SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1997
Commission File Number: 1-5642
DRAVO CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0447860
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Oliver Plaza, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 566-3000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the registrant's classes of common
stock as of October 31, 1997:
Title of Class Shares Outstanding
Common Stock, $1.00 par value 14,780,836
DRAVO CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
<S> <C>
Consolidated Balance Sheets at September 30, 1997
and December 31, 1996 3, 4
Consolidated Statements of Earnings for the
Quarters ended September 30, 1997 and 1996 5
Consolidated Statements of Earnings for the
Nine Months ended September 30, 1997 and 1996 6
Consolidated Statements of Cash Flows for the
Nine Months ended September 30, 1997 and 1996 7, 8
Notes to Consolidated Financial Statements 9-12
Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000's)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,749 $ 1,600
Accounts receivable, net 20,396 23,265
Notes receivable, net 768 921
Inventories 17,988 16,481
Other current assets 625 751
Total current assets 41,526 43,018
Advances to and equity in joint ventures 2,953 2,093
Notes receivable 6,419 4,380
Other assets 25,854 25,066
Deferred income taxes 24,853 24,853
Property, plant and equipment 260,776 238,025
Less: accumulated depreciation and
amortization 119,151 112,026
Net property, plant and equipment 141,625 125,999
Total assets $243,230 $225,409
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
($ in 000's)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term notes $ 9,760 $ 6,166
Accounts payable - trade 14,165 14,542
Accrued insurance 2,642 1,906
Accrued retirement contribution 1,810 1,785
Net liabilities of discontinued operations 4,432 6,299
Other current liabilities 4,630 3,843
Total current liabilities 37,439 34,541
Long-term notes 71,390 63,535
Net liabilities of discontinued operations 5,953 6,786
Other liabilities 7,157 6,632
Redeemable preference stock:
Par value $1, issued 200,000 shares:
Series D, $12.35 cumulative, convertible,
exchangeable (entitled in liquidation to
$20.0 million) 20,000 20,000
Shareholders' equity:
Preference stock, par value $1, authorized
1,878,870: Series B, $2.475 cumulative,
convertible; issued 19,386 and 20,386 shares
(entitled in liquidation to $1.1 million); 19 20
Series D, reported above
Common stock, par value $1, authorized
35,000,000 shares; issued 15,100,033
and 15,096,817 15,100 15,097
Other capital 63,063 63,077
Retained earnings 27,316 20,063
Treasury stock at cost:
Common shares 322,413 and 333,168 (4,207) (4,342)
Total shareholders' equity 101,291 93,915
Total liabilities and shareholders' equity $243,230 $225,409
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
(unaudited, $ in 000's, except per share data)
<TABLE>
<CAPTION>
Quarters ended September 30,
1997 1996
<S> <C> <C>
Revenue $ 40,966 $ 40,752
Cost of revenue 29,921 30,217
Gross profit 11,045 10,535
Selling, general and administrative expenses 5,575 5,454
Earnings from operations 5,470 5,081
Other income (expense):
Equity in earnings of joint ventures 259 234
Interest income 79 6
Interest expense (1,926) (1,575)
Net other income (expense) (1,588) (1,335)
Earnings before taxes 3,882 3,746
Provision for income taxes 127 113
Net earnings 3,755 3,633
Preference dividends 629 633
Net earnings available
for common shares $ 3,126 $ 3,000
Earnings per share $ 0.21 $ 0.20
Weighted average shares outstanding 14,854 14,936
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
(unaudited, $ in 000's, except per share data)
<TABLE>
<CAPTION>
Nine Months ended September 30,
1997 1996
<S> <C> <C>
Revenue $121,025 $118,325
Cost of revenue 90,680 88,707
Gross profit 30,345 29,618
Selling, general and administrative expenses 16,356 15,777
Earnings from operations 13,989 13,841
Other income (expense):
Equity in earnings of joint ventures 632 702
Other expense (9) -
Interest income 161 874
Interest expense (5,095) (4,911)
Net other income (expense) (4,311) (3,335)
Earnings before taxes 9,678 10,506
Provision for income taxes 537 316
Net earnings 9,141 10,190
Preference dividends 1,888 1,899
Net earnings available
for common shares $ 7,253 $ 8,291
Earnings per share $ 0.49 $ 0.56
Weighted average shares outstanding 14,851 14,879
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited, $ in 000's)
<TABLE>
<CAPTION>
Nine Months ended September 30,
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 9,141 $ 10,190
Adjustments to reconcile net earnings
to net cash provided by continuing
operations activities:
Depreciation and amortization 7,732 7,744
Loss on disposal of assets 9 -
Equity in joint ventures (860) (431)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 2,869 (1,314)
Decrease (increase) in notes receivable (1,886) 37
Increase in inventories (1,507) (1,020)
Decrease (increase) in other current assets 188 (145)
Increase (decrease) in accounts payable
and accrued expenses 1,208 (1,431)
Increase (decrease) in taxes payable 24 (171)
Increase in other assets (788) (903)
Increase in other liabilities 525 1,954
Net cash provided by continuing
operations activities 16,655 14,510
Net cash provided (used) by discontinued
operations activities (2,700) 4,932
Net cash provided by operating
activities 13,955 19,442
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (23,367) (15,528)
Net cash used by investing activities $ (23,367) $ (15,528)
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited, $ in 000's)
<TABLE>
<CAPTION>
Nine Months ended September 30,
1997 1996
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing (repayment) under revolving
credit agreements $ (1,010) $ 3,550
Principal payments under long-term notes (6,204) (6,014)
Proceeds from long-term notes 18,663 -
Proceeds from issuance of common stock - 248
Dividends on preference stock (1,888) (1,899)
Net cash provided (used) by financing
activities 9,561 (4,115)
Net increase (decrease) in cash and cash
equivalents 149 (201)
Cash and cash equivalents at beginning of
period 1,600 1,086
Cash and cash equivalents at end of period $ 1,749 $ 885
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 4,905 $ 4,976
Income taxes 517 487
</TABLE>
See accompanying notes to consolidated financial statements.
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Basis of Presentation
The accompanying consolidated financial statements include the
accounts of Dravo Corporation and its majority-owned subsidiaries (the
company). The principal subsidiary is Dravo Lime Company, one of the nation's
largest lime producers. Significant intercompany balances and transactions
have been eliminated in the consolidation process.
These unaudited consolidated financial statements include all
adjustments, consisting only of normal, recurring accruals, which management
considers necessary for a fair presentation of the company's consolidated
financial position, results of operations, and cash flows for the interim
periods presented.
(2) Inventories
Inventories are classified as follows:
($ in 000's)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
Finished goods $ 3,205 $ 2,586
Materials and supplies 14,783 13,895
Net inventories $17,988 $16,481
</TABLE>
Finished goods are valued at average production cost or market, whichever
is lower, and include raw materials, direct labor, and operating overhead.
Materials and supplies are valued at average cost.
(3) Contingent Liabilities
The company has been notified by the federal Environmental Protection
Agency (EPA) that the EPA believes the company is a potentially responsible
party (PRP) for the clean-up of soil and groundwater contamination at four
sub-sites in Hastings, NE. The Hastings site is one of the EPA's priority
sites for taking remedial action under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA).
The company participated in an EPA-initiated allocation proceeding for
a municipal landfill sub-site to allocate shares of liability for past
response costs and costs of a proposed cap of the landfill. As part of this
proceeding, the allocator conducted a mediation session which resulted in a
settlement among the EPA and the PRPs. Pursuant to the settlement, the
company agreed to pay $702,000, or 14.33 percent of the $4.9 million past
costs and estimated source control costs for this sub-site. A Consent Order
incorporating the settlement and an agreement among the private parties
concerning the construction and maintenance of the proposed cap is being
negotiated. In exchange, the
company received contribution protection against third-party claims as
well as a covenant from the EPA not to sue for its past and future response
costs at this sub-site and matters covered by the settlement.
The company has also been notified by the EPA that the EPA considers
it a PRP at another municipal landfill in Hastings. At least three other
parties (including the City of Hastings) are considered by the EPA to be PRPs
at this second sub-site. At this sub-site, the company has concluded that the
City of Hastings is primarily responsible for proper closure of the landfill
and the remediation of any release of hazardous substances. In January, 1994,
the EPA invited the company and the other PRPs to make an offer to conduct a
remedial investigation and feasibility study (RI/FS) of this sub-site and
stated that the EPA was in the process of preparing a work plan for the RI/FS.
None of the PRPs accepted EPA's invitation to perform the RI/FS for this
sub-site. The EPA has conducted the remedial investigation. The company is
considering a proposal to conduct the feasibility study along with other PRPs.
With respect to the third sub-site, the company and two other PRPs have
been served with administrative orders directing them to undertake soil
remediation and interim groundwater remediation at that sub-site. The company
is currently complying with these orders while reserving its right to seek
reimbursement from the United States for its costs if it is determined it is
not liable for response costs or if it is required to incur costs because of
arbitrary, capricious or unreasonable requirements imposed by the EPA.
The EPA has taken no legal action with respect to its demand that the
company and the other PRPs pay its past response costs. A total of five
parties have been named by the EPA as PRPs at this sub-site, but two of them
have been granted de minimis status. The company believes other persons
should also be named as PRPs.
The fourth sub-site is a former naval ammunition depot which was
subsequently converted to an industrial park. The company and its predecessor
owned and operated a manufacturing facility in this industrial park. To date,
the company's investigation indicates that it did not cause the release of
hazardous substances at this sub-site during the time it owned and operated
the facility. The United States has undertaken to conduct the remediation of
this sub-site.
In addition to sub-site clean-up, the EPA is seeking a clean-up of
area-wide contamination associated with all of the sub-sites in and around
Hastings, NE. The company, along with other Hastings PRPs, has recommended
that the EPA adopt institutional controls as the area-wide remedy in Hastings.
EPA has completed an area wide remedial investigation and has asked the PRPs
to agree to perform a feasibility study to determine whether institutional
controls or another remedial alternative should be undertaken. The company,
along with other PRPs, are considering this proposal. An acceptable area wide
remediation plan could result in interim remedies at the subsites becoming
final remedies.
On August 10, 1992, the company filed suit in the Alabama District
Court against its primary liability insurance carriers and one of its
predecessor's insurers, seeking a declaratory judgment that the company is
entitled to a defense and indemnity under its contracts of insurance
(including certain excess policies provided by one of the primary carriers)
with regard to the third Hastings sub-site. On motion of the defendant
insurance carriers, the suit was transferred to the District
Court for the Western District of Pennsylvania on October 31, 1996.
The company has settled the claim against its predecessor's insurer, but the
case against the company's insurers is still in litigation. An award of
punitive damages is also being sought against the company's insurers for their
bad faith in failing to investigate the company's claim and/or denying the
company's claim. The company has notified its primary and excess general
liability carrier, as well as the excess carrier of its predecessor, of the
receipt of its notice of potential liability at the second and fourth sub-sites.
Estimated total clean-up costs at the third sub-site, including
capital outlays and future maintenance costs for soil and groundwater
remediation of approximately $14 million, are based on independent engineering
studies. Included in the discontinued operations provision is the company's
estimate that it will participate in 33 percent of these remediation costs.
The company's estimated share of the costs is based on its assessment of the
total clean-up costs, its potential exposure, and the viability of other named
PRPs. These estimates are, by their nature, uncertain and dependent upon
numerous factors, any of which could cause actual results to differ materially
from projected amounts.
Other claims and assertions made against the company will be resolved,
in the opinion of management, without material additional charges to earnings.
(4) Discontinued Operations
Discontinued operations' assets and liabilities at September 30, 1997 and
December 31, 1996 relate to non-cancelable leases, insurance, environmental,
legal and other matters associated with exiting the engineering and construction
business and are presented below:
<TABLE>
<CAPTION>
($ in 000's) September 30, December 31,
1997 1996
<S> <C> <C>
Current assets:
Accounts and retainers receivable $ 275 $ 323
Total current assets 275 323
Other 309 309
Total assets $ 584 $ 632
Current liabilities:
Accounts and retainers payable $ 527 $ 536
Accrued loss on leases 1,705 2,304
Other 2,475 3,782
Total current liabilities 4,707 6,622
Accrued loss on leases - 954
Other 6,262 6,141
Total liabilities $ 10,969 $ 13,717
Net liabilities and accrued loss
on leases of discontinued operations $(10,385) $ (13,085)
</TABLE>
DRAVO CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Earnings Per Share
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share (FAS
128). FAS 128 supersedes APB Opinion No. 15, Earnings per Share (APB 15) and
requires the calculation and dual presentation of Basic and Diluted earnings
per share, replacing the measures of Primary and Fully-diluted earnings per
share as reported under APB 15. FAS 128 is effective for financial statements
issued for periods ending after December 15, 1997; earlier application is not
permitted. After the effective date, all prior-period earnings per share data
presented must be restated to conform with the provisions of FAS 128. The
impact of FAS 128 on the company's earnings per share calculation will be
immaterial.
DRAVO CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Third quarter revenue of $41.0 million was up slightly over last year's
$40.8 million. Gross profit was up $510,000 over last year on the higher
revenue and a 1 percent gross margin increase. The company's results are
heavily influenced by its major utility customers plant operations. Events at
two large utility customers, an equipment failure and a decision to take a
generating unit out of service earlier than anticipated, suppressed revenue and
earnings during the quarter. Strong commercial sales, however, helped to
offset the utility revenue shortfall. The margin increase was attributable
primarily to lower production costs at the Maysville and Black River plants.
Selling, general and administrative expenses were higher primarily due to a bad
debt accrual for disputed invoices. Interest expense was $351,000 higher
because of higher debt levels and because the 1996 period benefited from the
capitalization of interest charges associated with the Maysville expansion
project.
Year-to date earnings of $9.1 million, or 49 cents per share, were down
from last year's $10.2 million, or 56 cents per share. The shortfall is
attributable to this year's poor first quarter earnings of $1.1 million, or
three cents per share. As reported previously, an early March flood in
northern Kentucky stopped the company from loading barges and its customers
from unloading barges for an extended period. Revenue and income in both the
second and third quarters of the current year have exceeded last year's
comparable period results, however, the impact of the flood and other
previously reported first quarter difficulties were too severe to recoup.
Additionally, last year's earnings were bolstered by refunds received from a
state taxing authority for amended returns filed based on current
interpretation of the state tax code. The refunds included interest income of
$851,000.
Capital expenditures for the nine months ended September 30 were $23.4
million compared to $15.5 million last year. Construction progress payments
for a new Maysville kiln, $8.3 million, and the $8.3 million purchase of land
containing more than 27 million tons of high calcium reserves adjacent to the
Longview facility accounted for a large part of the additions to property,
plant and equipment. Total debt increased $11.4 million from year-end
primarily due to funding capital expenditures.
The company's effective tax rate increased from 3.0% for the nine
months ended September 30, 1996 to 5.5% for the nine months ended September 30,
1997. This rate increase is attributed to alternative minimum tax. The
company is currently reviewing its deferred tax asset valuation allowance in
light of current and projected income levels and the status of the remaining
discontinued operations issues. If it is determined that it is more likely
than not that more net operating losses will be used before expiration than
have already been recorded, the valuation allowance will be adjusted and a tax
benefit will be recognized. Accordingly, for financial reporting purposes, tax
expense in future periods will be recorded at a higher effective tax rate.
DRAVO CORPORATION AND SUBSIDIARIES
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following is filed as an exhibit to Part I of this Form 10-Q:
Exhibit No. 11 - Statement re computation of per share earnings.
The following are filed as exhibits to Part II of this Form 10-Q:
Exhibit No. 4 - Instruments defining the rights of security
holders, including indentures
Amendment Agreement dated July 31, 1997 encompassing the
Seventh Amendment to the Override Agreement and the Sixth
Amendment to Revolving Credit Agreement.
Exhibit No. 10 - Material contracts
Agreement dated September 15, 1997 between Dravo
Corporation and Carl A. Gilbert. Identical agreements were
entered into with James J. Puhala, John R. Major, Marshall
S.Johnson, and Donald H. Stowe, Jr.
(b) Reports on Form 8-K
The company filed no reports on Form 8-K for the quarter ended
September 30, 1997.
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 thereunto duly authorized.
DRAVO CORPORATION
(Registrant)
Date: November 13, 1997 /s/JAMES J. PUHALA
James J. Puhala
Vice President, Administration and
General Counsel and Acting
Chief Financial Officer
Date: November 13, 1997 /s/LARRY J. WALKER
Larry J. Walker
Vice President and Controller
(Principal Accounting Officer)
Exhibit 11. Statement Re Computation of Per Share Earnings
(In 000's, except per share data)
<TABLE>
<CAPTION>
Quarters ended September 30,
Primary 1997 1996
Earnings:
<S> <C> <C>
Net earnings $ 3,755 $ 3,633
Deduct dividends on preference stock 629 633
Net earnings applicable to common stock $ 3,126 $ 3,000
Shares:
Weighted average number of common
shares outstanding 14,778 14,742
Dilutive effect of outstanding
options and rights (as determined
by the application of the treasury
stock method at the average market
price for the period) 76 194
Weighted average number of shares
outstanding, as adjusted 14,854 14,936
Primary earnings per share $ 0.21 $ 0.20
Fully diluted
Earnings:
Net earnings $ 3,755 $ 3,633
Deduct dividends on preference stock (1) 629 633
Net earnings applicable to common stock $ 3,126 $ 3,000
Shares:
Weighted average number of common
shares outstanding 14,778 14,742
Dilutive effect of outstanding
options and rights (as determined
by the application of the treasury
stock method at the higher of the
closing or the average market price
for the period) 99 194
Weighted average number of shares
outstanding, as adjusted 14,877 14,936
Fully diluted earnings per share $ 0.21 $ 0.20
</TABLE>
Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
<TABLE>
<CAPTION>
(In 000's, except per share data)
Quarters ended September 30,
1997 1996
<S> <C> <C>
Additional Fully Diluted Computation (2)
Earnings:
Net earnings $ 3,755 $ 3,633
Shares:
Weighted average number of common shares
outstanding 14,778 14,742
Dilutive effect of outstanding options and
rights (as determined by the application of
the treasury stock method at the higher of
the closing or average market price for
the period) 99 194
Shares issuable from assumed exercise of
convertible preference stock 1,662 1,682
Weighted average number of shares
outstanding, as adjusted 16,539 16,618
Fully diluted earnings per share $ 0.23 $ 0.22
</TABLE>
(1) The inclusion of preference stock in the fully dilutive computation
would have an anti-dilutive effect on earnings per share.
(2) This calculation is submitted in accordance with Securities Exchange
Act of 1934, Regulation S-K, paragraph 229.601 (b)(11) although it is
contrary to paragraph 40 of APB Opinion No. 15 because it produces an
anti-dilutive result.
Exhibit 11. Statement Re Computation of Per Share Earnings
(In 000's, except per share data)
Nine Months ended September 30,
<TABLE>
<CAPTION>
Primary 1997 1996
<S> <C> <C>
Earnings:
Net earnings $ 9,141 $10,190
Deduct dividends on preference stock 1,888 1,899
Net earnings applicable to common stock $ 7,253 $ 8,291
Shares:
Weighted average number of common
shares outstanding 14,774 14,726
Dilutive effect of outstanding
options and rights (as determined
by the application of the treasury
stock method at the average market
price for the period) 77 153
Weighted average number of shares
outstanding, as adjusted 14,851 14,879
Primary earnings per share $ 0.49 $ 0.56
Fully diluted
Earnings:
Net earnings $ 9,141 $10,190
Deduct dividends on preference stock (1) 1,888 1,899
Net earnings applicable to common stock $ 7,253 $ 8,291
Shares:
Weighted average number of common
shares outstanding 14,774 14,726
Dilutive effect of outstanding
options and rights (as determined
by the application of the treasury
stock method at the higher of the
closing or the average market price
for the period) 85 177
Weighted average number of shares
outstanding, as adjusted 14,859 14,903
Fully diluted earnings per share $ 0.49 $ 0.56
</TABLE>
Exhibit 11. Statement Re Computation of Per Share Earnings (continued)
(In 000's, except per share data)
Nine Months ended September 30,
1997 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Additional Fully Diluted Computation (2)
Earnings:
Net earnings $ 9,141 $10,190
Shares:
Weighted average number of common shares
outstanding 14,774 14,726
Dilutive effect of outstanding options and
rights (as determined by the application of
the treasury stock method at the higher of
the closing or average market price for
the period) 85 177
Shares issuable from assumed exercise of
convertible preference stock 1,663 1,682
Weighted average number of shares
outstanding, as adjusted 16,522 16,585
Fully diluted earnings per share $ 0.55 $ 0.61
</TABLE>
(1) The inclusion of preference stock in the fully dilutive computation
would have an anti-dilutive effect on earnings per share.
(2) This calculation is submitted in accordance with Securities Exchange
Act of 1934, Regulation S-K, paragraph 229.601 (b)(11) although it is
contrary to paragraph 40 of APB Opinion No. 15 because it produces an
anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DRAVO
CORPORATION'S SEPTEMBER 30, 1997 FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1749
<SECURITIES> 0
<RECEIVABLES> 20985
<ALLOWANCES> 589
<INVENTORY> 17988
<CURRENT-ASSETS> 41526
<PP&E> 260776
<DEPRECIATION> 119151
<TOTAL-ASSETS> 243230
<CURRENT-LIABILITIES> 37439
<BONDS> 0
<COMMON> 15100
20000
19
<OTHER-SE> 86191
<TOTAL-LIABILITY-AND-EQUITY> 243230
<SALES> 121025
<TOTAL-REVENUES> 121025
<CGS> 90680
<TOTAL-COSTS> 90680
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5095
<INCOME-PRETAX> 9678
<INCOME-TAX> 537
<INCOME-CONTINUING> 9141
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9141
<EPS-PRIMARY> .49
<EPS-DILUTED> 0
</TABLE>
EXECUTION
COPY
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (this "Agreement" or this
"Amendment"), dated as of July 31, 1997, is entered into
by and among DRAVO CORPORATION, a Pennsylvania
corporation ("Dravo "), DRAVO LIME COMPANY, a Delaware
corporation ("Lime"), DRAVO BASIC MATERIALS COMPANY,
INC., an Alabama corporation ("Basic", together with Lime
referred to herein as the "Companies"), REGIONS BANK,
formerly known as First Alabama Bank ("Regions"), PNC
BANK, NATIONAL ASSOCIATION (formerly known as Pittsburgh
National Bank) ("PNC"), BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION (successor by merger to Bank of
America Illinois) ("BA"), THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA (acting through Prudential Capital
Group) ("Prudential"); Regions, PNC, BA and Prudential
herein collectively referred to as "Lenders", and each a
"Lender", and Regions, as agent for the Lenders (in such
capacity, together with its successors and assigns, the
"Agent") and BA, as documentation agent for the Lenders
(in such capacity, together with its successors and
assigns, the "Documentation Agent").
PRELIMINARY STATEMENTS
(1) The Companies, Dravo and the Lenders have
entered into an Override Agreement, dated as of January
21, 1992, as amended by the First Amendment to Override
Agreement, dated March 10, 1993, the Second Amendment to
Override Agreement, dated as of March 7, 1994, the
Amendment Agreement, dated as of August 1, 1994, the
Amendment Agreement, dated as of January 3, 1995, the
Amendment Agreement, dated as of December 31, 1995 and
the Amendment and Restatement of Articles IV, V and VI of
the Override Agreement and Amendment and Restatement of
Appendix A Definitions dated as of February 15, 1996 (as
so amended and restated, the "Override Agreement"). In
addition, the Companies, the Agent, the Documentation
Agent and the Lenders have entered into an Amended and
Restated Revolving Credit Agreement, dated as of January
21 1992, as amended by the First Amendment to Amended and
Restated Revolving Credit Agreement, dated as of March 7,
1994, the Amendment Agreement dated as of August 1, 1994,
the Amendment Agreement dated as of January 3, 1995, the
Amendment Agreement dated as of December 31, 1995, and
the Amendment Agreement dated as of June 28, 1996 (as so
amended, the "Revolving Credit Agreement"). Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Override Agreement.
(2) The parties hereto desire to amend certain
provisions of the Override Agreement as set out
hereinbelow.
(3) The parties hereto further desire to amend the
Revolving Credit Agreement and certain other Operative
Documents to extend the Maturity Date of the Revolving
Line of Credit from July 31, 1998 to July 31, 1999, and
to extend the availability of the Letters of Credit until
July 31, 1999, among other things.
2
NOW, THEREFORE, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree to amend
the Override Agreement, the Revolving Credit Agreement
and the other Operative Documents as follows:
ARTICLE I
SEVENTH AMENDMENT TO
OVERRIDE AGREEMENT
SECTION 1.01. Amendments to Override Agreement.
The Override Agreement shall be, effective as of the date
hereof and subject to the satisfaction of the conditions
precedent set forth in Section 3.01 hereof, amended as
follows:
(a) Amendments to Article V. Section 5.01ct)) of
Article V is amended by deleting same in its entirety and
substituting therefor the following in place thereof:
"(b) Dravo Restricted Payments. Dravo shall not:
(x) pay or declare any dividend on any class of its
stock or make any other distribution on account of
any class of its stock (referred to herein
collectively as "Dividends") or (y) make, directly
or indirectly (including by a Subsidiary of Dravo),
any Excess Redemption (all Dividends and Excess
Redemptions collectively referred to herein as
"Dravo Restricted Payments") if such Dravo
Restricted Payments, taken together with all other
Dravo Restricted Payments made after December 31,
1995, would exceed the sum of (i) $5,000,000, and
(ii) 25% of Consolidated Net Earnings Available for
Common Stock after December 31, 1995. There shall
not be included in Dravo Restricted Payments (x)
Dividends paid, or distributions made, in stock of
Dravo; or (y) exchanges of stock of one or more
classes of Dravo for common stock of Dravo or for
stock of Dravo of the same class, except to the
extent that cash or other value is involved in such
exchange; or (z) the payment of regularly scheduled
dividends on the Shares or the Preferred Stock
Series B originally issued to the Mechling estate
("Mechling Shares"). The term "stock", as used in
this Section 5.01 (b), shall include warrants or
options to purchase stock. Notwithstanding the
foregoing, Dravo shall not make a Dravo Restricted
Payment if a Default or Event of Default has
occurred or would occur as a result of such Dravo
Restricted Payment. As used herein, the term
"Excess Redemption" means any redemption, purchase
or other acquisition of any shares of the capital
stock of Dravo in an amount exceeding the cash
proceeds received by Dravo in connection with any
issuance or sale of any capital stock (including,
without limitation, any preferred stock) of Dravo
in an amount exceeding cash proceeds received by
Dravo (net of all reasonable costs and expenses
incurred by Dravo in connection with such issuance
of capital stock) occurring after December 31,
1995."
3
(b) Amendments to Appendix A. Subsection (a) of
Appendix A regarding Definitions shall be amended as
follows:
(i) The definition of "Fixed Charge Coverage Ratio"
found in subsection (a) of Appendix A to the
Override Agreement is amended by deleting same
in its entirety and substituting therefor the
following definition in place thereof:
"Fixed Charge Coverage Ratio" shall mean, for
any fiscal quarter of Dravo, the ratio
obtained by dividing (a) EBITDAR of Dravo and
its Subsidiaries for the three immediately
preceding fiscal quarters of Dravo and the
quarter of determination (the "Relevant
Preceding Period") by (b) the sum of: (i) the
amount of interest paid or accrued (including
all imputed or capitalized interest) on all
Debt of Dravo and its Subsidiaries during the
Relevant Preceding Period (including all
imputed interest on Capitalized Lease
Obligations) plus (ii) all installments of
Funded Debt (excluding the indebtedness
incurred by the Company under the Revolving
Credit Agreement) paid or scheduled to be paid
during the Relevant Preceding Period plus
(iii) the dividends paid or scheduled to be
paid to the holders of the Shares or any other
preferred stock of Dravo or any of its
Subsidiaries during the Relevant Preceding
Period plus (iv) the redemptions of the Shares
or any other preferred stock, if any, of Dravo
or any of its Subsidiaries made by Dravo
during the Relevant Preceding Period, plus (v)
net rentals as reflected on the most recently
delivered financial statements."
(ii) Subsection (a) of Appendix A is further amended
by adding in alphabetical order the following
definition thereto:
"Consolidated Net Earnings Available for
Common Stock" shall mean the Consolidated Net
Earnings from Continuing Operations less any
dividends paid on any preferred stock."
(c) Amendment to Party Name. All references to the
term "FAB" in the Override Agreement and Operative
Documents shall be deleted and substituted in place
thereof is the term "Regions". All references to the
term "BAI" in the Override Agreement and Operative
Documents shall be deleted and substituted in place
thereof is the term "BA".
4
ARTICLE II
SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
SECTION 2.01. Sixth Amendment. The parties hereto
entered into an Amendment Agreement, dated as of June 28,
1996 (the "1996 Amendment Agreement"), that amended the
Revolving Credit Agreement. The amendment contained in
the 1996 Amendment Agreement designated the amendment to
the Revolving Credit Agreement as the "Sixth Amendment to
the Revolving Credit Agreement". The parties hereto had
also entered into an Amendment Agreement, dated as of
December 31, 1995 (the "1995 Amendment Agreement")
amending the Revolving Credit Agreement. The amendment
contained in the 1995 Amendment Agreement designated the
amendment to the Revolving Credit Agreement as the "Fifth
Amendment to the Revolving Credit Agreement". The
foregoing reference in the 1996 Amendment Agreement was
incorrect as such amendment was, in fact, the fifth
amendment to the Revolving Credit Agreement. The
reference in the 1996 Amendment Agreement is herein
designated as the "Fifth Amendment to Revolving Credit
Agreement". The foregoing reference in the 1995 Amendment
Agreement was incorrect as such amendment was, in fact,
the fourth amendment to the Revolving Credit Agreement.
The reference in the 1995 Amendment Agreement is herein
designated as the "Fourth Amendment to the Revolving
Credit Agreement". The amendment to the Revolving Credit
Agreement contained herein is referenced as the "Sixth
Amendment to Revolving Credit Agreement".
SECTION 2.02. Amendments to Revolving Credit
Agreement. The Revolving Credit Agreement shall be,
effective as of the date hereof and subject to the
conditions precedent set forth in Section 3.01 hereof,
amended as follows:
(a) The first sentence of Section 1.1(a) is
amended by deleting the date "July 31, 1998" and
substituting therefor the date "July 31, 1999."
(b) The first sentence of Section 1.1(a) is
further amended by deleting the phrase "SIXTY-FIVE
MILLION AND NO/100THS DOLLARS ($65,000,000.00)" in its
entirety and substituting therefor the new phrase "F1FTY-
THREE MILLION AND NO/100THS DOLLARS ($53,000,000.00)."
(c) The fourth sentence of Section 1.1(a) is
amended by deleting the date "July 31, 1998" and
substituting therefor the date "July 31, 1999."
(d) Section 1.1(a) is further amended by deleting
in its entirety the following sentence found at the end
thereof:
"Notwithstanding anything in this Agreement to the
contrary, the maximum available Revolving Line of
Credit, together with the Stated Amount of all
outstanding Letters of Credit shall, as of August
1, 1997, and thereafter, be reduced from SIXTY-FIVE
MILLION DOLLARS ($65,000,000.00) to FORTY-EIGHT
MILLION DOLLARS ($48,000,000.00), and, as of August
1, 1997, the maximum limitation for each Lender
5
shown opposite the name of each Lender on Schedule
I shall be reduced on a proportionate basis to the
foregoing reduction in the maximum available
Revolving Line of Credit, together with the Stated
Amount of all outstanding Letters of Credit."
(e) The second sentence of Section 1.1(c) is
amended by deleting the phrase "SIXTY-FIVE MILLION AND
NO/100THS DOLLARS ($65,000,000.00)" in its entirety and
substituting therefor the new phrase "FIFTY-THREE MILLION
AND NO/l00THS DOLLARS ($53,000,000.00)."
(f) Section 1.1(c) is further amended by deleting
in its entirety the following sentence found at the end
thereof:
"On July 31, 1997, the Revolving Notes shall be
amended by Borrowers and each respective Lender to
indicate the extension of the Maturity Date to July
31, 1998, and the reduction of the maximum
available Revolving Line of Credit, together with
the Stated Amount of all outstanding Letters of
Credit, from $65,000,000.00 to $48,000,000.00."
(g) The fifth sentence of Section 1.3 is amended
in its entirety to read as follows:
"The expiration date for each Letter of Credit
issued hereunder (or caused to be issued hereunder)
shall not be later than one year after the issuance
date thereof and no Letters of Credit issued
hereunder by a Lender (or caused to be issued by a
Lender) shall provide for an expiration date later
than July 31, 1999 (as such date may be extended
pursuant to Section 1.9)."
(h) The first sentence of Section 1.6 is amended
in its entirety to read as follows:
"Borrowers agree to pay to Lenders on a basis
proportionate with such respective Lender's
Revolving Line of Credit commitment hereunder non-
usage fees (the "Non-Usage Fees") in an aggregate
amount equal to one-half of one percent (1/2 of 1%)
per annum on the unutilized portion of the
$53,000,000.00 Revolving Line of Credit payable
quarterly in arrears on the fifth business day
following each calendar quarter during the term of
this Agreement."
(i) The first sentence of Section 9.1(a) of
Article IX is amended in its entirety to read as follows:
"Lenders agree as between themselves that upon
receipt of a request for an advance hereunder by
Borrowers (or either of them), and so long as there
shall exist no Event of Default or Default, Regions
will advance 37.28% of such request, PNC will
advance 28.82% of such request, BA will advance
33.90% of such request (each such percentage
referred to herein as such Lender's "Percentage";
provided, however, that in no event shall the
aggregate principal amount of the Revolving Line of
Credit loans made hereunder by Lenders exceed
$53,000,000.00; provided, however, that in no event
shall Prudential be required to make Revolving Line
of Credit loans hereunder."
6
(j) All references to the term "FAB" in the
Revolving Credit Agreement shall be deleted and
substituted in place thereof is the term "Regions". All
references to the term "BAI" in the Revolving Credit
Agreement shall be deleted and substituted in place
thereof is the term "BA".
(k) Schedules I and II to the Revolving Credit
Agreement are deleted in their entirety and Schedules I
and II attached hereto are substituted therefor,
respectively.
(l) Exhibits A-I, A-2 and A-3 to the Revolving
Credit Agreement are deleted in their entirety and
Exhibits A-1, A-2 and A-3 attached hereto are substituted
there for, respectively.
(m) Copies of the Term Notes are attached hereto
as Exhibits B-1, B-2 and B-3, respectively, and
incorporated herein by reference.
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01. Conditions of Effectiveness. This
Amendment shall become effective when, and only when, (a)
the Agent shall have received counterparts of this
Amendment executed by each of the Dravo Parties and the
Lenders and copies of the Notes, in substantially the
form of Exhibits A-I, A-2 and A-3 attached hereto, and
Term Notes, in substantially the form of Exhibits B-1, B-
2 and B-3 attached hereto, executed by the Companies, (b)
all accrued but unpaid interest, fees and expenses under
the terms of the Revolving Credit Agreement, as amended
hereby, and all outstanding fees and expenses of counsel
to the Agent and the Lenders, shall have been paid in
full to the extent due and payable after giving effect to
this Amendment. The Dravo Parties further agree to
provide to the Agent on or before September 15, 1997, all
of the following documents, each (unless otherwise
indicated) being dated a date acceptable to the Agent, in
form and substance satisfactory to the Agent and the
Lenders:
(i) Copies of (A) all documents evidencing
all requisite corporate action of each Dravo Party
(including any and all resolutions or unanimous
written consents of the Board of Directors of each
Dravo Party) authorizing the execution, delivery
and performance of this Amendment and the matters
contemplated hereby and thereby, (B) all documents
evidencing all Governmental Approvals, if any, with
respect to this Amendment and the matters
contemplated hereby and thereby, and (C) any
amendments to the certificate or articles of
incorporation (certified as of a recent date by the
Secretary of the state of its jurisdiction of
incorporation) and bylaws of each Dravo Party that
have not been previously furnished to Lenders;
(ii) A certificate of the Secretary or an
Assistant Secretary of each Dravo Party certifying
the names and true signatures of the officers
authorized to sign this Amendment on behalf of such
Dravo Party and any other documents to be delivered
by such Dravo Party hereunder;
7
(iii) A favorable opinion of Buchanan
Ingersoll, Professional Corporation, special
counsel for the Dravo Parties, in form and
substance satisfactory to the Lenders;
(iv) Such other documents, instruments,
approvals (and, if required by the Agent, certified
duplicates of executed copies thereof) or opinions
as the Agent or any Lender may reasonably request.
The representations and warranties contained herein shall
be true on and as of the Effective Date; there shall
exist on the Effective Date, no Event of Default or
Default; there shall exist no material adverse change in
the financial condition, business operation or prospects
of any Dravo Party or its Subsidiaries since December 31,
1996.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the
Dravo Parties.
(a) Each of the Dravo Parties hereby repeats and
confirms each of the representations and warranties made
by it in Article VII of the Override Agreement, as
amended hereby, as though made on and as of the date
hereof, with each reference therein to "this Agreement",
the "Operative Documents", "hereof", "hereunder",
"thereof", "thereunder" and words of like import being
deemed to be a reference to the Override Agreement and
the Operative Documents, in each case as amended hereby.
(b) Each of the Dravo Parties represents and
warrants as follows:
(i) Such Dravo Party and each of its
Subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of the state
of its incorporation and is duly qualified to do business
in, and is in good standing in, all other jurisdictions
where the nature of its business or the nature of
property owned or used by it makes such qualification
necessary.
(ii) The execution, delivery and performance
by such Dravo Party of this Amendment are within its
corporate powers, have been duly authorized by all
necessary corporate action and do not contravene (A) such
Dravo Party's charter or bylaws, (B) law or (C) any legal
or contractual restriction binding on or affecting such
Dravo Party; and such execution, delivery and performance
do not or will not result in or require the creation of
any Lien upon or with respect to any of its properties.
(iii) No Governmental Approval is required for
the due execution, delivery and performance by such Dravo
Party of this Amendment, except for such Governmental
Approvals as have been duly obtained or made and which
are in full force and effect on the date hereof and not
subject to appeal.
8
(iv) This Amendment constitutes the legal,
valid and binding obligations such Dravo Party
enforceable against such Dravo Party in accordance with
its terms; subject the qualifications, however, that the
enforcement of the rights and remedies herein is subject
bankruptcy and other similar laws of general application
affecting rights and remedies creditors and that the
remedy of specific performance or of injunctive relief is
subject to discretion of the court before which any
proceedings therefor may be brought.
(v) Except as set forth in the Form 10-K
filed with the Securities and Exchange Commission for the
year ended December 31, 1996, there are no pending or
threatened actions, suits, or proceedings affecting such
Dravo Party or any of its Subsidiaries or the properties
of such Dravo Party or any of its Subsidiaries before any
court, governmental agency or arbitrator, that may, if
adversely determined, materially adversely affect the
financial condition, properties, business, operations, or
prospects of such Dravo Party and its Subsidiaries,
considered as a whole, or affect the legality, validity
or enforceability of the Override Agreement or any other
Operative Document, in each case as amended by this
Amendment.
ARTICLE V
CONSENT OF GUARANTOR
SECTION 5.01. Consent of Guarantor. Dravo, by the
execution hereof, does hereby consent to and approve the
terms of this Amendment and does hereby ratify and affirm
its guaranty obligations in favor of Lenders.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Reference to and Effect on the
Operative Documents.
(a) Upon the effectiveness of this Amendment, on
and after the date hereof, each reference in the
Revolving Credit Agreement and the Override Agreement to
"this Agreement", "hereunder", "hereof", or words of like
import referring to the Revolving Credit Agreement and
the Override Agreement, respectively, and each reference
in the other Operative Documents to "the Revolving Credit
Agreement", "the Override Agreement", "thereunder",
"thereof", or words of like import referring to the
Revolving Credit Agreement and the Override Agreement,
shall mean and be a reference to the Revolving Credit
Agreement and the Override Agreement, respectively as
amended hereby.
(b) Except as specifically amended above, the
Revolving Credit Agreement, the Override Agreement, the
Notes, the Term Notes, and all other Operative Documents,
are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the
Security Documents and all of the Collateral
9
described therein do and shall continue to secure the
payment of all obligations of the Dravo Parties under the
Revolving Credit Agreement, the Note, the Term Notes, and
the other Operative Documents, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy
of any Lender or the Agent under any of the Operative
Documents, nor constitute a waiver of any provision of
any of the Operative Documents.
SECTION 6.02. Costs and Expenses. The Dravo Parties,
jointly and severally, agree to pay on demand all costs
and expenses incurred by the Agent and the Lenders in
connection with the preparation, execution and delivery
of this Amendment and the other documents to be delivered
hereunder and thereunder, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel
for the Agent and the Lenders with respect thereto and
with respect to advising the Agent and the Lenders as to
their rights and responsibilities under this Amendment.
The Dravo Parties, jointly and severally, further agree
to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees
and expenses of counsel) incurred by the Agent and the
Lenders in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of
this Amendment, the Operative Documents and the other
documents to be delivered hereunder and thereunder,
including, without limitation, counsel fees and expenses
in connection with the enforcement of rights under this
Section 6.02.
SECTION 6.03. Execution in Counterparts. This
Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be
deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
SECTION 6.04. Governing Law. This Amendment shall
be governed by, and construed in accordance with, the
laws of the State of New York.
10
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first
above written.
REGIONS BANK, individually
and as Agent
By: PETER P.
GAILLARD_____________
___________________
Name :
_____________________
_____
Title : SR. VICE
PRESIDENT____________
______________
PNC BANK, NATIONAL
ASSOCIATION
By:BRIAN M BEGG
_________________
_______________
Name :
_____________________
_____
Title : COMMERCIAL
BANKING
OFFICER______________
____________
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, Individually
and as Documentation
Agent
By:MICHAEL J. MCKINNERY
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT____________
______________
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:KEVIN J. KRASKA
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT____________
______________
DRAVO CORPORATION
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT,
TREASURER____________
______________
10
11
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT,
TREASURER____________
_______________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT,
TREASURER____________
_______________
SCHEDULE I
SCHEDULE I TO REVOLVING CREDIT AGREEMENT
Financing Commitments
REGIONS BANK
Revolving Line of Credit and Letters of
Credit Facilities Combined
$19,758,400.00
PNC BANK, NATIONAL ASSOCIATION
Revolving Line of Credit and Letters of
Credit Facilities Combined $15,274,600.00
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
Revolving Line of Credit and Letters of
Credit Facilities Combined
$17,967,000.00
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Revolving Line of Credit and Letters of
Credit Facilities Combined
$00
TOTAL $53,000,000.00
SCHEDULE II
SCHEDULE II TO REVOLVING CREDIT AGREEMENT
Current Amount of Letters of Credit
Issued By Lenders
Stated Amount Lender's Percentage
REGIONS BANK $1,789,440.00 37.28%
PNC BANK, NATIONAL $1,383,360.00 28.82%
ASSOCIATION
BANK OF AMERICA $1,627,200.00 33.90%
NATIONAL TRUST AND
SAVINGS ASSOCIATION
THE PRUDENTIAL .00 .00
INSURANCE COMPANY OF
AMERICA
TOTAL $4,800,000.00 100.00%
EXHIBIT A-l
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED
BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$19,758,400.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
REGIONS BANK (herein called "Lender") at the offices of
Regions Bank at 106 St. Francis Street, Post Office Box
2527, Mobile, Alabama 36622 (or such other place or as
the holder hereof shall designate from time to time by
written notice to the Borrowers) the principal sum of
NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR
HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if
less, the aggregate principal amount of all Revolving
Line of Credit loans made by Lender to Borrowers pursuant
to Article I and Section 11.2 of the Revolving Credit
Agreement referred to below, in lawful money of the
United States of America in immediately available funds,
by wire transfer, on or before July 31, 1999, together
with interest thereon and certain fees and other amounts
due the Lender as set forth in the Revolving Credit
Agreement referred to below.
Borrowers also, jointly and severally, promise to
pay to Lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment Agreement, dated
as of August 1, 1994, and the Amendment Agreement dated
as of January 3, 1995, the Amendment Agreement, dated as
of December 31, 1995, the Amendment Agreement
EXHIBIT A-1
Page 2
dated as of June 28, 1996, and the Amendment Agreement
dated as of July 31, 1997 (as so amended, and as it may
be further amended, modified or supplemented from time to
time, the "Revolving Credit Agreement"), among the
Borrowers, certain lenders a party thereto and Regions
Bank, as Agent, and Bank of America National Trust and
Savings Association, as Documentation Agent, to which
reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT,TREASURER__
_____________________
____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER_
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT A-2
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED
BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$15,274,600.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (herein called "Lender") at
the offices of Regions Bank at 106 St. Francis Street,
Post Office Box 2527, Mobile, Alabama 36622 (or such
other place or as the holder hereof shall designate from
time to time by written notice to the Borrowers) the
principal sum
of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR THOUSAND SIX
HUNDRED AND NO/100THS DOLLARS ($15,274,600.00), or, if
less, the aggregate principal amount of all Revolving
Line of Credit loans made by Lender to Borrowers pursuant
to Article I and Section 11.2 of the Revolving Credit
Agreement referred to below, in lawful money of the
United States of America in immediately available funds,
by wire transfer, on or before July 31, 1999, together
with interest thereon and certain fees and other amounts
due the Lender as set forth in the Revolving Credit
Agreement referred to below.
Borrowers also, jointly and severally, promise to
pay to Lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment
EXHIBIT A-2
Page 2
Agreement, dated as of August 1, 1994, and the Amendment
Agreement dated as of January 3, 1995, the Amendment
Agreement, dated as of December 31, 1995, the Amendment
Agreement dated as of June 28, 1996, and the Amendment
Agreement dated as of July 31, 1997 (as so amended, and
as it may be further amended, modified or supplemented
from time to time, the "Revolving Credit Agreement"),
among the Borrowers, certain lenders a party thereto and
Regions flank, as Agent, and Bank of America National
Trust and Savings Association, as Documentation Agent, to
which reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection wit the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the. Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E.
REDLINGER____________
____________________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E.
REDLINGER____________
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT
A-3
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS BELOW) (AS DEFINED BELOW) TO THE PREDECESSOR IN
INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE
PRINCIPAL AMOUNT OF $22,035,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$17,967,000.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(herein called "Lender") at the offices of Regions Bank
at 106 St. Francis Street, Post Office Box 2527, Mobile,
Alabama 36622 (or such other place or as the holder
hereof shall designate from time to time by written
notice to the Borrowers) the principal sum of SEVENTEEN
MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS
DOLLARS ($17,967,000.00), or, if less, the aggregate
principal amount of all Revolving Line of Credit loans
made by Lender to Borrowers pursuant to Article I and
Section 11.2 of the Revolving Credit Agreement referred
to below, in lawful money of the United States of America
in immediately available funds, by wire transfer, on or
before July 31, 1999, together with interest thereon and
certain fees and other amounts due the Lender as set fort
in the Revolving Credit Agreement referred to below.
Borrowers also, jointly and severally, promise to
pay to Lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment Agreement dated as
of August 1, 1994, and the Amendment Agreement dated as
of January 3, 1995, the Amendment Agreement, dated as of
December 31, 1995, the Amendment Agreement
EXHIBIT A-3
Page 2
dated as of June 28, 1996, and the Amendment Agreement
dated as of July 31, 1997 (as so amended, and as it may
be further amended, modified or supplemented from time to
time, the "Revolving Credit Agreement"), among the
Borrowers, certain lenders a party thereto and Regions
Bank, as Agent, and Bank of America National Trust and
Savings Association, as Documentation Agent, to which
reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST:ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT B-1
TERM NOTE
$6,337,600.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
REGIONS BANK (herein called "Lender") at the offices of
Regions Bank at 106 St Francis Street, Post Office Box
2527, Mobile, Alabama 36622 (or such other place or as
the holder hereof shall designate from time to time by
written notice to the Borrowers) the principal sum of SIX
MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED
AND NO/100THS DOLLARS ($6,337,600 00), together with
interest on the principal balance from time to time
unpaid at the floating rate hereinafter set forth,
payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$6,337,600.00 shall be payable in 20 quarterly
installments of $316,880.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in full.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is issued subject to that certain
Revolving Credit Agreement, dated as of January 21, 1992,
as amended by the First Amendment to Amended and Restated
Revolving Credit Agreement, dated as of March 7, 1994,
and the Amendment Agreement, dated as of August 1, 1994,
and the Amendment Agreement dated as of January 3, 1995,
the Amendment
EXHIBIT B-1 Page 2
Agreement, dated as of December 31, 1995, the Amendment
Agreement dated as of June 28, 1996, and the Amendment
Agreement dated as of July 31, 1997 (as so amended, and
as it may be further amended, modified or supplemented
from time to time, the "Revolving Credit Agreement"),
among the Borrowers, certain lenders a party thereto and
Regions Bank, as Agent, and Bank of America National
Trust and Savings Association, as Documentation Agent, to
which reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment. Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Revolving Credit Agreement.
This Term Note shall be binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof, the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY________________________
EXHIBIT B-2
TERM NOTE
$4,899,400.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (herein called "Lender") at
the offices of Regions Bank at 106 St. Francis Street,
Post Office Box 2527, Mobile, Alabama 36622 (or such
other place or as the holder hereof shall designate from
time to time by written notice to the Borrowers) the
principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE
THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS
($4,899,400.00), together with interest on the principal
balance from time to time unpaid at the floating rate
hereinafter set forth, payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$4,899,400.00 shall be payable in 20 quarterly
installments of $244,970.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in full.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is referred to in and issued subject
to that certain Revolving Credit Agreement, dated as of
January 21, 1992, as amended by the First Amendment to
Amended and
EXHIBIT B-2
Page 2
Restated Revolving Credit Agreement, dated as of March 7,
1994, and the Amendment Agreement, dated as of August 1,
1994, and the Amendment Agreement dated as of January 3,
1995, the Amendment Agreement, dated as of December 31,
1995, the Amendment Agreement dated as of June 28, 1996,
and the Amendment Agreement dated as of July 31, 1997 (as
so amended, and as it may be further amended, modified or
supplemented from time to time, the "Revolving Credit
Agreement"), among the Borrowers, certain lenders a party
thereto and Regions Bank, as Agent, and Bank of America
National Trust and Savings Association, as Documentation
Agent, to which reference is made for a statement of the
terms and conditions under which the principal hereof,
accrued interest thereon and other amounts due thereunder
is secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment. Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Revolving Credit Agreement.
This Term Note shall he binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof, the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________________
______
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: _ ASST. CORPORATE SECRETARY _______________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By RICHARD E REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
EXHIBIT B-3
TERM NOTE
$5,763,000.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(herein called "Lender") at the offices of Regions Bank
at 106 St. Francis Street, Post Office Box 2527, Mobile,
Alabama 36622 (or such other place or as the holder
hereof shall designate from time to time by written
notice to the Borrowers) the principal sum of FIVE
MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS
DOLLARS ($5,763,000.00), together with interest on the
principal balance from time to time unpaid at the
floating rate hereinafter set forth, payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$5,763,000.00 shall be payable in 20 quarterly
installments of $288,150.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in full.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is referred to in and issued subject
to that certain Revolving Credit Agreement, dated as of
January 21, 1992, as amended by the First Amendment to
Amended and Restated Revolving Credit Agreement, dated as
of March 7,1994, and the Amendment
EXHIBIT 3
Page 2
Agreement, dated as of August 1, 1994, and the Amendment
Agreement dated as of January 3, 1995, the Amendment
Agreement, dated as of December 31, 1995, the Amendment
Agreement dated as of June 28, 1996, and the Amendment
Agreement dated as of July 31, 1997 (as so amended, and
as it may be further amended, modified or supplemented
from time to time, the "Revolving Credit Agreement"),
among the Borrowers, certain lenders a party thereto and
Regions Bank, as Agent, and Bank of America National
Trust and Savings Association, as Documentation Agent, to
which reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment. Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Revolving Credit Agreement.
This Term Note shall be binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the even of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH ___________________________
Its: ASST. CORPORATE SECRETARY ________________________
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED
BELOW) IN THE PRINCIPAL AMOUNT OF $24,232,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$19,758,400.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
REGIONS BANK (herein called "Lender") at the offices of
Regions Bank at 106 St. Francis Street, Post Office Box
2527, Mobile, Alabama 36622 (or such other place or as
the holder hereof shall designate from time to time by
written notice to the Borrowers) the principal sum of
NINETEEN MILLION SEVEN HUNDRED FIFTY EIGHT THOUSAND FOUR
HUNDRED AND NO/100THS DOLLARS ($19,758,400.00), or, if
less, the aggregate principal amount of all Revolving
Line of Credit loans made by Lender to Borrowers pursuant
to Article I and Section 11.2 of the Revolving Credit
Agreement referred to below, in lawful money of the
United States of America in immediately available funds,
by wire transfer, on or before July 31, 1999, together
with interest thereon and certain fees and other amounts
due the Lender as set forth in the Revolving Credit
Agreement referred to below.
Borrowers also, jointly and severally, promise to
pay to lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment Agreement, dated
as of August 1, 1994, and the Amendment Agreement dated
as of January 3, 1995, the Amendment Agreement, dated as
of December 31, 1995, the Amendment Agreement dated as of
June 28, 1996, and the Amendment Agreement dated as of
July 31, 1997 (as so amended, and as it may be further
amended, modified or supplemented from time to time, the
Amended and Restated Revolving Note
Page 2
"Revolving Credit Agreement"), among the Borrowers,
certain lenders a party thereto and Regions Bank, as
Agent, and Bank of America National Trust and Savings
Association, as Documentation Agent, to which reference
is made for a statement of the terms and conditions under
which the principal hereof, accrued interest thereon and
other amounts due thereunder is secured, may become or
may be declared to be forthwith due and payable and is
subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS (AS DEFINED BELOW) TO THE PREDECESSOR IN
INTEREST OF THE LENDER (AS DEFINED BELOW) IN THE
PRINCIPAL AMOUNT OF $22,035,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$17,967,000.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation ('1erein called the "Borrowers"),
jointly and severally, promise to pay to the order of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(herein called "Lender") at the offices of Regions Bank
at 106 St. Francis Street, Post Office Box 2527, Mobile,
Alabama 36622 (or such other place or as the holder
hereof shall designate from time to time by written
notice to the Borrowers) the principal sum of SEVENTEEN
MILLION NINE HUNDRED SIXTY-SEVEN THOUSAND AND NO/100THS
DOLLARS ($17,967,000.00), or, if less, the aggregate
principal amount of all Revolving Line of Credit loans
made by Lender to Borrowers pursuant to Article I and
Section 11.2 of the Revolving Credit Agreement referred
to below, in lawful money of the United States of America
in immediately available funds, by wire transfer, on or
before July 31, 1999, together with interest thereon and
certain fees and other amounts due the Lender as set
forth in the Revolving Credit Agreement referred to
below.
Borrowers also, jointly and severally, promise to
pay to Lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment Agreement, dated
as of August 1, 1994, and the Amendment Agreement dated
as of January 3, 1995, the Amendment Agreement, dated as
of December 31, 1995, the Amendment Agreement dated as of
June 28, 1996, and the Amendment Agreement dated as of
July 31, 1997 (as so amended, and as it may be further
amended, modified or supplemented from time to time, the
Amended and Restated Revolving Note
Page 2
"Revolving Credit Agreement"), among the Borrowers,
certain lenders a party thereto and Regions Bank, as
Agent, and Bank of America National Trust and Savings
Association, as Documentation Agent, to which reference
is made for a statement of the terms and conditions under
which the principal hereof, accrued interest thereon and
other amounts due thereunder is secured, may become or
may be declared to be forthwith due and payable and is
subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
THIS REVOLVING NOTE IS ISSUED IN SUBSTITUTION FOR, AND
NOT IN REPAYMENT OF, THE AMENDED AND RESTATED REVOLVING
NOTE, DATED JANUARY 3, 1995, AS AMENDED, ISSUED BY THE
BORROWERS (AS DEFINED BELOW) TO THE LENDER (AS DEFINED
BELOW) IN THE PRINCIPAL AMOUNT OF $18,733,000.00.
AMENDED AND RESTATED REVOLVING NOTE
$15,274,600.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (herein called "Lender") at
the offices of Regions Bank at 106 St. Francis Street,
Post Office Box 2527, Mobile, Alabama 36622 (or such
other place or as the holder hereof shall designate from
time to time by written notice to the Borrowers) the
principal sum of FIFTEEN MILLION TWO HUNDRED SEVENTY-FOUR
THOUSAND SIX HUNDRED AND NO/100THS DOLLARS
($15,274,600.00), or, if less, the aggregate principal
amount of all Revolving Line of Credit loans made by
Lender to Borrowers pursuant to Article I and Section
11.2 of the Revolving Credit Agreement referred to below,
in lawful money of the United States of America in
immediately available funds, by wire transfer, on or
before July 31, 1999, together with interest thereon and
certain fees and other amounts due the Lender as set
forth in the Revolving Credit Agreement referred to
below.
Borrowers also, jointly and severally, promise to
pay to Lender, in like money at such office, interest on
the dates and at the rate per annum pursuant to the
Revolving Credit Agreement.
This Amended and Restated Revolving Note is issued
in substitution for, and not in repayment of, and amends
and restates, the Amended and Restated Revolving Note,
dated December 31, 1995, as amended.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Revolving Note,
now or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Revolving Note is referred to in and issued
subject to that certain Revolving Credit Agreement, dated
as of January 21, 1992, as amended by the First Amendment
to Amended and Restated Revolving Credit Agreement, dated
as of March 7, 1994, and the Amendment Agreement, dated
as of August 1, 1994, and the Amendment Agreement dated
as of January 3, 1995, the Amendment Agreement, dated as
of December 31, 1995, the Amendment Agreement dated as of
June 28, 1996, and the Amendment Agreement dated as of
July 31, 1997 (as so amended, and as it may be further
amended, modified or supplemented from time to time, the
Amended and Restated Revolving Note Page 2
"Revolving Credit Agreement"), among the Borrowers,
certain lenders a party thereto and Regions Bank, as
Agent, and Bank of America National Trust and Savings
Association, as Documentation Agent, to which reference
is made for a statement of the terms and conditions under
which the principal hereof, accrued interest thereon and
other amounts due thereunder is secured, may become or
may be declared to be forthwith due and payable and is
subject to prepayment.
This Revolving Note shall be binding upon the
Borrowers and their respective successors and assigns and
shall inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Amended and
Restated Revolving Note or the Revolving Credit
Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, the principal of this Amended and Restated
Revolving Note may be declared due and payable in the
manner and with the effect provided in the Revolving
Credit Agreement.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: ASST. CORPORATE SECRETARY ________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
TERM NOTE
$6,337,600.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
REGIONS BANK (herein called "Lender") at the offices of
Regions Bank at 106 St. Francis Street, Post Office Box
2527, Mobile, Alabama 36622 (or such other place or as
the holder hereof shall designate from time to time by
written notice to the Borrowers) the principal sum of SIX
MILLION THREE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED
AND NO/100THS DOLLARS ($6,337,600.00), together with
interest on the principal balance from time to time
unpaid at the floating rate hereinafter set forth,
payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$6,337,600.00 shall be payable in 20 quarterly
installments of $316,880.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in full.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is issued subject to that certain
Revolving Credit Agreement, dated as of January 21, 1992,
as amended by the First Amendment to Amended and Restated
Revolving Credit Agreement, dated as of March 7, 1994,
and the Amendment Agreement, dated as of August 1, 1994,
and the Amendment Agreement dated as of January 3, 1995,
the Amendment Agreement, dated as of December 31, 1995,
the Amendment Agreement dated as of June 28,
Term Note
Page 2
1996, and the Amendment Agreement dated as of July 31,
1997 (as so amended, and as it may be further amended,
modified or supplemented from time to time, the
"Revolving Credit Agreement"), among the Borrowers,
certain lenders a party thereto and Regions Bank, as
Agent, and Bank of America National Trust and Savings
Association, as Documentation Agent, to which reference
is made for a statement of the terms and conditions under
which the principal hereof, accrued interest thereon and
other amounts due thereunder is secured, may become or
may be declared to be forthwith due and payable and is
subject to prepayment. Capitalized terms used but not
defined herein shall have the meanings assigned to such
terms in the Revolving Credit Agreement.
This Term Note shall be binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof, the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
_________________________
Its: _ ASST. CORPORATE SECRETARY _______________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY ________________________
TERM NOTE
$4,899,400.00 July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of PNC
BANK, NATIONAL ASSOCIATION (herein called "Lender") at
the offices of Regions Bank at 106 St. Francis Street,
Post Office Box 2527, Mobile, Alabama 36622 (or such
other place or as the holder hereof shall designate from
time to time by written notice to the Borrowers) the
principal sum of FOUR MILLION EIGHT HUNDRED NINETY-NINE
THOUSAND FOUR HUNDRED AND NO/100THS DOLLARS
($4,899,400.00), together with interest on the principal
balance from time to time unpaid at the floating rate
hereinafter set forth, payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$4,899,400.00 shall be payable in 20 quarterly
installments of $244,970.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in fall.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is referred to in and issued subject
to that certain Revolving Credit Agreement, dated as of
January 21, 1992, as amended by the First Amendment to
Amended and Restated Revolving Credit Agreement, dated as
of March 7, 1994, and the Amendment Agreement, dated as
of August 1, 1994, and the Amendment Agreement dated as
of January 3, 1995, the Amendment Agreement, dated as of
December 31, 1995, the Amendment Agreement
Term Note
Page 2
dated as of June 28, 1996, and the Amendment Agreement
dated as of July 31, 1997 (as so amended, and as it may
be further amended, modified or supplemented from time to
time, the "Revolving Credit Agreement"), among the
Borrowers, certain lenders a party thereto and Regions
Bank, as Agent, and Bank of America National Trust and
Savings Association, as Documentation Agent, to which
reference is made for a statement of the terms and
conditions under which the principal hereof, accrued
interest thereon and other amounts due thereunder is
secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment. Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Revolving Credit Agreement.
This Term Note shall be binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
Its: ASST. CORPORATE SECRETARY
________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_________________
_______________
Name :
_____________________
_____
Title : VICE PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY
________________________
TERM NOTE
$5,763,000.00
July 31, 1997
FOR VALUE RECEIVED, DRAVO LIME COMPANY, a Delaware
corporation, and DRAVO BASIC MATERIALS COMPANY, INC., an
Alabama corporation (herein called the "Borrowers"),
jointly and severally, promise to pay to the order of
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
(herein called "Lender") at the offices of Regions Bank
at 106 St. Francis Street, Post Office Box 2527, Mobile,
Alabama 36622 (or such other place or as the holder
hereof shall designate from time to time by written
notice to the Borrowers) the principal sum of FIVE
MILLION SEVEN HUNDRED SIXTY-THREE THOUSAND AND NO/100THS
DOLLARS ($5,763,000.00), together with interest on the
principal balance from time to time unpaid at the
floating rate hereinafter set forth, payable as follows:
AS TO PRINCIPAL: The unpaid principal balance of
$5,763,000.00 shall be payable in 20 quarterly
installments of $288,150.00 each. The first
installment of principal shall be due on October
31, 1997, and a like and similar installment shall
be due on the last day of January, April, July and
October of each year thereafter for the next 19
quarters until the principal indebtedness is paid
in full.
AS TO INTEREST: Interest on the principal balance
due from time to time outstanding, at the per annum
rate hereinafter stated, shall be computed and paid
quarterly. Interest shall be paid quarterly on the
due date of the principal installments, commencing
October 31, 1997, until the principal balance and
all accrued interest is paid in full. The per annum
interest rate applicable to this Term Note shall be
the rate specified in the Revolving Credit
Agreement referred to below for a Eurodollar Rate
Loan, that is the Eurodollar Rate, plus the
Interest Rate Margin of two percent (2.00%) per
annum. The interest rate applicable for each period
shall be the Eurodollar Rate determined as set
forth in the Revolving Credit Agreement for such
period, plus the Interest Rate Margin of two
percent (2.00%) per annum, and such rate shall be
adjusted according to the interest period selected
pursuant to the terms of the Revolving Credit
Agreement.
In addition to the foregoing principal and interest,
Borrowers, jointly and severally, promise to pay to
Lender certain fees and other amounts due the Lender as
set forth in the Revolving Credit Agreement referred to
below.
Borrowers expressly waive any presentment, demand,
protest or notice in connection with this Term Note, now
or hereafter, required by applicable law, and further
waive as to this debt all right of exemption under the
Constitution and laws of the State of New York, or any
other state or commonwealth.
This Term Note is referred to in and issued subject
to that certain Revolving Credit Agreement, dated as of
January 21, 1992, as amended by the First Amendment to
Amended and Restated Revolving Credit Agreement, dated as
of March 7, 1994, and the Amendment Agreement, dated as
of August 1, 1994, and the Amendment Agreement dated as
ofJanuary3,
Term Note
Page 2
1995, the Amendment Agreement, dated as of December 31,
1995, the Amendment Agreement dated as of June 28, 1996,
and the Amendment Agreement dated as of July 31, 1997 (as
so amended, and as it may be further amended, modified or
supplemented from time to time, the "Revolving Credit
Agreement"), among the Borrowers, certain lenders a party
thereto and Regions Bank, as Agent, and Bank of America
National Trust and Savings Association, as Documentation
Agent, to which reference is made for a statement of the
terms and conditions under which the principal hereof,
accrued interest thereon and other amounts due thereunder
is secured, may become or may be declared to be forthwith
due and payable and is subject to prepayment. Capitalized
terms used but not defined herein shall have the meanings
assigned to such terms in the Revolving Credit Agreement.
This Term Note shall be binding upon the Borrowers
and their respective successors and assigns and shall
inure to the benefit of Lender and its respective
successors and assigns.
Borrowers agree to pay, and save the holders hereof
harmless against, any costs or liability for expenses
(including reasonable attorneys' fees) arising in
connection with the enforcement by the holders hereof of
any of the holders' rights under this Term Note or the
Revolving Credit Agreement.
In case a Default or Event of Default, as defined in
the Revolving Credit Agreement, shall occur and be
continuing, then, at the option of the holder hereof, the
whole of the unpaid principal sum, together with accrued
interest thereon and all other amounts due, shall
immediately become due and payable. Failure to exercise
this option shall not constitute a waiver of the right to
exercise the same in the even of any subsequent default.
DRAVO LIME COMPANY
By: RICHARD E. REDLINGER
_____________________
___________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
ATTEST: ELAINE E. TOKOSH
Its: ASST. CORPORATE SECRETARY
________________________
DRAVO BASIC MATERIALS
COMPANY, INC.
By: RICHARD E. REDLINGER
_____________________
___________
Name :
_____________________
_____
Title : VICE
PRESIDENT, TREASURER
_____________________
_____
ATTEST: ELAINE E. TOKOSH
___________________________
Its: ASST. CORPORATE SECRETARY
________________________
Dravo Letterhead
3600 One Oliver Plaza
Pittsburgh, PA 15222
412 566 3076
September 15, 1997
Mr. Carl A. Gilbert
C/O Dravo Corporation
3600 One Oliver Plaza
Pittsburgh, PA 15222-2682
Dear Carl:
To help ensure your continued dedication as an employee of Dravo
Corporation (the "Company"), the Company desires to provide for, among other
things, the payment of two years' compensation and benefits if your employment
is terminated by the Company without cause. In exchange for this assurance, you
are willing to agree to not compete with the Company for two years after the
termination of your employment and to surrender your existing Change in
Control Agreement. The following sets forth the details of this agreement.
1. Salary and Benefit Continuation. The Company agrees that if your
employment with the Company is terminated by the Company without cause, the
Company will continue to pay your salary and provide for your benefits for two
years following the date of termination as if you were still an employee of the
Company (including for purposes of eligibility, coverage, vesting and benefit
provisions under the Company's benefit plans) during that period. You are not
required to mitigate this payment by seeking other employment and these
amounts are payable to your estate if you die during the two year period.
2. Stock Options. The Company agrees that if your employment with
the Company is terminated by the Company without cause, you will continue to
hold all stock options and restricted stock held by you on the date of your
termination as if you were an employee of the Company for two years thereafter,
and at the end of that two year period, you will be deemed to have retired from
the Company for purposes of the plans pursuant to which the stock options and
restricted stock were issued.
3. SERP and EBP. The benefits credited to you under the
Company's Supplemental Executive Retirement Plan (SERP) and the Executive
Benefit Plan (EBP) (including any additional age and service credit by reason
ofthe benefit continuation under paragraph 1 of this letter) shall be fully
vested and nonforfeitable through the date of any adverse amendment or
termination of those plans, provided, that you will not be entitled to any
benefits under those plans if your employment is terminated by the Company
for cause. In addition, your "retirement" under the EBP is deemed to be
approved by the Board's Compensation Committee. The Company will pay benefits
under the SERP and the EBP in accordance with the terms of those plans, but if
your salary is continuing under paragraph 1 of this letter, the Company will
begin to pay benefits under the SERP and EBP at the end of your two year salary
continuation period. Further, if your salary is continuing under paragraph 1 of
this letter, you may
elect, during the first 12 months following your termination, to receive a
lump sum of your SERP and EBP benefits at the end of your two-year salary
continuation period.
4. Noncompete. You agree that for a period of two years after the
termination of your employment with the Company for any reason, you will not
have an ownership interest in or render services to (as an employee, consultant
or otherwise), any company that is engaged in (a) the mining, production,
marketing and sale of limestone or lime, including those companies listed on
Exhibit A and their affiliates, or (b) in the research and development,
marketing and sale of technologies for utilizing limestone or lime. The former
restrictions will apply anywhere the Company is or is then contemplating doing
business and the latter restrictions will apply throughout the world. You agree
to notify the Company of any employment you take during that two year period and
you agree that if you breach this paragraph, the Company can seek an injunction
to prevent you from working at that job, cease the payment of any compensation
and benefits under paragraph 1 and sue you for damages. During this two year
period, you also agree not to solicit for hire any employees of the Company or
its subsidiaries.
5. Definitions. For purposes of this letter, you may be
terminated for "cause" only if the Board (nonemployee directors only)
unanimously determines that you have (i) deliberately and intentionally engaged
in gross misconduct that is intentionally and demonstrably harmful to the
Company, or (ii) you have been convicted of a felony. Further, for purposes of
this letter, you will be deemed to have been terminated by the Company without
cause if you terminate your employment a reasonable time after and because (i)
the Company takes action which results in a material and continuing diminution
in your status as an officer of the Company, (ii) the Company requires you to
relocate your office more than 30 miles, or (iii) the Company reduces your
overall level of compensation (other than as part of a reduction applicable to
all salaried employees of the Company generally), or (iv) a company that
acquires the Company by merger, acquisition of assets or otherwise does not
expressly assume the Company's obligations under this letter agreement at or
prior to the closing of the transaction.
6. Disputes. Disputes under this letter agreement (other than the
Company's enforcement of paragraph 4 in equity) will be resolved by
submitting the matter to binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in
Pittsburgh, Pennsylvania. If you are required to bring or defend an action
against the Company under this Agreement, the Company will pay your
reasonable legal fees if you are successful. Before the Company is
required to pay you any amounts under this letter agreement, the Company
may require you to execute a reasonable release of any claims you may
have against the Company (other than under this letter agreement).
7. Taxes. You will be responsible for the payment of all taxes on any
payments you receive under this letter agreement, provided, that the Company
will make you whole for taxes under Section 4999 of The Internal Revenue
Code, or any successor provision, if any.
8. Summary. A summary of the compensation and benefits
that are intended to be paid or
provided to you under this letter agreement (which replaces the Change of
Control Agreement to which you are currently a party) and under the Company's
other benefit plans in certain circumstances is attached as Exhibit B.
The Company intends to be legally bound by this letter agreement. If
you agree with the terms of this letter and intend to be legally bound by it,
please sign this letter where indicated below and return it to the Secretary of
the Company. The additional enclosed copy of this letter is for your files.
Thank you for your continued service to Dravo.
Very truly yours,
DRAVO
CORPORATION
By: s/s JAMES J. PUHALA
James J. Puhala
Vice President,
General
Counsel and
Secretary
September 15,
1997
Accepted and Agreed:
s/s CARL A. GILBERT
Carl A. Gilbert
Date: SEPTEMBER 15, 1997
EXHIBIT A
AP Green Industries, Inc.
Ash Grove Cement Co.
Austin White Lime Co.
Bellefonte Lime Company
Blue Circle, Inc.
Calco, Inc.
Carmeuse (Marblehead Lime)
Cheney Lime & Cement Co.
Con Lime Inc.
Continental Lime/Graybec Calc Inc.
Cutler-Magner Co.
Florida Lime Corp.
GenLime Group, LP
Global Stone Corp
Greer Lime Co.
Havelock Lime Co.
Huron Lime Company
Lee Lime Corp.
Linwood Mining & Minerals Corp.
Lhoist/Chemical Lime Co.
LTV Steel
Martin Marietta Materials, Inc.
Mercer Lime & Stone Company
Miller Minerals, Inc.
Minerals Technology, Inc.
Mississippi Lime Co.
National Lime & Stone Company
National Refractories & Minerals Corp.
Pete Lien & Sons.
Redland
Redland Ohio Co.
Redland Stone Products Co.
Resco Products, Inc
Rockwell Lime Co.
Specialty Minerals, Inc.
United States Lime & Minerals Co.
USG Industries, Inc.
Vulcan Materials Co.
Western Lime Corp.
W.S. Frey, Inc.
Carl A. Gilbert EXHIBIT B
September 15, 1997 Separation Agreement Summary
Page 5 Salary and Benefits Continuation
<TABLE>
Termination Termination by Termination
Termination by Termination by Employee Employee Because Termination
Company without by Company w/o Good Deemed to be by of Due to
Cause for Cause Reason Company w/o Cause Disability Death
(paragraph 5)
<S> <S> <S> <S> <S> <S>
Salary 2 years + None None 2 years + per EBP per EBP
standard standard
severance severance
Bonus Prorate in year of None None* Prorate in year of Prorate in Prorate in year
termination termination year of of death
disability
Health 2 yrs per company plan per company plan 2 yrs per company plan per company plan
Benefits + company plan + company plan
Life 2 years per company plan per company plan 2 years per company plan per company plan
Insurance + company plan + company plan
Perquisites 2 years None None 2 years None None
401(k) Plan 2 years None None 2 years None None
(Co. Match)
Qualified
Pension Plan
- Service
Continuation 2 years None None 2 years None None
SERP
- - Vesting Vest Forfeit Vest Vest Vest Vest
- Service Cont. 2 years N/A None 2 years None None
- Lump Sum
Option Yes N/A No Yes No No
EBP
- - Vesting Vest Forfeit Vest Vest Vest Vest
- - Service Cont. 2 years N/A None 2 years None None
- - Lump Sum
Option Yes N/A No Yes No No
Stock Options
- Vested Retain Retain Retain Retain Retain Retain
- Non-Vested Vest (over 2 years) Forfeit Forfeit Vest (over 2 years) Vest Vest
- Exercise Term 5 years 90 days 90 days* 5 years 5 years 5 years
</TABLE>
* If the employee is eligible to retire under the Company's pension plan as of
the date of his termination then his termination will be considered a retirement
for purposes of the annual incentive plan and stock option plan.
