EXHIBIT 10.2
[LETTERHEAD OF SUNTRUST]
As of September 30, 1997
Consolidated Stainless, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
RE: SECOND AMENDMENT TO LOAN AGREEMENT
Gentlemen:
Reference is made to the Loan Agreement dated as of January 22, 1996 by and
between Consolidated Stainless, Inc. and SunTrust Bank CF N.A., as amended by
Amendment No. 1, dated as of August 22, 1997 ( the "Loan Agreement"). All
capitalized terms used herein without definition have the respective meanings
ascribed to them in the Loan.
This will confirm the agreement of Borrower and Bank to amend certain covenants
contained in the Loan Agreement, as follows:
1. NET LOSS. Section 8.1 (b) (iv) of the Loan Agreement relating to
the Net Loss of Borrower for the nine (9) month period ended
September 30, 1997, is hereby amended so as to provide that the
Borrower shall have a Net Loss for such nine (9) month period
of not greater than four million, seven hundred thousand, three
hundred, and fifty six dollars ($4,700,356).
2. EFFECTIVE NET WORTH. Section 8.1 (d) of the Loan Agreement,
relating to the Effective Net Worth of Borrower as of September
30, 1997, is hereby amended so as to require Borrower to have
an Effective Net Worth of not less than five million, two
hundred and eighty-six thousand, two hundred and eighty-one
dollars ($5,286,281) as of such date.
3. CURRENT RATIO. Section 8.1 (f) (ii) of the Loan Agreement,
relating to the Current Ratio of Borrower as of September 30,
1997, is hereby amended so as to require Borrower to have a
Current Ratio of not less than 0.88 as of such date.
Consolidated Stainless, Inc.
As of September 30, 1997
Page 2
4. SENIOR DEBT TO EFFECTIVE NET WORTH. Section 8.1 (g) (iv) of the
Loan Agreement relating to the Senior Debt to Effective Net Worth
of Borrower as of September 30, 1997, is hereby amended so as to
require Borrower to have Senior Debt to Effective Net Worth of
not more than 8.26 to 1.0 as of such date.
5. CAPITAL EXPENDITURES. Section 8.1 (e) (ii) of the Loan Agreement
relating to Capital Expenditures of Borrower for the fiscal year
ended December 31, 1997, is hereby amended so as to require
Borrower to have Capital Expenditures of not more than $736,303
for such period.
Except as expressly set forth herein, all of the terms and conditions of the
Loan Agreement shall remain unchanged and in full force and effect, and are
hereby ratified, confirmed and continue.
The amendments set forth herein shall only be applicable for the specific date
and time period stated herein, and shall not be applicable to any other dates or
any other time periods whatsoever.
Furthermore, this amendment shall not be applicable to, and shall not imply
Bank's agreement to grant any amendment, consent or waiver in respect of, any
covenant not specified herein, or for any date or time period not specified
herein, or in any other circumstances (whether of like or unlike nature).
The effectiveness of this amendment is expressly subject to the execution and
delivery by Mellon Bank, N.A. (Mellon), of an amendment agreement with Borrower
relating to certain covenants under the Loan and Security Agreement dated March
10, 1997 (as amended) by and between Borrower and Mellon. Such amendment
agreement must be in form and substance satisfactory to Bank in its sole
discretion.
Bank hereby requests that Borrower acknowledge and confirm its agreement to the
foregoing amendments by countersigning a counterpart copy of this letter. When
signed, this amendment may not be altered or amended except in accordance with
Section 7 (b) of the Loan Agreement.
Very truly yours,
SUNTRUST BANK
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
First Vice President
Duly Authorized
Consolidated Stainless, Inc.
As of September 30, 1997
Page 3
ACKNOWLEDGED AND AGREED TO INTENDING
TO BE LEGALLY BOUND HEREBY:
CONSOLIDATED STAINLESS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Chief Financial Officer
Duly Authorized
