Exhibit 10.22
SIXTH AMENDMENT TO
CREDIT FACILITY AND SECURITY AGREEMENT
WHEREAS, ALLIED CONSTRUCTION PRODUCTS, INC. (herein called the
"Borrower") and KEYBANK NATIONAL ASSOCIATION (formerly known as Society
National Bank) (herein called the "Bank") entered into a certain Credit
Facility and Security Agreement dated March 1, 1993, as amended by an
Amendment to Credit Facility and Security Agreement dated January 5,
1994, Second Amendment to Credit Facility and Security Agreement dated
June 1, 1994, Third Amendment to Credit Facility and Security Agreement
dated July 1, 0000, Xxxxxx Xxxxxxxxx to Credit Facility and Security
Agreement dated March 16, 1995, and Fifth Amendment to Credit Facility
and Security Agreement dated June 30, 1995 (as amended herein called the
"Agreement"), and
WHEREAS, the Borrower and the Bank have agreed to further amend the
Agreement.
NOW, THEREFORE, for valuable consideration received to their mutual
satisfaction, the Borrower and the Bank hereby agree as follows:
1. Section 1.2 of the Agreement is hereby amended by deleting the
definition of "Bank" in its entirety and substituting the following in
place thereof:
"'Bank' means KeyBank National Association, a national banking
association, whose principal office is located at 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000-0000."
2. The definition of "Borrowing Base" appearing in Section 1.2 of
the Agreement is hereby amended by (i) deleting the period at the end of
subpart (c) and inserting "; less" in place thereof and (ii) by adding a
new subpart (d) reading as follows:
"(d) any outstanding Letters of Credit."
3. Section 1.2 of the Agreement is hereby amended by adding the
following definition thereto:
"'Letter of Credit' means any outstanding letter of credit
issued by Bank on the account of Borrower."
4. Section 2.1(a) of the Agreement is hereby amended by adding the
following sentence after the first sentence thereof:
"Issued and outstanding Letters of Credit shall not exceed Two
Hundred Fifty Thousand Dollars ($250,000)."
1
5. Section 2.4 of the Agreement is hereby amended by adding a new
subpart (g) reading as follows:
"(g) Borrower agrees to pay to Bank a letter of credit fee of
one and one-half percent (1-1/2%) per annum of the amount of any
issued and outstanding standby Letters of Credit, payable at
issuance."
6. Except as herein specifically amended, directly or by reference,
all of the terms and conditions set forth in the Agreement are confirmed
and ratified and shall remain in full force and effect.
7. In consideration of this Amendment, Borrower hereby releases and
discharges the Bank and its shareholders, directors, officers, employees,
attorneys, affiliates and subsidiaries from any and all claims, demands,
liability, and causes of action whatsoever, now known or unknown, arising
out of or in any way related to the extension or administration of the
Loan, the Agreement or any mortgage or security interest related thereto.
8. Borrower hereby represents and warrants to Bank that (a)
Borrower has the legal power and authority to execute and deliver this
Amendment; (b) the officials executing this Amendment have been duly
authorized to execute and deliver the same and bind Borrower with respect
to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions
hereof do not violate or conflict with the organizational agreements of
Borrower or any law applicable to Borrower or result in a breach of any
provisions of or constitute a default under any other agreement,
instrument or document binding upon or enforceable against Borrower; and
(d) this Amendment constitutes a valid and binding obligation upon
Borrower in every respect.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Sixth
Amendment to the Agreement to be executed by their duly authorized
officers as of the 4th day of December, 1996.
BANK: BORROWER:
KEYBANK NATIONAL ASSOCIATION ALLIED CONSTRUCTION PRODUCTS, INC.
2
