Exhibit

10.1




 




EIGHTH

AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT




 




This Eighth Amendment to

Amended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) is

entered into as of March 24, 2003 by and between CONTINENTAL MATERIALS

CORPORATION, a Delaware corporation (the “Company”), and THE NORTHERN

TRUST COMPANY, an Illinois banking corporation (“Northern”), and LASALLE

BANK NATIONAL ASSOCIATION, a national banking association (“LaSalle”).  (Northern and LaSalle, each a “Bank” and

collectively, the “Banks”).




 




RECITALS:




 




A.                                   The

Banks and the Company have entered into that certain Amended and restated

Revolving Credit and Term loan Agreement dated as of October 21, 1996 (as

amended and extended to the date hereof, the “Loan Agreement”), with the

terms used but not otherwise defined herein being used with the same meanings

as therein defined.




 




B.                                     The

Guarantors have entered into that certain Guaranty Agreement dated as of

January 2, 2001 in favor of the Banks, whereby the Guarantors have guaranteed

the Indebtedness of the Company to the Banks arising from the Loan Agreement

(the “Guaranty”).




 




C.                                     The

Banks and Company desire to amend and restate the Loan Agreement to provide for

an extension of the Termination Date of the Revolving Loan, to provide for a

change in the Fixed Charge Coverage Ratio, and to restate their agreements with

respect to the subject matter hereof.




 




D.                                    The

Guarantors acknowledge that the Loan Agreement and this Amendment inure to the

direct and indirect benefit of the Guarantors, and the Guarantors hereby

reaffirm the Guaranty in all respects.




 




NOW, THEREFORE, for and

in consideration of the foregoing premises and the terms, conditions,

agreements, promises and covenants contained herein and in the Loan Documents,

as amended hereby, the parties hereto agree as follows:




 




1.                                       The

following definitions are substituted for the corresponding definition in Section

1.1 of the Loan Agreement:




 




The term “Loan

Documents” shall mean this Amendment, the Loan Agreement, the Notes, the

Guaranties, and each other instrument or document to be delivered hereunder or

thereunder or otherwise in connection therewith.




 




The term “Termination

Date” shall mean September 15, 2005 for the Revolving Loan and shall mean

December 15, 2006 for the Term Loan, subject to any extensions thereof pursuant

to Section 2.1(A) hereof.




 





























 




2.                                       Section

6.4(a) is amended by adding the following to the end of Section 6.4(a):




 




Notwithstanding the

foregoing, the Borrower shall maintain a Fixed Charge Coverage Ratio of not

less than 0.90:1.00 as of the end of the fiscal quarters ending on

December 31, 2002 and March 31, 2003 for the period of the four fiscal

quarters then ending; Borrower shall maintain a Fixed Charge Coverage Ratio of

not less than 1.0:1.0 as of the end of the fiscal quarter ending on June 30,

2003 for the period of the four fiscal quarters then ending; and Borrower shall

maintain a Fixed Charge Coverage Ratio of not less than 1.25:1.0 as of the end

of the fiscal quarter ending September 30, 2003 and as of the end of each

fiscal quarter thereafter.




 




3.                                       All

Loan Documents are hereby amended such that:




 




(i)

all references therein to the “Loan Agreement” shall be deemed to include this

Amendment and the amendments to the Loan Agreement hereunder; and




 




(ii)

all references therein to the “Obligations” or the indebtedness, liabilities or

obligations of the Borrower to the Lender shall be deemed to include the

indebtedness, liabilities and obligations of the Borrower to the Lender arising

under the Amendment and the Loan Agreement and other Loan Documents, as amended

hereby.




 




4.                                       The

Company hereby ratifies, reaffirms, covenants and agrees to be bound by all

representations, warranties, covenants and other agreements set forth in the

Loan Agreement and all other Loan Documents to which it is a party or by which

it is bound, each as amended hereby.




 




5.                                       The

Loan Documents are hereby amended in all other respects to give effect to the

foregoing amendment and agreements.  The

Loan Documents, as amended hereunder, shall remain in full force and effect and

shall continue to constitute the valid and binding obligations of the

respective parties thereto enforceable in accordance with their respective

terms.  Nothing herein shall be deemed

to constitute or shall be construed as a waiver of any rights, remedies or

collateral or other security of or granted to the Lenders under the Loan

Documents or any Default or Event of Default thereunder which has occurred and

is continuing as of the date hereof, except as may be specifically set forth

herein.




 




6.                                       This

Amendment may be executed in any number of counterparts, each of which shall be

an original hereof, and all of which together shall constitute one and the same

document.  This Amendment has been

executed, delivered and accepted and shall be deemed to have been made under

and shall be governed by and construed in accordance with the laws of the State

of Illinois.




 




2





























 




IN WITNESS WHEREOF, the

parties hereto have executed this Amendment on and effective as of the date

first above written.




 




 




	

  COMPANY:


  
	

   


  
	

  CONTINENTAL MATERIALS

  CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Name:


  	

   


  	

   


  
	

  Title:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  BANKS:


  	

   


  
	

   


  	

   


  
	

  THE NORTHERN TRUST

  COMPANY


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Susan M. Kaminski, Vice

  President


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  LASALLE BANK NATIONAL

  ASSOCIATION


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

   


  	

  Henry J. Munez, Vice

  President


  	

   


  
					





 




3





























 




	

  ACKNOWLEDGED AND

  ACCEPTED:


  
	

   


  	

   


  
	

  ROCKY MOUNTAIN READY

  MIX CONCRETE, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  PHOENIX MANUFACTURING,

  INC.


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  WILLIAMS FURNACE

  COMPANY


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  TRANSIT MIX CONCRETE

  COMPANY


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  CASTLE CONCRETE

  COMPANY.


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  TRANSIT MIX OF PUEBLO,

  INC.


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  





 




4