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Exhibit 10.35
SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER
THIS
SEVENTH AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this
"Amendment"),
dated as of the 6th day of November, 2003, by and between STEEL
CITY PRODUCTS,
INC., a Delaware corporation (the "Borrower"), and NATIONAL CITY
BANK OF
PENNSYLVANIA (the "Bank").
BACKGROUND
A.
The Borrower and the Bank entered into a certain Credit Agreement
dated
as of July 13, 2001 (as amended, supplemented, replaced or
otherwise modified,
the "Agreement") pursuant to which the Bank has made a credit
facility or
facilities available to the Borrower.
B.
The Borrower has requested the Bank to, among other things, (i)
extend
the maturity date, (ii) revise the interest rate and (iii) waive a
covenant
default, and the Bank is willing to do so upon the terms and
conditions set
forth in this Amendment.
NOW
THEREFORE, intending to be legally bound hereby, the parties
hereto
amend the Agreement and agree as follows:
Section 1. Capitalized Terms.
Unless otherwise specified herein, capitalized terms used in this
Amendment
(including the BACKGROUND above) without definition shall have the
same meaning
as set forth in the Agreement as amended by this Amendment.
Section 2. Amendments.
The
Agreement is hereby amended as follows:
2.1
Section 2.04(a) of the Agreement is hereby amended and restated in
its
entirety as follows:
"(a) Interest-Rate. Subject to the terms and conditions of this
Agreement, the aggregate outstanding principal balance of the
Revolving Credit
Loans shall bear interest for each day at a rate per annum equal to
the Prime
Rate plus one percent (1.0%) (the "Interest Rate")."
2.2
Section 2.09(c)(ii) of the Agreement is hereby amended and restated
in
its entirety as follows:
"(ii) If 35% or more of otherwise Eligible Receivables due and
owing
from any obligor are more than 90 days past the invoice date, the
aggregate
amount of
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receivables of such obligor and its Affiliates shall be excluded
until such time
as 35% or more of such Receivables are no longer more than 90 days
past the
invoice date."
2.3
Section 5.12 of the Agreement is hereby amended and restated in
its
entirety as follows:
"5.12 Inventory Appraisal. On or before May 31, 2004, the
Borrower
shall deliver to the Bank an updated appraisal of the Eligible
Inventory from an
independent appraiser, in form and substance satisfactory to the
Bank."
2.4
The following defined term set forth in Annex A to the Agreement
is
hereby amended and restated in its entirety as follows:
""Revolving Credit Maturity Date" shall mean December 31,
2004."
Section 3. Waiver.
3.1
Waiver of Section 6.01 of the Agreement. The Borrower has informed
the
Bank that it has violated its EBITDA/Fixed Charges Ratio set forth
in Section
6.01 of the Agreement for the fiscal quarters ending June 30, 2003
and September
30, 2003. The Bank agrees to waive the violation of Section 6.01
and the Event
of Default related to those violations only for the fiscal quarters
ending June
30, 2003 and September 30, 2003.
3.2
No Other Waivers. The waiver by the Bank herein does not either
implicitly or explicitly alter, waive or amend, except as provided
herein, the
provisions of the Agreement.
Section 4. Covenants, Representations and Warranties.
4.1
The Borrower ratifies, confirms and reaffirms, without condition,
all
the terms and conditions of the Agreement and the other Loan
Documents and
agrees that it continues to be bound by the terms and conditions
thereof as
amended by this Amendment; and, the Borrower further confirms and
affirms that
it has no defense, set off or counterclaim against the same. The
Agreement and
this Amendment shall b
