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EXHIBIT 10.14
ACME GROUP
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
The First National Bank of Chicago
Chicago, Illinois
Mercantile Bank National Association
St. Louis, Missouri
The Bank of Nova Scotia
Atlanta, Georgia
General Electric Capital Corporation
Stamford, Connecticut
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of December 18, 1997 (the "Credit Agreement") between the
undersigned, Acme Steel Company, a Delaware corporation ("Acme Steel"), Acme
Packaging Corporation, a Delaware corporation ("Acme Packaging"), Alpha Tube
Corporation, a Delaware corporation ("Alpha Tube"), and Universal Tool &
Stamping Company, Inc., an Indiana corporation ("Universal Tool") (Acme Steel,
Acme Packaging, Alpha Tube and Universal Tool are being hereinafter referred to
collectively as the "Borrowers" and individually as a "Borrower") and you (the
"Lenders"). All capitalized terms used herein without definition shall have
the same meanings herein as such terms have in the Credit Agreement.
The Borrowers have requested that the Lenders make certain amendments
to the Credit Agreement, and the Lenders are willing to do so under the terms
and conditions set forth in this Amendment.
1. AMENDMENTS.
Upon the satisfaction of the conditions precedent set forth in Section
2 hereof, the Credit Agreement shall be and hereby is amended (effective as of
December 18, 1997) as follows:
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(a) Sections 1.2, 1.4(a), 1.5(a), 3.6, 6.1(c), 6.2(c) and
7.5(a)(iv) of the Credit Agreement shall be amended by deleting the
phrase "Available Borrowing Base" wherever appearing therein and
substituting therefor the phrase "Borrowing Base".
(b) Section 5.4 of the Credit Agreement shall be amended
by deleting the phrase "Section 7.12" appearing therein and
substituting therefor the phrase "Section 7.10".
(c) Section 9.1 of the Credit Agreement shall be amended
by deleting the definition of the term "Available Borrowing Base".
(d) Page 2 of Exhibit E to the Credit Agreement shall be
amended and as so amended shall be restated in its entirety to read as
set forth on Annex A to this Amendment.
(e) Page 9 of Schedule 5.4 to the Credit Agreement shall
be amended and as so amended shall be restated in its entirety to read
as set forth on Annex B to this Amendment.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Borrowers and the Lenders shall have executed and
delivered this Amendment.
(b) The Lenders shall have received copies (executed or
certified, as may be appropriate) of all legal documents or
proceedings taken in connection with the execution and delivery of
this Amendment to the extent the Lenders or their counsel may
reasonably request.
(c) Legal matters incident to the execution and delivery
of this Amendment shall be satisfactory to the Lenders and their
counsel.
3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Borrowers hereby represent to the Lenders that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except
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that the representations contained in Section 5.6 shall be deemed to refer to
the most recent financial statements of the Company delivered to the Lenders)
and the Borrowers are in full compliance with all of the terms and conditions
of the Credit Agreement and no Default or Event of Default has occurred and is
continuing under the Credit Agreement or shall result after giving effect to
this Amendment.
4. MISCELLANEOUS.
(a) Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
or any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.
(b) The Borrowers agree to pay on demand all costs and expenses of
or incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Agent.
(c) This Amendment may be executed in any number of counterparts,
and by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.
Dated as of this 18th day of March, 1998 (but effective as of December
18, 1997).
ACME STEEL COMPANY
By
Its
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ACME PACKAGING CORPORATION
By
Its
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ALPHA TUBE CORPORATION
By
Its
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UNIVERSAL TOOL & STAMPING COMPANY, INC.
By
Its
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ACME METALS INCORPORATED
By
Its
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Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK
By
Its Vice PRESIDENT
THE FIRST NATIONAL BANK OF CHICAGO
By
Its
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MERCANTILE BANK NATIONAL ASSOCIATION
By
Its
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THE BANK OF NOVA SCOTIA
By
Its
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GENERAL ELECTRIC CAPITAL CORPORATION
By
Its
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