FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
This First Amendment dated as of November 1, 1999
to Second Amended and Restated Credit Agreement dated
as of August 16, 1999 by and among GIBRALTAR STEEL
CORPORATION OF NEW YORK ("Borrower"), GIBRALTAR STEEL
CORPORATION ("Company") and THE CHASE MANHATTAN BANK,
as administrative agent ("Administrative Agent") for
THE CHASE MANHATTAN BANK, FLEET NATIONAL BANK (formerly
known as Fleet Bank), MELLON BANK, N.A., BANK OF
AMERICA, N.A. (successor by merger to NATIONSBANK,
NA.), KEYBANK NATIONAL ASSOCIATION, and HSBC BANK USA
(formerly known as MARINE MIDLAND BANK) (collectively,
"Existing Banks").
A. Preliminary Statement
WHEREAS, the Borrower, the Company, the
Administrative Agent and the Existing Banks are parties
to a Second Amended and Restated Credit Agreement dated
as of August 16, 1999 pursuant to which the Banks have
agreed to extend credit to the Borrower ("Credit
Agreement"); and
WHEREAS, the Borrower, the Company and the
Banks wish to (i) increase the maximum amount of the
Revolving Credit, (ii) add PNC Bank, N.A. as a Bank
under the Credit Agreement and (iii) amend certain
other terms of the Credit Agreement;
WHEREAS, unless otherwise defined herein,
terms used in the Credit Agreement shall have such
defined meanings when used herein;
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration,
receipt of which is hereby acknowledged, and upon
satisfaction of the conditions set forth in Section C,
below, the Banks, the Borrower, the Company, and the
Administrative Agent, hereby agree as follows:
B. Amendment
1. Section 1.1 of the Credit Agreement is
amended so that the definition of "Bank" and "Banks"
are amended to include PNC Bank, N.A.
2. Section 2.1 of the Credit Agreement is
amended so that the phrase "Two Hundred Sixty Million
Dollars ($260,000,000.00)" is deleted and the phrase
"Two Hundred Eighty Million Dollars ($280,000,000.00)"
is substituted in its place, each time it appears.
3. Section 2.2(a) of the Credit Agreement
is amended so that "$260,000,000" is deleted and
"$280,000,000" is substituted in its place.
4. The following are added as new
subsections (e) and (f) to Section 10.1 of the Credit
Agreement:
"(e) which would release any material
portion of the collateral described in the Security
Agreements shall be made without the consent of each
Bank; or
(f) which would increase the total
Commitments above $280,000,000."
5. Schedule 1 of the Credit Agreement is
deleted in its entirety and replaced by Schedule 1
attached hereto.
6. Schedule 3.1(d) and Schedule 4.11 to the
Credit Agreement are each amended to add the following:
"Brazing Concepts Company, a Michigan
corporation"
7. The Schedule attached hereto as
Schedule 4.17 is attached to the Agreement as a new
Schedule 4.17.
C. Conditions. The effectiveness of this
Agreement shall be conditioned upon the satisfaction of
the following conditions:
1. The Borrower shall have executed and
delivered to PNC Bank, N.A. a Revolving Note in the
maximum principal amount of $20,000,000.
2. Brazing Concepts Company shall have
executed and delivered to the Administrative Agent, for
the benefit of the Banks, an unlimited continuing
guaranty in form acceptable to the Administrative Agent
and the Banks, guarantying payment of any and all
indebtedness and obligations of the Borrower and/or the
Company to the Banks.
3. The Borrower and/or the Company shall
have paid all costs and expenses incurred by the
Administrative Agent and the Banks in connection with
the transactions contemplated by this Agreement
including, without limitation, reasonable attorney's
fees.
D. Other Provisions
1. By execution of this Agreement, each of
the Banks consents to the acquisition by Gibraltar of
the stock of Brazing Concepts Company and waives any
default under Section 6.7 of the Credit Agreement
resulting from such acquisition.
2. Except as specifically set forth herein,
the Credit Agreement shall remain in full force and
effect and is hereby reaffirmed. The Borrower and the
Company acknowledge that they are bound by all of the
terms, covenants and conditions set forth in the Credit
Agreement, and that, if there has occurred any Default
or Event of Default, the Agent and the Banks shall have
no obligation to make any Advances or Swingloans or to
issue any Letters of Credit. If there has occurred a
Default or an Event of Default, Agent and the Banks may
condition the making of any subsequent Advances or
Swingloans or the issuance of any Letters of Credit
upon the execution and delivery by Borrower and Company
of an amendment to the Credit Agreement which may
include, without limitation, additional or revised
covenants, an increased rate of interest on the
Revolving Credit, increased Letter of Credit or other
fees and such other terms, conditions and covenants as
the Agent and the Banks may require.
3. The terms "Administrative Agent" and
"Banks" as used herein shall include the successors and
assigns of those parties and shall include PNC Bank,
N.A.
4. This Agreement shall be construed under,
and governed by, the internal laws of the State of New
York without regard to its conflict of laws and rules
which would make the laws of another jurisdiction
applicable.
5. This Agreement may be executed in any
number of counterparts, each of which when so executed
and delivered shall be an original, but all such
counterparts shall together constitute one and the same
Agreement.
[This space intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be signed by their duly authorized
officers, all on the date hereof.
Borrower:
GIBRALTAR STEEL CORPORATION OF NEW YORK
By: /s/ John E. Flint
John E. Flint
Vice President
Company:
GIBRALTAR STEEL CORPORATION
By: /s/ John E. Flint
John E. Flint
Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:/s/ Robert J. McCardle
Robert J. McArdle
Vice President
Consented to this 1st day of November, 1999
FLEET NATIONAL BANK
(formerly known as Fleet Bank)
By:/s/ John C. Wright
Name: John C. Wright
Title: Vice President
Consented to this 1st day of November, 1999
MELLON BANK, N.A.
By: /s/ Edward T. Kloeskery
Name: Edward T. Kloeskery
Title: Vice President
Consented to this 1st day of November, 1999
BANK OF AMERICA, N.A (successor by
Merger to NATIONSBANK, N.A.)
By: /s/ Thomas Blake
Name: Thomas Blake
Title: Managing Director
Consented to this 1 day of November, 1999
KEYBANK NATIONAL ASSOCIATION
By: /s/ Mark F. Wachowiak
Name: Mark F. Wachowiak
Title: Assistant Vice President
Consented to this 1st day of November, 1999
HSBC BANK USA (formerly known
as MARINE MIDLAND BANK)
By: /s/ William H. Graser
Name: William H. Graser
Title: Vice President
Consented to this 1st day of November, 1999
PNC BANK, N.A.
By: David B. Gookin
Name: David B. Gookin
Title: Vice President
SCHEDULE 1
BANKS
Name; Notice Address;
Percentage Commitment LIBOR Lending Office
23.21429% $65,000,000.00 THE CHASE MANHATTAN BANK
Notice Address:
2300 Main Place Tower
Buffalo, New York 14202
Facsimile No. (716) 843-4939
Telephone No. (716) 858-1418
LIBOR Lending Office:
Same as above.
17.85714% $50,000,000.00 FLEET BANK
Notice Address:
10 Fountain Plaza, 9th Fl.
Buffalo, New York 14202
Facsimile No. (716) 847-4491
Telephone No. (716) 847-7332
LIBOR Lending Office:
Same as above.
14.28571% $40,000,000.00 MELLON BANK, N.A.
Notice Addresses:
Two Mellon Bank Center
Pittsburgh, Pennsylvania 15259
Facsimile No. (412) 234-9010
Telephone No. (412) 234-1098
and
1128 State Street
Erie, Pennsylvania 16501
Facsimile No. (814) 453-7273
Telephone No. (814) 453-7275
LIBOR Lending Office:
Same as above.
8.92857% $25,000,000.00 BANK OF AMERICA, N.A.
Notice Addresses:
Bank of America Plaza
Mail Code TX1-492-67-01
901 Main Street, 67th Floor
Dallas, TX 75202
Facsimile: (214) 209-0980
Telephone: (214) 209-0193
LIBOR Lending Office:
(Same as above)
14.28571% $40,000,000 KEYBANK NATIONAL ASSOCIATION
Notice Address:
50 Fountain Plaza, 5th Floor
Buffalo, New York 14202
Facsimile No. (716) 847-7897
Telephone No. (716) 847-2314
Libor Lending Office:
50 Fountain Plaza, 5th Floor
Buffalo, New York 14202
Facsimile No. (716) 847-7897
Telephone No. (716) 847-2314
14.28571% $40,000,000
HSBC BANK USA
Notice Address:
One HSBC Center, Lobby Level
Buffalo, New York 14203
Facsimile No. (716) 855-0384
Telephone No. (716) 841-2556
Libor Lending Office:
Same as above
7.14286% $20,000,000
PNC BANK, N.A.
Notice Address:
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Facsimile No. (412) 705-3232
Telephone No. (412) 762-6278
Schedule 4.17
To be Produced by Borrower; may include Liens on
Real Estate and Equipment being assumed in connection with
the acquisition.