EXHIBIT (4)(f)
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
This Amendment No. 5 dated as of January 26, 1996 (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"), and 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 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"); and
WHEREAS, the Loan Agreement was amended by Amendment No. 1
dated as of February 15, 1995 to Loan and Security Agreement,
Amendment No. 2 dated as of April 30, 1995 to Loan and Security
Agreement, Amendment No. 3 dated as of June 1, 1995 to Loan and
Security Agreement, and by Amendment No. 4 to Loan and Security
Agreement, dated as of December 7, 1995 (the Loan Agreement, as
amended, supplemented, and modified to the date hereof being
hereinafter referred to as "Amended Loan Agreement"). Capitalized
terms used herein but not defined herein shall have the meanings
provided in the Amended Loan Agreement; and
WHEREAS, the Borrowers, the Lenders, and the Agent have agreed
to further 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 Amended Loan Agreement. Effective
this date, subject to the fulfillment of the conditions precedent
set forth in Section 2 below, the Amended Loan Agreement is hereby
further amended as follows:
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(a) The definition of "Capital Expenditures" contained
in Section 1.1 is hereby amended and restated to read in its
entirety as follows:
"Capital Expenditures" means, for any fiscal period, (a)
the cost of any fixed asset or improvement, or replacement,
substitution, or addition thereto, acquired during such period and
having a useful life of more than one year, including, without
limitation, those costs arising in connection with the direct or
indirect acquisition of such assets by way of increased product or
service charges or offset items or in connection with any Capital
Lease plus (b) the amount of any cash expended during such period
in consummating any Quasi Asset Acquisition."
(b) The definition of "Cash Available for Fixed Charges"
contained in Section 1.1 is hereby amended and restated to read in
its entirety as follows:
"Cash Available for Fixed Charges' means, with respect to
any fiscal period of the Parent and its consolidated Subsidiaries,
net earnings for such period, determined in accordance with GAAP
(but excluding gain or loss arising from extraordinary items, and
any gains arising from the sale or other disposition of any of the
Borrower's Fixed Assets which were written off by the Borrower
during its Fiscal Year ending on December 31, 1995, in connection
with the Borrower's shut down of its Bloom Mill and Rod Mill
facilities) and reported on the Financial Statements for such
fiscal period, plus to the extent deducted in computing net
earnings, (a) interest expense, (b) any provision for income taxes,
(c) depreciation expense, and (d) amortization expense, minus to
the extent included in computing net earnings, gain arising from
any other noncash non-recurring transaction."
(c) The definition of "Consolidated Adjusted Net Worth"
contained in Section 1.1 is hereby amended and restated to read in
its entirety as follows:
"Consolidated Adjusted Net Worth" means, at any date, the
amount at which Consolidated Stockholder's Equity and minority
interests would be shown on a balance sheet of the Parent and its
consolidated Subsidiaries at such date prepared in accordance with
GAAP; less the amount at which goodwill and other intangible assets
would be shown on such balance sheet; and plus the amount of
minimum pension liability recorded on such balance sheet as a
reduction to Consolidated Stockholder's Equity."
(d) The definition of "Consolidated Stockholder's
Equity" contained in Section 1.1 is hereby amended and restated to
read in its entirety as follows:
"Consolidated Stockholder's Equity" means, at any date,
the amount at which the total equity capitalization of the Parent
and its consolidated Subsidiaries would be shown on a balance sheet
of the Parent and its consolidated subsidiaries at such date
prepared in accordance with GAAP."
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(e) The definition of "Margins" contained in Section
1.1 is hereby amended and restated to read in its entirety as
follows:
"Margins' means, collectively, the Base Rate Term
Margin, the Base Rate Revolving Margin, the LIBOR Term
Margin, the LIBOR Revolving Margin, and the Spare Parts
Loan Margin."
(f) Section 1.1 is hereby amended by the addition of
a new definition which shall read in its entirety as follows:
"Consolidated Pretax Loss" means, for any
fiscal period for the Parent and its consolidated
Subsidiaries, the net loss of the Parent and its
consolidated Subsidiaries for such period, determined
in accordance with GAAP, as reported on the Financial
Statements for such fiscal period, prior to any taxes
for such period."
(g) The following sentence is hereby added at the end
of Subsections 3.1(a)(i): "On and after February 10, 1996, the
Base Rate Term Margin shall be one and one-half percent (1.5%)
and the Base Rate Revolving Margin shall be one percent (1.0%)."
(h) The following sentence is hereby added at the end
of Subsection 3.1(a)(ii): "On and after February 10, 1996, the
LIBOR Term Margin shall be three and one-quarter percent (3.25%)
and the LIBOR Revolving Margin shall be three percent (3.0%)."
(i) Subsection 3.1(a)(iii) is hereby amended and
restated to read in its entirety as follows:
"(iii) For Revolving Loans to the Parent
based upon the value of Spare Parts and Packing
Inventory at a per annum rate equal to three percent
(3.0%) ('Spare Parts Loan Margin'), plus the Base Rate
and such Loans may not be borrowed as or converted into
LIBOR Revolving Loans."
(j) Section 3.1(c) is hereby amended by the addition
of the following provisions at the end of that section:
"In the event that the Consolidated Adjusted Net Worth
is greater than $31,000,000, as of the last day of any
fiscal quarter, beginning with the fiscal quarter
ending on March 31, 1996, then each of the Margins
shall be reduced by one-half of one percent (0.5%),
commencing on the first day of the month immediately
following receipt of the Financial Statements for the
prior fiscal quarter reflecting a Consolidated Adjusted
Net Worth greater than $31,000,000 and shall remain at
such level so long as such Consolidated Adjusted Net
Worth, computed as the end of each such fiscal quarter,
shall be more than $31,000,000. In the event that the
Margins were reduced as provided for in
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the previous sentence and the Consolidated Adjusted Net
Worth thereafter is equal to or less than $31,000,000,
as of the last day of any fiscal quarter, then each of
the Margins shall be increased by one-half of one
percent (0.5%), commencing on the first day of the
month immediately following receipt of the Financial
Statements for the prior fiscal quarter reflecting a
Consolidated Adjusted Net Worth equal to or less than
$31,000,000."
(k) The phrase "eighteen (18) months" wherever
appearing in Subsection 5.10(b) is hereby amended and restated
to be "twenty-one (21) months."
(l) Section 8.24 is hereby amended and restated to
read in its entirety as follows:
"8.24 Consolidated Fixed Charge Coverage Ratio.
The Borrowers will maintain a Consolidated Fixed Charge
Coverage Ratio, determined as of the end of each period
listed below, for the period indicated of not less than
the ratio indicated opposite such period:
Period Ratio
01/01/95-12/31/95 No required ratio
01/01/96-03/31/96 No required ratio
04/01/96-06/30/96 No required ratio
07/01/96-09/30/96 0.65 to 1.00
10/01/96-12/31/96 1.00 to 1.00
01/01/97-03/31/97 1.10 to 1.00
01/01/97-06/30/97 1.10 to 1.00
01/01/97-09/30/97 1.10 to 1.00
01/01/97-12/31/97 1.10 to 1.00
and commencing on
03/31/98 and as of the
last day of each fiscal
quarter in each Fiscal
Year thereafter, for the
twelve-month period
ending on such date 1.10 to 1.00."
(m) Section 8.25 is hereby amended and restated to
read in its entirety as follows:
"8.25 Consolidated Adjusted Net Worth. The
Borrowers will maintain a Consolidated Adjusted Net
Worth, determined as of the last day of each fiscal
quarter in each Fiscal Year, in an amount which is not
less than the amount indicated opposite each of the
following dates:
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Quarter Ending Date Amount
12/31/95 $32,000,000
03/31/96 $29,400,000
06/30/96 $27,400,000
09/30/96 $27,400,000
12/31/96 $27,700,000
03/31/97 $27,700,000
06/30/97 $27,700,000
09/30/97 $27,700,000
12/31/97 $27,700,000
Provided, however, in the event that the Consolidated
Adjusted Net Worth as of December 31, 1995 exceeds
$32,447,000, then each of the amounts of Consolidated
Adjusted Net Worth listed above shall thereupon be
automatically increased by an amount equal to such
excess. Beginning with the fiscal quarter ending March
31, 1998, the Borrowers will maintain a Consolidated
Adjusted Net Worth, calculated as of the last day of
each fiscal quarter in each Fiscal Year, of not less
than the sum of (a) $27,700,000 plus (b) an amount (to
the extent greater than zero and without deduction for
any losses) equal to fifty percent (50%) of
Consolidated Net Earnings for the Fiscal Year ending on
December 31, 1997, and fifty percent (50%) of the
Consolidated Net Earnings for each Fiscal Year
thereafter."
(n) Article 8 is hereby amended by the addition of a
new section, numbered 8.28, which shall read in its entirety as
follows:
"8.28 Consolidated Pretax Loss Amount. The
Borrowers shall not permit the Consolidated Pretax
Loss, calculated as of the last day of each period
specified below, to exceed for the period indicated the
amount indicated opposite such period:
Period Amount
01/01/96-03/31/96 ($4,300,000)
01/01/96-06/30/96 ($7,700,000)
01/01/96-09/30/96 ($7,700,000)
01/01/96-12/31/96 ($7,200,000)"
Section 2. Conditions to Amendment. This Amendment
shall become effective upon the receipt by the Agent of six
counterparts of this Amendment, executed by each Borrower, and
each Lender.
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Section 3. 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 Amended 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 4. Reference to and Effect on the Amended Loan
Agreement.
(a) Upon the effectiveness of this Agreement, 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 of 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 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. Borrower agrees 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 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of January 26,
1996.
LACLEDE STEEL COMPANY
By:
Xxxxxxx X. Xxxx, Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
By:
Xxxxxxx X. Xxxx, Vice President
LACLEDE MID AMERICA INC.
By:
Xxxxxxx X. Xxxx, Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as the Agent
By:
Xxxxxxx X. Xxxxxxxx, Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:
Xxxxxxx X. Xxxxxxxx, Vice President
THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as a Lender
By:
Xxxxxx X. Love, Assistant Vice President
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS,
as a Lender
By:
Xxxxx X. Xxxxxx, Senior Vice President
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