EXHIBIT 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "First Amendment") is entered into as of September ,
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1996 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
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WHEREAS, Borrower and Lender are parties to that certain Amended And
Restated Revolving Loan And Security Agreement, dated as of December 29, 1995
(the "Loan Agreement").
WHEREAS, Borrower has requested that Lender amend the Loan Agreement
to provide for, among other things, the DeSoto Acquisition 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.
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A. Introduction/Preamble. The introductory provisions of the Loan
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Agreement are hereby amended to change the reference to Lender as
being a Delaware corporation to reflect the fact that Lender is, in
fact, an Illinois corporation. All references, at any time, to Lender
are intended to refer to such Illinois corporation.
Joint Venture. All references to the "Joint Venture," the "Joint
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Venture Credit Facility," and the "Joint Venture Guarantee" are hereby
deleted in their entirety.
B. Definitions.
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1. Section 1 of the Loan Agreement is hereby amended by adding the
following defined terms in the appropriate alphabetical order:
a) "Xxxxxxxx" shall mean Xxxxxxx Wire of Xxxxxxxx, Inc.
b) "DeSoto Loan Agreement" shall mean that certain Revolving
Loan and Security Agreement dated as of September , 1996,
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by and between Congress and DSO Acquisition Corporation, a
Delaware corporation.
c) "DeSoto Acquisition" shall mean the merger of DSO
Acquisition Corporation with and into DeSoto, Inc. pursuant
to the terms of the Agreement and Plan of Reorganization
(the "Merger Agreement") dated June 26, 1996, by and between
DeSoto, Inc. and Borrower.
d) "Eligible Borrower Accounts" shall mean Accounts created by
Borrower which are and continue to be acceptable to Lender
based on the criteria set forth below. In general, Accounts
shall be Eligible Borrower Accounts if:
(a) such Accounts arise from the actual and bona fide
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sale and delivery of goods by Borrower or
rendition of services by Borrower in the ordinary
course of its business which transactions are
completed in accordance with the terms and
provisions contained in any documents related
thereto;
(b) such Accounts are not unpaid for the lesser of
(i) more than ninety (90) days after the date of
the original invoice for them or (ii) more than
sixty (60) days after the due date of the original
invoice for them;
(c) such Accounts comply with the terms and
conditions contained in Section 7.2(c) of this
Agreement;
(d) such Accounts do not arise from sales on consign-
ment, guaranteed sale, sale and return, sale on
approval, or other terms under which payment by
the account debtor may be conditional or
contingent;
(e) the chief executive office of the account debtor
with respect to such Accounts is located in the
United States of America, or, at Lender's option,
if either: (i) the account debtor has delivered
to Borrower an irrevocable letter of credit issued
or confirmed by a bank reasonably satisfactory to
Lender, sufficient to cover such Account, in form
and substance reasonably satisfactory to Lender
and, if required by Lender, the original of such
letter of credit has been delivered to Lender or
Lender's agent and the issuer thereof notified of
the assignment of the proceeds of such letter of
credit to Lender, or (ii) such Account is subject
to credit insurance payable to Lender issued by an
insurer and on terms and in an amount acceptable
to Lender, or (iii) such Account is otherwise
acceptable in all respects to Lender (subject to
such lending formula with respect thereto as
Lender may determine);
(f) such Accounts do not consist of progress
xxxxxxxx, xxxx and hold invoices or retainage
invoices, except as to xxxx and hold invoices, if
Lender shall have received an agreement in writing
from the account debtor, in form and substance
reasonably satisfactory to Lender, confirming the
unconditional obligation of the account debtor to
take the goods related thereto and pay such
invoice;
(g) the account debtor with respect to such Accounts
has not asserted a counterclaim, defense or
dispute and does not have, and does not engage in
transactions which may give rise to, any right of
setoff against such Accounts;
(h) there are no facts, events or occurrences which
would impair the validity, enforceability or
collectability of such Accounts or reduce the
amount payable or delay payment thereunder;
(i) such Accounts are subject to the first priority,
valid and perfected security interest of Lender
and any goods giving rise thereto are not, and
were not at the time of the sale thereof, subject
to any liens except those permitted in this
Agreement;
(j) except for Engineered Wire Products, neither the
account debtor nor any director, officer or
employee of the account debtor with respect to
such Accounts is an officer, director or employee
of or is affiliated with Borrower directly or
indirectly by virtue of family membership,
ownership, control, management or otherwise;
(k) the account debtors with respect to such Accounts
are not any foreign government, the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
unless, if the account debtor is the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
upon Lender's request, the Federal Assignment of
Claims Act of 1940, as amended or any similar
State or local law, if applicable, has been
complied with in a manner reasonably satisfactory
to Lender;
(l) there are no proceedings or actions which are
threatened or pending against the account debtors
with respect to such Accounts which might result
in any material adverse change in any such account
debtor's financial condition;
(m) such Accounts of a single account debtor (when
combined with Accounts owing by such account
debtor to Xxxxxxxx and Fox Valley) or its
affiliates do not constitute more than fifty (50%)
percent of all otherwise Eligible Accounts (but
the portion of the Accounts not in excess of such
percentage may be deemed Eligible Borrower
Accounts);
(n) such Accounts are not owed by an account debtor
who has Accounts (when combined with Accounts
owing by such account debtor to Xxxxxxxx and Xxx
Valley) which are unpaid for the lesser of (i)
more than ninety (90) days after the date of the
original invoice for them or (ii) more than sixty
(60) days after the due date of the original
invoice for them, which constitute more than fifty
(50%) percent of the total Accounts owed to
Borrower, Xxxxxxxx and Fox Valley by such account
debtor;
(o) such Accounts are owed by account debtors whose
total indebtedness to Borrower does not exceed the
credit limit, if any, with respect to such account
debtors as established by Lender from time to time
(but the portion of the Accounts not in excess of
such credit limit may still be deemed Eligible
Borrower Accounts); and
(p) such Accounts are not owed by account debtors
which Lender has advised Borrower in writing are
not deemed to be creditworthy by Lender;
General criteria for Eligible Borrower Accounts may be
established and revised from time to time by Lender in good
faith. Any Accounts which are not Eligible Borrower
Accounts shall nevertheless be part of the Collateral.
e) "Eligible Borrower Inventory" shall mean that Inventory of
Borrower which is and at all times continues to be
acceptable to Lender in all respects. Standards of
eligibility may be fixed and revised from time to time
solely by Lender in its exclusive judgment. In determining
eligibility Lender may, but is not required to, rely on
reports and schedules of Inventory furnished by Borrower,
but reliance by Lender thereon from time to time shall not
be deemed to limit Lender's right to revise standards of
eligibility at any time as to both present and future
Inventory. In general and without limiting Lender's
discretion, Eligible Borrower Inventory shall not include:
(a) work-in-process (other than work-in-process of
Keystone Steel and Wire Division of Borrower);
(b) components which are not part of finished goods;
(c) spare parts for equipment (other than expendable
spare parts of equipment that are used on
Borrower's machinery and which have not been
installed in any of the equipment);
(d) supplies used or consumed in Borrower's business
(other than steel used or consumed by Borrower in
the process of manufacturing Inventory);
(e) Inventory at premises other than those owned and
controlled by Borrower, except if Lender shall
have received an agreement in writing from the
person in possession of such Inventory and/or the
owner or operator of such premises in form and
substance satisfactory to Lender acknowledging
Lender's first priority security interest in the
Inventory, waiving security interests and claims
by such person against the Inventory and
permitting Lender access to, and the right to
remain on, the premises so as to exercise Lender's
rights and remedies and otherwise deal with the
Collateral;
(f) Inventory subject to a security interest or lien
in favor of any person other than Lender except
those permitted in this Agreement;
(g) xxxx and hold goods;
(h) Inventory, which in Lender's discretion is
unserviceable, obsolete or slow moving;
(i) Inventory which is not subject to the first
priority, valid and perfected security interest of
Lender;
(j) returned, damaged and/or defective Inventory; and
(k) Inventory purchased or sold on consignment.
General criteria for Eligible Borrower Inventory may be
established and revised from time to time by Lender in good
faith. Any Inventory which is not Eligible Borrower
Inventory shall nevertheless be part of the Collateral.
f) "Eligible Xxxxxxxx Accounts" shall mean Accounts created by
Xxxxxxxx which are and continue to be acceptable to Lender
based on the criteria set forth below. In general, Accounts
shall be Eligible Xxxxxxxx Accounts if:
(a) such Accounts arise from the actual and bona fide
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sale and delivery of goods by Xxxxxxxx or
rendition of services by Xxxxxxxx in the ordinary
course of its business which transactions are
completed in accordance with the terms and
provisions contained in any documents related
thereto;
(b) such Accounts are not unpaid for the lesser of
(i) more than ninety (90) days after the date of
the original invoice for them or (ii) more than
sixty (60) days after the due date of the original
invoice for them;
(c) such Accounts comply with the terms and
conditions contained in Section 7.2(c) of this
Agreement;
(d) such Accounts do not arise from sales on consign-
ment, guaranteed sale, sale and return, sale on
approval, or other terms under which payment by
the account debtor may be conditional or
contingent;
(e) the chief executive office of the account debtor
with respect to such Accounts is located in the
United States of America, or, at Lender's option,
if either: (i) the account debtor has delivered
to Xxxxxxxx an irrevocable letter of credit issued
or confirmed by a bank reasonably satisfactory to
Lender, sufficient to cover such Account, in form
and substance reasonably satisfactory to Lender
and, if required by Lender, the original of such
letter of credit has been delivered to Lender or
Lender's agent and the issuer thereof notified of
the assignment of the proceeds of such letter of
credit to Lender, or (ii) such Account is subject
to credit insurance payable to Lender issued by an
insurer and on terms and in an amount acceptable
to Lender, or (iii) such Account is otherwise
acceptable in all respects to Lender (subject to
such lending formula with respect thereto as
Lender may determine);
(f) such Accounts do not consist of progress
xxxxxxxx, xxxx and hold invoices or retainage
invoices, except as to xxxx and hold invoices, if
Lender shall have received an agreement in writing
from the account debtor, in form and substance
reasonably satisfactory to Lender, confirming the
unconditional obligation of the account debtor to
take the goods related thereto and pay such
invoice;
(g) the account debtor with respect to such Accounts
has not asserted a counterclaim, defense or
dispute and does not have, and does not engage in
transactions which may give rise to, any right of
setoff against such Accounts;
(h) there are no facts, events or occurrences which
would impair the validity, enforceability or
collectability of such Accounts or reduce the
amount payable or delay payment thereunder;
(i) such Accounts are subject to the first priority,
valid and perfected security interest of Lender
and any goods giving rise thereto are not, and
were not at the time of the sale thereof, subject
to any liens except those permitted in this
Agreement;
(j) neither the account debtor nor any director,
officer or employee of the account debtor with
respect to such Accounts is an officer, director
or employee of or is affiliated with Borrower or
Xxxxxxxx directly or indirectly by virtue of
family membership, ownership, control, management
or otherwise;
(k) the account debtors with respect to such Accounts
are not any foreign government, the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
unless, if the account debtor is the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
upon Lender's request, the Federal Assignment of
Claims Act of 1940, as amended or any similar
State or local law, if applicable, has been
complied with in a manner reasonably satisfactory
to Lender;
(l) there are no proceedings or actions which are
threatened or pending against the account debtors
with respect to such Accounts which might result
in any material adverse change in any such account
debtor's financial condition;
(m) such Accounts of a single account debtor (when
combined with Accounts owing by such account
debtor to Borrower and Fox Valley) or its
affiliates do not constitute more than fifty (50%)
percent of all otherwise Eligible Accounts (but
the portion of the Accounts not in excess of such
percentage may be deemed Eligible Xxxxxxxx
Accounts);
(n) such Accounts are not owed by an account debtor
who has Accounts (when combined with Accounts
owing by such account debtor to Borrower and Fox
Valley) which are unpaid for the lesser of (i)
more than ninety (90) days after the date of the
original invoice for them or (ii) more than sixty
(60) days after the due date of the original
invoice for them, which constitute more than fifty
(50%) percent of the total Accounts owed to
Borrower, Xxxxxxxx and Xxx Valley by such account
debtor;
(o) such Accounts are owed by account debtors whose
total indebtedness to Xxxxxxxx does not exceed the
credit limit, if any, with respect to such account
debtors as established by Lender from time to time
(but the portion of the Accounts not in excess of
such credit limit may still be deemed Eligible
Xxxxxxxx Accounts); and
(p) such Accounts are not owed by account debtors
which Lender has advised Xxxxxxxx in writing are
not deemed to be creditworthy by Lender;
General criteria for Eligible Xxxxxxxx Accounts may be
established and revised from time to time by Lender in good
faith. Any Accounts which are not Eligible Xxxxxxxx
Accounts shall nevertheless be part of the Collateral.
g) "Eligible Xxxxxxxx Inventory" shall mean that Inventory of
Xxxxxxxx which is and at all times continues to be
acceptable to Lender in all respects. Standards of
eligibility may be fixed and revised from time to time
solely by Lender in its exclusive judgment. In determining
eligibility Lender may, but is not required to, rely on
reports and schedules of Inventory furnished by Xxxxxxxx,
but reliance by Lender thereon from time to time shall not
be deemed to limit Lender's right to revise standards of
eligibility at any time as to both present and future
Inventory. In general and without limiting Lender's
discretion, Eligible Xxxxxxxx Inventory shall not include:
(a) work-in-process;
(b) components which are not part of finished goods;
(c) spare parts for equipment;
(d) supplies used or consumed in Xxxxxxxx'x business
(other than steel used or consumed by Xxxxxxxx in
the process of manufacturing Inventory);
(e) Inventory at premises other than those owned and
controlled by Xxxxxxxx, except if Lender shall
have received an agreement in writing from the
person in possession of such Inventory and/or the
owner or operator of such premises in form and
substance satisfactory to Lender acknowledging
Lender's first priority security interest in the
Inventory, waiving security interests and claims
by such person against the Inventory and
permitting Lender access to, and the right to
remain on, the premises so as to exercise Lender's
rights and remedies and otherwise deal with the
Collateral;
(f) Inventory subject to a security interest or lien
in favor of any person other than Lender except
those permitted in this Agreement;
(g) xxxx and hold goods;
(h) Inventory, which in Lender's discretion is
unserviceable, obsolete or slow moving;
(i) Inventory which is not subject to the first
priority, valid and perfected security interest of
Lender;
(j) returned, damaged and/or defective Inventory; and
(k) Inventory purchased or sold on consignment.
General criteria for Eligible Xxxxxxxx Inventory may be
established and revised from time to time by Lender in good
faith. Any Inventory which is not Eligible Xxxxxxxx
Inventory shall nevertheless be part of the Collateral.
h) "Eligible Fox Valley Accounts" shall mean Accounts created
by Fox Valley which are and continue to be acceptable to
Lender based on the criteria set forth below. In general,
Accounts shall be Eligible Fox Valley Accounts if:
(a) such Accounts arise from the actual and bona fide
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sale and delivery of goods by Fox Valley or
rendition of services by Fox Valley in the
ordinary course of its business which transactions
are completed in accordance with the terms and
provisions contained in any documents related
thereto;
(b) such Accounts are not unpaid for the lesser of
(i) more than ninety (90) days after the date of
the original invoice for them or (ii) more than
sixty (60) days after the due date of the original
invoice for them;
(c) such Accounts comply with the terms and
conditions contained in Section 7.2(c) of this
Agreement;
(d) such Accounts do not arise from sales on consign-
ment, guaranteed sale, sale and return, sale on
approval, or other terms under which payment by
the account debtor may be conditional or
contingent;
(e) the chief executive office of the account debtor
with respect to such Accounts is located in the
United States of America, or, at Lender's option,
if either: (i) the account debtor has delivered
to Fox Valley an irrevocable letter of credit
issued or confirmed by a bank reasonably
satisfactory to Lender, sufficient to cover such
Account, in form and substance reasonably
satisfactory to Lender and, if required by Lender,
the original of such letter of credit has been
delivered to Lender or Lender's agent and the
issuer thereof notified of the assignment of the
proceeds of such letter of credit to Lender, or
(ii) such Account is subject to credit insurance
payable to Lender issued by an insurer and on
terms and in an amount acceptable to Lender, or
(iii) such Account is otherwise acceptable in all
respects to Lender (subject to such lending
formula with respect thereto as Lender may
determine);
(f) such Accounts do not consist of progress
xxxxxxxx, xxxx and hold invoices or retainage
invoices, except as to xxxx and hold invoices, if
Lender shall have received an agreement in writing
from the account debtor, in form and substance
reasonably satisfactory to Lender, confirming the
unconditional obligation of the account debtor to
take the goods related thereto and pay such
invoice;
(g) the account debtor with respect to such Accounts
has not asserted a counterclaim, defense or
dispute and does not have, and does not engage in
transactions which may give rise to, any right of
setoff against such Accounts;
(h) there are no facts, events or occurrences which
would impair the validity, enforceability or
collectability of such Accounts or reduce the
amount payable or delay payment thereunder;
(i) such Accounts are subject to the first priority,
valid and perfected security interest of Lender
and any goods giving rise thereto are not, and
were not at the time of the sale thereof, subject
to any liens except those permitted in this
Agreement;
(j) neither the account debtor nor any director,
officer or employee of the account debtor with
respect to such Accounts is an officer, director
or employee of or is affiliated with Borrower or
Fox Valley directly or indirectly by virtue of
family membership, ownership, control, management
or otherwise;
(k) the account debtors with respect to such Accounts
are not any foreign government, the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
unless, if the account debtor is the United States
of America, any State, political subdivision,
department, agency or instrumentality thereof,
upon Lender's request, the Federal Assignment of
Claims Act of 1940, as amended or any similar
State or local law, if applicable, has been
complied with in a manner reasonably satisfactory
to Lender;
(l) there are no proceedings or actions which are
threatened or pending against the account debtors
with respect to such Accounts which might result
in any material adverse change in any such account
debtor's financial condition;
(m) such Accounts of a single account debtor (when
combined with Accounts owing by such account
debtor to Borrower and Xxxxxxxx) or its affiliates
do not constitute more than fifty (50%) percent of
all otherwise Eligible Accounts (but the portion
of the Accounts not in excess of such percentage
may be deemed Eligible Fox Valley Accounts);
(n) such Accounts are not owed by an account debtor
who has Accounts (when combined with Accounts
owing by such account debtor to Borrower and
Xxxxxxxx) which are unpaid for the lesser of (i)
more than ninety (90) days after the date of the
original invoice for them or (ii) more than sixty
(60) days after the date of the original invoice
for them, which constitute more than fifty (50%)
percent of the total Accounts owed to Borrower,
Xxxxxxxx and Fox Valley by such account debtor;
(o) such Accounts are owed by account debtors whose
total indebtedness to Fox Valley does not exceed
the credit limit, if any, with respect to such
account debtors as established by Lender from time
to time (but the portion of the Accounts not in
excess of such credit limit may still be deemed
Eligible Fox Valley Accounts); and
(p) such Accounts are not owed by account debtors
which Lender has advised Fox Valley in writing are
not deemed to be creditworthy by Lender;
General criteria for Eligible Fox Valley Accounts may be
established and revised from time to time by Lender in good
faith. Any Accounts which are not Eligible Fox Valley
Accounts shall nevertheless be part of the Collateral.
i) "Eligible Fox Valley Inventory" shall mean that Inventory of
Fox Valley which is and at all times continues to be
acceptable to Lender in all respects. Standards of
eligibility may be fixed and revised from time to time
solely by Lender in its exclusive judgment. In determining
eligibility Lender may, but is not required to, rely on
reports and schedules of Inventory furnished by Fox Valley,
but reliance by Lender thereon from time to time shall not
be deemed to limit Lender's right to revise standards of
eligibility at any time as to both present and future
Inventory. In general and without limiting Lender's
discretion, Eligible Fox Valley Inventory shall not include:
(a) work-in-process;
(b) components which are not part of finished goods;
(c) spare parts for equipment;
(d) supplies used or consumed in Fox Valley's business
(other than steel used or consumed by Fox Valley
in the process of manufacturing Inventory);
(e) Inventory at premises other than those owned and
controlled by Fox Valley, except if Lender shall
have received an agreement in writing from the
person in possession of such Inventory and/or the
owner or operator of such premises in form and
substance satisfactory to Lender acknowledging
Lender's first priority security interest in the
Inventory, waiving security interests and claims
by such person against the Inventory and
permitting Lender access to, and the right to
remain on, the premises so as to exercise Lender's
rights and remedies and otherwise deal with the
Collateral;
(f) Inventory subject to a security interest or lien
in favor of any person other than Lender except
those permitted in this Agreement;
(g) xxxx and hold goods;
(h) Inventory, which in Lender's discretion is
unserviceable, obsolete or slow moving;
(i) Inventory which is not subject to the first
priority, valid and perfected security interest of
Lender;
(j) returned, damaged and/or defective Inventory; and
(k) Inventory purchased or sold on consignment.
General criteria for Eligible Fox Valley Inventory may be
established and revised from time to time by Lender in good
faith. Any Inventory which is not Eligible Fox Valley
Inventory shall nevertheless be part of the Collateral.
j) "Fox Valley" shall mean Fox Valley Steel & Wire Company.
k) "GAAP" shall mean generally accepted accounting principles
in the United States of America including the opinions and
pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the
statements and pronouncements of the Financial Accounting
Standards Boards which are applicable to the circumstances
as of the date hereof.
l) "Inventory Cap Adjustment" shall mean, at any time, the
amount, if any, by which the Inventory Utilization exceeds
$20,000,000.
m) "Inventory Utilization" shall mean, at any time, the total
outstanding amount of (i) the sum of (a) Revolving Loans,
(b) Letter of Credit Accomodations, (c) "Revolving Loans" as
defined under the DeSoto Loan Agreement, and (d) "Letter of
Credit Accomodations" as defined under the DeSoto Loan
Agreement, less (ii) the sum of the amounts then being
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included in the Borrowing Base (or, with respect to DeSoto,
Inc., the borrowing formulas applicable in the DeSoto Loan
Agreement) by virtue of (w) Section 2.1(a)(i)(A) hereof, (x)
Section 2.1(a)(ii)(B)(i) hereof, (y) Section
2.1(a)(iii)(B)(i) hereof, and (z) Section 2.1(a)(i)(A) of
the DeSoto Loan Agreement.
n) "Net Amount of Eligible Xxxxxxxx Accounts" shall mean the
gross amount of Eligible Xxxxxxxx Accounts less (a) sales,
excise or similar taxes included in the amount thereof and
(b) returns, discounts, claims, credits and allowances of
any nature at any time issued, owing, granted, outstanding,
available or claimed with respect thereto.
o) "Net Amount of Eligible Fox Valley Accounts" shall mean the
gross amount of Eligible Fox Valley Accounts less (a) sales,
excise or similar taxes included in the amount thereof and
(b) returns, discounts, claims, credits and allowances of
any nature at any time issued, owing, granted, outstanding,
available or claimed with respect thereto.
p) "Net Amount of Eligible Borrower Accounts" shall mean the
gross amount of Eligible Borrower Accounts less (a) sales,
excise or similar taxes included in the amount thereof and
(b) returns, discounts, claims, credits and allowances of
any nature at any time issued, owing, granted, outstanding,
available or claimed with respect thereto.
q) "Person" shall mean an individual, a partnership, a
corporation, a trust, an unincorporated organization, a
government or any department or agency thereof or any other
entity.
r) "Solvent" shall mean, as to any Person, that (i) the sum of
the assets of such Person, both at a fair valuation and at
present fair salable value, will exceed its liabilities,
including contingent liabilities, (ii) such Person will have
sufficient capital with which to conduct its business as
presently conducted and as proposed to be conducted and
(iii) such Person has not incurred debts, and does not
intend to incur debts, beyond its ability to pay such debts
as they mature. For purposes of this definition, "debt"
means any liability on a claim, and "claim" means (x) a
right to payment, whether or not such right is reduced to
judgment, liquidated, disputed, undisputed, legal,
equitable, secured, or unsecured, or (y) a right to an
equitable remedy for breach of performance if such breach
gives rise to a payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or
unsecured. With respect to any such contingent liabilities,
such liabilities shall be computed at the amount which, in
light of all the facts and circumstances existing at the
time, represents the amount which can reasonably be expected
to become an actual or matured liability.
2. The definition of "Eligible Accounts" set forth in Section 1 of
the Loan Agreement is hereby amended and restated in its entirety
to read as follows:
"Eligible Accounts" shall mean (i) Eligible Borrower
Accounts, (ii) Eligible Xxxxxxxx Accounts, and (iii)
Eligible Fox Valley Accounts.
3. The definition of "Eligible Inventory" set forth in Section 1 of
the Loan Agreement is hereby amended and restated in its entirety
to read as follows:
"Eligible Inventory" shall mean (i) Eligible
Borrower Inventory, (ii) Eligible Xxxxxxxx
Inventory, and (iii) Eligible Fox Valley
Inventory.
4. The definition of "Inventory" set forth in Section 1 of the Loan
Agreement is hereby amended and restated as follows:
"Inventory" shall mean all of Borrower's, or, when used in
the definition of Xxxxxxxx Eligible Inventory or Fox Valley
Eligible Inventory, Xxxxxxxx'x or Xxx Valley's (as
applicable), now owned and hereafter existing or acquired
raw materials, work in process, finished goods and all other
inventory of whatsoever kind or nature, wherever located and
all wrapping, packaging, advertising and shipping materials,
and any documents relating thereto, and all labels and other
devices, names and marks affixed or to be affixed thereto
for purposes of selling or of identifying the same or the
seller or manufacturer thereof, and all right, title and
interest of Borrower, or, when used in the definition of
Xxxxxxxx Eligible Inventory or Fox Valley Eligible
Inventory, Xxxxxxxx or Xxx Valley (as applicable) therein
and thereto, wherever located, whether now owned or
hereafter acquired by Borrower, or, when used in the
definition of Xxxxxxxx Eligible Inventory or Fox Valley
Eligible Inventory, Xxxxxxxx or Xxx Valley (as applicable).
5. The definition of "Maximum Credit" set forth 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
$55,000,000.00.
6. The definition of "Net Amount of Eligible Accounts" set forth in
Section 1 of the Loan Agreement is hereby deleted in its
entirety.
7. The definition of "Tangible Net Worth" set forth in Section 1 of
the Loan Agreement is hereby amended by inserting ", on a
consolidated basis" immediately between "(GAAP)" and the comma on
the third line thereof.
C. Section 2.1 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 percent (50%) of
Eligible Borrower Inventory excluding
finished goods; plus
----
(ii) provided that Xxxxxxxx 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 Xxxxxxxx Accounts; plus (ii)
----
the sum of (x) sixty percent (60%) of
the value of Eligible Xxxxxxxx Inventory
which constitutes finished goods and (y)
fifty percent (50%) of the value of
Eligible Xxxxxxxx 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 Valley Accounts; plus (ii)
----
the sum of (x) sixty percent (60%) of
Eligible Fox Valley Inventory which
constitutes finished goods and (y) fifty
percent (50%) of the value of Eligible
Fox Valley Inventory excluding finished
goods; less
----
(iv) any Availability Reserves; less
----
the Inventory Cap Adjustment (the calculation
determined in this Section 2.1(a) is
hereinafter referred to as the "Borrowing
Base").
(b) Lender may, in its discretion, from time to time,
upon not less than five (5) days prior notice to
Borrower, (i) reduce the lending formula with
respect to Eligible Accounts to the extent that
Lender determines in good faith that: (A) the
dilution with respect to the Accounts for any
period (based on the ratio of (1) the aggregate
amount of reductions in Accounts other than as a
result of payments in cash to (2) the aggregate
amount of total sales) has increased in any
material respect or may be reasonably anticipated
to increase in any material respect above
historical levels, or (B) the general
creditworthiness of account debtors has declined
or (ii) reduce the lending formula(s) with respect
to Eligible Borrower Inventory, Eligible Xxxxxxxx
Inventory and Eligible Fox Valley Inventory to the
extent that Lender determines that: (A) the number
of days of the turnover of the Inventory for any
period has changed in any material respect or (B)
the liquidation value of the Eligible Inventory or
any category thereof, has decreased, or (C) the
nature and quality of the Inventory has
deteriorated. In determining whether to reduce
the lending formula(s), Lender may consider
events, conditions, contingencies or risks which
are also considered in determining Eligible
Accounts, Eligible Inventory or in establishing
Availability Reserves.
(c) Except in Lender's discretion, the aggregate
amount of the Revolving Loans and the Letter of
Credit Accommodations outstanding at any time
shall not exceed the Maximum Credit minus the
-----
aggregate amount of the "Revolving Loans" (as
defined and used in the DeSoto Loan Agreement) and
the "Letter of Credit Accommodations" (as defined
and used in the DeSoto Loan Agreement). In the
event that the outstanding amount of any component
of the Revolving Loans, or the aggregate amount of
the outstanding Revolving Loans and Letter of
Credit Accommodations, exceed the amounts
available under the lending formulas, the
sublimits for Letter of Credit Accommodations set
forth in Section 2.2(c) or the Maximum Credit, as
applicable, such event shall not limit, waive or
otherwise affect any rights of Lender in that
circumstance or on any future occasions and
Borrower shall, upon demand by Lender, which may
be made at any time or from time to time,
immediately repay to Lender the entire amount of
any such excess(es) for which payment is demanded.
D. Section 5.2 of the Loan Agreement is hereby amended by inserting
"investment property," between the words "letters of credit," and
"bankers' acceptances" in the sixth line thereof.
E. The first sentence of Section 8.1 of the Loan Agreement is hereby
amended and restated to read as follows:
Borrower is a corporation duly organized and in
good standing under the laws of its state of
incorporation and is duly qualified as a foreign
corporation and in good standing in all states and
jurisdictions where the nature and extent of the
business transacted by it or the ownership of
assets makes such qualification necessary.
F. Section 8 of the Loan Agreement is hereby amended by inserting the
following immediately after Section 8.12 thereof:
Subsidiary Representations. Borrower represents
--------------------------
and warrants that all of the representations set
forth in Section 8 are true and correct with
respect to Xxxxxxxx and Xxx Valley as if they were
made by each of Xxxxxxxx and Fox Valley with
respect to the various assets, businesses and
operations of Xxxxxxxx and Xxx Valley
respectively. Borrower shall immediately notify
Lender, or cause each of Xxxxxxxx and Fox Valley
to notify Lender, of any fact or circumstance
which would cause this Section 8.13 to be untrue.
G. Section 9 of the Loan Agreement is hereby amended by inserting the
following immediately after Section 9.19 thereof:
Subsidiary Covenants. All of the covenants in
--------------------
Sections 9.1, 9.2, 9.3, 9.4, 9.5, 9.6(d), 9.7,
9.8, 9.9, 9.10, 9.12, 9.15, 9.16, 9.17, 9.18 and
9.19 shall apply with respect to Xxxxxxxx and Xxx
Valley as if such covenants were made by each of
Xxxxxxxx and Fox Valley with respect to their
respective assets, businesses and operations.
Borrower shall immediately notify Lender, or cause
each of Xxxxxxxx and Xxx Valley to notify Lender,
of any fact or circumstance which would violate
this Section 9.20.
H. Section 9.6(d) is hereby amended by inserting "Borrower shall furnish
or cause to be furnished to Lender, on a monthly basis, (i) separate
financial statements showing current financial data for each of
DeSoto, Inc., Xxxxxxxx and Fox Valley, and (ii) the information
required by Lender to reflect and monitor the assets which are used to
determine the Borrowing Base." immediately after the period in the
twelfth line therein.
I. Section 9.7 of the Loan Agreement is hereby amended by inserting the
following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the DeSoto
Acquisition in accordance with the Merger Agreement."
J. Section 9.9 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
Indebtedness. Borrower shall not, nor permit
------------
Xxxxxxxx or Xxx Valley to, incur, create, assume,
become or be liable in any manner with respect to,
or permit to exist, any obligations or
indebtedness, except (a) the Obligations; (b)
------
trade obligations and normal accruals in the
ordinary course of business not yet due and
payable, or with respect to which the Borrower,
Xxxxxxxx or Fox Valley (as applicable) is
contesting in good faith the amount or validity
thereof by appropriate proceedings diligently
pursued and available to Borrower, Xxxxxxxx or Xxx
Valley (as applicable), and with respect to which
adequate reserves have been set aside on its
books; (c) purchase money indebtedness (including
capital leases) to the extent not incurred or
secured by liens (including capital leases) in
violation of any other provision of this
Agreement; and (d) obligations or indebtedness set
forth on the INFORMATION CERTIFICATE; provided,
--------
that, (i) Borrower, Xxxxxxxx or Fox Valley (as
----
applicable) may only make regularly scheduled
payments of principal and interest in respect of
such indebtedness in accordance with the terms of
the agreement or instrument evidencing or giving
rise to such indebtedness as in effect on the date
hereof, (ii) Borrower, Xxxxxxxx and Xxx Valley
shall not, directly or indirectly, (A) amend,
modify, alter or change the terms of such
indebtedness or any agreement, document or
instrument related thereto as in effect on the
date hereof, or (B) redeem, retire, defease,
purchase or otherwise acquire such indebtedness,
or set aside or otherwise deposit or invest any
sums for such purpose, (iii) Borrower, Xxxxxxxx or
Fox Valley (as applicable) shall furnish to Lender
all notices or demands in connection with such
indebtedness either received by Borrower, Xxxxxxxx
or Fox Valley (as applicable) or on their behalf,
promptly after the receipt thereof, or sent by
Borrower, Xxxxxxxx or Xxx Valley (as applicable)
or on their behalf, concurrently with the sending
thereof, as the case may be, and (iv) at no time
shall any such obligations or indebtedness (a) of
Xxxxxxxx (other than indebtedness owed to Borrower
and permitted under Section 9.10 hereof) exceed
$250,000 and (b) of Fox Valley (other than
indebtedness owed to Borrower and permitted under
Section 9.10 hereof) exceed $250,000.
K. Section 9.10 of the Loan Agreement is hereby amended by deleting "(v)
advances to the Joint Venture which are approved from time to time by
Lender" in the thirteenth and fourteenth lines thereof and inserting
"(v) loans or investments of no greater than (i) $3,000,000 to Fox
Valley, provided that Fox Valley is Solvent at the time of such loans
or investments, (ii) $5,000,000 to Xxxxxxxx, provided that Xxxxxxxx is
Solvent at the time of such loans or investments, and (iii)
$10,000,000 to DeSoto, Inc. (excluding the initial investment of
approximately $70,000,000 made to initially capitalize DSO Acquisition
Corporation with the contribution of the Xxxxxxx Wire assets plus (i)
the value of Borrower's stock issued in connection with the DeSoto
Acquisition and (ii) all transaction costs related to the DeSoto
Acquisition), provided that DeSoto, Inc. is Solvent at the time of
such loans or investments" in its place.
L. Section 9.12 of the Loan Agreement is hereby amended by inserting the
following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the DeSoto
Acquisition in accordance with the Merger Agreement."
M. Section 10.1(n) of the Loan Agreement is hereby amended by (i)
inserting ", as amended," between "1986" and "shall" in the third line
thereof and (ii) deleting the word "or" in the third line thereof.
N. Section 10.1(o) of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:
there shall occur a termination of that certain
Amendment and Restatement of Subordination
Agreement executed by the Trustee of the Keystone
Consolidated Industries, Inc. Master Pension Trust
(successor to the "Keystone Master Pension Trust")
in favor of Lender dated as of January 8, 1986, as
amended and restated June 30, 1987 and further
amended by a Second Amendment dated as of August
19, 1996 (although the amendment is referred to as
the "Second Amendment", there exists no prior
amendment), or the Trustee or any party succeeding
in interest thereto shall assert the termination
of such Subordination Agreement or contest the
binding effect or validity thereof; or
O. Section 10 of the Loan Agreement is hereby amended by inserting a new
Section 10.1(p) as follows:
a default under that certain Agreement dated
August 19, 1996, between the Pension Benefit
Guaranty Corporation, acting on behalf of itself
and the various Keystone Pension Plans (as defined
therein), the Keystone Master Retirement Trust,
and Borrower; or
P. Schedule 8.4 and the Information Certificate (which contains
supplemental data with respect to Desoto, Inc., Xxxxxxxx and Fox
Valley, as well as additional updated information) are attached hereto
and are hereby substituted for Schedule 8.4 and the Information
Certificate, respectively, originally attached to the Loan Agreement.
Lender acknowledges and accepts such revised Information Certificate
and Schedule 8.4 as being effective as of the date hereof for all
transactions with Lender after the date hereof.
.
=====
II. CONDITIONS TO EFFECTIVENESS OF FIRST AMENDMENT
A. First Amendment. Borrower shall have duly executed and delivered this
First Amendment.
B. Term Loan Agreement. Borrower shall have duly executed and delivered
the First Amendment to Term Loan and Security Agreement dated as of
the date hereof, by and between Lender and Borrower.
C. DeSoto Loan Facility. Acquisition Subsidiary, Inc. shall have duly
--------------------
executed and delivered the DeSoto Loan Agreement and, upon the
consummation of the DeSoto Acquisition, DeSoto, Inc. shall have
assumed the Acquisition Subsidiary, Inc.'s responsibilities under the
DeSoto Loan Agreement and all conditions precedent to the initial
advance thereunder shall have been satisfied or waived by Lender in
writing.
D. DeSoto Acquisition. The DeSoto Acquisition shall have been completed
------------------
with the terms of the Merger Agreement in form and substance
satisfactory to Lender, in its sole discretion, and Lender shall be
satisfied, in its sole discretion, that the payment of the obligations
owing by DeSoto, Inc. to its existing creditors shall be adequately
provided for by the available credit hereunder and under the DeSoto
Loan Agreement.
E. Additional Matters. Lender shall have received such other
------------------
certificates, opinions, documents and instruments relating to the
obligations or the transactions contemplated hereby and by the
Financing Agreements 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 and by the Financing Agreements shall be reasonably
satisfactory in form and substance to Lender.
F. Congress Amendment Fee. Borrower shall have paid Lender an amendment
----------------------
fee equal to $200,000.
III. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into
-----------------------------------
this First Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this First Amendment, which representations and warranties
shall survive the execution and delivery of this First Amendment, that:
A. Unencumbered Assets. Borrower has no assets that are free from a
-------------------
security interest, mortgage, pledge, lien, charge or other
encumbrance.
B. Priority of Liens. The security interests and liens granted to Lender
-----------------
under the Loan Agreement and the other Financing Agreements constitute
valid and perfected first priority liens and security interests in and
upon the Collateral subject only to existing liens indicated on
Schedule 8.4 to the Loan Agreement and, with respect to Collateral
other than Accounts and Inventory, the other liens permitted under
Section 9.8 of the Loan Agreement.
C. Due Incorporation; etc. Borrower is a corporation duly incorporated,
-----------------------
validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all requisite authority to
conduct its business in each jurisdiction in which its business is
conducted.
D. No Default; etc. No Event of Default has occurred and is continuing
----------------
after giving effect to this First Amendment or would result from the
execution or delivery of this First Amendment or the consummation of
the transactions contemplated hereby.
E. Corporate Power and Authority; Authorization. Borrower has the
--------------------------------------------
corporate power and authority to execute, deliver and carry out the
terms and provisions of this First Amendment and the other Financing
Agreements, and the performance by Borrower of its obligations
hereunder and under the other Financing Agreements to which it is a
party, have been duly authorized by all requisite corporate action by
Borrower.
F. Execution and Delivery. Borrower has duly executed and delivered this
--------------------------- --------------
First Amendment.
-----------------
G. Enforceability. The Loan Agreement, as amended by this First
--------------
Amendment, constitutes a legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its
respective 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.
H. No Conflicts; etc. Neither the execution, delivery or performance by
-----------------------------------------------------
Borrower of this First Amendment nor compliance by Borrower with the
terms and provisions hereof (i) will contravene any applicable
provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality or
(ii) will conflict or be inconsistent with, or result in any breach
of, any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any lien upon any property or
assets owned by it pursuant to the terms of any indenture, mortgage,
deed of trust, agreement or other instrument to which Borrower is a
party or by which Borrower or any of its property or assets is bound
or to which Borrower may be subject, or (iii) will violate any
provision of Borrower's certificate of incorporation or by-laws.
I. Consents; etc. Other than the filing of mortgages and deeds of trust
------------------------------------------------------------
and the Uniform Commercial Code financing statements which have been
executed and delivered to Lender on or before the date of the First
Amendment, no order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with or exemption
by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with
the execution, delivery and performance of this First Amendment or the
consummation of any of the transactions contemplated hereby.
J. Representations and Warranties. 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 First
Amendment after giving effect to this First Amendment.
IV. MISCELLANEOUS.
==================
A. Effect; Ratification. The amendments set forth herein are effective
----------------------------------------------------------
solely for the purposes 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 First 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 insurance premiums and
fees, filing fees and taxes paid or payable in connection with the
preparation, negotiation, execution, delivery, recording, administr-
ation, collection, liquidation, enforcement and defense of the
Obligations, Lender's rights in the Collateral, this First 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 First
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 First 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 have 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 First Amendment.
D. Effectiveness. This First Amendment shall immediately become
------------------------------------------------------
effective as of the date first written above upon (i) the receipt by
Lender of duly executed counterparts of this First Amendment from
Borrower and (ii) the satisfaction or written waiver of each condition
precedent contained herein.
E. Counterparts. This First Amendment may be executed in any number of
----------------------------------------------------------
counterparts, each such counterpart constituting an original but all
together constitute one and the same instrument.
F. Severability. Any provision contained in this First 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 First
Amendment in that jurisdiction or the operation, enforceability or
validity of that provision in any other jurisdiction.
G. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
------------- ---
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
------------------------------------------------
ILLINOIS.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
---------------------------------------------
Title:
-------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By
---------------------------------------------
