by and among GIBRALTAR STEEL
CORPORATION OF NEW YORK ("Borrower"), GIBRALTAR STEEL
CORPORATION ("Company") and THE CHASE MANHATTAN BANK,
as administrative agent ("Administrative Agent") for
THE CHASE MANHATTAN BANK, FLEET NATIONAL BANK (formerly
known as Fleet Bank), MELLON BANK, N.A., BANK OF
AMERICA, N.A. (successor by merger to NATIONSBANK,
NA.), KEYBANK NATIONAL ASSOCIATION, HSBC BANK USA
(formerly known as MARINE MIDLAND BANK) and PNC Bank,
N.A. (collectively, "Banks").
A. Preliminary Statement
WHEREAS, the Borrower, the Company, the
Administrative Agent and the Banks are parties to a
Second Amended and Restated Credit Agreement dated as
of August 16, 1999 as amended pursuant to a First
Amendment to Second Amended and Restated Credit
Agreement dated as of November 1, 1999 pursuant to
which the Banks have agreed to extend credit to the
Borrower ("Credit Agreement"); and
WHEREAS, the Borrower, the Company and the
Banks wish to amend certain other terms of the Credit
Agreement;
WHEREAS, unless otherwise defined herein,
terms used in the Credit Agreement shall have such
defined meanings when used herein;
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration,
receipt of which is hereby acknowledged, and upon
satisfaction of the conditions set forth in Section C,
below, the Banks, the Borrower, the Company, and the
Administrative Agent, hereby agree as follows:
B. Amendment
1. Section 6.13 of the Credit Agreement
(Lease Rentals) is amended so that "$5,000,000" is
deleted and "$7,000,000" is substituted in its place.
2. Schedule 3.1(d) and Schedule 4.11 to the
Credit Agreement are each amended to add the following
as a Subsidiary of Borrower:
"Xxxxxx Manufacturing, Inc., a Florida
corporation"
3. Schedule 4.17 to the Credit Agreement is
amended to add the following as the sole location of
Xxxxxx Manufacturing, Inc. ("Xxxxxx"):
"11910 00xx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx"
C. Conditions. The effectiveness of this
Agreement shall be conditioned upon the satisfaction of
the following conditions:
1. Xxxxxx shall have executed and delivered
to the Administrative Agent, for the benefit of the
Banks, an unlimited continuing guaranty in form
acceptable to the Administrative Agent and the Banks,
guarantying payment of any and all indebtedness and
obligations of the Borrower and/or the Company to the
Banks, and a general security agreement in form
acceptable to the Administrative Agent and the Banks.
2. The Borrower shall have paid to the
Administrative Agent, for the benefit of the Banks, a
consent fee in the amount of $100,000.00.
3. The Borrower and/or the Company shall
have paid all costs and expenses incurred by the
Administrative Agent and the Banks in connection with
the transactions contemplated by this Agreement
including, without limitation, reasonable attorney's
fees.
D. Other Provisions
1. By execution of this Agreement, each of
the Banks consents to the acquisition by Gibraltar of
the stock of Xxxxxx. The Company, the Agent and the
Banks acknowledge that the acquisition of Xxxxxx shall
not constitute a violation of Section 6.7 of the Credit
Agreement, and that following the acquisition of
Xxxxxx, the amount remaining available under Subsection
(ii)(c) of Section 6.7 for Expansions, joint ventures,
partnerships and the book value of assets acquired
shall be $8,000,000 in the aggregate from the date
hereof and for the entire period the Credit or any
portion thereof is outstanding.
2. Except as specifically set forth herein,
the Credit Agreement shall remain in full force and
effect and is hereby reaffirmed. The Borrower and the
Company acknowledge that they are bound by all of the
terms, covenants and conditions set forth in the Credit
Agreement, and that, if there has occurred any Default
or Event of Default, the Agent and the Banks shall have
no obligation to make any Advances or Swingloans or to
issue any Letters of Credit. If there has occurred a
Default or an Event of Default, Agent and the Banks may
condition the making of any subsequent Advances or
Swingloans or the issuance of any Letters of Credit
upon the execution and delivery by Borrower and Company
of an amendment to the Credit Agreement which may
include, without limitation, additional or revised
covenants, an increased rate of interest on the
Revolving Credit, increased Letter of Credit or other
fees and such other terms, conditions and covenants as
the Agent and the Banks may require.
3. The terms "Administrative Agent" and
"Banks" as used herein shall include the successors and
assigns of those parties.
4. This Agreement shall be construed under,
and governed by, the internal laws of the State of New
York without regard to its conflict of laws and rules
which would make the laws of another jurisdiction
applicable.
5. This Agreement may be executed in any
number of counterparts, each of which when so executed
and delivered shall be an original, but all such
counterparts shall together constitute one and the same
Agreement.
[This space intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed by their duly authorized
officers, all on the date hereof.
Borrower:
GIBRALTAR STEEL CORPORATION OF NEW YORK
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Vice President
Company:
GIBRALTAR STEEL CORPORATION
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ Xxxxxx X. XxXxxxx
Xxxxxx X. XxXxxxx
Vice President
Consented to this 1st day of December, 1999
FLEET NATIONAL BANK
(formerly known as Fleet Bank)
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
Consented to this 1st day of December, 1999
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
Consented to this 1st day of December, 0000
XXXX XX XXXXXXX, N.A (successor by
Merger to NATIONSBANK, N.A.)
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Principal
Consented to this 1st day of December, 0000
XXXXXXX NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
Consented to this 1st day of December, 1999
HSBC BANK USA (formerly known
as MARINE MIDLAND BANK)
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Consented to this 1st day of December, 1999
PNC BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
