EIGHTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of November 15, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 1, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders, the Third Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of June 30, 2003 between Keystone and the
Lenders, the Fourth Amendment to Amended and Restated EWP Bridge Loan Agreement
dated as of July 31, 2003 between Keystone and the Lenders, the Fifth Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of August 27, 2003
between Keystone and the Lenders, the Sixth Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of September 30, 2003 and as further amended
by the Seventh Amendment to Amended and Restated EWP Bridge Loan Agreement dated
as of October 31, 2003 between Keystone and the Lenders (collectively, the "Loan
Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier as a
result of acceleration of the maturity, the Loans shall mature on December
31, 2003 (the "Maturity Date"), at which time the outstanding principal
balance of the Loans and all accrued and unpaid interest and commitment
fees shall become due and payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
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.
Section 4. Headings. The section headings contained in this Amendment are
for reference purposes only and will not affect in any way the meaning or
interpretation of this Amendment.
Section 5. Counterparts; Facsimile. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment when executed may be validly delivered by
facsimile or other electronic transmission.
Section 6. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
[Remainder of page intentionally left blank.
Signature page follows.]
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
Bert E. Downing, Jr., Vice President, Chief
Financial Officer, Corporate Controller and
Treasurer
THE LENDERS:
EWP FINANCIAL LLC
By:
Bobby D. O'Brien, Vice President, Chief Financial
Officer and Treasurer
ANNEX I
% of Total
Name of Lender Address of Lender Commitment Commitment
EWP Financial LLC Three Lincoln Centre $6,000,000 100%
5430 LBJ Freeway
Suite 1700
Dallas, Texas 75240
Total Commitment Amount:................................ $6,000,000