SIXTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Sixth Amendment") is entered into as of January 17, 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. Section 1 of the Loan Agreement is hereby amended by adding the
following defined term in the appropriate alphabetical order:
"Fox Valley Asset Sale" shall mean the sale of all or substantially
all of the assets of Fox Valley pursuant to the terms of the Asset
Purchase Agreement (the "Fox Valley Sale Agreement") dated as of
January 12, 2001, by and between Fox Valley and Monroe Acquisition
Corp.
B. Section 9.7 of the Loan Agreement is hereby amended by inserting
the following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the Fox Valley
Asset Sale in accordance with the Fox Valley Sale Agreement so long as the
net proceeds of such sale related to the sale of Accounts and Inventory in
an amount equal to or in excess of $1,294,000 are (a) sent via wire
transfer in immediately available funds to the following account:
Chase Manhattan Bank
4 New York Plaza
New York, NY
ABA 021000021
Congress Financial Corporation (Central)
A/C # 322-020557
Re: Keystone Consolidated Industries,
and (b) applied to the principal balance outstanding under the
Revolving Loans pursuant to Section 6.4 hereof."
C. Section 9.20 of the Loan Agreement is hereby amended by inserting
the following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the Fox Valley
Asset Sale in accordance with the Fox Valley Sale Agreement so long as the
net proceeds of such sale related to the sale of Accounts and Inventory in
an amount equal to or in excess of $1,294,000 are (a) sent via wire
transfer in immediately available funds to the account described in Section
9.7 hereof and (b) applied to the principal balance outstanding under the
Revolving Loans pursuant to Section 6.4 hereof."
D. Schedule 8.4 and the Information Certificate of the Loan Agreement
are hereby amended and restated as Schedule 8.4 and the Information
Certificate attached hereto. Lender acknowledges and accepts such revised
Information Certificate and Schedule 8.4 as being effective as of the date
hereof for all transactions with Lender after the date hereof.
II. Conditions to Effectiveness of Sixth Amendment. This Sixth Amendment
shall become effective on the date (the "Effective Date") when Borrower shall
satisfy all of the following conditions:
A. Sixth Amendment. Borrower and Lender shall have duly executed and
delivered this Sixth Amendment.
B. Fox Valley Asset Sale. The Fox Valley Asset Sale shall have been
completed with the terms of the Fox Valley Sale Agreement in form and
substance satisfactory to Lender, in its sole discretion, and Lender shall
be satisfied, in its sole discretion, that the net proceeds of the Fox
Valley Asset Sale related to the sale of Accounts and Inventory in an
amount equal to or in excess of $1,294,000 (a) have been sent via wire
transfer in immediately available funds to the account described in Section
9.7 hereof and (b) shall be applied to the principal balance outstanding
under the Revolving Loans pursuant to Section 6.4 hereof.
C. 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 Sixth Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Sixth Amendment, which representations and warranties
shall survive the execution and delivery of this Sixth 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 Sixth Amendment by
Borrower are within its corporate powers and have been duly authorized by
all necessary corporate action;
C. this Sixth 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;
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 Sixth Amendment after giving effect to this Sixth Amendment;
and
E. as of the date hereof and following the consummation of the Fox
Valley Asset Sale, Borrower is not and will not be in breach of any
provision of the Indenture, including, without limitation, Section 4.16
thereof.
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 Sixth
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
Sixth 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 Sixth 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 Sixth 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
has 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 Sixth Amendment.
D. Counterparts. This Sixth 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 Sixth 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 Sixth Amendment in that
jurisdiction or the operation, enforceability or validity of that provision
in any other jurisdiction.
F. GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Sixth
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
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 Sixth 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
----------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
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 Sixth 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
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
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 Sixth 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
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------