**Exhibit10.1**

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**EIGHTHAMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT**

 

This Eighth Amendment toAmended and Restated Revolving Credit and Term Loan Agreement (“Amendment”) isentered into as of March 24, 2003 by and between CONTINENTAL MATERIALSCORPORATION, a Delaware corporation (the “Company”), and THE NORTHERNTRUST COMPANY, an Illinois banking corporation (“Northern”), and LASALLEBANK NATIONAL ASSOCIATION, a national banking association (“LaSalle”).  (Northern and LaSalle, each a “Bank” andcollectively, the “Banks”).

 

RECITALS:

 

A.                                   TheBanks and the Company have entered into that certain Amended and restatedRevolving Credit and Term loan Agreement dated as of October 21, 1996 (asamended and extended to the date hereof, the “Loan Agreement”), with theterms used but not otherwise defined herein being used with the same meaningsas therein defined.

 

B.                                     TheGuarantors have entered into that certain Guaranty Agreement dated as ofJanuary 2, 2001 in favor of the Banks, whereby the Guarantors have guaranteedthe Indebtedness of the Company to the Banks arising from the Loan Agreement(the “Guaranty”).

 

C.                                     TheBanks and Company desire to amend and restate the Loan Agreement to provide foran extension of the Termination Date of the Revolving Loan, to provide for achange in the Fixed Charge Coverage Ratio, and to restate their agreements withrespect to the subject matter hereof.

 

D.                                    TheGuarantors acknowledge that the Loan Agreement and this Amendment inure to thedirect and indirect benefit of the Guarantors, and the Guarantors herebyreaffirm the Guaranty in all respects.

 

NOW, THEREFORE, for andin 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.                                       Thefollowing definitions are substituted for the corresponding definition in Section1.1 of the Loan Agreement:

 

The term “LoanDocuments” shall mean this Amendment, the Loan Agreement, the Notes, theGuaranties, and each other instrument or document to be delivered hereunder orthereunder or otherwise in connection therewith.

 

The term “TerminationDate” shall mean September 15, 2005 for the Revolving Loan and shall meanDecember 15, 2006 for the Term Loan, subject to any extensions thereof pursuantto Section 2.1(A) hereof.

 

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2.                                       Section6.4(a) is amended by adding the following to the end of Section 6.4(a):

 

Notwithstanding theforegoing, the Borrower shall maintain a Fixed Charge Coverage Ratio of notless than 0.90:1.00 as of the end of the fiscal quarters ending onDecember 31, 2002 and March 31, 2003 for the period of the four fiscalquarters then ending; Borrower shall maintain a Fixed Charge Coverage Ratio ofnot 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 shallmaintain a Fixed Charge Coverage Ratio of not less than 1.25:1.0 as of the endof the fiscal quarter ending September 30, 2003 and as of the end of eachfiscal quarter thereafter.

 

3.                                       AllLoan Documents are hereby amended such that:

 

(i)all references therein to the “Loan Agreement” shall be deemed to include thisAmendment and the amendments to the Loan Agreement hereunder; and

 

(ii)all references therein to the “Obligations” or the indebtedness, liabilities orobligations of the Borrower to the Lender shall be deemed to include theindebtedness, liabilities and obligations of the Borrower to the Lender arisingunder the Amendment and the Loan Agreement and other Loan Documents, as amendedhereby.

 

4.                                       TheCompany hereby ratifies, reaffirms, covenants and agrees to be bound by allrepresentations, warranties, covenants and other agreements set forth in theLoan Agreement and all other Loan Documents to which it is a party or by whichit is bound, each as amended hereby.

 

5.                                       TheLoan Documents are hereby amended in all other respects to give effect to theforegoing amendment and agreements.  TheLoan Documents, as amended hereunder, shall remain in full force and effect andshall continue to constitute the valid and binding obligations of therespective parties thereto enforceable in accordance with their respectiveterms.  Nothing herein shall be deemedto constitute or shall be construed as a waiver of any rights, remedies orcollateral or other security of or granted to the Lenders under the LoanDocuments or any Default or Event of Default thereunder which has occurred andis continuing as of the date hereof, except as may be specifically set forthherein.

 

6.                                       ThisAmendment may be executed in any number of counterparts, each of which shall bean original hereof, and all of which together shall constitute one and the samedocument.  This Amendment has beenexecuted, delivered and accepted and shall be deemed to have been made underand shall be governed by and construed in accordance with the laws of the Stateof Illinois.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Amendment on and effective as of the datefirst 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 |   |
|                                    |  |  |  |  |

 

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| ACKNOWLEDGED AND  ACCEPTED:              |
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| ROCKY MOUNTAIN READY  MIX CONCRETE, INC. |
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| By:                                      |   |   |
| Its:                                     |   |   |
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| PHOENIX MANUFACTURING,  INC.             |   |
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| By:                                      |   |   |
| Its:                                     |   |   |
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| WILLIAMS FURNACE  COMPANY                |   |
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| By:                                      |   |   |
| Its:                                     |   |   |
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| TRANSIT MIX CONCRETE  COMPANY            |   |
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| By:                                      |   |   |
| Its:                                     |   |   |
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| CASTLE CONCRETE  COMPANY.                |   |
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| By:                                      |   |   |
| Its:                                     |   |   |
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| TRANSIT MIX OF PUEBLO,  INC.             |   |
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| By:                                      |   |   |
| Its:                                     |   |   |

 

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