EXHIBIT 10.2
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
This First Amendment to Term Loan and Security
Agreement (the "First Amendment") is made and entered into as of
September 27, 1996, by and between Congress Financial Corporation
(Central) ("Lender") and Keystone Consolidated Industries, Inc.
("Borrower").
RECITALS
A. Borrower and Lender are parties to that certain Term Loan
And Security Agreement dated as of December 30, 1993 ("the
Term Loan Agreement"). Capitalized terms used and not
otherwise defined in this Agreement are used as they are
defined in the Term Loan Agreement.
B. Borrower has requested and Lender has agreed that Lender
will relend to Borrower the amortized principle payments
which have been made under the prior term loan and establish
a new amortization schedule for the full term loan, all upon
the terms and subject to the conditions set forth in this
First Amendment.
NOW, THEREFORE, in consideration of the mutual
conditions and agreements set forth herein, and for other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. Revised Term Loan Agreement. Subject to, and upon the terms
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and conditions contained herein and in the Term Loan
Agreement, Lender agrees to lend to Borrower, within two (2)
business days of the Effective Date of this First Amendment,
the principal amount of $10,549,656, representing the full
payments received to date on the Term Loan, such that, as of
the date of such advance, the total principal amount of the
Term Loan shall equal $20,000,000 (such increased loan being
referred to herein as the "Reloaded Term Loan"; after the
disbursement thereof, all references to the Term Loan shall
be deemed to refer to such Reloaded Term Loan).
2. Scheduled Principal Payments. Except as provided in Sections
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2.3 and 8.2(b) of the Term Loan Agreement, the principal
amount of the Reloaded Term Loan shall be due and payable in
38 equal monthly payments of $277,777 due on October 1, 1996
and on the first day of each month thereafter and final
payment of the remaining principal balance due on December
31, 1999.
3. Use Of Proceeds. Borrower shall use the principal amount of
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the Reloaded Term Loan to reduce the principal amount of the
Revolving Loans (as defined in the Revolving Loan Agreement).
4. Representations And Warranties. Borrower represents and
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warrants that this First Amendment constitutes a legal, valid
and binding obligation enforceable against Borrower in
accordance with its terms.
5. Reference To And Effect Upon The Term Loan Agreement.
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5.1. Upon the effectiveness of this First Amendment, each
reference in the Term Loan Agreement to "the Agreement,"
"hereunder," "hereof," "herein," or words of like
import, shall mean and be a reference to the Term Loan
Agreement, as amended hereby.
5.2. Except as specifically amended hereby, the Term Loan
Agreement shall remain in full force and effect and is
hereby ratified and confirmed.
5.3. The execution, delivery and effectiveness of this First
Amendment shall not operate as a waiver of any right,
power or remedy of Lender under the Term Loan Agreement,
nor constitute a waiver of any provision of the Term
Loan Agreement.
6. Governing Law. This First Amendment shall be governed by and
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construed in accordance with the laws and decisions of the
State of Illinois.
7. Section Titles. The section titles contained in this First
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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.
8. Partial Invalidity. If any provision of this First Amendment
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is held to be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate this First Amendment as
a whole but this First Amendment shall be construed as though
it did not contain the particular provision held to be
invalid or enforceable and the rights and obligations of the
parties hereto shall be construed and enforced only to such
extent as shall be permitted by applicable law.
9. Counterparts. This First Amendment may be executed in any
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number of counterparts, each such counterpart constituting an
original but all together constitute one and the same
instrument.
10. Effectiveness. This First Amendment shall immediately become
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effective upon the date ("Effective Date") when: (i) Lender
has received duly executed counterparts of this First
Amendment from Borrower; (ii) the satisfaction of (or waiver
by Lender) all conditions precedent contained in Section 4.1
of the Revolving Loan and Security Agreement by and between
Lender and Acquisition Subsidiary, Inc., a Delaware
corporation and wholly owned subsidiary of Lender, and (iii)
the satisfaction of (or waiver by Lender) all conditions
contained in Article II of the First Amendment to Amended and
Restated Revolving Loan and Security Agreement dated as of
the date hereof, by and between Lender and Borrower.
11. Effect; Ratification. The amendments set forth herein are
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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 Term Loan Agreement or
(ii) prejudice any right or rights that Lender may now have
or may have in the future under or in connection with the
Term Loan Agreement. Each reference in the Term Loan
Agreement to "this Agreement", "herein", "hereof" and words
of like import shall mean the Term Loan Agreement as amended
hereby. This First Amendment shall be construed in
connection with and as part of the Term Loan Agreement and
all terms, conditions, representations, warranties, covenants
and agreements set forth in the Term Loan Agreement, except
as herein amended or waived, are hereby ratified and
confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, Borrower has caused these presents
to be duly executed and delivered as of the day and year first
above written.
Borrower
KEYSTONE CONSOLIDATED INDUSTRIES,
INC.
By:
Title:
CHIEF EXECUTIVE OFFICE:
Accepted and Agreed:
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:
Title:
Address:
000 X. Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
