AMENDMENT NO. 11
TO
LOAN AND SECURITY AGREEMENT
DATED AS OF SEPTEMBER 7, 1994
THIS AMENDMENT NO. 11 dated as of June 25, 1997 (this "Amendment") is
entered into among BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation
("BABC"), THE BANK OF NEW YORK COMMERCIAL CORPORATION, a New York corporation
("BNYCC"), THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a national banking
association ("Boatmen's") (BABC, BNYCC and Boatmen's and their respective
successors and assigns being sometimes hereinafter referred to collectively as
the "Lenders" and each of BABC, BNYCC and Boatmen's and its successors and
assigns being sometimes hereinafter referred to individually as a "Lender"),
BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as agent for the
Lenders (in such capacity as agent, the "Agent"), LACLEDE STEEL COMPANY, a
Delaware corporation (the "Parent"), LACLEDE CHAIN MANUFACTURING COMPANY, a
Delaware corporation ("Laclede Chain"), and LACLEDE MID AMERICA INC., an
Indiana corporation ("Laclede Mid America") (the Parent, Laclede Chain and
Laclede Mid America being sometimes hereinafter referred to collectively as the
"Borrowers" and each of the Parent, Laclede Chain and Laclede Mid America being
sometimes hereinafter referred to individually as a "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agent are parties to a
certain Loan and Security Agreement dated as of September 7, 1994 (the "Loan
Agreement");
WHEREAS, the Loan Agreement was amended by (a) Amendment Xx. 0 xxxxx
xx xx Xxxxxxxx 00, 0000, (x) Amendment No. 2 dated as of May 10, 1995, (c)
Amendment Xx. 0 xxxxx xx xx Xxxx 0, 0000, (x) Amendment No. 4 dated as of
December 7, 1995, (e) Amendment No. 5 dated as of January 26, 1996, (f)
Amendment No. 6 dated as of June 26, 1996, (g) Amendment No. 7 dated as of July
30, 1996, (h) Amendment No. 8 dated as of November 14, 1996, (i) Amendment No.
9 dated as of February 7, 1997, and (j) Amendment No. 10 dated as of February
26, 1997 (the Loan Agreement, as so amended, being hereinafter referred to as
the "Amended Loan Agreement," capitalized terms used herein without definition
having the meanings given such terms in the Amended Loan Agreement); and
WHEREAS, the Borrowers, the Lenders and the Agent have agreed to
amend the Amended Loan Agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree
as follows:
Section 1. Amendment of the Amended Loan Agreement. Effective as of
June 25, 1997, subject to the fulfillment of the conditions precedent set forth
in Section 2 below, the Amended Loan Agreement is amended to delete the date
"June 30, 1997" contained in Section 10.1(t) thereof and to substitute the date
"March 31, 1998" therefor.
Section 2. Conditions to Amendment. This Amendment shall become
effective upon the (a) receipt by the Agent of six counterparts of this
Amendment, executed by each Borrower and each Lender, and (b) execution of this
Amendment by the Agent.
Section 3. Representations and Warranties. Each Borrower hereby
represents and warrants that (i) this Amendment constitutes a legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, (ii) the representations and warranties contained in
the Amended Loan Agreement are correct in all material respects as though made
on and as of the date of this Amendment, and (iii) no Event of Default has
occurred and is continuing.
Section 4. Reference to and Effect on the Amended Loan Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Amended Loan Agreement to "this Agreement", "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the Amended Loan
Agreement, as amended hereby, and each reference to the Amended Loan Agreement
in any other document, instrument or agreement executed and/or delivered in
connection with the Amended Loan Agreement shall mean and be a reference to the
Amended Loan Agreement, as amended hereby.
(b) Except as specifically amended above, the Amended Loan
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Agent or the
Lenders under the Amended Loan Agreement, nor constitute a waiver of any
provision of the Amended Loan Agreement, except as specifically set forth
herein.
Section 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
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Section 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflicts of
laws provisions) of the State of Illinois.
Section 7. Legal Fees. The Borrowers agree to pay to the Agent, for
its benefit, on demand, all costs and expenses that the Agent pays or incurs in
connection with the negotiation, preparation, consummation, administration,
enforcement and termination of this Amendment, including, without limitation,
the allocated costs of the Agent's in-house counsel fees.
Section 8. Section Titles. The section titles contained in this
Amendment are and shall be without substance, meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of June 25, 1997.
LACLEDE STEEL COMPANY
By: X.X. Xxxx
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
By: X.X. Xxxx
Vice President
LACLEDE MID AMERICA INC.
By: X.X. Xxxx
Vice President
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BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent
By: Xxxxxx X. Xxxxx
Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By: Xxxxxx X. Xxxxx
Vice President
BNY Financial as successor in
interest to THE BANK OF NEW YORK COMMERCIAL CORPORATION, as a Lender
By: R.V. Love
Assistant Vice President
THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS, as a Lender
By: D.C. Look
Assistant Vice President
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LACLEDE STEEL COMPANY
(Registrant)
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Vice President - Finance
Treasurer and Secretary
Duly Authorized Officer and
Principal Financial Officer
Date: August 12, 1997
