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EXHIBIT 4.8
December 11, 2000
Fleet Capital Corporation
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxx
Bank of America, N.A.
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
Notice of Voluntary Reduction of Revolving Credit Facility
and Revolving Facility Amount
Gentlemen:
We refer to the Amended and Restated Loan and Security Agreement dated
as of May 28, 1999 by and among CMI Industries, Inc., a Delaware corporation
(the "Borrower"), the lenders party thereto from time to time (the "Lenders")
and Fleet Capital Corporation, as agent for the Lenders (the "Agent") (as
amended to date, the "Loan Agreement"). Terms defined therein and not otherwise
defined herein are used herein as defined in the Loan Agreement.
The Borrower hereby gives the Agent and the Lenders written notice
pursuant to Section 2.6 of the Loan Agreement that, effective December 22, 2000
(the "Notice Effective Date"), the Revolving Credit Facility shall be reduced
from $28,000,000 to $22,000,000 (resulting in a corresponding reduction in the
Revolving Facility Amount) which notice shall be irrevocable.
In accordance with the terms of Section 2.6 of the Loan Agreement, the
Borrower hereby agrees to pay to the Agent, for the benefit of the Lenders, the
amount necessary to reduce the amount of the Revolving Credit Loans outstanding
under the Revolving Credit Facility to the Revolving Facility Amount as so
reduced, together with accrued interest on the amounts so prepaid.
In addition, the Borrower hereby requests that the Agent and the
Lenders agree, effective as of the Notice Effective Date, to reduce from
$10,000,000 to $7,000,000 the respective reserves established against the
Borrowing Base and the Revolving Facility Amount pursuant to Amendment No. 4 to
the Loan Agreement. For the avoidance of doubt, the Borrower acknowledges
specifically that from and after the Notice Effective Date, the Unused
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CMI Industries, Inc.
December 11, 2000
Page 2
Commitment Fee payable pursuant to Section 4.3 of the Loan Agreement shall be
payable on the daily average unused portion of the Revolving Credit Facility
excluding the reserve as so reduced.
Except to the extent expressly modified as set forth above, the Loan
Agreement and the terms, conditions and provisions of the other Loan Documents
remain in full force and effect and are hereby ratified and confirmed.
Please acknowledge your receipt of this letter and agreement to the
terms hereof, by signing a copy of this letter in the space provided and
returning it to the undersigned.
Very truly yours,
CMI INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
Received and agreed this _ day
of December 2000:
FLEET CAPITAL CORPORATION, as the Agent
and a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: SVP
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Received and agreed this _ day
of December 2000:
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Principal
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