NINTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Amendment") is entered into as of January 31, 2002, 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 sentence is deleted in its 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 February
28, 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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.
FOX VALLEY STEEL AND WIRE COMPANY
By
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Name:
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Title:
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