{"id":41271,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/revolving-line-of-credit-loan-agreement-schuff-steel-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"revolving-line-of-credit-loan-agreement-schuff-steel-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/revolving-line-of-credit-loan-agreement-schuff-steel-co-and.html","title":{"rendered":"Revolving Line of Credit Loan Agreement &#8211; Schuff Steel Co. and Bank One Arizona NA"},"content":{"rendered":"<pre>                            REVOLVING LINE OF CREDIT\n                                 LOAN AGREEMENT\n                       (ACCOUNTS RECEIVABLE AND INVENTORY)\n\nThis agreement is entered into by and between Schuff Steel Company, an Arizona \ncorporation ('Borrower') and Bank One, Arizona, NA ('Bank').\n\nRECITALS:\n\nBorrower desires to obtain from Bank a revolving line of credit ('Loan') and\nBank is willing to make the Loan, but only on the terms and conditions\nhereinafter set forth. \n\nNOW, THEREFORE in consideration of the premises and the mutual promises herein\ncontained and other good and valuable consideration, the receipt and sufficiency\nof which are hereby acknowledged, the parties hereto agree as follows:\n\n1. LOAN.\n\n1.1 REVOLVING LINE OF CREDIT. Subject to the terms and conditions contained\nherein and in the other documents, instruments and agreements executed in\nconnection with the Loan and the security therefor ('Loan Documents'), Bank will\nestablish for Borrower the Loan as a revolving line of credit against which Bank\nwill make advances ('Advances') from time to time for the purpose of providing\nworking capital to Borrower. Subject to the terms hereof, Borrower shall have\nthe right to obtain Advances, repay Advances and obtain additional Advances;\nhowever, all of the Advances hereunder shall be viewed as a single loan. At no\ntime shall the unpaid principal balance of the Loan exceed the amount set forth\nin Section 13 hereof ('Maximum Amount') and all Advances of the Loan shall be\nmade on or before the date set forth in Section 13 hereof.\n\n1.2 ADVANCES. Subject to the terms and conditions hereof, Advances of the Loan\nwill be made in amounts not to exceed the amount ('Borrowing Base') calculated\nin accordance with the formula set forth in the Borrowing Base Certificate,\nattached hereto as Exhibit A and by this reference incorporated herein. In\ncalculating the Borrowing Base, the percentage set forth in Section 13 hereof of\nthe amount of Total Eligible Accounts Receivable and the percentage set forth in\nSection 13 hereof of the amount (determined on the basis of the lower of cost or\nmarket value) of Total Eligible Inventory shall be used. 'Eligible Account\nReceivable' is an amount owing to Borrower, as determined by Bank in its sole\nand absolute discretion, which has arisen from the delivery and\/or shipment of\nproducts previously made and from services rendered for which an invoice has\nbeen issued by Borrower to its customer ('Customer') (a) which amount is not\nsubject to any offset, counterclaim or defense asserted by the Customer, (b)\nwhich amount is subject to a perfected security interest in favor of Bank and is\nnot subject to any other security interest, lien, claim or encumbrances, (c)\nwhich amount has not remained unpaid for more than the number of days set forth\nin Section 13 after the date due under the terms of the related invoice, (d)\nwhere not more than fifteen percent (15%) of the total amount owing from the\nCustomer has remained unpaid for more than the number of days set forth in\nSection 13 after the date due under the terms of the related invoice, (e) which\namount is not an uninsured amount owing from Customer located in a foreign\ncountry and (f) which amount is not owing from the United States of America or\nany agency, department or subdivision thereof, unless a properly executed\nassignment of claims has been received by Bank. 'Eligible Inventory' is the\ninventory of Borrower (consisting of those items within the categories set forth\nin Section 13), as determined by Bank in its sole and absolute discretion, to be\n(a) in good condition and salable in the ordinary course of Borrower's business,\n(b) owned by Borrower free and clear of any mortgages, liens, security\ninterests, claims, encumbrances or rights of others, excepting only the security\ninterests in favor of Bank, (c) located at a location identified in a Security\nAgreement (hereinafter defined), (d) subject to a perfected security interest in\nfavor of Bank, (e) not subject to any consignment to any Customer and (f) not\nacquired by Borrower in or as part of a bulk transfer of sale or assets unless\nBorrower has complied with all applicable bulk sales or bulk transfer laws.\n\n1.3 NOTE. The Loan shall be evidenced by a promissory note ('Note') of even date\nherewith in a form prepared and approved by Bank in the Maximum Amount, payable\nin accordance with the terms thereof. Interest on the principal amount\noutstanding from time to time shall be charged as provided in the Note and\nshould such rate of interest as calculated thereunder exceed that allowed by\nlaw, the applicable rate of interest will be the maximum rate of interest\nallowed by applicable law.\n\n1.4 PREPAYMENTS. If for any reason the aggregate principal amount of the Loan\noutstanding at any time shall exceed the maximum amount permitted to be borrowed\nin accordance with Section 1.2 hereof, Borrower, without notice or demand, shall\nimmediately make a principal payment to Bank in an amount equal to such excess\nplus accrued and unpaid interest hereon. Borrower may from time to time, prepay\nall or part of the outstanding principal balance of the Loan.\n\n1.5 REMITTANCE ACCOUNT. If so indicated in Section 13 hereof, the proceeds\nreceived by Borrower from its inventory and collection of accounts receivable,\nwhich, pursuant to the Security Agreements (hereinafter defined), are required\nto be transmitted to Bank, shall be handled and administered by Bank in and\nthrough a remittance account in accordance with the provisions of the Security\nAgreements.\n\n2. SECURITY.\n\n2.1 SECURITY AGREEMENTS. As security for the payment of the Note, the Loan, and\nall other liabilities and obligations of Borrower to Bank, now existing or\nhereafter created, Borrower shall grant to Bank a security interest in all of\nBorrower's inventory, accounts receivable, rights to payment and such other\nproperty ('Property'), as more particularly described in one or more security\nagreements ('Security Agreements') executed by Borrower and delivered to Bank in\nform and substance satisfactory to Bank, in its sole and absolute discretion.\nThe Security Agreements shall grant to Bank a first and prior security interest\nin and to the Property, except as otherwise expressly provided therein.\n\n\n                                       1\n\n\n2.2 ADDITIONAL DOCUMENTS. Borrower shall execute from time to time upon the\nrequest of Bank, such financing statements or other documents reasonably\nrequired by Bank to perfect or continue Bank's security interests described\nherein.\n\n\n2\n\n3. ADVANCES.\n\n3.1 CONDITIONS PRECEDENT TO ADVANCES. Bank shall have no obligation to make any\nAdvance until the conditions set forth in the following subparagraphs and\nelsewhere herein have been satisfied at the expense of Borrower, as determined\nby Bank in its sole and absolute discretion:\n\n   (a) Borrower shall have delivered to Bank, in form and substance satisfactory\n   to Bank, this Agreement, the Note, the Security Agreements and such other\n   documents, instruments, financing statements, certificates and agreements as\n   Bank may reasonably request;\n\n   (b) If Borrower is a corporation or a partnership, Borrower shall have\n   delivered to Bank, in form and substance satisfactory to Bank in its sole and\n   absolute discretion certified copies of resolutions of Borrower's board of\n   directors or partners, as the case may be, authorizing Borrower to execute,\n   deliver, honor and perform the Loan Documents and to grant the security\n   interest in the Property as provided in the Security Agreements and\n   certifying the names and signatures of the officers or partners, as the case\n   may be, of Borrower authorized to sign the Loan Documents;\n\n   (c) All of Bank's liens and security interests securing the Loan, shall have\n   been validly perfected;\n\n   (d) No material adverse change shall have occurred in the business or\n   financial condition of Borrower or any guarantor since the date of the latest\n   financial statements given to Bank by on behalf of Borrower or such\n   guarantor;\n\n   (e) Each of the warranties and representations made by Borrower in the Loan\n   Documents shall be true and correct as of the date of each Advance; and\n\n   (f) Borrower shall have kept and performed the various covenants, obligations\n   and agreements on its part to be kept and performed under the Loan Documents\n   and no Event of Default, or act or event which with the giving of notice or\n   the passage of time, or both, would constitute an Event of Default hereunder\n   or under any of the other Loan Documents, shall have occurred and be\n   continuing.\n\n3.2 REQUEST FOR ADVANCES. Advances may be made by Bank at the oral or written\nrequest of the persons named in Section 13 hereof, either one acting alone, who\nare authorized to request Advances and direct disposition of any such Advances\nuntil written notice of the revocation of such authority is received from\nBorrower by Bank. Each request by Borrower for an Advance shall constitute a\nreaffirmation, as of the date of such request, of all of the representations and\nwarranties of Borrower contained in this Agreement and in the other Loan\nDocuments.\n\n3.3 NO WAIVER. No Advance shall constitute a waiver of any of the conditions to\nany further Advances nor, in the event Borrower is unable to satisfy any such\ncondition, shall any such Advance have the effect of precluding Bank from\nthereafter declaring such inability to be an Event of Default (as hereinafter\ndefined).\n\n4. FEES.\n\n4.1 FEES. As additional consideration for Bank's commitment to make Advances,\nBorrower agrees to pay to Bank the following fees, which shall be non-refundable\nto Borrower, shall be held and retained by Bank as its sole property and shall\nnot be applied to any payments due under the Loan Documents other than this\nSection 4:\n\n   (a) a commitment fee in the amount set forth in Section 13 hereof, payable on\n   or before the date hereof;\n\n   (b) a non-utilization fee computed at the rate per annum set forth in Section\n   13 hereof on the unused portion of the Maximum Amount and payable quarterly\n   in arrears to be calculated from the date hereof, where the phrase 'unused\n   portion of the Maximum Amount' means the average difference between (i) the\n   Maximum Amount and (ii) the outstanding principal balance of the Loan on each\n   day during such period; and\n\n   (c) an inspection fee in the amount per inspection set forth in Section 13\n   hereof, payable within ten (10) days of Borrower being billed therefor by\n   Bank.\n\n5. REPRESENTATIONS AND WARRANTIES.\n\n5.1 REPRESENTATIONS AND WARRANTIES. Borrower makes the following representations\nand warranties to Bank, which representations and warranties shall survive the\nexecution of this Agreement:\n\n   (a) Legal Status. Borrower, if a corporation, partnership, trust, or other\n   legal entity, has been duly organized and is validly existing under the laws\n   of its State of Incorporation or formation, as the case may be, and is\n   qualified to transact business, and has made all filings and is in good\n   standing, in the State of Arizona and in every other jurisdiction in which\n   the nature of its business requires such qualifies;\n\n   (b) No Violation. The making and performance of Borrower of the Loan\n   Documents does not violate any provision of law, nor any provision of\n   Borrower's formation documents, including, without limitation, Articles of\n   Incorporation or any partnership or trust agreement, or result in a breach\n   of, or constitute a default under, any agreement, indenture or other\n   instrument to which Borrower is a party or by which Borrower may be bound;\n\n   (c) Authorization. This Agreement and the other Loan Documents have been duly\n   authorized, executed and delivered, and are legal, valid and binding\n   agreements of Borrower enforceable against Borrower in accordance with their\n   terms, except as enforceability may be limited by bankruptcy, solvency,\n   reorganization, moratorium or similar laws effecting creditors' rights\n   generally and by general principles of equity;\n\n   (d) Financial Statements. All financial statements and reports that have\n   heretofore been presented to Bank in conjunction with the transaction which\n   is the subject of this Agreement, have been prepared in conformity with\n   generally accepted accounting principals consistently applied, fairly and\n   accurately present the financial condition and income of the subject thereof,\n   as of the date given, and neither contain any untrue statement of a material\n   fact nor fail to state a material fact required in order to make such\n   financial\n\n\n                                       3\n\n   statements not misleading. Since the date of such financial statements, there\n   has been no adverse material change in the financial condition or operations\n   of the subject thereof.\n\n   (e) Consent and Licenses. No consent, approval or authorization of, or\n   registration or filing with, any governmental body or authority, or any other\n   person, firm or entity not a party hereto, is or will be required as a\n   condition to the valid execution, delivery, performance or enforceability of\n   the Loan Documents, or the transactions contemplated hereby or thereby, or to\n   the conduct of Borrower's business;\n\n   (f) Litigation. There is no litigation either pending or, to the best of its\n   knowledge, threatened against Borrower before any court or administrative\n   agency, or before any arbitrator, which may have a material adverse effect on\n   the assets, business, financial conditions or operations of Borrower, or\n   which would prevent or hinder the performance of Borrower's obligations under\n   the Loan Documents, and, furthermore, Borrower has not violated any law and,\n   to the best of its knowledge, is not the subject of any investigation by a\n   governmental agency that could result in an indictment or a forfeiture or\n   seizure of any of its assets;\n\n   (g) Environmental Matters. Borrower, to the best of its knowledge after due\n   investigation, is in compliance in all material respects with all applicable\n   environmental, health and safety statutes and regulations and Borrower does\n   not have any material contingent liability in connection with any improper\n   treatment, storage, disposal or release into the environment of any hazardous\n   or toxic waste or substance;\n\n   (h) Margin Securities. Borrower will not directly or indirectly invest all or\n   any part of the proceeds of the Loan in any security subject to the margin\n   requirements of Regulations G, T, U, or X of the Board of Governors of the\n   Federal Reserve System or use all or any part of proceeds of the Loan to\n   reduce or retire any indebtedness which was originally incurred to purchase\n   any margin securities or for any other purpose which would violate any of the\n   margin regulations of the Board of Governors of the Federal Reserve System;\n\n   (i) ERISA. Borrower is in compliance with the Employee Retirement Income\n   Security Act of 1974, as amended ('ERISA') , and the regulations and\n   published interpretations thereunder, and no Reportable Event (as defined in\n   ERISA) has occurred with respect to any plan subject thereto. Borrower has\n   not incurred any material funding deficiency within the meaning of ERISA and\n   has not incurred any material liability to the Pension Benefit Guarantee\n   Corporation in connection with any such plan established or maintained by\n   Borrower; and\n\n   (j) Investment Company Act. Borrower is not, and is not directly or\n   indirectly controlled by, or acting on behalf of, any person which is, an\n   'Investment Company' within the meaning of the Investment Company Act of\n   1940, as amended.\n\n6. COVENANTS OF BORROWER.\n\n6.1 COVENANTS. Until the payment in full of the Loan and until the fulfillment\nof all of its obligations hereunder and under the other Loan Documents, Borrower\nshall comply with the following covenants:\n\n   (a) Books and Records. Borrower shall at all times keep accurate and complete\n   books, records and accounts of all of Borrower's business activities,\n   prepared in accordance with generally accepted accounting principles\n   consistently applied, and Borrower shall permit Bank, or any persons\n   designated by Bank, at any reasonable time, to inspect, audit and examine\n   such books, records and accounts and to make copies or extracts thereof;\n\n   (b) Statements and Reports. Borrower shall furnish to Bank:\n\n      (i) within the number of days set forth in Section 13 hereof after the end\n      of each fiscal year of Borrower, financial statements of Borrower, which\n      shall include a balance sheet, an income statement showing the results of\n      operations for such a fiscal year and a change in financial position\n      statement for such fiscal year, together, in each case, with the\n      comparable figures for the immediately preceding fiscal year, all in\n      reasonable detail and prepared in accordance with generally accepted\n      accounting principles, consistently applied, which statements shall\n      contain the certification requirements set forth in Section 13 hereof;\n\n      (ii) within the number of days set forth in Section 13 hereof after the\n      end of each of the fiscal periods of Borrower set forth in Section 13\n      hereof, financial reports of Borrower, which shall include a balance\n      sheet, an income statement showing the results of operations for such\n      fiscal period and a change in financial position statement for such fiscal\n      period, together, in each case, with the comparable figures for the\n      immediately preceding corresponding fiscal period, all in reasonable\n      detail and prepared in accordance with generally accepted accounting\n      principles, consistently applied, and containing the certifications\n      required pursuant to Section 13 hereof;\n\n      (iii) with each such set of financial statements, a certificate prepared\n      as at the end of the period covered by such financial statements, showing\n      the computation as of such date of each of the financial covenants\n      contained in Section 6.1(d);\n\n      (iv) within twenty (20) days after the end of each month a Borrowing Base\n      Certificate in the form attached hereto as Exhibit A, to which shall be\n      attached the following reports:\n\n         (A) An aging and listing of all accounts receivable prepared in\n         accordance with generally accepted accounting principles which itemizes\n         each account debtor by name and addresses and which states the total\n         amount payable to Borrower and contains a breakdown indicating future\n         amounts due and when due, current amounts due, amounts thirty (30) days\n         past due, sixty (60) days past due, and ninety (90) or more days past\n         due, and reflecting any credit adjustments, returns and allowances;\n\n         (B) An aging and listing of all accounts payable-trade prepared in a\n         similar manner;\n\n         (C) A complete and detailed description of all inventory containing a\n         breakdown into the categories referenced in Section 1.2 hereof and set\n         forth in Section 13 hereof;\n\n      (v) promptly, from time to time, upon request of Bank, such other\n      information concerning the financial condition, business and affairs of\n      Borrower as shall be reasonably requested by bank;\n\n   (c) Notices. Borrower shall promptly notify Bank in writing of the occurrence\n   of any Event of Default under any of the Loan Documents or any act or event\n   which, with the giving of notice or the passage of time, or both, would be\n   such an Event of Default and of any legal\n\n\n                                       4\n\n   action, proceeding or investigation threatened or instituted against Borrower\n   that might have a material adverse effect upon the operations, financial\n   condition or business of Borrower or Borrower's ability to repay the Loan, or\n   Bank's security interest in the Property, and from time to time, at Bank's\n   request, Borrower will furnish to Bank a summary of the status of all such\n   actions, proceedings or investigation;\n\n   (d) Financial Covenants. Except as otherwise noted, all capitalized terms\n   referred to in the following financial covenants shall be determined in\n   accordance with generally accepted accounting principles, consistently\n   applied:\n\n      (i) a minimum Tangible Net Worth shall be maintained in the amount set\n      forth in Section 13 hereof, where 'Tangible Net Worth' shall mean the sum\n      of the following: Capital, Capital Surplus and Retained Earnings, less the\n      sum of the value on Borrower's books of all intangible assets, including,\n      but not limited to, goodwill, patents, franchises, trademarks, copyrights\n      and the write-up in the book value of any assets resulting therefrom after\n      acquisition;\n\n      (ii) a minimum Owner's Equity shall be maintained of the percentage set\n      forth in Section 13 hereof, where 'Owner's Equity' shall mean the results\n      obtained by dividing (A) Tangible Net Worth by (B) Borrower's Total Assets\n      less Intangibles;\n\n      (iii) a minimum current ratio, calculated by dividing Borrower's Current\n      Assets by Borrower's Current Liabilities, shall be maintained at the ratio\n      set forth in Section 13 hereof;\n\n      (iv) a minimum Working Capital shall be maintained in the amount set forth\n      in Section 13 hereof, where 'Working Capital' shall mean Borrower's\n      Current Assets less Borrower's Current Liabilities; and\n\n      (v) a minimum interest coverage ratio calculated by dividing Borrower's\n      Total Earnings before interest and taxes by Borrower's Total Interest\n      Expense shall be maintained at the ratio set forth in Section 13 hereof;\n\n   (e) Maintain Business. Borrower shall maintain in full force and effect all\n   licenses, permits, authorizations, bonds, franchises and other rights\n   necessary or desirable to the profitable conduct of its business, shall\n   continue in, and limit its operations to, the same general lines of business\n   as are presently conducted and shall comply with all applicable laws, orders,\n   regulations and ordinances of all governmental authorities, and, if a\n   corporation or partnership, shall maintain its corporate or partnership\n   existence;\n\n   (f) Mergers, Sale of Assets. Borrower will not, without Bank's prior written\n   consent: (i) sell, lease, transfer or dispose of substantially all of its\n   assets to another entity; or (ii) consolidate with or merge into another\n   entity, permit any other entity to merge into it or consolidate with it, or\n   permit any transfer of the ownership of, or power to control, Borrower;\n\n   (g) Dividends and Other Distributions. If so indicated in Section 13 hereof,\n   Borrower (if a corporation or a partnership) will not, without Bank's prior\n   written consent, declare, order, pay or make, directly or indirectly: (i) any\n   dividend or other distribution on or on account of any shares of any class of\n   stock or any partnership interest of Borrower now or hereafter outstanding,\n   except a dividend payable solely in shares of Borrower's common stock; (ii)\n   any management fee; (iii) any loans to shareholders or partners of Borrower;\n   or (iv) any redemption, retirement, purchase or other acquisition of any\n   shares of any class of stock or partnership interest of Borrower now or\n   hereafter outstanding or of any warrants or rights to purchase any such stock\n   or partnership interest, except (if Borrower is a corporation) to the extent\n   that the consideration paid for any such redemption, retirement, purchase or\n   acquisition consists of shares of Borrower's common stock;\n\n   (h) Capital Expenditures. Borrower will not, without Bank's prior written\n   consent, in any twelve (12) month period, purchase, invest in or otherwise\n   acquire additional fixed assets, which in the aggregate cost Borrower more\n   than the amount set forth in Section 13 hereof;\n\n   (i) Leases. Borrower will not, without Bank's prior written consent, enter\n   into any lease of personal property which would cause Borrower's total rental\n   obligations in any fiscal year to exceed the amount set forth in Section 13\n   hereof;\n\n   (j) Indebtedness. Borrower will not, without Bank's prior written consent,\n   (i) incur, create, assume or permit to exist any obligation or indebtedness,\n   except (A) existing indebtedness disclosed on financial statements previously\n   delivered to Bank, (B) the Loan and (C) other indebtedness and trade\n   obligations and normal accruals in the ordinary course of business not yet\n   due and payable; (ii) become liable, directly, or indirectly, as guarantor or\n   otherwise, for any obligation of any other person or entity, except existing\n   obligations of such kind previously disclosed to Bank in writing, in excess\n   of the amount set forth in Section 13;\n\n   (k) Insurance. Borrower shall maintain and keep in force insurance of the\n   types and amounts customarily carried in its lines of business, including,\n   without limitation, fire, public liability, product liability, property\n   damage and workers' compensation, such insurance to be carried with companies\n   and in amounts satisfactory to Bank, in its reasonable discretion, and\n   Borrower shall deliver to Bank from time to time as Bank may request,\n   schedules setting forth all insurance then in effect and copies of the\n   policies; and\n\n   (l) Environmental Matters. Borrower will take all reasonable actions to\n   prevent the occurrence of any material violation of any applicable\n   environmental, health and safety statues and regulations, or any order or\n   judgment of any court with respect to environmental pollution or\n   contamination, hazardous waste disposal or any other environmental matter and\n   Borrower shall promptly give written notice to Bank of the following\n   occurrences and of the steps being taken by Borrower, with respect thereto:\n   (i) notice that Borrower's operations are not in full compliance with the\n   requirements of applicable environmental, health and safety statutes and\n   regulations; (ii) notice that Borrower is subject to a governmental\n   investigation evaluating whether any remedial action is needed to respond to\n   the release of any hazardous or toxic waste or substance into the\n   environment; or (iii) notice that any properties or assets of Borrower are\n   subject to any environmental lien.\n\n7. EVENTS OF DEFAULT.\n\n7.1 EVENTS OF DEFAULT. The occurrence of one or more of the following events\nshall constitute an Event of Default under this Agreement:\n\n   (a) There shall occur an event of default under a Security Agreement;\n\n   (b) Borrower fails to observe or perform any of the covenants, conditions and\n   agreements on the part of Borrower contained herein or in any of the other\n   Loan Documents other than the Security Agreements;\n\n\n                                       5\n\n   (c) If any representation or warranty made by Borrower to Bank contained\n   herein or in any of the other Loan Documents proves to have been untrue in\n   any material respect when made; or\n\n   (d) Borrower shall be in default in the payment or performance of any\n   material obligation under any indenture, contract, mortgage, deed of trust or\n   other agreement or instrument to which Borrower is a party or by which it is\n   bound.\n\n8. REMEDIES OF BANK UPON DEFAULT.\n\n8.1 REMEDIES. At any time after any Event of Default has occurred, Bank may,\nwithout presentment, demand, protest or further notice of any kind (all of which\nare hereby expressly waived) and, notwithstanding the provisions contained in\nany other document or instrument executed or to be executed by Borrower to Bank\nhereunder or contained in any other agreement, take any one or more of the\nfollowing actions:\n\n   (a) Declare the entire principal and any accrued interest on the Loan,\n   together with all costs and expenses, to be immediately due and payable, and\n   to enforce payment thereof by any means permitted by law or in equity;\n\n   (b) Without accelerating payment, enforce the payment of sums of principal\n   and interest then due (including any penalty interest or late payment\n   charges);\n\n   (c) Require Borrower to take or refrain from taking any action which may be\n   necessary to cure such Event of Default and to obtain affirmative or negative\n   injunctions or restraining orders with respect thereto;\n\n   (d) Obtain the appointment of a receiver of the business and assets of\n   Borrower; \n\n   (e) File suit for any sums owing or for damages; and\n\n   (f) Exercise any other remedy or right provided in law or in equity or\n   permitted under this Agreement, the Security Agreements or any of the other\n   Loan Documents.\n\n8.2 REMEDIES CUMULATIVE. Any and all remedies conferred upon Bank shall be\ndeemed cumulative with, and nonexclusive of any other remedy conferred hereby or\nby law, and Bank in the exercise of any one remedy shall not be precluded from\nthe exercise of any other.\n\n9. ATTORNEYS' FEES AND EXPENSES.\n\nIn addition to interest on principal as stated in the Note, Borrower shall pay\nall costs of closing the Loan and all expenses of Bank with respect thereto,\nincluding, but not limited to, inspection fees and in-house and outside legal\nfees (including legal fees incurred by Bank subsequent to the closing of the\nLoan in connection with the disbursement and administration of the Loan), filing\nfees and similar items. Said attorneys' fees and costs may, at Bank's option, be\ndeducted from the disbursements of Loan proceeds hereunder. In addition to any\nliability Borrower may have under Arizona Revised Statutes 12-341.01, Borrower\nshall pay Bank's attorneys' fees and costs incurred in the collection of any\nindebtedness hereunder, or in enforcing this Agreement, whether or not suit is\nbrought, and any attorneys' fees and costs incurred by Bank in any proceeding\nunder the Federal Bankruptcy Code in order to collect any indebtedness hereunder\nor to preserve, protect or realize upon any security for such indebtedness.\n\n10. WAIVER.\n\nAny waiver of any of the terms of this Agreement by Bank shall not be construed\nas a waiver of any other terms of this Agreement, and no waiver shall be\neffective unless made in writing. The failure of Bank to exercise any right with\nrespect to the declaration of any default shall not be deemed or construed to\nconstitute a waiver by, or to preclude Bank from exercising any right with\nrespect to such default at a later date or with respect to any subsequent\ndefault by Borrower.\n\n11. NOTICES.\n\nAny notices required or permitted to be given pursuant to the Loan Documents\nshall be in writing and shall be given by personal delivery or by mailing the\nsame by United States mail, postage prepaid, to the address set forth in Section\n13 hereof. Any such notice shall be deemed received for purposes of this\nAgreement upon delivery if given by personal delivery or three (3) days after\nthe mailing thereof if given by mail. If either party desires to change the\naddress to which notices are to be sent it shall do so in writing and deliver\nthe same to the other party in accordance with the notice provisions set forth\nabove.\n\n12. MISCELLANEOUS.\n\n12.1 PARTIES. This Agreement is made solely between Borrower and Bank, no other\nperson shall have any right of action hereunder. The parties expressly agree\nthat no person shall be a third-party beneficiary to this Agreement.\n\n12.2 INDEMNITY. Borrower agrees to and shall indemnify, hold harmless and defend\nBank from any liability, claims or losses resulting from the disbursement of the\nproceeds of the Loan or from the condition of the Property whether arising\nduring or after the term of the Loan. This provision shall survive repayment of\nthe Loan and shall continue in full force and effect so long as the possibility\nof such liability, claims or losses exists.\n\n12.3 ENTIRE AGREEMENT. This Agreement (including, if so indicated in Section 13\nhereof, the Addendum attached hereto and by this reference incorporated herein),\ntogether with all other Loan Documents, constitutes the entire agreement of the\nparties hereto and thereto, and no prior agreement or understanding with respect\nto the Loan, whether written or oral and including, but not limited to, any loan\ncommitment issued by Bank to Borrower, shall be of any further force or effect,\nall such other prior agreements and commitments having been superseded in their\nentirety by the Loan Documents.\n\n12.4 ASSIGNMENT. This Agreement shall inure to the benefit of and be binding\nupon the parties hereto and their respective executors, administrators, heirs,\nsuccessors and assigns; provided, however, that neither this Agreement nor any\nrights or obligations hereunder shall be assignable by Borrower without the\nprior express written consent of Bank first had any obtained, and any purported\nassignment made\n\n\n                                       6\n\nin contravention hereof shall be void. Bank may assign any part of or all of the\nLoan and its rights and obligations hereunder at any time in its sole\ndiscretion. Bank may participate all or any portion of the Loan to such other\nparty or parties as Bank shall select.\n\n12.5 GOVERNING LAW. This Agreement and each of the Loan Documents shall be\nconstrued in accordance with and governed by the internal law, and not the law\nof conflicts, of the State of Arizona.\n\n12.6 TIME. Time is of the essence hereof.\n\n12.7 SURVIVAL. The representations and warranties hereunder shall survive the\nclosing of the Loan and Bank may enforce such representations and warranties at\nany time. Borrower's covenants shall survive the closing of the Loan and shall\nbe performed fully and faithfully by Borrower at all times. The indemnities of\nBorrower shall survive repayment of the Loan.\n\n12.8 SEVERABILITY. If any term or provision of this Agreement of any other Loan\nDocument, or the application thereof to any circumstance, shall be invalid,\nillegal or unenforceable to any extent, such term or provision shall not\ninvalidate or render unenforceable any other term or provision of this Agreement\nor any other Loan Document, or the application of such term or provision to any\nother circumstance. To the extent permitted by law, the parties hereto hereby\nwaive any provision of law that renders any term or provision hereof invalid or\nunenforceable in any respect.\n\n13. STATEMENT OF TERMS.\n\n1.1 Maximum Amount: $6,500,000.00         1.1 Expiration Date: 6\/30\/97\n\n1.2 Eligible Receivables Percentage: 75%  1.2 Eligible Inventory Percentage: NA%\n                                     \n1.2(c) No. of Days Past Due: 90           1.2(d) No. of Days Past Due: 90\n\n\n                                                                             \n1.2 Inventory Categories:   Raw Materials x yes o no    Work In Process x yes o no    Finished Goods x yes o no\n\n\n1.5 Remittance Account   o is x is not required\n\n3.2 Persons Authorized to Request Advances: DAVID A. SCHUFF, CHAIRMAN OR SCOTT\n                                           -------------------------------------\nSCHUFF, PRESIDENT, OR KENNETH ZYLSTRA, VP-FINANCE, OR  NANCY A. SCHUFF,\n--------------------------------------------------------------------------------\nTREASURER\/SECRETARY, OR PHYLLIS D. LOWE\n--------------------------------------------------------------------------------\n\n4.1 (a) Commitment Fee: $1\/8 of 1% annually\n\n4.1 (b) Non-Utilization Fee: N\/A% per annum\n\n4.1 (c) Inspection Fee: N\/A% per inspection\n\n6.1 (b) (i) Statements due within    150   days of each fiscal year\n                                 ----------\n            Certification Requirements:  CPA AUDITED\n                                       -----------------------------------------\n\n--------------------------------------------------------------------------------\n\n6.1 (b) (ii) Statements due within    60    days of each month\n                                  ----------             ---------------\n\n             Certification Requirements:  COMPANY PREPARED\n                                        ----------------------------------------\n\n--------------------------------------------------------------------------------\n\n\n                                            \n6.1 (d) (i) Minimum Tangible Net Worth: $5,300,000.00   6.1 (d) (ii) Owner's Equity: 21%*\n\n6.1 (d) (iii) Current Ratio: *:1.0                      6.1 (d) (iv) Minimum Working Capital: $*\n\n6.1 (d) (v) Interest Coverage Ratio: N\/A:1.0            6.1 (g) Dividends and Other Distributions o are x are not permitted\n\n6.1 (h) Capital Expenditures: $N\/A                      6.1 (i) Leases: $N\/A\n6.1 (j) Indebtedness: $N\/A                              *See Addendum attached hereto\n\n\n11. Address for Notices:\n\nTo Borrower: SCHUFF STEEL COMPANY       To Bank: Bank One, Arizona, NA\n            ---------------------------          Commercial Banking Center A-664\n\n             P.O. BOX 39670                      P.O. BOX 71\n             --------------------------          -------------------------------\n             PHOENIX, AZ 85069                   PHOENIX, AZ  85071\n             --------------------------          -------------------------------\n             Attention: DAVID. A SCHUFF          Attention: BRAD RICHARDS\n                       ----------------                    ---------------------\n\n12.3 Addendum x is o is not attached hereto and incorporated herein.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement this  30th  day of\n                                                                 --------\nJUNE, 1995\n----    --\n\nBorrower: SCHUFF STEEL COMPANY,         Bank:\n               an Arizona Corporation\n\n\n                                       7\n\n                                                  BANK ONE, ARIZONA, NA\n\nBy: SEE ATTACHED ADDENDUM                   By: SEE ATTACHED ADDENDUM \n    FOR SIGNATURES                              FOR SIGNATURES\n\nPRINTED NAME: DAVID A. SCHUPP               PRINTED NAME: BRAD RICHARDS         \n\nTITLE: CHAIRMAN                             TITLE: VICE PRESIDENT               \n\n\n8\n\n                                   ADDENDUM TO\n                     REVOLVING LINE OF CREDIT LOAN AGREEMENT\n                       (ACCOUNTS RECEIVABLE AND INVENTORY)\n      BETWEEN SCHUFF STEEL COMPANY, an Arizona corporation ('BORROWER') AND\n                         BANK ONE, ARIZONA, NA ('BANK')\n                               DATED JUNE 30, 1995\n\n\n1. Section 6.1(b)(iv) of the Agreement is modified to read in its entirety as\n   follows:\n\n(iv) within twenty five (25) days after the end of each month a Borrowing Base\nCertificate in the form attached hereto as Exhibit A, to which shall be attached\nthe following reports:\n\n         (A) An aging and listing of all accounts receivable prepared in\n         accordance with generally accepted accounting principles which itemizes\n         each account debtor by name and address and which states the total\n         amount payable to Borrower and contains a breakdown indicating future\n         amounts due and when due, current amounts due, amounts thirty (30) days\n         past due, sixty (60) days past due, and ninety (90) or more days past\n         due, and reflecting any credit adjustments, returns and allowances:\n\n         (B) An aging and listing of all accounts payable-trade prepared in a\n         similar manner;\n\n         (C) A complete and detailed description of all inventory containing a\n         breakdown into the categories referenced in Section 1.2 hereof and set\n         forth in Section 13 hereof;\n\n2. Section 6.1(b) is amended to include subsection (vi) as follows:\n\n         (vi) Borrower shall cause Related Entity, 19TH AVENUE\/BUCHANAN LIMITED\n         PARTNERSHIP('BLP'), to furnish Bank: (A) as soon as available and in\n         any event within ninety (90) days after the end of each fiscal year of\n         BLP, financial statements which accurately reflect BLP assets,\n         liabilities and net worth as of the end of the fiscal year and profit\n         and loss statements for the fiscal year with the following\n         certification requirement: CPA Compiled, (B) as soon as available and\n         in any event within thirty (30) days of filing, a copy of BLP federal\n         income tax return(s) for each year, together with all schedules and\n         other documents filed with such returns.\n\n3. Section 6.1(b) of the Agreement is hereby amended to include subsection (vii)\n   as follows:\n\n         (vii) Borrower shall cause Guarantor, David A. Schuff ( Nancy A.), to\n         furnish Bank: (A) annual updated balance sheet in such form and with\n         such certifications as may be reasonably required by Bank, and (B)\n         within thirty (30) days of filing, a copy of such person's federal\n         income tax return(s) for each calendar year, together with all\n         schedules and other documents filed with such return.\n\n4. Section 6.1(b) of the Agreement is hereby amended to include subsection\n   (viii) as follows:\n\n         (viii) Borrower shall cause Guarantor, Scott A. Schuff, to furnish\n         Bank: (A) annual updated balance sheet in such form and with such\n         certifications as may be reasonably required by Bank, and (B) within\n         thirty (30) days of filing, a copy of such person's federal income tax\n         return(s) for each calendar year, together with all schedules and other\n         documents filed with such return. \n\n\n                                  Page 1 of 3\n\n5. Section 6.1(d)(ii) of the Agreement is modified to read in its entirety as\n   follows:\n\n         (ii) a minimum Owner's Equity shall be maintained of the percentage set\n         forth in Section 13 hereof, where 'Owner's equity' 'Owner's Equity\n         Percentage' shall mean the results obtained by dividing (A) Tangible\n         Net Worth (as herein defined) by (B) Borrower's Total Assets on a six\n         month average.\n\n6. Section 6.1(d)(iii)and(iv) of the Agreement are modified to read in its\n   entirety as follows:\n\n         Net Working Capital. While the loan is outstanding, current assets\n         shall be maintained in excess of current liabilities by $4,500,000.00\n         and a current ratio of 1.25:1.0 shall be maintained and calculated by\n         dividing current assets by current liabilities after deducting short\n         term advances to share holders. The outstanding balance on the\n         Revolving Line of Credit will be considered to be a current liability\n         for the purpose of calculating both 'Net working capital' and 'Current\n         ratio'.\n\n7. Section 6.1(d) of the Agreement is hereby modified to include subsection (vi)\n   as follows:\n\n         (vi) Except for Permitted Payments and Distributions (defined below).\n         Borrower shall not directly or indirectly (A) declare or pay any\n         dividend or other distribution on or on account of any capital stock or\n         other securities of Borrower. (B) pay any management fee. or (C) make\n         any other payment or distribution to any stockholder in Borrower.\n         'PERMITTED PAYMENTS AND DISTRIBUTIONS' means. (aa) dividends payable\n         solely in shares of the common stock of Borrower. (bb) annual dividends\n         not exceeding in any fiscal year borrower the aggregate amount of\n         income taxes payable by the stockholders of Borrower during that fiscal\n         year of Borrower on the income of Borrower as a Subchapter S\n         corporation ('TAX DIVIDENDS'), (cc) payments, dividends, or other\n         distributions at the times and in the amounts needed to pay the\n         premiums on the two life insurance policies now in effect on the lives\n         of David A. Schuff and Scott A. Schuff, each policy being in the face\n         amount of $3,000,000, ('PREMIUM AMOUNTS'), and (dd) dividends or other\n         distributions during each fiscal year of Borrower of no more than sixty\n         percent (60%) of Residual Net Profits for the preceding fiscal year. In\n         all events Borrower shall retain an not pay out or distribute forty\n         percent (40%) of Residual Net Profits for each fiscal year of Borrower.\n         'RESIDUAL NET PROFITS' means, for any fiscal year of Borrower, net\n         profits of Borrower during the preceding fiscal year of Borrower\n         determined according to generally accepted account principles, less Tax\n         Dividends and Premium Amounts during the current fiscal year of\n         Borrower.\n\n\n                                   Page 2 of 3\n\nDATED:  JUNE 30, 1995\n\nBank:\n\nBANK ONE, ARIZONA, NA\n\nBy:___________________________________\n    Brad Richards, Vice President\n\n\nBorrower:\n\nSCHUFF STEEL COMPANY, an Arizona corporation\n\nBy:_________________________________\nIts: President\n\n\n\n                                   Page 3 of 3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9561,9560],"class_list":["post-41271","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41271","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41271"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41271"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41271"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41271"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}