BANK1ONE Amendment to Loan Agreement
This agreement is made and entered into on May 17, 2004 , by and between
Engineered Wire Products, Inc. (if more than one, jointly and severally,
"Borrower') and Bank One, Na with its main office in Columbus, OH ("Lender"),
and its successors and assigns.
WHEREAS, Borrower and Lender entered into a Business Loan Agreement (Asset
Based) dated January 5, 2004, as amended (if applicable) (the "Loan Agreement");
and
WHEREAS, Borrower has requested and Lender has agreed to amend the Loan
Agreement as set forth below;
NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
ascribed in the Loan Agreement.
2. MODIFICATION OF LOAN AGREEMENT. Effective as of the date of this agreement
the Loan Agreement is hereby amended as follows:
2.1 The provision in the Loan Agreement captioned "Financial Statements:
Consolidated Financial Reports" in the section captioned "AFFIRMATIVE
COVENANTS" is hereby amended as follows:
The language now reading:
Consolidated Financial Reports, Borrower shall cause Keystone
Consolidated Industries Inc to provide each of the foregoing financial
reports to be prepared on a consolidated basis for Keystone
Consolidated Industries Inc.
is replaced with the following:
Consolidated Financial Reports. Borrower shall cause Keystone
Consolidated Industries, Inc. to provide the Bank with consolidating
financial statement, *which will include financial statements of the
Borrower as part of Keystone Consolidated Industries, Inc. audited
financial statements.
* Such consolidated Financial Statements will be unaudited and include
balance sheet and statement of operations
3. RATIFICATION. Borrower ratifies and reaffirms the Loan Agreement and the Loan
Agreement shall remain in full force and effect as modified herein.
4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
that (a) the representations and warranties contained in the Loan Agreement are
true and correct in all material respects as of the date of this agreement, (b)
no condition, act or event which could constitute an event of default under the
Loan Agreement or any promissory note or credit facility executed in reference
to the Loan Agreement exists, and (c) no condition, event, act or omission has
occurred, which, with the giving of notice or passage of time, would constitute
an event of default under the Loan Agreement or any promissory note or credit
facility executed in reference to the Loan Agreement.
5. FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
disbursements incurred by the Lender in connection with this agreement,
including legal fees incurred by the Lender in the preparation, consummation,
administration and enforcement of this agreement.
6. EXECUTION AND DELIVERY. This agreement shall become effective only after it
is fully executed by the Borrower and the Lender.
7. ACKNOWLEDGEMENTS OF BORROWER. Borrower acknowledges that as of the date of
this agreement it has no offsets with respect to all amounts owed by Borrower to
Lender arising under or related to the Loan Agreement on or prior to the date of
this agreement. Borrower fully, finally and forever releases and discharges the
Lender and its successors, assigns, directors, officers, employees, agents and
representatives from any and all claims, causes of action, debts and
liabilities, of whatever kind or nature, in law or in equity, of Borrower,
whether now known or unknown to Borrower, which may have arisen in connection
with the Loan Agreement or the actions or omissions of Lender related to the
Loan Agreement on or prior to the date hereof. The Borrower acknowledges and
agrees that this agreement is limited to the terms outlined above, and shall not
be construed as an agreement to change any other terms or provisions of the Loan
Agreement. This agree course of dealing or be construed as evidence of any
willingness on the Lender's part to grant other or future agreements, should any
be requested.
8. NOT A NOVATION. This agreement is a modification only and not a novation.
Except for the above-quoted modification(s), the Loan Agreement, any promissory
notes or credit facilities, including those referenced in the Loan Agreement,
reimbursement agreements, security agreements, mortgages, deeds of trust, pledge
agreements, assignments, guaranties, instruments, documents or Related
Documents, as that term is defined in the Loan Agreement, executed in connection
with the Loan Agreement, and all the terms and conditions thereof, shall be and
remain in full force and effect with the changes herein deemed to be
incorporated therein. This agreement is to be considered attached to the Loan
Agreement and made a part thereof This agreement shall not release or affect the
liability of any guarantor of any promissory note or credit facility executed in
reference to the Loan Agreement or release any owner of collateral granted as
security for the Loan Agreement. The validity, priority and enforceability of
the Loan Agreement shall not be impaired hereby. To the extent that any
provision of this agreement conflicts with any term or condition set forth in
the Loan Agreement, or any document executed in conjunction therewith, the
provisions of this agreement shall supersede and control. Lender expressly
reserves all rights against all parties to the Loan Agreement.
Executed by the parties as of May 17, 2004.
LENDER; BORROWER:
Bank One, NA with its main office in Columbus, OH Engineered Wire Products, Inc.
/s/ Timothy P. Turnwald /s/ Bert E. Downing, Jr.
By: Timothy P. Turnwald By: Bert E. Downing, Jr.
Date: 5-17-04 Date: 6-18-04