cuo_Ex10

NINTH AMENDMENT TO CREDIT AGREEMENT

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 15, 2018, is entered into by and among CONTINENTAL MATERIALS CORPORATION, a Delaware corporation (the “Company”), the financial institutions that are or may from time to time become parties to the Credit Agreement referenced below (together with their respective successors and assigns, the “Lenders” and each, a “Lender”), and CIBC BANK USA, an Illinois state chartered bank formerly known as The PrivateBank and Trust Company as Administrative Agent for each Lender (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Credit Agreement referenced below.

WHEREAS, the Lender previously made available to the Company a credit facility pursuant to the terms and conditions of that certain Amended and Restated Credit Agreement, dated as of November 18, 2011, by and among the Company, the Lender and the Administrative Agent, as amended by that certain First Amendment to Credit Agreement, dated as of March 21, 2013, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Second Amendment to Credit Agreement, dated as of March 20, 2014, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Third Amendment to Credit Agreement, dated as of August 11, 2014, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Fourth Amendment to Credit Agreement, dated as of November 13, 2014, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Fifth Amendment to Credit Agreement, dated as of March 20, 2015, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Sixth Amendment to Credit Agreement, dated as of August 10, 2015, by and among the Company, the Lender and the Administrative Agent, as amended by that certain Seventh Amendment to Credit Agreement, dated as of March 24, 2016, by and among the Company, the Lender and the Administrative Agent, and as amended by that certain Eighth Amendment to Credit Agreement, dated as of May 26, 2017, by and among the Company, the Lender and the Administrative Agent (as further amended, restated or supplemented from time to time, the “Credit Agreement”);

WHEREAS, as of the date hereof, the Revolving Commitment is $20,000,000; and

WHEREAS, the parties to this Amendment desire to amend the Credit Agreement to, among other things, (i) modify the definition of Capital Expenditures to exclude development costs that were capitalized in respect of the Hitch Rack Ranch facility in Colorado Springs, CO, and (ii) increase the maximum permitted repurchase of outstanding Capital Securities by the Company after October 1, 2011 from $250,000 to $350,000, in each case, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises, to induce the Lender and Administrative Agent to enter into this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by the parties hereto as follows:

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Section 1. Incorporation of Recitals. The foregoing recitals are hereby incorporated into and made a part of this Amendment.

Section 2. Amendment of the Credit Agreement. It is hereby agreed and understood that, subject to the complete fulfillment and performance of the conditions precedent set forth in Section 4 of this Amendment, the Credit Agreement is hereby amended and modified as follows:

A. The definition of “Capital Expenditures” is hereby deleted in its entirety and replaced with the following:

“Capital Expenditures means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of the Company, including expenditures in respect of Capital Leases, but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed (a) from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored or (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced. Notwithstanding the foregoing, commencing with the Computation Period ended March 31, 2018, Capital Expenditures for purposes of this Agreement shall not include capitalized development costs in respect of the Hitch Rack Ranch facility in Colorado Springs, CO.”

B. The following sentence is hereby deleted from the end of the definition of “LIBOR Rate” (i.e. there shall be no LIBOR Rate floor from and after the date hereof):

“Notwithstanding anything to the contrary, the LIBOR Rate shall not be less than zero (0).”

C. Clause (iii) in Section 11.4 (Restricted Payments) is hereby deleted in its entirety and replaced with the following:

“(iii) from and after the date of this Agreement, the Company may purchase its outstanding Capital Securities so long as (A) no Event of Default exists as of the date of any proposed purchase, and (B) the total of all such purchases from October 1, 2011 shall not exceed $350,000 in the aggregate.”

Section 3. Amendment of the Loan Documents. It is hereby agreed and understood by the Administrative Agent, each Lender and the Company that, subject to the complete fulfillment and performance of the conditions precedent set forth in Section 4 of this Amendment and effective as of the effective date of this Amendment, each reference to the Credit Agreement, the Revolving Loan, the Note and/or any other defined terms or any Loan Documents in any Loan Documents shall be deemed to be a reference to any such defined terms or such agreements as such terms or agreements are amended or modified by this Amendment. Any breach of any representation, warranty, covenant or agreement contained in this Amendment shall be deemed to be an Event of Default for all purposes of the Credit Agreement.

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Section 4. Conditions Precedent. The effectiveness of this Amendment and the obligations of the Administrative Agent and each Lender hereunder are subject to the satisfaction, or waiver by the Administrative Agent, of the following conditions precedent on or before the date hereof (unless otherwise provided or agreed to by the Administrative Agent) in addition to the conditions precedent specified in Section 12.2 of the Credit Agreement:

A. The Company shall have (i) paid an amendment fee of $20,000 to the Administrative Agent, which fee shall be deemed fully earned when paid, and (ii) paid and/or reimbursed all reasonable fees, costs and expenses relating to this Amendment and owed to the Lender pursuant to the Credit Agreement in connection with this Amendment.

B. The Company shall have delivered, or caused to be delivered, original fully completed, dated and executed originals of (i) this Amendment, and (ii) such other certificates, instruments, agreements or documents as the Administrative Agent may reasonably request (each of the foregoing certificates, instruments, agreements and documents described in this Section 4(B) (other than this Amendment) which constitute Loan Documents are hereinafter referred to collectively as the “Other Documents”).

C. The Company shall have delivered certified copies of all documents evidencing any necessary corporate action, consents and governmental approvals (if any) required for the execution, delivery and performance by the Loan Parties of this Amendment and the Loan Documents referenced herein.

D. The following statements shall be true and correct and the Company, by executing and delivering this Amendment to the Lender and the Administrative Agent, hereby certifies that the following statements are true and correct as of the date hereof:

(1) Other than as expressly contemplated by this Amendment and the write-down of approximately $7,000,000 to be taken in the first quarter of 2018 resulting from the failure to obtain the mining permit for the Hitch Rack Ranch facility in Colorado Springs, Colorado, since the date of the most recent financial statements furnished by the Company to the Administrative Agent (which financial statements were true and correct in all material respects and otherwise conformed to the requirements set forth in the Credit Agreement for such financial statements), there shall have been no change which has had or will have a material adverse effect on the business, operations, properties or financial condition of the Loan Parties taken as a whole;

(2) The representations and warranties of the Company set forth in the Credit Agreement and the other Loan Documents (as amended by this Amendment) are true and correct in all respects on and as of the date of this Amendment with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and no Unmatured Event of Default or Event of Default has occurred and is continuing; and

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(3) No consents, licenses or approvals are required in connection with the execution, delivery and performance by the Company of this Amendment or the Other Documents or the validity or enforceability against the Company of this Amendment or the Other Documents which have not been obtained and delivered to the Administrative Agent.

Section 5. Miscellaneous.

A. Except as expressly amended and modified by this Amendment, the Credit Agreement and the other Loan Documents are and shall continue to be in full force and effect in accordance with the terms thereof.

B. This Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

C. This Amendment shall be construed in accordance with and governed by the internal laws, and not the laws of conflict, of the State of Illinois.

D. The headings contained in this Amendment are for ease of reference only and shall not be considered in construing this Amendment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to Credit Agreement to be duly executed as of the day and year first above written.

	COMPANY:
	CONTINENTAL MATERIALS CORPORATION By: /s/ Mark S. Nichter Mark S. Nichter Chief Financial Officer

	ADMINISTRATIVE AGENT AND LENDER:
	CIBC BANK USA By: /s/ Richard Pierce Richard Pierce Managing Director

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