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EXHIBIT 4(f)
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT dated as of
October 3, 2000 (this "Amendment") is entered into among BANK OF AMERICA,
NATIONAL ASSOCIATION ("B of A"), as successor to BankAmerica Business Credit,
Inc., Bank of America, National Trust and Savings Association and NationsBank,
N.A., and GMAC COMMERCIAL CREDIT LLC, a New York limited liability company
("GMAC"), as successor to BNY Financial Corporation, formerly known as Bank of
New York Commercial Corporation, (B of A and GMAC and their respective
successors and assigns being sometimes hereinafter referred to collectively as
the "Lenders" and each of B of A and GMAC and its successors and assigns being
sometimes hereinafter referred to individually as a "Lender"), B of A (as
successor to BankAmerica Business Credit, Inc. and Bank of America, National
Trust and Savings Association), as agent for the Lenders (in such capacity as
agent, the "Agent"), LACLEDE STEEL COMPANY, a Delaware corporation, as debtor
and debtor-in-possession (the "Parent"), LACLEDE CHAIN MANUFACTURING COMPANY, a
Delaware corporation, as debtor and debtor-in-possession ("Laclede Chain"), and
LACLEDE MID AMERICA INC., an Indiana corporation, as debtor and
debtor-in-possession ("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 December 1, 1998, as amended by
Amendment No. 1 dated as of December 23, 1998, Amendment No. 2 dated as of July
1, 1999, Amendment No. 3 dated as of December 17, 1999 and Amendment No. 4 dated
as of June 27, 2000 (such Loan and Security Agreement, as so amended, the "Loan
Agreement," capitalized terms used herein without definition having the meanings
given such terms in the Loan Agreement, as amended by this Amendment); and
WHEREAS, the Borrowers, the Lenders and the Agent have agreed to amend
the 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 Loan Agreement. Subject to the fulfillment
of the conditions precedent set forth in Section 3 below, the Loan Agreement is
amended as follows:
(a) Section 1.1 is hereby amended by deleting the existing definition
of "Supplies Inventory Sublimit Amount" and replacing it with the
following:
"Supplies Inventory Sublimit Amount" means the amount set forth below
for the period indicated:
Period Amount
------ ------
Effective date of Amendment
No. 5 hereto through
December 31, 2000 $4,000,000
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In determining the Eligibility Inventory that is subject to the Supplies
Inventory Sublimit Amount, zinc and pipe couplings will be treated as raw
materials rather than supplies.
(b) Section 1.1 is further amended by amending and restating the
definition of "Stated Termination Date" as follows:
"Stated Termination Date" means December 31, 2000.
(c) Section 8.22 is amended and restated as follows:
8.22 Capital Expenditures. Neither the Parent nor any of its
Subsidiaries shall make or incur any Capital Expenditure, if, after giving
effect thereto, the aggregate amount of all Capital Expenditures by the
Parent and its Subsidiaries on a consolidated basis, determined as of the
end of each period listed below, would exceed the following:
Period Capital Expenditures
------ --------------------
Twenty-one month period ending 09/30/00 $10,500,000
Twenty-four month period ending 12/31/00 $10,500,000
(d) Section 8.24 is amended and restated as follows:
8.24 Cash Available for Fixed Charges. The Borrowers will
maintain Cash Available for Fixed Charges, determined as of the end of
each period listed below for the period indicated, of not less than
the following:
Cash Available for
------------------
Period Fixed Charges
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Twenty-two month period ending 09/30/00 $3,000,000
Twenty-five month period ending 12/31/00 $3,000,000
In determining Cash Available for Fixed Charges, non-cash pension expense other
than service costs will not be deducted from net earnings.
(e) Section 8.25 is amended and restated as follows:
8.25 Direct Contribution. The Direct Contribution of the Xxxxx
Steel Operations will not be less than the following amounts for the
following periods:
Period Amount
------ ------
Twenty-one months ending 09/30/00 $2,200,000
Twenty-four months ending 12/31/00 $2,200,000
In determining Direct Contribution, non-cash pension expense other than service
costs will not be deducted from net income.
Section 2. Fees. The Parent hereby covenants and agrees to pay to
the Agent, for the benefit of the Lenders, in consideration for the Agent and
the Lenders entering into this Amendment, the following fees:
(a) An extension fee in the principal amount of $250,000 which
shall be due and payable by the Parent on the earliest to occur of: (i) the sale
of substantially all of the assets or capital
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stock of Laclede Mid America (the "Sale Transaction"), (ii) the repayment in
full by the Parent of all principal, interest, fees and premiums, if any, on all
Loans outstanding under the Loan Agreement and the termination thereof by the
parties and (iii) December 31, 2000.
(b) In the event that the Parent does not consummate the Sale
Transaction on or prior to December 31, 2000, a fee in the amount of $250,000
which shall be due and payable by the Parent on December 31, 2000 in addition to
all Obligations then outstanding (including, without limitation, the extension
fee described in subsection 2(a) above).
Section 3. Conditions to Amendment. This Amendment shall become
effective upon (a) the receipt by the Agent by facsimile transmission of a
counterpart of this Amendment executed by each Borrower and each Lender, and
execution of this Amendment by the Agent (provided, that, each Borrower and each
Lender shall promptly execute six applicable signature pages hereof and deliver
such pages to the Agent), and (b) entry by the Bankruptcy Court of a final order
acceptable to the Agent approving the terms hereof, and such order being in full
force and effect and (unless waived by the Agent) not subject to reversal, stay,
modification, amendment or appeal.
Section 4. Representations and Warranties. Each Borrower hereby
represents and warrants that (a) this Amendment constitutes a legal, valid and
binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, (b) the representations and warranties contained in
the Loan Agreement are correct in all material respects as though made on and as
of the date of this Amendment, and (c) no Event of Default has occurred and is
continuing.
Section 5. Reference to and Effect on the Loan Agreement.
(a) Upon the effectiveness of this Amendment, each reference in
the Loan Agreement to "this Agreement", "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the Loan Agreement, as
amended hereby, and each reference to the Loan Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the Loan
Agreement shall mean and be a reference to the Loan Agreement, as amended
hereby.
(b) Except as specifically amended above, the 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 Loan Agreement, nor constitute a waiver of any provision of
the Loan Agreement, except as specifically set forth herein.
Section 6. 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.
Section 7. 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 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.
Section 9. Parties, Successors and Assigns. This Amendment shall
be binding upon and shall inure to the benefit of the Borrowers, the Agent, each
Lender, and their respective successors and assigns.
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Section 10. Severability. To the extent any provision of this
Amendment is not enforceable under applicable law, such provision shall be
deemed null and void and shall have no effect on the remaining portions of the
Amendment.
Section 11. Construction of Amendment. Each party hereto has
cooperated in the drafting and preparation of this Amendment and, as a result,
this Amendment shall not be construed against any party. This Amendment may be
amended or modified only by a written agreement signed by the parties hereto.
This Amendment may be executed in counterparts, each of which when so executed
and delivered shall be deemed an original but all such counterparts together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered as of October [___], 2000.
LACLEDE STEEL COMPANY, as
Debtor and Debtor-in-Possession
By:_______________________________
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY, as
Debtor and Debtor-in-Possession
By:________________________________
Vice President
LACLEDE MID AMERICA INC., as
Debtor and Debtor-in-Possession
By:________________________________
Vice President
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BANK OF AMERICA, NATIONAL ASSOCIATION,
(as successor to BankAmerica Business
Credit, Inc. and Bank of America
National Trust and Savings Association),
as the Agent
By:________________________________
Vice President
BANK OF AMERICA, NATIONAL ASSOCIATION,
(as successor to BankAmerica Business
Credit, Inc., Bank of America National
Trust and Savings Association and
NationsBank, N.A.), as a Lender
By:________________________________
Vice President
GMAC COMMERCIAL CREDIT LLC, (as
successor to BNY Financial Corporation,
formerly known as The Bank of New York
Commercial Corporation), as a Lender
By:________________________________
Vice President
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