SECOND AMENDMENT TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
THIS SECOND AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
"Amendment") is entered into as of this 31st day of December, 2004 by and among
Keystone Consolidated Industries, Inc., a Delaware corporation (the "Company"),
FV Steel and Wire Company, a Wisconsin corporation ("FV Steel"), Sherman Wire
Company (f/k/a DeSoto, Inc.), a Delaware corporation ("Sherman Wire"), Sherman
Wire of Caldwell, Inc., a Nevada corporation ("Caldwell"), J.L. Prescott
Company, a New Jersey corporation ("Prescott"), DeSoto Environmental Management,
Inc., a Delaware corporation ("DeSoto"; the Company, FV Steel, Sherman Wire,
Caldwell, Prescott and DeSoto are, collectively, the "Borrowers" and each,
individually, a "Borrower"), the Lenders (as such term is defined below) party
hereto, and EWP Financial LLC, a Delaware limited liability company ("EWP
Financial"), in its capacity as agent for the Lenders (the "Agent"). Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement (as such term is defined below).
RECITALS
WHEREAS, on February 26, 2004, the Borrowers filed voluntary petitions for
relief under the Bankruptcy Code with the Bankruptcy Court;
WHEREAS, on February 27, 2004, the Borrowers entered into that certain
Debtor-In-Possession Credit Agreement among the Borrowers, entities party
thereto from time to time as lenders (the "Lenders"), and the Agent, as amended
by the First Amendment to Debtor-in-Possession Credit Agreement effective as of
October 1, 2004 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), pursuant to which the Lenders agreed to
make funds available to the Borrowers from time to time in accordance with the
terms and conditions set forth therein;
WHEREAS, the Borrowers wish to amend the terms of the Credit Agreement; and
WHEREAS, the Agent and the Lenders are willing to amend the Credit
Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENT.
The definition of "Expiration Date" in Article I of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:
"Expiration Date" means (a) the earliest of (i) July 31, 2005, (ii) the
Plan Effective Date, (iii) the dismissal of the Case, (iv) closing of a Sale of
EWP, (v) Lenders' election, in their sole discretion, to terminate the
Commitments upon the occurrence and during the continuance of an Event of
Default, or (vi) the maturity date of the Congress DIP Facility including any
extension thereof; or (b) such later date as may be selected by all of the
Lenders in their sole discretion and without further order of the Bankruptcy
Court.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
Each Borrower hereby represents and warrants to the Agent and the Lenders
that, as of the date hereof and after giving effect to this Amendment:
2.1 Subject to authorization or approval by the Bankruptcy Court, this
Amendment and the Credit Agreement, as amended hereby, constitute legal, valid
and binding agreements of such Borrower, enforceable against such Borrower in
accordance with their respective terms.
2.2 All representations and warranties set forth in the Credit Agreement
shall be true and correct as of the date of delivery of this Amendment, and upon
the effectiveness of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct in all
material respects as of such earlier date.
2.3 No Default or Event of Default shall have occurred and be continuing
under the Credit Agreement.
SECTION 3. MISCELLANEOUS.
3.1 This Amendment may be executed in one or more counterparts and when
signed by all of the parties to this Amendment shall constitute a single binding
agreement. Delivery of a counterpart of this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
3.2 Except as expressly provided in this Amendment, the terms and
provisions of the Credit Agreement shall remain in full force and effect and are
hereby affirmed, confirmed and ratified in all respects.
3.3 Any term, covenant or agreement of this Amendment may be amended only
by a written amendment executed by the parties hereto.
3.4 On or after the effective date hereof, each reference in the Credit
Agreement to this "Agreement", "hereof" or words of like import and all
references in any agreements to the Credit Agreement shall, unless the context
otherwise requires, be deemed to refer to the Credit Agreement as amended
hereby.
3.5 The Borrowers agree to pay the Agent and the Lenders for all of their
costs, fees and expenses (including reasonable fees and expenses of legal
counsel) incurred in the preparation, documentation and negotiation of this
Amendment.
3.6 This Amendment shall be binding upon the Borrowers, the Lenders, and
the Agent and their respective successors and assigns, and shall inure to the
benefit of the Borrowers, the Lenders and the Agent and the benefit of their
respective successors and assigns. This Amendment and the rights and duties of
the parties hereto shall be construed and determined 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.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Amendment has been executed and delivered as of
the date first set forth above.
BORROWERS:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:________________________________________
Name:______________________________________
Title:_______________________________________
FV STEEL AND WIRE COMPANY
By:________________________________________
Name:______________________________________
Title:_______________________________________
SHERMAN WIRE COMPANY
By:________________________________________
Name:______________________________________
Title:_______________________________________
SHERMAN WIRE OF CALDWELL, INC.
By:________________________________________
Name:______________________________________
Title:_______________________________________
J.L. PRESCOTT COMPANY
By:________________________________________
Name:______________________________________
Title:_______________________________________
[signature page to Second Amendment to Debtor-In-Possession Credit Agreement]
DESOTO ENVIRONMENTAL MANAGEMENT, INC.
By:________________________________________
Name:______________________________________
Title:_______________________________________
AGENT AND LENDERS:
-----------------
EWP FINANCIAL LLC, as Agent and as a Lender
By:________________________________________
Name:______________________________________
Title:_______________________________________
[signature page to Second Amendment to Debtor-In-Possession Credit Agreement]