SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 16, 1999
Williams Industries, Incorporated
(Exact name of registrant as specified in its charter)
Virginia 0-8190 54-0899518
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) identification No.)
incorporation)
2849 Meadow View Road, Falls Church, Virginia 22042
(Address of principal executive offices) (Zip Code)
(703) 560-5196
(Registrant's telephone number, including area code)
Not Applicable
(Former names or former address if changes since last report)
ITEM 5. Other Events.
The company issued the following press release on April 19, 1999:
Williams Industries, Inc. (Nasdaq-WMSI) today announced that the
company has converted a significant portion of its long-term
debt
in a new agreement with United Bank (formerly George Mason
Bank).
The executed agreement substantially reduces the company's cash
flow commitments while simultaneously reducing interest
expense.
The new agreement allowed the company to pay off the balance of
its higher interest notes with some former asset based lenders
while simultaneously stabilizing the company's cash commitments
at
extremely favorable rates for more than ten years.
"I view this refinancing as an extremely positive
affirmation
of the company's continually improving financial health," Frank
E.
Williams, III, the company's chairman and CEO said. In addition
to dramatically improving the company's cash flow and reducing
interest expense, the $4 million agreement moves a significant
percentage of the company's debt that would have become current
at
fiscal year end, July 31, 1999, into a more stable, long-term
facility.
The new agreement combines obligations from several prior
lenders and also establishes a new line of credit facility of
more
than $1 million for the company. It is collaterized by some of
the company's real estate and a portion of its equipment.
"The new agreement with United Bank is extremely favorable
for the company. We paid more than $150,000 in accelerated
expenses and prepayment penalties associated with the old loans,
but still will benefit greatly from the new agreement," Williams
said, adding "I find it somewhat ironic that we now have people
competing to lend us money at great rates when three years ago
we
couldn't even get people to return our calls. Maybe that makes
us the textbook definition of a complete turnaround company."
The subsidiaries of Williams Industries, Inc. provide a
wide
range of quality, cost competitive services and products for the
industrial, commercial and institutional construction markets.
The construction and manufacturing services include: steel and
precast concrete erection; miscellaneous metals installation;
the
fabrication of welded steel plate girders; rolled steel beams,
and
light structural and other metal products; the construction,
repair and rehabilitation of bridges; crane rental, heavy and
specialized hauling and rigging; and a wide range of insurance
services.
For additional information, please go to the company's web
site "www.wmsi.com" or call the investor relation's office at
(703) 560-5196.
ITEM 7. Exhibits
EX 99 REVOLVING CREDIT AND TERM LOAN AGREEMENT dated
April 16, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
WILLIAMS INDUSTRIES, INCORPORATED
Date: April 19, 1999 /s/ Frank E. Williams, III
By: Frank E. Williams, III
President
_________________________________________________________________
_
REVOLVING CREDIT AND
TERM LOAN AGREEMENT
between
WILLIAMS INDUSTRIES, INC., CONSTRUCTION INSURANCE
AGENCY, INC., INSURANCE RISK MANAGEMENT GROUP, INC.,
PIEDMONT METAL PRODUCTS, INC., WILLIAMS BRIDGE COMPANY,
WII REALTY MANAGEMENT, INC.,
WILLIAMS STEEL ERECTION COMPANY, INC.,
WILLIAMS EQUIPMENT CORPORATION, and
GREENWAY CORPORATION
and
UNITED BANK
_________________________________________________________________
_
April 16, 1999
Revolving Credit and Term Loan Agreement
April 16, 1999
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "Loan
Agreement") is made as of April 16, 1999, by and between UNITED
BANK (the "Bank") and WILLIAMS INDUSTRIES, INC., CONSTRUCTION
INSURANCE AGENCY, INC., INSURANCE RISK MANAGEMENT GROUP, INC.,
PIEDMONT METAL PRODUCTS, INC., WILLIAMS BRIDGE COMPANY, WII
REALTY
MANAGEMENT, INC. and WILLIAMS STEEL ERECTION COMPANY, INC., all
Virginia corporations, GREENWAY CORPORATION, a Maryland
corporation, and WILLIAMS EQUIPMENT CORPORATION, a District of
Columbia corporation (collectively, the "Borrowers"). Borrowers
have requested that Bank extend credit to Borrowers on a joint
and
several basis for the purposes stated herein. The Bank is
prepared to extend credit on the terms and conditions hereof,
and
accordingly the parties agree as follows:
1. THE CREDIT
1.1 THE COMMITMENT. Bank hereby agrees to make three
loans (Loan No. 1, a term loan in the principal amount of
$2,460,750, Loan No. 2, a term loan in the principal amount of
$639,250 and Loan No. 3, a revolving line of credit in the
maximum
amount of $1,000,000) (the "Loans") to the Borrowers during the
periods which are described herein, for the purposes of (i)
refinancing Borrowers' current debt with CIT Finance and
Franklin
National Bank and providing working capital (Loan No. 1 and Loan
No. 2) and to provide working capital (Loan No. 3). Each of the
Loans shall be evidenced by a promissory note of Borrowers in
substantially the form attached hereto as Exhibit A, executed
and
delivered by Borrowers (the "Notes").
1.2 SECURITY. All indebtedness of Borrowers to Bank
shall be secured pursuant to the Deeds of Trust, Security
Agreement and Fixture Filing (the "Deeds of Trust") and the
Security Agreement attached hereto as Exhibit B. The Deeds of
Trust, the Security Agreement, the Revolving Credit Note, the
Term
Notes reflecting Loan No. 1 and Loan No. 2, a Negative Pledge
Agreement executed by Frank Williams III and Art Williams and
this
Agreement are collectively referred to as the "Loan Documents."
1.3 INTEREST. Loan No. 1 shall bear interest at the
fixed rate of 8.70% per annum for the initial ten years, then at
the rate of The Wall Street Journal Prime Rate. Loan No. 2
shall
bear interest at the fixed rate of 8.70%. During the period
which
expires two years from the date hereof, the Bank will allow
advances to be made against the line of credit reflected in Loan
No. 3 ("Advances"), and the outstanding principal balance of
each
Advance shall bear interest at a rate equal to 1.25% per annum
above the Wall Street Journal Prime Rate, calculated on the
basis
of a 360-day year, for the actual number of days elapsed and
adjusted daily. The "Wall Street Journal Prime Rate" is the
rate
of interest announced from time to time as the prime rate in the
"Money Rates" section of The Wall Street Journal. If The Wall
Street Journal shall cease announcing the prime rate, then the
term shall mean such other successor or replacement publication
which publishes a rate of interest most directly comparable to
the
prime rate formerly published by The Wall Street Journal. The
Borrowers promise to pay interest on the unpaid principal amount
of each Advance from the date of such Advance until such
principal
amount is paid in full, at the above interest rates, and payable
on the first day of each month beginning the month following the
initial draw under the Revolving Credit Note of even date.
Interest only will be payable from the date of the first draw to
the date of maturity of Loan No 3.
1.4 COMMITMENT AND LOAN FEES. The Borrowers agree to
pay
the Bank a commitment fee respecting Loan No. 3 equal to .50% of
the unused principal balance of Loan No. 3, calculated and
payable
quarterly in arrears. Borrowers also agree to pay a .50% loan
fee
as to the principal amounts of Loan No. 1 and Loan No. 2,
payable
at closing on the transactions contemplated hereby.
1.5 REPAYMENT OF PRINCIPAL AND INTEREST. The Loans
shall
be payable in accordance with the terms contained in the
Revolving
Credit Note and the Term Notes which reflect the Loans.
1.6 LIMITATION ON AMOUNT OF EACH ADVANCE. Each Advance
made pursuant to Loan No. 3 shall be in the minimum amount of
$10,000 or a multiple of such amount.
1.7 TAXES, RESERVES, OTHER COSTS.
(a) All payments or reimbursements required to be
made pursuant to this Agreement shall be made free and clear of
and without deduction for any and all taxes.
(b) If any change in applicable law, rule or
regulation, or the interpretation thereof, shall result in an
increase in the cost to Bank of making or maintaining any of the
Loans due to reserve, capital adequacy or similar requirements,
or
which shall result in a reduction of amounts otherwise
receivable
by Bank from Borrowers by reason of any change (however
denominated) or withholding requirement, Borrowers shall pay
Bank
upon demand such increased cost or reduction.
1.8 METHOD OF BORROWING
(a) Requests for Advances. Each Advance pursuant
to
Loan No. 3 shall be made upon the irrevocable written or
telephone
request of Borrowers received by Bank before 10:00 A.M. Virginia
time on the date of the requested Advance, specifying:
(i) the date of the Advance, which shall be a
business day; and
(ii) the amount of the Advance.
Each telephone request for an Advance shall be confirmed
immediately by telefax by Borrowers. Bank shall be entitled to
rely solely upon any telephone request from persons it
reasonably
believes to be authorized by Borrowers to make such requests
without making independent inquiry. If there is any discrepancy
between the telephone request accepted by Bank and the written
confirmation, the terms of the telephone request shall be
conclusive and binding. The Borrowers may from time to time
designate the persons authorized to make such requests in
written
instructions to the Bank.
(b) Revolving Credit. Loan No. 3 is a revolving
credit, and amounts borrowed may be repaid and reborrowed within
the terms of the Revolving Credit Note and as specified herein.
1.9 PAYMENTS AND DISBURSEMENTS.
(a) All payments by Borrowers shall be made in
United States dollars in immediately available funds not later
than 10:00 A.M. Virginia time at such office of Bank as it may
direct.
(b) Whenever any payment of principal of, or
interest on, any of the Loans shall be due on a day which is not
a
business day, the date for payment thereof shall be extended to
the next succeeding business day unless as a result thereof it
would fall in the next calendar month, in which case it shall be
advanced to the next preceding business day.
(c) All calculations of interest and commitment
fees
hereunder shall be made on the basis of a 360-day year for the
actual number of days elapsed. Borrowers may prepay the Notes
at
any time prior to their Maturity Date without penalty.
2. CONDITIONS PRECEDENT
The obligation of Bank to make any of the Loans hereunder is
subject to the conditions precedent that there shall have been
delivered to Bank, in form and substance satisfactory to Bank:
2.1 SECRETARY'S CERTIFICATE. A certificate of the
corporate secretary of Borrowers pertaining to resolutions of
the
board of directors of Borrowers authorizing this Agreement and
as
to the incumbency and signatures of officers of Borrowers
authorized to execute the Loan Documents.
2.2 NEGATIVE PLEDGE AGREEMENT. A Negative Pledge
Agreement executed by Frank Williams III and Art Williams in
essentially the same form as Exhibit C which is attached hereto.
3. MATURITY DATE. If not sooner paid, each of the Loans
shall be repaid in full together with all interest, fees, and
other sums due Bank on the dates specified in the Notes
("Maturity
Date"). No extension shall be valid unless in writing signed by
Bank and accepted by Borrowers within 30 days after receipt by
Borrowers of the Bank's notice of extension.
4. REPRESENTATIONS AND WARRANTIES. Borrowers represents and
warrants that:
4.1 POWER AND AUTHORITY. Borrowers are duly organized
and existing in the state of incorporation and the execution,
delivery and performance of this Agreement are within
Borrowers'
corporate powers, have been duly authorized and are not in
conflict with law or the terms of its Articles of Association or
By-Laws or of any indenture, agreement or undertaking to which
Borrowers are a party or by which Borrowers are bound or
affected.
Borrowers and each of their subsidiaries will be duly qualified
and authorized to do business as a foreign corporation in each
jurisdiction where in the nature of the business transacted by
them makes such qualification or authorization necessary, except
where the failure to obtain such qualification or authorization
does not materially adversely affect the Borrowers and/or their
subsidiaries considered on a consolidated basis.
4.2 AGREEMENT VALID, BINDING AND ENFORCEABLE. The Loan
Documents are legal, valid and binding obligations of Borrowers
and enforceable in accordance with their terms.
4.3 FINANCIAL INFORMATION. All financial statements
dated January 31, 1999, information and other data furnished by
Borrowers to Bank are complete and correct, and such financial
statements have been prepared on a consolidated basis in
accordance with generally accepted accounting principles and
practices consistently applied and accurately and fairly
represent
the consolidated financial condition and results of consolidated
operations of Borrowers for the period then ended in conformity
with such accounting principles and practices. Since January 1,
1999, to the date of the Agreement, there has been no material
adverse change in Borrowers' financial condition or results of
operations sufficient to impair Borrowers' ability to repay the
Loans in accordance with the terms hereof. As of the date of
this
Agreement, Borrowers had no contingent obligations, including
but
not limited to state or federal taxes, which are material in the
aggregate, except as disclosed in such financial statements.
4.4 TITLE TO COLLATERAL AND CORPORATE STRUCTURE.
Borrowers and each of their subsidiaries will have good and
marketable title to all of the property it purports to own free
and clear in each case of any liens, except those disclosed to
the
Bank in Exhibit 1 attached hereto. Exhibit 2 attached hereto
correctly sets forth (x) all subsidiaries, their respective
jurisdictions of incorporation of organization, the percentage
of
shares or partnership interests of each such class owned by
Borrowers and each other subsidiary, (y) all affiliates of
Borrowers and the nature of the affiliation, and (z) all dormant
companies. Borrowers will transfer no assets and incur no
material obligations as a result of the continuing existence of
these dormant companies.
4.5 LITIGATION. To the best of Borrowers' knowledge
after due inquiry, there are no actions, suits, proceedings,
inquiries or investigations pending or threatened against or
affecting Borrowers or any subsidiary of a character which have
not been disclosed and correctly summarized in correspondence of
its counsel to the Bank dated April 16, 1999.
4.6 ABSENCE OF DEFAULT. To the best of Borrowers'
knowledge after due inquiry, neither Borrowers nor any
subsidiary
is, in any material respect, in default in the performance,
observance of fulfillment of any contractual obligation known to
Borrowers after due inquiry, and no event has occurred which
constitutes, or but for any requirement of notice or lapse of
time, or both, would constitute, an Event of Default by
Borrowers
or any subsidiary or result in the acceleration of any
obligation
of Borrowers or any subsidiary under any contractual obligation
known to Borrowers after due inquiry. Except as set forth in
Exhibit 3 attached hereto, neither Borrowers nor any subsidiary
is, to the best of Borrowers' knowledge after due inquiry, in
breach or violation of, or in default under, any requirement of
law, which breach, violation or default would have a material
adverse effect on Borrowers and their subsidiaries, considered
on
a consolidated basis.
4.7 LEGAL REQUIREMENTS. Neither the execution and
delivery of the Loan Documents, nor the consummation of the
transactions therein or therein contemplated, nor compliance
with
the terms, conditions and provisions thereof by the Borrowers
and
their subsidiaries will conflict with, or result in a breach or
violation of, or constitute a default under, any requirement of
law or regulation on the part of Borrowers or any of their
subsidiaries or will conflict with, or result in a breach or
violation of or constitute a default in the performance,
observance or fulfillment of any obligation, covenant or
condition
contained in, or constitute, an event of default by Borrowers or
any subsidiary under any contractual obligation or result in the
creation or imposition of any lien (other than the lien
contemplated by the Loan Documents) upon any of the assets of
Borrowers or any subsidiary.
4.8 YEAR 2000 READINESS.
(a) All of Borrowers' computer systems, including
desktop and mainframe hardware, prepackaged and customized
software and data contained therein have been inventoried and
analyzed to determine whether they are Year 2000 compliant.
(b) As of the date hereof, Borrowers' systems are
Year 2000 compliant in all material respects.
(c) A project completion date of July 31, 1999 has
been established for Borrowers' Year 2000 remediation project's
completion.
(d) Procedures are in place to monitor Borrowers'
Year 2000 remediation project's timelines and deliverables.
(e) Borrowers' computer systems are not reliant
upon
the success of any client's, customer's, supplier's or other
external entities' Year 2000 remediation projects.
(f) All of Borrowers' Year 2000 remediation plans
have been reviewed and approved by senior ranking officers of
each
of the Borrowers.
4.9 ENVIRONMENTAL COMPLIANCE. The Borrowers are in
substantial compliance with all Environmental Laws (defined
herein), including, without limitation, all Environmental Laws
in
all jurisdictions in which the Borrowers own or operate or have
owned or operated, a facility or site, arrange or have arranged
for disposal or treatment of hazardous substances, solid waste
or
other wastes, accept or have accepted for transport any
hazardous
substances, solid waste or other wastes or hold or have held any
interest in real property or otherwise. No litigation or
proceeding arising under, relating to or in connection with any
Environmental Law is pending or, to the best of the Borrowers'
knowledge, threatened against the Borrowers, any real property
in
which the Borrowers hold or have held an interest or any past or
present operation of the Borrowers, which, if adversely
determined, could have a material adverse effect upon the
business, properties or condition (financial or otherwise) of
the
Borrowers or on their ability to perform their obligations
hereunder or under any Loan Document. No release, threatened
release or disposal of hazardous waste, solid waste or other
waste
is occurring or has occurred, on, under or to any real property
in
which the Borrowers hold any interest or perform any of their
operations, in violation of any Environmental Law. As used in
this subsection, "litigation proceeding" means any demand,
claim,
notice, suit, suit in equity, action, administrative action,
investigation or inquiry whether brought by any governmental
authority, private person or entity or otherwise.
"Environmental
Laws" mean all provisions of law, statutes, ordinances, rules,
regulations, permits, licenses, judgments, writs, injunctions,
decrees, orders, awards and standards promulgated by the
government of the United States of America or by any state,
district or municipality thereof or by any court, agency,
instrumentality, regulatory authority or commission of any of
the
foregoing concerning health, safety and protection of, or
regulation of the discharge of substances into, the environment.
4.10 ACCURACY OR REPRESENTATIONS AND WARRANTIES. Each
of
the foregoing representations and warranties shall be deemed
repeated and shall be true and correct on the date of closing on
the Loans and the date of each Advance hereunder.
5. AFFIRMATIVE COVENANTS. As long as any of the Notes
remain
unpaid or the Bank shall have any obligation to make an Advance
pursuant to this Agreement, the Borrower will, unless the Bank
shall otherwise consent in writing:
5.1 FINANCIAL STATEMENTS AND REPORTS. Borrowers agrees
to deliver to Bank:
(a) as soon as available but not later than 45
days
after the close of each quarter, Borrowers' statement on Form
10-Q
together with a compliance certificate executed by the
Controller
of each Borrower affirming compliance with this Agreement in all
material respects, including but not limited to compliance with
each financial covenant, accompanied by the actual calculations
as
to each financial covenant, and such other information, reports
and records concerning the business and financial condition of
Borrowers and Borrowers' subsidiaries as Bank from time to time
may reasonably request.
(b) as soon as available, but not later than 120
days after the end of Borrowers' fiscal year, Borrowers' audited
financial statement and statement on Form 10-K.
(c) notice of any default under all material
leases
and contracts, together with a monthly contract status report,
as
prepared in the ordinary course of business.
5.2 REQUIRED TANGIBLE NET WORTH. Maintain
consolidated
tangible net worth of not less than $9,000,000 plus 50% of
consolidated net income for each fiscal quarter beginning July
31,
1999.
5.3 DEBT TO NET WORTH RATIO. Maintain a ratio of total
liabilities to tangible net worth of not greater than 2:50.
5.4 DEBT SERVICE COVERAGE. Effective July 31, 1999 and
then in each consecutive quarter thereafter, at each time
measured
on the last day of each fiscal quarter, maintain a ratio of
Operating Cash Flow to Historical Debt Service above 1.30.
"Operating Cash Flow" is defined to mean using the total of the
trailing four quarters of the components of this definition, the
result of: (a) the sum of net income, interest expense,
depreciation expense, and amortization expense; less (b) other
income, which will be determined pursuant to generally accepted
accounting principles consistent with past practices, as those
practices were in effect on March 31, 1999 (includes any gains
on
sale of equipment and real estate not done in the ordinary
course
of business), equity earnings, extraordinary gains. "Historical
Debt Service" is defined to mean the sum of interest expense for
the trailing four quarters and prospective scheduled principal
payments.
5.5 LIQUIDITY. Maintain at all times a ratio of
current
assets to current liabilities of at least 1:1.
6. NEGATIVE COVENANTS. As long as any of the Notes remain
unpaid or the Bank shall have any obligation to make Advances
hereunder, the Borrowers will not, without the written consent
of
the Bank:
6.1 DEBT. Create any debt or other monetary obligation
other than (a) debt outstanding pursuant to the Loan Documents;
(b) indebtedness for purchase money loans or leases for
equipment,
including vehicles and machinery, incurred in the ordinary
course
of business; (c) unsecured indebtedness for financing insurance
premiums; and (d) an existing line of credit advanced by
Prosperity Bank to Construction Insurance Agency, Inc.
(approximately $100,000).
6.2 DIVIDENDS. Except for dividends from one Borrower
to
another Borrower, or to minority shareholders of Piedmont Metal
Products, Inc. or Construction Inusrance Agency, Inc., declare,
pay or make any capital distribution or make any payment in
settlement or cancellation of any warrants, rights or options to
acquire any shares of its capital now or hereafter outstanding.
This restriction shall not apply to incentive compensation
plans,
including stock option plans, reasonably consistent with
industry
standards.
6.3 INVESTMENTS. Make or commit to make directly or
indirectly any advance, loan, extension of credit or capital
contribution to, or purchase of any stock, bonds, notes,
debentures or other securities of, or acquire by purchase or
otherwise all or substantially all the business or assets, or
any
stock, partnership interest or other evidence of beneficial
ownership of, or make any other investment in, any Person or
create or own any subsidiary (any such transaction, an
"Investment") except:
(a) Loans to employees in nominal amounts not to
exceed a total of $100,000 in any one year;
(b) Investments in accounts, contract rights and
chattel paper (as defined in the Uniform Commercial Code), and
notes receivable, arising or acquired in the conduct of the
business of the Borrower in the ordinary course; and
(c) Investments in FDIC-insured Certificates of
Deposit of less than two years' maturity or United States
government securities of less than nine months maturity at the
time of purchase, or securities of governmental agencies
guaranteed by the United States Government of less than nine
months maturity at the time of purchase.
6.4 MERGERS, DISPOSITIONS, ETC. Consolidate or merge
with any company or person, liquidate or dissolve, or sell,
lease,
assign, transfer or otherwise dispose of all or any material
part
of Borrowers' business or assets, or any real property (other
than
non-material dispositions in the ordinary course or business),
to
any company or person; provided, however, Borrowers may merge or
enter into other business combinations among themselves, or
acquire other non-affiliated companies, provided that the
aggregate amount of such permitted mergers does not exceed
7-1/2%
of Borrowers' tangible net worth at the time of the transaction,
and such acquisitions result in an affiliate which would produce
a
positive cash flow from its inception. Any new affiliate of
Borrowers which acquires an ownership interest in any Security
shall be required to join in this Agreement and become jointly
and
severally liable for the Notes, and to pledge its interest in
the
Security to secure the Notes.
6.5 CONTINGENT LIABILITIES. Except as set forth in
Exhibit 4 hereto or as expressly permitted herein, assume,
endorse, be or become liable for, or guarantee, directly or
indirectly, any debt or obligation of any other company or
person,
or in any manner provide for the payment of any debt of any
other
person or otherwise protect the holder of such debt against loss
(whether by virtue of partnership arrangements, agreements to
keep-well, to purchase assets, good, securities or services, or
to
take-or-pay or otherwise) except for endorsements for collection
or deposit in the ordinary course of business, and the
indemnification of contract customers consistent with past
practices and in the ordinary course of business and
indemnification of officers and directors in accordance with
applicable law and corporate articles and/or bylaws.
7. EVENTS OF DEFAULT
7.1 ACCELERATION. The occurrence of any of the
following
Events of Default shall terminate any obligation on the part of
Bank to make or continue Advances and, at the option of Bank,
shall make all amounts outstanding under this Agreement and the
Notes immediately due and payable, without notice of default
(except as otherwise provided for herein), presentment of demand
for payment, protest or notice of nonpayment or dishonor, or
other
notices or demands of any kind or character:
(a) Nonpayment. Borrowers shall fail to pay, when
due, any installment of principal or interest or any other sum
due
in accordance with the terms hereof, and such failure shall
remain
unremedied in any respect for ten (10) days after notice with
respect thereto is delivered to the Borrowers;
(b) Representations and Warranties. Any
representation, warranty or covenant herein or in any Loan
Document or other agreement, instrument or certificate executed
pursuant hereto or in connection with any transaction
contemplated
hereby shall prove to have been false or misleading or is
breached
in any material respect when made;
(c) Other Non-Monetary Defaults. Borrowers shall
fail to perform, observe or comply with any other term, covenant
or agreement for which it is responsible as contained in any of
the Loan Documents, to be observed or complied with at any time
and such failure shall remain unremedied in any respect for
thirty
(30) days after the earlier of actual knowledge thereof is
obtained by the Borrowers or notice with respect thereto is
delivered to the Borrowers;
(d) Negative Pledge Agreement. The Negative
Pledge
Agreement referred to herein is breached or becomes ineffective
and such breach or ineffective condition shall remain unremedied
or uncorrected in my respect for thirty (30) days after the
earlier of actual knowledge by the Borrowers or notice with
respect thereto is delivered to the Borrowers;
(e) Material Adverse Changes. Any material
adverse
change in Borrowers' financial or business condition shall have
occurred sufficient in the good faith judgment of Bank to impair
Borrowers' ability to perform their obligations hereunder or
under
any of the Notes.
(f) Bankruptcy. With the exception of dormant
subsidiaries, either any one of the Borrowers or any affiliate
of
any one of the Borrowers seeks protection under any state or
federal bankruptcy or insolvency law, or if one or more
creditors
files an involuntary petition in bankruptcy or insolvency
against
any of the Borrowers or any affiliate of any one of the
Borrowers.
(g) Cross Default. Any of the Borrowers shall
default in any material payment due to any creditor, or shall
admit in writing its inability to pay its debts generally, or
shall make a general assignment for the benefit of creditors, or
any proceeding shall be instituted by or against it seeking to
adjudicate it insolvent, or seeking liquidation, dissolution,
winding up, reorganization, arrangement, adjustment or other
relief of debtors, or seeking the appointment of a receiver,
trustee or other similar official.
8. MISCELLANEOUS
8.1 EXPENSES. Borrowers agrees to pay or reimburse the
Bank for paying the reasonable fees and expenses of counsel to
Bank, in connection with (i) the preparation, execution and
delivery of this Agreement and the Loan Documents and all
recording and other fees associated with taking security
interests
in the Security, and (ii) any amendment, modification or waiver
of
any of the terms of this Agreement or any of the Loan Documents,
and (iii) all reasonable costs and expenses of Bank (including
reasonable counsel fees) in connection with the enforcement of
this Agreement and the Loan Documents.
8.2 ENTIRE AGREEMENT. This Agreement and any
agreement,
document or instrument attached hereto or referred to herein
integrate all the terms and conditions mentioned herein or
incidental hereto, and supersede all oral negotiations and prior
writings in respect to the subject matter hereof. In the event
of
any conflict between the terms, conditions and provisions of
this
Agreement and any such agreement, document or instrument, the
terms, conditions and provisions of this Agreement shall prevail.
8.3 GOVERNING LAW; CONSENT TO JURISDICTION. This
Agreement and the rights and obligations of the parties
hereunder
shall be governed by and construed and enforced in accordance
with
the laws of the Commonwealth of Virginia. Borrowers hereby
consent to the jurisdiction of the courts of the Commonwealth of
Virginia or the State of Maryland in any action or proceeding
which may be brought against such Borrowers under or in
connection
with this Agreement or any of the transactions contemplated
hereby
or to enforce any undertaking contained herein, and in the event
any such action or proceeding shall be brought against any one
of
them or all of Borrowers, Borrowers agree not to raise any
objection to such jurisdiction or to the laying of the venue
thereof in Virginia or Maryland, and further agree that service
of
process in any such action or proceeding may be duly effected
upon
such Borrowers by service in accordance with the provisions of
the
laws of Virginia or Maryland.
8.4 INDEMNITY. Borrowers shall jointly and severally
indemnify the Bank and Trustees under the Loan Documents and
each
of their respective officers, directors, affiliates, employees
and
agents from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind or nature whatsoever
(including, without limitation, fees and disbursements of
counsel)
which may be imposed on, incurred by, or asserted against the
Bank
or Trustee or any other party indemnified hereby in any
litigation, proceeding or investigation instituted or conducted
by
any governmental agency or instrumentality or any other person
with respect to any aspect of, or any transaction contemplated
by,
or referred to in, or any matter related to, this Agreement,
whether or not such indemnified party is a party thereof, except
to the extent that any of the foregoing arises out of the
willful
misconduct of the party being indemnified.
WILLIAMS INDUSTRIES, INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: President
CONSTRUCTION INSURANCE AGENCY,
INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: Chairman
INSURANCE RISK MANAGEMENT
GROUP, INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: CHairman
PIEDMONT METAL PRODUCTS, INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: Chairman
WILLIAMS BRIDGE COMPANY
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: Chairman
WII REALTY MANAGEMENT, INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: Chairman
WILLIAMS STEEL ERECTION
COMPANY, INC.
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: Chairman
GREENWAY CORPORATION
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: President
WILLIAMS EQUIPMENT CORPORATION
Attest: By: _____________________________
Corporate Seal Name: Frank E. Williams, III
Title: President
UNITED BANK
Attest: By: _____________________________
Corporate Seal Name: Keith A. Harding
Title: Vice President
(EXHIBITS OMITTED)
