SECOND AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT AND
RELEASE OF TERM LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT AND RELEASE OF TERM LOAN AND SECURITY AGREEMENT (the "Second
Amendment") is entered into as of August 4, 1997 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 (i) that certain Amended And
Restated Revolving Loan And Security Agreement dated as of December 29, 1995, as
amended by that certain First Amendment to Amended and Restated Revolving Loan
and Security Agreement dated as of September 27, 1996 (the "Loan Agreement") and
(ii) that certain Term Loan and Security Agreement dated as of December 30,
1993, as amended by that certain First Amendment to Term Loan and Security
Agreement dated as of September 27, 1996 (the "Term Loan").
WHEREAS, Borrower desires to amend the terms of the Loan Agreement to
permit Borrower to, among other things, issue $100,000,000 of Senior Secured
Notes due 2007 ("Senior Notes") pursuant to the terms of that certain Indenture
dated as of the date hereof (the "Indenture").
WHEREAS, Borrower desires to prepay the Term Loan from a portion of the
proceeds raised from the issuance of the Senior Notes.
WHEREAS, Lender is willing to amend the Loan Agreement and release the Term
Loan and, in connection therewith, to release certain security interests held by
Lender 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. Amendments to the Loan Agreement.
A. Definitions.
1. The second paragraph of Section 1 of the Loan Agreement is hereby
amended by inserting the sentence "Terms that are defined under the
Indenture shall be defined under the Indenture as in effect on August 7,
1997 without giving effect to any amendments, restatements, supplements or
other modifications thereto." immediately after the period in the ninth
line thereof.
2. The definition of "Maximum Credit" set forth in Section 1 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:
"Maximum Credit" shall mean the amount of $55,000,000 minus the
aggregate amount of the "Revolving Loans" and the "Letter of
Credit Accommodations" (as such terms are defined and used in the
DeSoto Loan Agreement).
3. The following definitions are hereby added to Section 1 of the Loan
Agreement in their appropriate alphabetical order:
"Indenture" shall mean that certain Indenture dated August 7,
1997, between the Borrower and The Bank of New York, as trustee.
"Indenture Trustee" shall mean the trustee under the Indenture.
"Indenture Trustee-Lender Intercreditor Agreement" shall mean
that certain Intercreditor Agreement dated August 7, 1997,
between Lender and the Indenture Trustee.
"Permitted Asset Sale" shall mean an Asset Sale (as defined in
the Indenture without giving effect to any modifications,
amendments or other supplements thereto) that (a) does not
include a sale of the Collateral, (b) does not exceed, when
aggregated with all other Permitted Asset Sales by all Affiliates
during the prior twelve month period, $10,000,000, (c) does not
include any real property which is used in Borrower's operations
or on which Collateral is located, and (d) does not occur during
or result in an Event of Default.
"Senior Notes" shall mean those certain Senior Secured Notes due
August 1, 2007 issued pursuant to the terms of the Indenture.
B. Section 3.3 of the Loan Agreement is hereby amended to insert the
following sentences immediately at the end thereof: "Notwithstanding the
foregoing, at any time that there are no, and have not been for the most recent
sixty (60) day period, Revolving Loans or Letter of Credit Accommodations
hereunder or under and as defined in the DeSoto Loan Agreement outstanding, such
$5,000 servicing fee shall be reduced to $2,500 ("Reduced Servicing Fee"). Such
Reduced Servicing Fee shall be immediately increased to $5,000 upon Borrower
incurring any Revolving Loans or Letter of Credit Accommodations hereunder or
under and as defined in the DeSoto Loan Agreement."
C. Section 5.2 of the Loan Agreement is hereby amended to (i) insert the
word "and" between the words "licensee," and "choses" in the fourth line thereof
and (ii) delete the phrase "and existing and future leasehold interests in
equipment, real estate and fixtures" in the fourth and fifth lines thereof.
D. Section 5.3 of the Loan Agreement is hereby amended to insert the phrase
"except for the Trust Money (as defined in and pursuant to the Indenture) or
other property deposited with the Indenture Trustee pursuant to Section 3.5 or
Article VIII of the Indenture or delivered to or received by the Indenture
Trustee for application in accordance with Section 6.11 of the Indenture,"
immediately before the word "all" in the first line thereof.
E. Section 5.5 of the Loan Agreement is hereby deleted in its entirety and
denoted as "[intentionally deleted]".
F. Section 5.8 of the Loan Agreement is hereby deleted in its entirety and
denoted as "[intentionally deleted]".
G. Section 6.3 of the Loan Agreement is hereby amended to insert the
following immediately at the end thereof:
(d) Notwithstanding the foregoing, at Borrower's request,
Borrower shall not be required to comply with subsections 6.3(a)
and 6.3(c) so long as (i) there are no outstanding Obligations
hereunder or under and as defined in the DeSoto Loan Agreement
and (ii) Borrower does not anticipate requesting any Revolving
Loans or Letter of Credit Accommodations hereunder or as defined
in the DeSoto Loan Agreement within the next sixty (60) days;
provided, however, that if Borrower at any time anticipates
requesting such Revolving Loans or Letter of Credit
Accommodations within the next sixty (60) days, Borrower shall
immediately take all actions necessary to immediately come into
compliance with subsections 6.3(a) and 6.3(c) hereof.
H. Section 7.1 of the Loan Agreement is hereby amended to delete the phrase
"and Equipment" immediately prior to the word "acquired" in the seventh line
thereof.
I. Section 7.4 of the Loan Agreement is hereby amended to delete
subsections (a), (d), (e) and (f) thereof.
J. Section 9.7(b) of the Loan Agreement is hereby amended to delete clauses
(ii) and (iii) thereof and substitute the phrase "and (ii) Permitted Asset
Sales, provided that Borrower immediately reports to Lender the terms and
conditions of such Permitted Asset Sale and the amount and use of proceeds
therefrom" in place thereof.
K. Section 9.8 of the Loan Agreement is hereby amended to (i) delete the
first reference to "and" in the last line thereof and (ii) insert the phrase
"(f) the liens and security interests arising pursuant to the Indenture (as in
effect as of August 7, 1997 without giving effect to any amendments,
restatements, supplements or other modifications thereto); (g) liens and
security interests on the Collateral (as defined in the Indenture), provided
that any such lienholder or secured party shall be required to be bound by the
same terms as the Indenture Trustee is bound by the Indenture Trustee-Lender
Intercreditor Agreement; and (h) purchase money liens on and security interests
in equipment, fixtures and real estate created pursuant to the three-year
capital improvements plan described in the section entitled "Capital
Improvements" of the Borrower's final Offering Memorandum filed with the
Securities and Exchange Commission with respect to the Senior Notes, but only if
the holder of each such lien or security interest shall have, prior to the
creation thereof, entered into an agreement with Lender, in form and substance
reasonably acceptable to Lender, to assure Lender access to the Collateral and
the ability to utilize the property subject to such lien or security interest
after an Event of Default on a basis consistent with the terms of the Indenture
Trustee-Lender Intercreditor Agreement" immediately before the period in the
last line thereof.
L. Section 9.9 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:
Indebtedness and Certain Restrictions on Payments. Borrower shall
not, nor permit Caldwell or Fox Valley to, incur, create, assume,
become or be liable in any manner with respect to, or permit to
exist, any obligations or indebtedness, except (a) the
Obligations; (b) trade obligations and normal accruals in the
ordinary course of business not yet due and payable, or with
respect to which the Borrower, Caldwell or Fox Valley (as
applicable) is contesting in good faith the amount or validity
thereof by appropriate proceedings diligently pursued and
available to Borrower, Caldwell or Fox Valley (as applicable),
and with respect to which adequate reserves have been set aside
on its books; (c) purchase money indebtedness (including capital
leases) to the extent not incurred or secured by liens (including
capital leases) in violation of any other provision of this
Agreement; (d) obligations or indebtedness set forth in the
Information Certificate; provided, that, (i) except for (A)
mandatory redemptions of the Senior Notes as a result of a
Permitted Asset Sale required under the Indenture (as in effect
as of August 7, 1997 without giving effect to any amendments,
restatements, supplements or other modifications thereto) and (B)
optional redemptions and defeasance of the Senior Notes as
permitted under the Indenture (as in effect as of August 7, 1997
without giving effect to any amendments, restatements,
supplements or other modifications thereto) which are made at a
time when no Event of Default has occurred and is continuing so
long as there are no outstanding Revolving Loans or Letter of
Credit Accommodations hereunder or under and as defined in the
DeSoto Loan Agreement, Borrower, Caldwell or Fox Valley (as
applicable) may only make regularly scheduled payments of
principal and interest in respect of such indebtedness in
accordance with the terms of the agreement or instrument
evidencing or giving rise to such indebtedness as in effect on
the date hereof, (ii) Borrower, Caldwell and Fox Valley shall
not, directly or indirectly, (A) amend, modify, alter or change
the terms of such indebtedness or any agreement, document or
instrument related thereto as in effect on the date hereof, or
(B) except for (i) mandatory redemptions of the Senior Notes as a
result of a Permitted Asset Sale required under the Indenture (as
in effect as of August 7, 1997 without giving effect to any
amendments, restatements, supplements or other modifications
thereto) and (ii) optional redemptions and defeasance of the
Senior Notes as permitted under the Indenture (as in effect as of
August 7, 1997 without giving effect to any amendments,
restatements, supplements or other modifications thereto) which
are made at a time when no Event of Default has occurred and is
continuing so long as there are no outstanding Revolving Loans or
Letter of Credit Accommodations hereunder or under and as defined
in the DeSoto Loan Agreement, redeem, retire, defease, purchase
or otherwise acquire such indebtedness, or set aside or otherwise
deposit or invest any sums for such purpose, (iii) Borrower,
Caldwell or Fox Valley (as applicable) shall furnish to Lender
all notices or demands in connection with such indebtedness
either received by Borrower, Caldwell or Fox Valley (as
applicable) or on their behalf, promptly after the receipt
thereof, or sent by Borrower, Caldwell or Fox Valley (as
applicable) or on their behalf, concurrently with the sending
thereof, as the case may be, and (iv) at no time shall any such
obligations or indebtedness (A) of Caldwell (other than
indebtedness owed to Borrower and permitted under Section 9.10
hereof) exceed $250,000 and (B) of Fox Valley (other than
indebtedness owed to Borrower and permitted under Section 9.10
hereof) exceed $250,000; (e) indebtedness secured by liens and
security interests on all or a part of the Collateral (as defined
in the Indenture), provided that any such lender shall be
required to be bound by the same terms as the Indenture Trustee
is bound under the Indenture Trustee-Lender Intercreditor
Agreement; and (f) purchase money indebtedness which is secured
by liens and security interests as permitted under Section 9.8(h)
hereof which is incurred in compliance with the Indenture and
which does not cause Borrower to violate the terms of Section
9.13 hereof. Notwithstanding the foregoing, after an Event of
Default, any payments made by Borrower to the Indenture Trustee
for any purpose shall only be made from proceeds of either
Permitted Asset Sales or other sales of assets which are not
Collateral and which do not constitute Asset Sales (as defined in
the Indenture without giving effect to any modifications,
amendments or other supplements thereto) or refinancings, and
none of the proceeds of the Revolving Loan or the Letter of
Credit Accommodations hereunder or under and as defined in the
DeSoto Loan Agreement shall be used for such payments.
M. Section 9.11 of the Loan Agreement is hereby amended to insert the
phrase "Except for (a) dividends on the Borrower's Series A Preferred Stock (the
"Series A Preferred Stock") not to exceed $70,000 per quarter and (b) any
redemption, in whole or in part, of the Series A Preferred Stock outstanding as
of August 7, 1997 not to exceed $3,500,000, in either case so long as no Event
of Default exists or would exist due to any such dividends on or any redemption
of the Series A Preferred Stock," immediately before the word "Borrower" in the
first line thereof.
N. Section 9.10 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:
Revolving Loans, Investments. Guarantees. Etc. Borrower shall
not, directly or indirectly, make any loans or advance money or
property to any person, or invest in (by capital contribution,
dividend or otherwise) or purchase or repurchase the stock or
indebtedness or all or a substantial part of the assets or
property of any person, or guarantee, assume, endorse, or
otherwise become responsible for (directly or indirectly) the
indebtedness, performance, obligations or dividends of any Person
or agree to do any of the foregoing, except: (a) the endorsement
of instruments for collection or deposit in the ordinary course
of business; (b) loans or investments which result from the
conversion of past due accounts receivable into notes or stock,
which notes or stock are delivered and pledged to Lender; (c)
investments in: (i) short-term direct obligations of the United
States Government, (ii) negotiable certificates of deposit issued
by any bank satisfactory to Lender, payable to the order of the
Borrower or to bearer and delivered to Lender, (iii) commercial
paper rated A1 or P l, (iv) the advances and investments as of
December 31, 1995 in Engineered Wire Products, Inc., an Ohio
corporation, and (v) loans or investments of no greater than (i)
$3,000,000 to Fox Valley made available on a revolving credit
basis and evidenced by a subordinated demand note, provided that
Fox Valley is Solvent at the time of such loans or investments,
(ii) $5,000,000 to Caldwell made available on a revolving credit
basis and evidenced by a subordinated demand note, provided that
Caldwell is Solvent at the time of such loans or investments,
(iii)$10,000,000 to DeSoto, Inc. (excluding the initial
investment of approximately $70,000,000 made to initially
capitalize DSO Acquisition Corporation with the contribution of
the Sherman Wire assets plus (X) the value of Borrower's stock
issued in connection with the DeSoto Acquisition and (Y) all
transaction costs related to the DeSoto Acquisition) made
available on a revolving credit basis and evidenced by a
subordinated demand note, provided that DeSoto, Inc. is Solvent
at the time of such loans or investments, and (iv) $8,800,000 to
DeSoto, Inc. made available as a term loan on or about August 7,
1997 to be evidenced by a subordinated demand note; provided,
that, as to any of the foregoing, unless waived in writing by
Lender, Borrower shall take such actions as are deemed necessary
by Lender to perfect the security interest of Lender in such
investments; and (d) the guarantee by Borrower of the obligations
owing to Lender by Joint Venture and the guarantees set forth in
the Information Certificate.
O. The Information Certificate attached to the Loan Agreement is hereby
amended to insert "Indenture - $100,000,000" under the section entitled
"Indebtedness (Section 9.9)".
II. Release of Term Loan. As of the Effective Date hereof, Lender and
Borrower release each other from all obligations under the Term Loan and the
Term Loan shall be of no further force and effect.
III. Conditions to Effectiveness of Second Amendment. This Second Amendment
shall become effective on the date (the "Effective Date") when Borrower shall
satisfy all of the following conditions:
A. Second Amendment. Borrower and Lender shall have duly executed and
delivered this Second Amendment.
B. Indenture and Senior Notes. Borrower shall have duly executed and
delivered the Indenture and the Senior Notes shall have been duly issued
thereunder.
C. Payment of Obligations under Term Loan. Borrower shall prepay the entire
principal balance and all accrued interest of, and pay all fees and other
amounts outstanding under, the Term Loan.
D. Execution of Indenture Trustee-Lender Intercreditor Agreement. The
Indenture Trustee shall have duly authorized, executed and delivered the
Indenture Trustee-Lender Intercreditor Agreement.
E. Additional Matters. Lender shall have received such other certificates,
opinions, documents and instruments relating to the obligations or the
transactions contemplated hereby, by the Indenture and by the Financing
Agreements 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, by the Indenture and by
the Financing Agreements shall be reasonably satisfactory in form and substance
to Lender.
F. Term Loan Termination Fee. Borrower shall have paid Lender the early
termination fee set forth in Section 12.1(c) of the Loan Agreement.
IV. Release of Collateral. As of the Effective Date hereof, Lender shall
release certain mortgages, security interests and other liens in accordance with
this Second Amendment and Lender agrees to deposit documents evidencing the
release thereof with Commonwealth Land Title Insurance Company (the "Title
Company") promptly after the execution hereof by all parties, provided, however,
that such release documentation shall not be so deposited unless and until
Lender shall have received an executed escrow letter (the "Escrow Letter") by
and between Lender and the Title Company, substantially in the form of Exhibit A
attached hereto, providing for, among other things, (i) the execution and
delivery by Lender into escrow with the Title Company, on or prior to the
Effective Date, of all documents, UCC financing statements or other instruments
required by the Escrow Letter and Exhibits A, B and C thereof and (ii) the
recordation and filing in the appropriate jurisdictions by the Title Company of
all such documents, UCC financing statements or other instruments, upon the
terms and subject to the conditions set forth in the Escrow Letter.
V. Representations and Warranties. In order to induce Lender to enter into
this Second Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Second Amendment, which representations and warranties
shall survive the execution and delivery of this Second 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 Second Amendment by
Borrower are within its corporate powers and have been duly authorized by all
necessary corporate action;
C. This Second 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; and
D. All of the representations and warranties contained in the Loan
Agreement and in the other Financing Agreements (other than those which speak
expressly only as of a different date) are true and correct as of the date of
this Second Amendment after giving effect to this Second Amendment.
VI. 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 Second 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 Second Amendment, the
Indenture Trustee-Lender Intercreditor Agreement, 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
Second 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 Second 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 "Releasee") 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 have or hereafter can, shall or may have against any Releasee for, upon or
by reason of any matter, cause or thing whatsoever from the beginning of the
world to the date of this Second Amendment.
D. Counterparts. This Second Amendment may be executed in any number of
counterparts, each such counterpart constituting an original but all together
constitute one and the same instrument.
E. Severability. Any provision contained in this Second 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 Second Amendment in that jurisdiction or the
operation, enforceability or validity of that provision in any other
jurisdiction.
F. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
G. Consent to Amendment to DeSoto Loan Agreement. Borrower hereby consents
to DeSoto entering into that certain First Amendment to Revolving Loan and
Security Agreement dated as of the date hereof under the terms and conditions
set forth therein.
H. Consent to Further Documentation. Borrower hereby consents to the
preparation of a Second Amended and Restated Revolving Loan and Security
Agreement promptly after the Effective Date to, among other things, incorporate
into a single document the modifications to the Loan Agreement set forth in this
Second Amendment.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:
Name:
Title:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
Name:
Title:
Exhibit A
Form of Escrow Letter
August __, 1997
VIA FACSIMILE AND FEDERAL EXPRESS
Mr. Mark Baillie
Commonwealth Land Title Insurance Company
655 Third Avenue, 11th Floor
New York, New York 10017
Re: Second Amendment to Amended and Restated Revolving Loan and Security
Agreement and Release of Term Loan and Security Agreement by and between
Congress Financial Corporation (Central) and Keystone Consolidated
Industries, Inc. and the transactions contemplated thereby
Dear Mr. Baillie:
This letter constitutes the escrow instructions of Congress Financial
Corporation (Central) ("Congress") in connection with the transactions
contemplated by that certain Second Amendment to Amended and Restated Revolving
Loan and Security Agreement and Release of Term Loan and Security Agreement (the
"Second Amendment"), dated as of the date hereof, by and between Congress, as
lender, and Keystone Consolidated Industries, Inc., as borrower ("Keystone"),
and related documents, including the release of certain security interests in
favor of Congress. In connection therewith, S. Jay Novatney of Latham & Watkins,
counsel to Congress, will deliver the following executed original documents to
you:
1. Releases of each of the mortgages set forth on Exhibit A hereto to be filed
in and recorded with the appropriate office(s) in the jurisdictions listed
on Exhibit A;
2. UCC-3 Partial Release Statements as set forth on Exhibit B hereto executed
by Congress to be filed in and recorded with the appropriate office(s) in
the jurisdictions listed on Exhibit B; and
3. UCC-3 Termination Statements as set forth on Exhibit C hereto executed by
Congress to be filed in and recorded with the appropriate offices) in the
jurisdictions listed on Exhibit C.
The documents referred to above (collectively the "Closing Documents") have
been or will be delivered to you in escrow and are to be held in and released
from escrow for recordation solely in accordance with the terms and conditions
of this letter.
We anticipate being in a position to authorize recording on Thursday,
August 7, 1997, or such other date as designated by Congress and Keystone as the
date of the closing of the transactions referred to herein (the "Closing Date").
You will be irrevocably authorized to release the Closing Documents from escrow
and record such Closing Documents in the appropriate jurisdictions only if and
when the following conditions have been met:
A. You receive executed originals of all of the Closing Documents; and
B. You receive facsimile or other written confirmation from any of (i)
Brett Mook, William Bloom, or George Kalesnik of Congress or (ii)
Donald Schwartz, Bradley Kotler or Jay Novatney of Latham & Watkins on
behalf of Congress, that you are instructed and authorized to release
the Closing Documents from escrow and to record same.
If you do not receive the foregoing written instructions by the close of
business on ____________, 1997, you agree to return all of the Closing Documents
to Latham & Watkins, 5800 Sears Tower, Chicago, Illinois 60606, Attention:
_____________and to destroy any and all copies which you may have made thereof,
by the close on business on ___________________, 1997.
After the Closing Date, please send copies of the recorded Closing
Documents, including file stamped copies of all UCC statements, recorded by you
pursuant to this letter, to Latham & Watkins, 5800 Sears Tower, Chicago,
Illinois 60606, Attention: _____________. Please also send copies of the
recorded Closing Documents, including file stamped copies of all UCC statements,
recorded by you pursuant to this letter to Keystone Consolidated Industries,
Inc., Three Lincoln Centre, 5430 LBJ Freeway #1740, Dallas, Texas 75240,
Attention: General Counsel.
All title charges and costs or recording are to be paid by Keystone
directly to you, and Congress is to be held at no expense for the transaction.