FIRST AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") is made and entered into as of the 18 day of March, 2002 by and
between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation (the
"Company"), and the lenders listed in Annex I hereto (individually a "Lender"
and collectively, the "Lenders").
Recitals:
WHEREAS, the Company and the Lenders, among others, have entered into that
certain Amended and Restated EWP Bridge Loan Agreement dated as of November 21,
2001 (the "Loan Agreement");
WHEREAS, the Company and the Lenders wish to amend the Loan Agreement as
provided herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have
the same meanings given to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein, the parties hereto do hereby agree as follows:
SECTION 1. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) Section 3.3 of the Loan Agreement shall be amended by deleting
such section in its entirety and replacing it with the following:
"3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall mature on
December 31, 2002 (the "Maturity Date"), at which time the outstanding
principal balance of the Loans and all accrued and unpaid interest and
commitment fees shall become due and payable."
(b) Section 6.2(c) of the Loan Agreement shall be amended by deleting
such section in its entirety and replacing it with the following:
"(c) Limitations on Indebtedness. Become or remain obligated, or
suffer or permit any Subsidiary to become or remain obligated, for any
Indebtedness, except:
(i) Existing Indebtedness as set forth on Schedule 6.2(c) hereto;
(ii) Indebtedness arising pursuant to this Agreement; and
(iii) Indebtedness arising in connection with, and as a part of,
the Restructuring."
SECTION 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
SECTION 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the State of Texas or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Texas.
SECTION 4. Headings. The section headings contained in this Amendment are
for reference purposes only and will not affect in any way the meaning or
interpretation of this Amendment.
SECTION 5. Counterparts; Facsimile. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment when executed may be validly delivered by
facsimile or other electronic transmission.
SECTION 6. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned thereunto duly authorized as of the date first
written above.
THE COMPANY:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
THE LENDERS:
EWP FINANCIAL LLC
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
ANNEX I
% of Total
Name of Lender Address of Lender Commitment Commitment
- -------------- ----------------- ---------- ----------
EWP Financial LLC Three Lincoln Centre $6,000,000 100%
5430 LBJ Freeway
Suite 1740
Dallas, Texas 75240
Total Commitment Amount: $6,000,000