FOURTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Fourth Amendment") is entered into as of December 31, 1999, 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 to
reflect the renewal of the Loan Agreement and to provide further financial
accommodations under 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. AMENDMENTS TO THE LOAN AGREEMENT
A. The definition of "Inventory Cap Adjustment" in Section 1 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:
"Inventory Cap Adjustment" shall mean, at any time, the amount, if
any, by which the Inventory Utilization exceeds $30,000,000.
B. The definition of "Maximum Credit" in Section 1 of the Loan Agreement
is hereby amended and restated in its entirety to read as follows:
"Maximum Credit" shall mean the amount of $60,000,000.
C. The definition of "Prime Rate" in Section 1 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:
"Prime Rate" shall mean the rate from time to time publicly announced
by First Union National Bank, or its successors, at its office in
Charlotte, North Carolina, as its prime rate, whether or not such
announced rate is the best rate available at such bank.
D. Section 1 of the Loan Agreement is hereby amended by adding the
following defined terms in the appropriate alphabetical order:
"Adjusted Eurodollar Rate" shall mean, with respect to each Interest
Period for any Eurodollar Rate Loan, the rate per annum (rounded
upwards, if necessary, to the next one-sixteenth (1/16) of one (1%)
percent) determined by dividing (a) the Eurodollar Rate for such
Interest Period by (b) a percentage equal to: (i) one (1) minus (ii)
the Reserve Percentage. For purposes hereof, "Reserve Percentage"
shall mean the reserve percentage, expressed as a decimal, prescribed
by any United States or foreign banking authority for determining the
reserve requirement which is or would be applicable to deposits of
United States dollars in a non-United States or an international
banking office of Reference Bank used to fund a Eurodollar Rate Loan
or any Eurodollar Rate Loan made with the proceeds of such deposit,
whether or not the Reference Bank actually holds or has made any such
deposits or loans. The Adjusted Eurodollar Rate shall be adjusted on
and as of the effective day of any change in the Reserve Percentage.
"Business Day" shall mean any day other than a Saturday, Sunday, or
other day on which commercial banks are authorized or required to
close under the laws of the States of New York or Illinois or the
Commonwealth of Pennsylvania, and a day on which the Reference Bank
and Lender are open for the transaction of business, except that if a
determination of a Business Day shall relate to any Eurodollar Rate
Loans, the term Business Day shall also exclude any day on which banks
are closed for dealings in dollar deposits in the London interbank
market or other applicable Eurodollar Rate market.
"Eurodollar Rate Loans" shall mean any Loans or portion thereof on
which interest is payable based on the Adjusted Eurodollar Rate in
accordance with the terms hereof.
"Eurodollar Rate" shall mean with respect to the Interest Period for a
Eurodollar Rate Loan, the interest rate per annum equal to the
arithmetic average of the rates of interest per annum (rounded
upwards, if necessary, to the next one-sixteenth (1/16) of one (1%)
percent) at which Reference Bank is offered deposits of United States
dollars in the London interbank market (or other Eurodollar Rate
market selected by Borrower and approved by Lender) on or about 9:00
a.m. (New York time) two (2) Business Days prior to the commencement
of such Interest Period in amounts substantially equal to the
principal amount of the Eurodollar Rate Loans requested by and
available to Borrower in accordance with this Agreement, with a
maturity of comparable duration to the Interest Period selected by
Borrower.
"Interest Period" shall mean for any Eurodollar Rate Loan, a period of
approximately one (1), two (2), or three (3) months duration as
Borrower may elect, the exact duration to be determined in accordance
with the customary practice in the applicable Eurodollar Rate market;
provided, that, Borrower may not elect an Interest Period which will
end after the last day of the then-current term of this Agreement.
"Interest Rate" shall mean, as to Prime Rate Loans, a rate of one-half
of one percent (.5%) per annum in excess of the Prime Rate and, as to
Eurodollar Rate Loans, a rate of two and one-half of one percent
(2.5%) percent per annum in excess of the Adjusted Eurodollar Rate
(based on the Eurodollar Rate applicable for the Interest Period
selected by Borrower as in effect three (3) Business Days after the
date of receipt by Lender of the request of Borrower for such
Eurodollar Rate Loans in accordance with the terms hereof, whether
such rate is higher or lower than any rate previously quoted to
Borrower); provided, that, the Interest Rate shall mean the rate of
two and one-half of one percent (2.5%) per annum in excess of the
Prime Rate as to Prime Rate Loans and the rate of four and one-half of
one percent (4.5%) per annum in excess of the Adjusted Eurodollar Rate
as to Eurodollar Rate Loans, at Lender's option, without notice, (a)
for the period (i) from and after the date of termination or
non-renewal hereof until Lender has received full and final payment of
all obligations (notwithstanding entry of a judgment against Borrower)
and (ii) from and after the date of the occurrence of an Event of
Default for so long as such Event of Default is continuing as
determined by Lender, and (b) on the Revolving Loans at any time
outstanding in excess of the amounts available to Borrower under
Section 2 (whether or not such excess(es), arise or are made with or
without Lender's knowledge or consent and whether made before or after
an Event of Default).
"Prime Rate Loans" shall mean any Loans or portion thereof on which
interest is payable based on the Prime Rate in accordance with the
terms thereof.
"Reference Bank" shall mean First Union National Bank or such other
bank as Lender may from time to time designate.
E. Section 2.1(a) of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
2.1 REVOLVING LOANS.
(a) Subject to, and upon the terms and conditions contained
herein, Lender may, in its sole discretion, agree to make
Revolving Loans to Borrower from time to time in amounts
requested by Borrower up to the amount which is equal to the sum
of:
(i) the sum of:
(A) eighty-five percent (85%) of the Net Amount of Eligible
Borrower Accounts, plus
(B) the sum of (a) sixty percent (60%) of the value of
Eligible Borrower Inventory which constitutes finished goods
and (b) the sum of fifty-five percent (55%) of Eligible
Borrower Inventory excluding finished goods; plus
(ii) provided that Caldwell is Solvent at the time of the
proposed Revolving Loans, the sum of:
(A) the lesser of $3,500,000, or
(B) (i) eighty-five percent (85%) of Eligible Caldwell
Accounts; plus (ii) the sum of (x) sixty percent (60%) of
the value of Eligible Caldwell Inventory which constitutes
finished goods and (y) fifty-five percent (55%) of the value
of Eligible Caldwell Inventory, excluding finished goods;
plus
(iii) provided that Fox Valley is Solvent at the time of the
proposed Revolving Loans, the sum of:
(A) the lesser of $2,500,000, or
(B) (I) EIGHTY-FIVE PERCENT (85%) OF ELIGIBLE FOX ACCOUNTS; PLUS (ii)
the sum of (x) sixty percent (60%) of Eligible Fox Valley Inventory which
constitutes finished goods and (y) fifty-five percent (55%) of the value of
Eligible Fox Valley INVENTORY, EXCLUDING FINISHED GOODS; LESS
(IV) ANY AVAILABILITY RESERVES; LESS
(v) the Inventory Cap Adjustment (the calculation determined
in this Section 2.1(a) is hereinafter referred to as the
"Borrowing Base")
F. Section 3.1 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
3.1 Interest.
(a) Borrower shall pay to Lender interest on the outstanding
principal amount of the non-contingent Obligations at the
Interest Rate applicable to Prime Rate Loans. All interest
accruing hereunder on and after the date of any Event of Default
or termination or non-renewal hereof shall be payable on demand.
(b) Borrower may from time to time request that Prime Rate Loans
be converted to Eurodollar Rate Loans or that any existing
Eurodollar Rate Loans continue for an additional Interest Period.
Such request from Borrower shall specify the amount of the Prime
Rate Loans which will constitute Eurodollar Rate Loans (subject
to the limits set forth below) and the Interest Period to be
applicable to such Eurodollar Rate Loans. Subject to the terms
and conditions contained herein, three (3) Business Days after
receipt by Lender of such a request from Borrower, such Prime
Rate Loans shall be converted to Eurodollar Rate Loans or such
Eurodollar Rate Loans shall continue, as the case may be,
provided, that, (i) no Event of Default, or event which with
notice or passage of time or both would constitute an Event of
Default exists or has occurred and is continuing, (ii) no party
hereto shall have sent any notice of termination or non-renewal
of this Agreement, (iii) Borrower shall have complied with such
customary procedures as are established by Lender and specified
by Lender to Borrower from time to time for requests by Borrower
for Eurodollar Rate Loans, (iv) no more than four (4) Interest
Periods may be in effect at any one time, (v) the aggregate
amount of the Eurodollar Rate Loans must be in an amount not less
than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, (vi) the maximum amount of the Eurodollar Rate Loans at
any time requested by Borrower shall not exceed the amount equal
to eighty (80%) percent of the lowest principal amount of the
Revolving Loans which it is anticipated will be outstanding
during the applicable Interest Period as determined by Lender
(but with no obligation of Lender to make such Revolving Loans)
and (vii) Lender shall have determined that the Interest Period
or Adjusted Eurodollar Rate is available to Lender through the
Reference Bank and can be readily determined as of the date of
the request for such Eurodollar Rate Loan by Borrower. Any
request by Borrower to convert Prime Rate Loans to Eurodollar
Rate Loans or to continue any existing Eurodollar Rate Loans
shall be irrevocable. Notwithstanding anything to the contrary
contained herein, Lender and Reference Bank shall not be required
to purchase United States Dollar deposits in the London interbank
market or other applicable Eurodollar Rate market to fund any
Eurodollar Rate Loans, but the provisions hereof shall be deemed
to apply as if Lender and Reference Bank had purchased such
deposits to fund the Eurodollar Rate Loans.
(c) Any Eurodollar Rate Loans shall automatically convert to
Prime Rate Loans upon the last day of the applicable Interest
Period, unless Lender has received and approved a request to
continue such Eurodollar Rate Loan at least three (3) Business
Days prior to such last day in accordance with the terms hereof.
Any Eurodollar Rate Loans shall, at Lender's option, upon notice
by Lender to Borrower, convert to Prime Rate Loans in the event
that (i) an Event of Default or event which, with the notice or
passage of time, or both, would constitute an Event of Default,
shall exist, (ii) this Agreement shall terminate or not be
renewed, or (iii) the aggregate principal amount of the Prime
Rate Loans which have previously been converted to Eurodollar
Rate Loans or existing Eurodollar Rate Loans continued, as the
case may be, at the beginning of an Interest Period shall at any
time during such Interest Period exceed either (A) the aggregate
principal amount of the Loans then outstanding, or (B) the
Revolving Loans then available to Borrower under Section 2
hereof. Borrower shall pay to Lender, upon demand by Lender (or
Lender may, at its option, charge any loan account of Borrower)
any amounts required to compensate Lender, the Reference Bank or
any participant with Lender for any loss (including loss of
anticipated profits), cost or expense incurred by such person, as
a result of the conversion of Eurodollar Rate Loans to Prime Rate
Loans pursuant to any of the foregoing.
(d) Interest shall be payable by Borrower to Lender monthly in
arrears not later than the first day of each calendar month and
shall be calculated on the basis of a three hundred sixty (360)
day year and actual days elapsed. The interest rate on
non-contingent Obligations (other than Eurodollar Rate Loans)
shall increase or decrease by an amount equal to each increase or
decrease in the Prime Rate effective on the first day of the
month after any change in such Prime Rate is announced based on
the Prime Rate in effect on the last day of the month in which
any such change occurs. In no event shall charges constituting
interest payable by Borrower to Lender exceed the maximum amount
or the rate permitted under any applicable law or regulation, and
if any such part or provision of this Agreement is in
contravention of any such law or regulation, such part or
provision shall be deemed amended to conform thereto.
G. Section 3.3 of the Loan Agreement is hereby amended by deleting the
reference to "$5,000" and inserting "two thousand five hundred dollars
($2,500)" in place thereof.
H. Section 3 of the Loan Agreement is hereby amended by adding, at the
end of such section the following Section 3.4:
3.4 Changes in Laws and Increased Costs of Loans.
(a) Notwithstanding anything to the contrary contained herein,
all Eurodollar Rate Loans shall, upon notice by Lender to
Borrower, convert to Prime Rate Loans in the event that (i) any
change in applicable law or regulation (or the interpretation or
administration thereof) shall either (A) make it unlawful for
Lender, Reference Bank or any participant to make or maintain
Eurodollar Rate Loans or to comply with the terms hereof in
connection with the Eurodollar Rate Loans, or (B) shall result in
the increase in the costs to Lender, Reference Bank or any
participant of making or maintaining any Eurodollar Rate Loans by
an amount deemed by Lender to be material, or (C) reduce the
amounts received or receivable by Lender in respect thereof, by
an amount deemed by Lender to be material or (ii) the cost to
Lender, Reference Bank or any participant of making or
maintaining any Eurodollar Rate Loans shall otherwise increase by
an amount deemed by Lender to be material. Borrower shall pay to
Lender, upon demand by Lender (or Lender may, at its option,
charge any loan account of Borrower) any amounts required to
compensate Lender, the Reference Bank or any participant with
Lender for any loss (including loss of anticipated profits), cost
or expense incurred by such person as a result of the foregoing,
including, without limitation, any such loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such person to make or maintain the
Eurodollar Rate Loans or any portion thereof. A certificate of
Lender setting forth the basis for the determination of such
amount necessary to compensate Lender as aforesaid shall be
delivered to Borrower and shall be conclusive, absent manifest
error.
(b) If any payments or prepayments in respect of the Eurodollar
Rate Loans are received by Lender other than on the last day of
the applicable Interest Period (whether pursuant to acceleration,
upon maturity or otherwise), including any payments pursuant to
the application of collections under Section 6.3 or any other
payments made with the proceeds of Collateral, Borrower shall pay
to Lender upon demand by Lender (or Lender may, at its option,
charge any loan account of Borrower) any amounts required to
compensate Lender, the Reference Bank or any participant with
Lender for any additional loss (including loss of anticipated
profits), cost or expense incurred by such person as a result of
such prepayment or payment, including, without limitation, any
loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such person
to make or maintain such Eurodollar Rate Loans or any portion
thereof.
I. Section 12.1(a) is hereby amended and restated in its entirety to
read as follows:
(a) This Agreement and the other Financing Agreements shall
continue in full force and effect for a term ending on the date
December 31, 2001 (the "Renewal Date"), with the Renewal Date
being extended on each Renewal Date to the date which is the year
after the then current Renewal Date unless sooner terminated
pursuant to the terms hereof. Lender or Borrower (subject to
Lender's right to extend the Renewal Date as provided above) may
terminate this Agreement and the other Financing Agreements
effective on the Renewal Date or on the anniversary of the
Renewal Date in any year by giving to the other party at least
sixty (60) days prior written notice; provided, that, this
Agreement and all other Financing Agreements must be terminated
simultaneously. Upon the effective date of termination or
non-renewal of the Financing Agreements, Borrower shall pay to
Lender, in full, all outstanding and unpaid Obligations and shall
furnish cash collateral to Lender in such amounts as Lender
determines are reasonably necessary to secure Lender from loss,
cost, damage or expense, including attorneys' fees and legal
expenses, in connection with any contingent Obligations,
including issued and outstanding Letter of Credit Accommodations
and checks or other payments provisionally credited to the
Obligations and/or as to which Lender has not yet received final
and indefeasible payment. Such cash collateral shall be remitted
by wire transfer in Federal funds to such bank account of Lender,
as Lender may, in its discretion, designate in writing to
Borrower for such purpose. Interest shall be due until and
including the next business day, if the amounts so paid by
Borrower to the bank account designated by Lender are received in
such bank account later than 12:00 noon, Chicago time.
J. Section 12.1(c) is hereby amended and restated in its entirety to read
as follows:
(c) If for any reason this Agreement is terminated by the Borrower
prior to the end of the then current term or renewal term of this
Agreement, in view of the impracticality and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as
to a reasonable calculation of Lender's lost profits as a result
thereof, Borrower agrees to pay to Lender, upon the effective date of
such termination, an early termination fee equal to (i) two percent
(2%) of the outstanding balance of the Revolving Loans if such
termination occurs on or prior to December 31, 2000 and (ii) one
percent (1%) of the outstanding balance of the Revolving Loans if such
termination occurs after December 31, 2000 but prior to the end of the
then current term or renewal term of this Agreement. Such early
termination fee shall be presumed to be the amount of damages
sustained by Lender as a result of such early termination and Borrower
agrees that it is reasonable under the circumstances currently
existing. The early termination fee provided for in this Section 12.1
shall be deemed included in the Obligations.
II. CONDITIONS TO EFFECTIVENESS OF FOURTH AMENDMENT. This Fourth Amendment
shall become effective on the date (the "Effective Date") when Borrower
shall satisfy all of the following conditions:
A. FOURTH AMENDMENT. Borrower and Lender shall have duly executed and
delivered this Fourth Amendment.
B. FEE. Lender shall have received a payment of One Hundred Thousand and
No/100 Dollars ($100,000) as a fee for the renewal of the Loan
Agreement and for Lender's execution of this Fourth Amendment.
C. ADDITIONAL MATTERS. Lender shall have received such other
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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 Fourth Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Fourth Amendment, which representations and
warranties shall survive the execution and delivery of this Fourth
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 Fourth Amendment
by Borrower are within its corporate powers and have been duly
authorized by all necessary corporate action;
C. this Fourth 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; and
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 Fourth Amendment after giving
effect to this Fourth Amendment.
V. MISCELLANEOUS.
A. EFFECT; RATIFICATION. The amendments set forth herein are
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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 Fourth 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
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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 Fourth
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 Fourth 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
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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 Fourth 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 Fourth
Amendment.
D. COUNTERPARTS. This Fourth 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 Fourth 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 Fourth Amendment in that jurisdiction or the
operation, enforceability or validity of that provision in any
other jurisdiction.
F. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
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S-1 IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
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 Amendment No. 4 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. The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment and acknowledges and agrees that the Guarantee applies to the
Obligations owed by Borrower under and pursuant to the Loan Agreement, as
amended by the Amendment, including, without limitation, the increase in the
definitions of Inventory Cap Adjustment and Maximum Credit to $30,000,000 and
$60,000,000 respectively.
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 Amendment No. 4 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. The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment and acknowledges and agrees that the Guarantee applies to the
Obligations owed by Borrower under and pursuant to the Loan Agreement, as
amended by the Amendment, including, without limitation, the increase in the
definitions of Inventory Cap Adjustment and Maximum Credit to $30,000,000 and
$60,000,000 respectively.
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 Amendment No. 4 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. The Guarantor hereby acknowledges and agrees
to the increase in the amount of maximum credit extended to Borrower pursuant to
the Amendment and acknowledges and agrees that the Guarantee applies to the
Obligations owed by Borrower under and pursuant to the Loan Agreement, as
amended by the Amendment, including, without limitation, the increase in the
definitions of Inventory Cap Adjustment and Maximum Credit to $30,000,000 and
$60,000,000 respectively.
FOX VALLEY STEEL AND WIRE COMPANY
BY
NAME:
TITLE:
(A) Relates to the acquisition of EWP.
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