Exhibit 10(ee)
THIRD AMENDMENT TO CREDIT AGREEMENT
This Amendment is made as of August 7, 1997 between NUCLEAR METALS, INC., a
Massachusetts corporation ("Nuclear Metals"), CAROLINA METALS, INC., a Delaware
corporation ("Carolina Metals") (together with Nuclear Metals, the "Borrowers")
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the
"Bank").
WHEREAS, the Bank established a credit facility for the Borrowers pursuant
to a Credit Agreement dated as of March 31, 1995 (as amended, the "Credit
Agreement"); and
WHEREAS, the Credit Agreement was amended by a First Amendment dated as of
June 30, 1995 ("First Amendment"); and
WHEREAS, the Bank created an additional credit facility for the Borrowers
pursuant to a letter agreement dated September 26, 1995 ("Line of Credit") which
has expired; and
WHEREAS, a Forbearance and Amendment Agreement dated as of January 11, 1996
further amended the Credit Agreement (as amended, the "Forbearance Agreement");
and
WHEREAS, the Credit Agreement was further amended by a Second Amendment
dated as of December 24, 1996 ("Second Amendment"); and
NOW THEREFORE, the parties hereby agree as follows:
1. Section 1.01 of the Credit Agreement is amended in its entirety to
read as follows:
"Subject to the terms and conditions hereof, and in
reliance on the representations and warranties contained
herein the Bank hereby establishes a credit facility in
favor of the Borrowers in the principal amount of $6,550,000
(the "Credit"). The Credit consists of a revolving line of
credit of $6,550,000 (the "Revolving Credit").
2. Section 1.02 The Revolving Credit, subsections (a) is amended in its
entirety to read as follows:
"(a) Amount. Provided no Event of Default (as defined in
Article V) or event which with the passage of time or
notice, or both, would become an Event of Default has
occurred and is continuing, each Borrower may time to time
from the date hereof up to February 28, 1998 (the "Maturity
Date") borrow and reborrow from the Bank and the Bank shall
advance funds under the Revolving Credit to such Borrower
(an "Advance" or the "Advances"); provided that the
aggregate of all Advances outstanding at any time shall not
exceed $6,550,000 less the
maximum aggregate liability of the Borrowers under any outstanding
letters of credit issued prior to the date hereof or pursuant to this
Credit Agreement (the "Maximum Credit").
3. Section 1.02(d) The Revolving Credit Note is amended by substituting
the form of note attached hereto for Exhibit 1.02(d).
4. Section 1.05 Letters of Credit, subsections (c) and (e) are amended in
their entirety to read as follows:
(c) Commission. The Borrowers agree to pay Bank in
advance two percent (2%) per year (prorated based upon the
number of days from the issue date to the expiration date)
of the face amount of any Letters of Credit issued or
renewed after the date hereof, together with any
transactional fees at the Bank's customary rates.
(e) Amount. The aggregate amount of Letters of Credit
outstanding at any time shall not exceed $3,550,000.
5. The Borrowers represent and warrant that (i) all the representations
set forth in the Credit Agreement dated as of March 31, 1995 including, without
limitation, the Schedules, are true and accurate as of the date hereof subject
to any changes set forth on the Exhibits hereto and (ii) no Event of Default
exists.
6. Except as forth herein and in the First Amendment, the Forbearance
Agreement and the Second Amendment, the Credit Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have signed this Second Agreement as of the
date first above written.
NUCLEAR METALS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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CAROLINA METALS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx XX
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Vice President
