EIGHTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of December, 31, 2001,
by and between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation
("Borrower"), and CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois
corporation ("Lender"). Except for terms which are expressly defined herein, all
capitalized terms used herein shall have the meaning subscribed to them in the
Loan Agreement (as defined below).
RECITALS
WHEREAS, Borrower and Lender are parties to that certain Amended and
Restated Revolving Loan and Security Agreement dated as of December 29, 1995 (as
amended, supplemented or otherwise modified from time to time, the "Loan
Agreement").
WHEREAS, Borrower desires to amend the terms of the Loan Agreement.
WHEREAS, Lender is willing to amend the Loan Agreement on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
I. Amendment to the Loan Agreement.
A. The Term of Agreement in Section 12.1 (a) of the Loan
Agreement is hereby amended as follows:
The first four sentences are deleted in their entirety and
replaced by:
"This agreement and the other Financing Agreements shall
continue in full force and effect for a term ending on the
date January 31, 2002 (the "Renewal Date")."
II. Conditions to Effectiveness of Amendment. This Amendment shall
become effective on the date (the "Effective Date") when Borrower shall satisfy
all of the following conditions:
A. Amendment. Borrower and Lender shall have duly executed and
delivered this Amendment.
B. Additional Matters. Lender shall have received such other
certificates, opinions, UCC financing statements, documents
and instruments relating to the obligations or the
transactions contemplated hereby as may have been reasonably
requested by Lender, and all corporate and other proceedings
and all other documents and all legal matters in connection
with the transactions contemplated hereby shall be
reasonably satisfactory in form and substance to Lender.
IV. Representations and Warranties. In order to induce Lender to enter
into this Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Amendment, which representations and warranties shall
survive the execution and delivery of this Amendment, that:
A. Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the state of its
incorporation;
B. the execution, delivery and performance of this Amendment by
Borrower are within its corporate powers and have been duly
authorized by all necessary corporate action; and
C. this Amendment constitutes a legal, valid and binding
obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights generally, and by general principles of
equity.
V. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
effective solely for the purpose set forth herein and shall
be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of
any other term or condition of the Loan Agreement or of any
other Financing Agreements or (ii) prejudice any right or
rights that Lender may now have or may have in the future
under or in connection with the Loan Agreement or any other
Financing Agreements. Each reference in the Loan Agreement
to "this Agreement", "herein", "hereof" and words of like
import and each reference in the other Financing Agreements
to the Loan Agreement shall mean the Loan Agreement as
amended hereby. This Amendment shall be construed in
connection with and as part of the Loan Agreement and all
terms, conditions, representations, warranties, covenants
and agreements set forth in the Loan Agreement and each
other Financing Agreement, except as herein amended or
waived, are hereby ratified and confirmed and shall remain
in full force and effect.
B. Costs and Expenses. Borrower shall pay to Lender on demand
all reasonable out-of-pocket costs, expenses, title fees,
filing fees and taxes paid or payable in connection with the
preparation, negotiation, execution, delivery, recording,
administration, collection, liquidation, enforcement and
defense of the Obligations, Lender's rights in the
Collateral, this Amendment, the Loan Agreement, the other
Financing Agreements and all other documents related hereto
or thereto, including any amendments, supplements or
consents which may hereafter be contemplated (whether or not
executed) or entered into in respect hereof and thereof,
including, but not limited to: (a) all costs and expenses of
filing or recording (including Uniform Commercial Code
financing statement filing taxes and fees, documentary
taxes, intangibles taxes and mortgage recording and title
insurance taxes and fees, if applicable); (b) costs and
expenses and fees for title insurance and other insurance
premiums, environmental audits, surveys, assessments,
engineering reports and inspections, appraisal fees and
search fees; (c) costs and expenses of remitting loan
proceeds, collecting checks and other items of payment; (d)
charges, fees or expenses charged by any bank or issuer in
connection with the Letter of Credit Accommodations; (e)
costs and expenses of preserving and protecting the
Collateral; (f) costs and expenses paid or incurred in
connection with obtaining payment of the Obligations,
enforcing the security interests and liens of Lender,
selling or otherwise realizing upon the Collateral, and
otherwise enforcing the provisions of this Amendment, the
Loan Agreement and the other Financing Agreements or
defending any claims made or threatened against Lender
arising out of the transactions contemplated hereby and
thereby (including, without limitation, preparations for and
consultations concerning any such matters); and (g) the fees
and disbursements of counsel (including legal assistants) to
Lender in connection with the foregoing.
C. Certain Waivers; Release. Although Borrower does not believe
that it has any claims against Lender, it is willing to
provide Lender with a general and total release of all such
claims in consideration of the benefits which Borrower will
receive pursuant to this Amendment. Accordingly, Borrower
for itself and any successor of Borrower hereby knowingly,
voluntarily, intentionally and irrevocably releases and
discharges Lender and its respective officers, directors,
agents and counsel (each a "Released Party") from any and
all actions, causes of action, suits, sums of money,
accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, losses,
liabilities, costs, expenses, debts, dues, demands,
obligations or other claims of any kind whatsoever, in law,
admiralty or equity, which Borrower ever had, now has or
hereafter can, shall or may have against any Released Party
for, upon or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the date of
this Amendment.
D. Counterparts. This Amendment may be executed in any number
of counterparts, each such counterpart constituting an
original but all together constituting one and the same
instrument.
E. Severability. Any provision contained in this Amendment that
is held to be inoperative, unenforceable or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative,
unenforceable or invalid without affecting the remaining
provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of that provision in
any other jurisdiction.
F. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
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[Signature Page to Eighth Amendment To Amended And Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
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Name:
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Title:
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KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By
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Name:
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Title:
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CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"),
the undersigned (the "Guarantor") guaranteed to Lender (as defined therein),
subject to the terms, conditions and obligations set forth therein, the prompt
payment and performance of all of the Guaranteed Obligations (as defined
therein). The Guarantor consents to Borrower's execution of the foregoing Eighth
Amendment to Loan Agreement (the "Amendment;" capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Amendment) and
acknowledges the continued validity, enforceability and effectiveness of the
Guarantee with respect to all loans, advances and extensions of credit to
Borrower, whether heretofore or hereafter made, together with all interests
thereon and all expenses in connection therewith.
SHERMAN WIRE COMPANY
By
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Name:
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Title:
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CONSENT
By Confirmation Agreement dated September 27, 1996, relating to that
Amendment, Ratification and Confirmation of Secured Guaranty Agreement dated
December 29, 1995, relating to, among other things the Secured Guaranty
Agreement dated October 16, 1987 (collectively, the "Guarantee"), the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms, conditions and obligations set forth therein, the prompt payment
and performance of all of the Obligations (as defined therein). The Guarantor
consents to Borrower's execution of the foregoing Eighth Amendment to Loan
Agreement (the "Amendment;" capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Amendment) and acknowledges the
continued validity, enforceability and effectiveness of the Guarantee with
respect to all loans, advances and extensions of credit to Borrower, whether
heretofore or hereafter made, together with all interests thereon and all
expenses in connection therewith.
SHERMAN WIRE OF CALDWELL, INC.
By
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Name:
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Title:
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CONSENT
By Confirmation Agreement dated September 27, 1996, relating to that
Guarantee and Waiver and Rider No. 1 to Guarantee and Waiver, each dated
December 30, 1993 (as amended, collectively, the "Guarantee"), the undersigned
(the "Guarantor") guaranteed to Lender (as defined therein), subject to the
terms, conditions and obligations set forth therein, the prompt payment and
performance of all of the Obligations (as defined therein). The Guarantor
consents to Borrower's execution of the foregoing Eighth Amendment to Loan
Agreement (the "Amendment;" capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Amendment) and acknowledges the
continued validity, enforceability and effectiveness of the Guarantee with
respect to all loans, advances and extensions of credit to Borrower, whether
heretofore or hereafter made, together with all interests thereon and all
expenses in connection therewith.
FV STEEL AND WIRE COMPANY
By
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Name:
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Title:
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