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EXHIBIT (4)(e)
AMENDMENT NO. 4
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 4 dated as of June 27, 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 and Amendment No. 3 dated as of December 17, 1999 (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:
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"Supplies Inventory Sublimit Amount" means the amount set forth below
for the period indicated:
Period Amount
------ ------
Effective date of Amendment
No. 4 hereto through June 29, 2000 $4,750,000
June 30, 2000 to July 30, 2000 $4,500,000
July 31, 2000 to August 30, 2000 $4,250,000
August 31, 2000 to September 29, 2000 $4,000,000
September 30, 2000 $3,750,000
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 September 30, 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
Fifteen month period ending 3/31/00 $6,500,000
Eighteen month period ending 6/30/00 $9,000,000
Twenty-one month period ending 9/30/00 $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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Sixteen month period ending 3/31/00 $2,100,000
Nineteen month period ending 6/30/00 $2,500,000
Twenty-two month period ending 9/30/00 $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
------ ------
Fifteen months ending 3/31/00 $1,000,000
Eighteen months ending 6/30/00 $1,500,000
Twenty-one months ending 9/30/00 $2,200,000
In determining Direct Contribution, non-cash pension expense other than service
costs will not be deducted from net income.
Section 2. Special Covenant of the Parent. The Parent covenants and
agrees that upon the closing of the sale of its real estate located in Memphis,
Tennessee (the "Memphis Real Estate") and its receipt of payment of the purchase
price therefor, the proceeds of the sale of the Memphis Real Estate shall be
remitted to the Agent and applied by the Agent to the prepayment of the Term
Loans, applying such amounts ratably to the installments of the Term Loans in
the inverse order of maturity. All payments made pursuant to this paragraph
shall be made by the Parent in the manner set forth in Section 4.3 of the Loan
Agreement.
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
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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.
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
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of June 27, 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
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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