SEVENTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of October 31, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 1, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders, the Third Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of June 30, 2003 between Keystone and the
Lenders, the Fourth Amendment to Amended and Restated EWP Bridge Loan Agreement
dated as of July 31, 2003 between Keystone and the Lenders, the Fifth Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of August 27, 2003
between Keystone and the Lenders and as further amended by the Sixth Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of September 30, 2003
between Keystone and the Lenders (collectively, the "Loan Agreement").
B. Keystone has requested that the Lenders provide an extension to the Loan
Agreement and Keystone the ability to request and receive standby letters of
credit against the available loan commitment under the Loan Agreement.
C. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
D. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendments to Loan Agreement. The following amendments to the
Loan Agreement are hereby effective as of the date of this Amendment.
(a) A new Section 2.4 is added to the Loan Agreement to read in its
entirety as follows.
2.4 Letters of Credit.
(a) Commitment. Upon the written application of
the Company and such terms and conditions as the Agent
may reasonably require, Agent will issue, until 15 days
prior to the Maturity Date, standby letters of credit
to beneficiaries designated by the Company for terms
that expire no later than the Maturity Date. The
Company will pay a letter of credit fee associated with
issuance of the letters of credit, payable quarterly in
arrears, equal to 3% per annum multiplied by the
undrawn amount of outstanding letters of credit during
the preceding quarter on a prorated basis.
(b) Participation. Each of the Lenders will
participate, in accordance with its Commitment
percentage set forth in Annex 1 (the "Commitment
Percentage"), in the Agent's risks and obligations
under such letters of credit and in the Company's
obligations for immediate reimbursement of the amount
of any drawings made by the beneficiaries (which
includes successors and transferees) under any letter
of credit. This participation will be as a primary
obligor to Agent and not as a surety for the Company.
Each of the Lenders will pay to Agent such Lender's
Commitment Percentage of any drawing made under any
letter of credit within 24 hours of receipt of notice
from Agent of such drawing regardless of the existence
of an Event of Default, or any offset, defense or
counterclaim of the Company.
(c) Reduction in Availability. Upon issuance of a
letter of credit under this Section, the amount of the
total Commitments under this Agreement will be reduced
in an equivalent amount, but no interest or fees
(except Agent's letter of credit fees) will be payable
on such amount until a drawing is made on such letter
of credit.
(d) Reimbursement. The Company promises and agrees
to immediately reimburse Agent for the amount of any
drawing made by any beneficiary under any letter of
credit issued by Agent upon the application hereunder
of the Company without offset, defense, or counterclaim
against Agent other than payment resulting from gross
negligence of Agent and without regard to any claims,
offsets, defenses, or counterclaims that the Company
has or may claim to have against its liability to the
beneficiary of such letter of credit. If not reimbursed
on the same Business Day and if the Company is not then
insolvent or the subject of any insolvency proceeding,
the amount so paid by Agent will be deemed to be a Loan
in that amount to the Company as of the date when the
draw is paid and will bear interest as provided for in
this Agreement.
(b) Section 3.3 of the Loan Agreement is amended by deleting such
section in its entirety and replacing it in its entirety with the
following.
3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall
mature on November 30, 2003 (the "Maturity Date"), at which time
the outstanding principal balance of the Loans and all accrued
and unpaid interest and commitment fees shall become due and
payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes or outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the state of Texas.
Section 4. Headings. The section headings contained in this Amendment are
for reference purposes only and will not affect in any way the meaning or
interpretation of this Amendment.
Section 5. Counterparts; Facsimile. This Amendment may be separately
executed in counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Amendment. This Amendment when executed may be validly delivered by
facsimile or other electronic transmission.
Section 6. Severability. Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
[Remainder of page intentionally left blank.
Signature page follows.]
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By:
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Xxxx X. Xxxxxxx, Xx.
Vice President, Chief
Financial Officer,
Corporate Controller and Treasurer
THE LENDERS:
EWP FINANCIAL LLC
By:
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Xxxxx X. X'Xxxxx
Vice President, Chief Financial
Officer and Treasurer
ANNEX I
% of Total
Name of Lender Address of Lender Commitment Commitment
EWP Financial LLC Three Lincoln Centre $6,000,000 100%
0000 XXX Xxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Total Commitment Amount:................................ $6,000,000
