THIRTEENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS THIRTEENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of November 17, 2003, 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. Subsection (d) of the definition of "Eligible Borrower Inventory" in
Section 1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
B. Subsection (d) of the definition of "Eligible Caldwell Inventory" in
Section 1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
C. Subsection (d) of the definition of "Eligible Fox Valley Inventory" in
Section 1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
D. Section 2.4(a) of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
(a) Lender is making a Term Loan to Borrower in the original
principal amount of $6,500,000. The Term Loan is (a) evidenced by
a Term Loan promissory note in such original principal amount to
be duly executed and delivered by Borrower to Lender on the date
of such borrowing; (b) to be repaid, together with interest and
other amounts, in accordance with this Agreement, the Term Loan
promissory note, and the other Financing Agreements and (c)
secured by all of the Collateral. The principal amount of the
Term Loan shall be repaid in forty-eight (48) consecutive monthly
installments (or earlier as provided herein) payable on the first
day of each month commencing [December 1, 2003], of which the
first forty-seven (47) installments shall each be in the amount
of $135,417 and the last installment shall be in the amount of
the entire unpaid balance of the Term Loan and shall be payable
on the Renewal Date.
II. Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the date (the "Effective Date") when Borrower shall
satisfy all of the following conditions:
A. Amendment. Borrower and Lender shall have duly executed and
delivered this Amendment.
B. Amended and Restated Term Note. Borrower shall have delivered to
Lender a fully executed Amended and Restated Term Note, in form
and substance satisfactory to Lender.
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.
III. Covenants. Within thirty (30) days following the Effective Date,
Borrower shall deliver to Lender a fully executed copy of a Mortgage
Modification with respect to each existing Mortgage on Borrower's
owned Real Estate, in form and substance satisfactory to Lender, and
with respect to all existing title policies insuring Lender's Lien on
the Mortgaged Real Property, endorsements issued by the Title Company
insuring that Lender's Lien (and the priority thereof) is not impacted
by this Agreement.
Notwithstanding the occurrence of the Effective Date, the effect of the
Amendment set forth in Article I above shall be revoked, terminated and be of no
further force or effect if such requirements set forth in Article III above
shall not have been met within the time period set forth above.
IV. Representations and Warranties. In order to induce Lender to enter
into this Amendment, Borrower represents and warrants to Lender, upon
the effectiveness of this Amendment, which representations and
warranties shall survive the execution and delivery of this 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 Amendment by
Borrower are within its corporate powers and have been duly
authorized by all necessary corporate action; and
C. this 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.
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 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 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
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 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 "Released Party") 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 Released Party for, upon or by
reason of any matter, cause or thing whatsoever from the beginning of
the world to the date of this Amendment.
D. Counterparts. This 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 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 Amendment in that
jurisdiction or the operation, enforceability or validity of that
provision in any other jurisdiction.
F. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
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[Signature Page to Thirteenth Amendment To Amended And Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this 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 Thirteenth 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 Thirteenth 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 Thirteenth 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.
FV STEEL AND WIRE COMPANY
By
Name:
Title: