SECOND AMENDMENT TO LOAN AGREEMENT
Exhibit
4.1
SECOND
AMENDMENT TO LOAN AGREEMENT
This
Second Amendment to Loan Agreement (this "Amendment") is dated as of May
22, 2007, and is by and between KEYSTONE CONSOLIDATED INDUSTRIES, INC.,
a Delaware corporation (the "Company") and THE COUNTY OF
PEORIA, ILLINOIS (the "Lender").
WITNESSETH:
WHEREAS,
the Company and the Lender are parties to that certain Loan Agreement dated
as
of March 13, 2002 (the same, as it may be amended, restated, modified or
supplemented and in effect from time to time, the "Loan Agreement") under
which the Lender made a $10,000,000 term loan to the Company, which is due
to
mature on June 1, 2007; and
WHEREAS,
the parties have agreed to amend the Loan Agreement in certain respects,
as more
fully set forth herein;
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized
terms used in this Amendment and not otherwise defined herein are used with
the
meanings given such terms in the Loan Agreement.
2. Amendments.
The Loan Agreement is hereby amended, effective as of the Amendment
Effective Date as follows:
(a) by
amending and restating the following definition contained in Article I of
the
Loan Agreement as follows:
"Mortgage"
means that certain Subordinate Mortgage, Security Agreement, Assignment of
Rents
and Fixture Filing dated as of April 9, 2002, and recorded on April 23, 2002
with the Peoria County, Illinois recorder's office as document number 02-16734,
as it may be amended, restated, supplemented or modified from time to time
and
in effect.
"Security
Agreement" means that certain Subordinate Security Agreement dated as of
April
9, 2002, by and between the Company and the Lender with respect to certain
steel
making assets of the Company and located in Peoria, Illinois, as it may be
amended, restated, supplemented or modified from time to time and in
effect.
(b) by
amending and restating Sections 3.1 through 3.3 of the Loan
Agreement:
3.1.
Interest Rates. Through May 31, 2007, the outstanding principal balance
of the Loan shall not bear interest. Commencing on June 1, 2007, the outstanding
principal balance of the Loan shall bear, and the Company shall pay, interest
at
a rate per annum equal to seven and one-half percent (7.5%). During any period
that an Event of Default shall have occurred and be continuing, interest
on the
outstanding principal balance of the Loan shall accrue at a rate equal
to
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049689-21334
nine
and
one-half percent (9.5%) (the "Default Interest Rate"). Notwithstanding anything
contained herein to the contrary, in no event shall the interest rate on
the
Loan exceed the highest rate permitted by applicable law. Interest shall
be
based upon a 360-day year, and shall accrue and be payable for the actual
number
of calendar days elapsed.
3.2.
Principal and Interest. Payments of principal and interest on the Loan,
if not sooner declared to be due in accordance with the provisions hereof,
shall
be made as follows:
(a) On
June
1, 2007, a payment of principal in the amount of One Million and No/100s
Dollars
($1,000,000.00) shall be due and payable.
(b) Commencing
on December 1, 2007, and continuing on the first day of each June and December
thereafter through and including June 1, 2014 (the "Maturity Date"), payments
of
principal and interest each in the amount of Eight Hundred Thirty Eight Thousand
Eighteen and 49/100s Dollars ($838,018.49) shall be due and
payable.
(c) The unpaid principal balance
of the Loan, if not sooner paid or declared to be due in accordance with
the
terms hereof, together with all accrued and unpaid interest thereon and any
other amounts due and payable hereunder or under the Note, the Mortgage,
or
Security Agreement shall be due and payable in full on the Maturity
Date.
3.3. Prepayments. The Company may voluntarily prepay the principal
balance of the Loan, in whole but not in part, at any time on or after the
date
hereof, subject to the following conditions:
(a) Not
less
than thirty (30) days prior to the date upon which the Company desires to
make
such prepayment, the Company shall deliver to the Lender written notice of
its
intention to prepay the Loan in full; and
(b) The
Company shall pay to the Lender, concurrently with such prepayment, a prepayment
premium equal to two percent (2%) of the then-outstanding principal amount
outstanding to be prepaid.
(c)
by amending and restating Subsections 3.5(a) of the Loan
Agreement:
(a) default
in the payment when due of any interest, principal, fee, or other amount
payable
by the Company hereunder or under the Note, the Mortgage, or Security
Agreement;
3.
Conditions to Effectiveness.
This Amendment shall become effective on the date (the
"Amendment Effective Date") on which the following conditions precedent
have been satisfied or waived in writing:
(a) The
Company and the
Lender shall have each executed and delivered this Amendment
to the Lender.
(b) The
Lender shall have received a Reaffirmation of Subordinate Mortgage, Security
Agreement, Assignment of Rents and Fixture Filing, in the form of
Exhibit A attached hereto, duly executed and delivered by the
Company.
(c) The
Lender shall have received an ALTA Statement, in the form used by Chicago
Title
Insurance Company, duly executed and delivered by the Company with respect
to
its Peoria facility.
(d) The
Lender shall have received a fully executed copy of an Amended and Restated
Subordination and Intercreditor Agreement by and among the Company, the Lender
and Wachovia Capital Finance Corporation (Central), in the form of
Exhibit B attached hereto.
(e) The
Lender shall have received a certification from the Company, in the form
of
Exhibit C attached hereto, that the Company has fully complied
with the Capital Expenditure Requirement.
(f) The
Lender shall have received a certificate of the Secretary of the Company
with
certified copies of the following: (i) its Amended and Restated Certificate
of
Incorporation, as in effect with the State of Delaware, (ii) its By-Laws,
(iii)
resolutions of its Board of Directors authorizing the execution, delivery
and
performance by the Company of this Amendment, and (iv) the names of the officer
or officers of the Company authorized to sign this Amendment and other
documents, together with a sample signature of such officer(s) on which the
Lender may conclusively rely on each such certificate until formally advised
by
a like certificate of any changes therein.
(g) The
Lender shall have certificate of good standing and foreign qualification
for the
Company from the Secretary of States of Delaware and Illinois each dated
within
ten (10) days of the Amendment Effective Date.
(h) The
Lender shall have received such other certificates, financial statements,
schedules, resolutions, and other documents which are provided for hereunder
or
which the Lender shall reasonably require.
4.
Representation and Warranties. To induce the Lender to
enter into this Amendment, the Company hereby represents and warrants to
the
Lender as of the Amendment Effective Date that:
(a) The
Company has the corporate power and authority, and the legal right, to make
and
deliver this Amendment and to perform all of its obligations under the Loan
Agreement, as amended by this Amendment, and has taken all necessary corporate
action to authorize the execution and delivery of this Amendment and the
performance of the Note, the Mortgage, or Security Agreement, as so
amended.
(b) When
executed and delivered, this Amendment and the Loan Agreement, as amended
by
this Amendment, will constitute legal, valid and binding obligations of the
Company, enforceable against it, in accordance with its terms, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other
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049689-21334
similar
laws relating to or affecting the enforcement of creditors' rights generally,
general equitable principles (whether considered in a proceeding in equity
or at
law) and an implied covenant of good faith and fair dealing.
(c) The representations and warranties made by the
Company in the Loan Agreement are true and correct in all material respects
on
and as of the Amendment Effective Date, before and after giving effect to
the
effectiveness of this Amendment, as if made on and as of the Amendment Effective
Date, other than those that relate to an earlier or specific date.
5. Reaffirmation
and Confirmation of Subordinated Security
Interests. The Company
hereby confirms to the Lender that the Company has granted to the Lender
a
subordinated security interest in or lien upon substantially all of the steel
making assets located in Peoria, Illinois to secure the repayment of the
Loan.
The Company hereby reaffirms its grant of such subordinated such security
interest and lien to the Lender for such purpose in all respects.
6. Miscellaneous.
(a) The
Company hereby agrees to pay all of the Lender's reasonable attorneys' fees
(which shall not exceed $12,000.00) and title insurance fees and expenses,
related to this Amendment.
(b) This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which shall together constitute but
one and
the same document.
(c) This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
(d) Section
captions and headings used in this Amendment are for convenience only and
are
not part of and shall not affect the construction of this
Amendment.
(e) This
Amendment shall be a contract made under and governed by the laws of the
State
of Illinois, without regard to conflict of laws principles. Whenever possible,
each provision of this Amendment shall be interpreted in such a manner as
to be
effective and valid under applicable law, but if any provision of this Amendment
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions
of this
Amendment.
(f) From
and
after the date of execution of this Amendment, any reference to the Loan
Agreement contained in any notice, request, certificate or other instrument,
document or agreement executed concurrently with or after the execution and
delivery of this Amendment shall be deemed to include this Amendment unless
the
context shall otherwise require.
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049689-21334
(g) Except as expressly set forth herein, nothing in this
Amendment is intended to or shall be deemed to have amended the Loan Agreement,
which is hereby reaffirmed, as amended, in all respects. Notwithstanding
anything contained herein, the terms of this Amendment are not intended to
and
do not serve to effect a novation as to the Loan Agreement. The parties hereto
expressly do not intend to extinguish the Loan Agreement. Instead, it is
the
express intention of the parties hereto to reaffirm the indebtedness created
under the Loan Agreement which is evidenced by the Note and secured by the
collateral referred to in the Mortgage and the Security Agreement. The Loan
Agreement, as amended hereby, and each of the Note, the Mortgage, and Security
Agreement remain in full force and effect and are hereby reaffirmed in all
respects.
[remainder
of page intentionally blank; signature page follows]
362869.4
049689-21334
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date
first
set forth above.
KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware
corporation
By:
/s/ Xxxx X. Xxxxxxx,
Xx.
Its
:Vice President, Chief Financial Officer, Corporate Controller and
Treasurer
THE
COUNTY OF PEORIA, ILLINOIS
By:
/s/ Xxxxxxx
Xxxxx
Its
:County
Administrator
362869.4
049689-21334
Exhibit A
Form
of
Reaffirmation of Subordinate Mortgage, Security Agreement,
Assignment
of Rents and Fixture Filing
REAFFIRMATION
OF SUBORDINATE MORTGAGE,
SECURITY
AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING
This
Reaffirmation of Subordinate Mortgage, Security Agreement, Assignment of
Rents
and Fixture Filing (this "Reaffirmation") is made as of May 22 ,
2007, by KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware
corporation (the "Company"), to and for the benefit of THE COUNTY
OF PEORIA, ILLINOIS (the "Lender").
WITNES
SETH:
WHEREAS,
the Company and the Lender are parties to that certain Loan Agreement dated
as
of March 13, 2002 (the same, as it may be amended, restated, modified or
supplemented and in effect from time to time, the "Loan Agreement") under
which the Lender made a $10,000,000 term loan to the Company (the
"Loan");
WHEREAS,
the Loan is secured by that certain Subordinate Mortgage, Security Agreement,
Assignment of Rents and Fixture Filing dated as of April 9, 2002, recorded
on
April 23, 2002 with the Peoria County, Illinois recorder's office as document
number 02-16734 made by the Company to and for the benefit of the Lender
(the
same, as it may be amended, restated, modified or supplemented and in effect
from time to time, the "Mortgage") which created a mortgage lien on the
property located in Peoria, Illinois and described on Exhibit
A;
WHEREAS,
the Company filed a petition for relief on February 26, 2004 under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the Eastern District of Wisconsin (the "Bankruptcy
Court");
WHEREAS,
the Bankruptcy Court entered an order on or about August 10, 2005 confirming
the
Debtor's Third Amended Joint Plan of Reorganization pursuant to Chapter 11
of
the United States Bankruptcy Code (the "Plan");
WHEREAS,
pursuant to the Plan, the Loan Agreement and the Mortgage were specifically
assumed as executory contracts so (i) the legal, equitable, and contractual
rights of the Lender, (ii) the obligations with respect to the Loan and (iii)
the terms of the Loan Agreement and Mortgage were unimpaired; and
362869.4
049689-21334
Exhibit A
WHEREAS,
the Company and the Lender have agreed to amend the Loan Agreement and the
terms
of the Loan in certain respects, and a condition precedent to such amendment
is
that the Company executes and delivers this Reaffirmation.
NOW,
THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged, the Mortgage is hereby reaffirmed as of the date hereof in
all
respects by the Company, and shall continue from and after the date hereof
and
shall remain in full force and effect from and after the date
hereof.
IN
WITNESS WHEREOF, the Company has executed this Reaffirmation as of the date
first above written.
KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation
By:/s/
Xxxx X. Xxxxxxx,
Xx.
Name:
Xxxx X. Xxxxxxx, Xx.
Title:
Vice President and Chief Financial Officer
ATTEST:
/s/
Xxxxxx X.
Xxxxx
Secretary
362869.4
049689-21334
Exhibit A
STATE
OF
TEXAS
)
)
.ss
COUNTY
OF
DALLAS )
I ,
a Notary Public in and for said County, in the State aforesaid,
DO HEREBY CERTIFY that Xxxx X. Xxxxxxx, Xx., Vice President and Chief Finanical
Officer of Keystone Consolidated Industries, Inc., a Delaware corporation,
is
personally known to me to be the same person whose name is subscribed to
the
foregoing instrument, appeared before me this day in person and acknowledged
that he signed and delivered said instrument as his own free and voluntary
act
for the uses and purposes therein set forth.
GIVEN
under my hand and Notarial Seal this________day of May 2007.
______________________________
Notary
Public
My
Commission Expires: ___________________________
362869.4
049689-21334
Exhibit A
EXHIBIT
A
Legal
Description of Steel Making Land in Peoria, IL
North
580' of the northwest quarter of section 31, township 8 north, range 8 east
of
the fourth principal meridian. Also north 580' of the northeast quarter
of section 36, township 8 north, range 7 east of the fourth principal meridian
lying east of the east right of way line of the Chicago & Northwestern
Railroad. Also all of the southeast quarter of section 25, township 8
north, range 7 east of the fourth principal meridian lying east of the east
right of way line of the Chicago & Northwestern Railroad. Also all of
the west half of section 30, township 8 north, range 8 east of the fourth
principal meridian lying southwest of the southwest right of way line of
1-474
Excepting the north 1600'.
Except
the coal and other minerals underlying the surface of said land and all rights
and easements in favor of the estate of said coal and other
minerals.
Together
with a non-exclusive easement for ingress, egress and access on, over, across
and through that certain improved road known as "Steel Works Road" located
on
the adjacent real property owned by Mortgagor and contained within Section
25,
Township 8 North, Range 7 East, which road connects the Property to the publicly
dedicated street known as "Washington Street".
The
common address for the Property and other non-mortgaged property owned by
Mortgagor is 0000 X.X. Xxxxx, Xxxxxx, Xxxxxx, Xxxxxxxx.
The
Real
Estate Tax Identification Numbers for the Property are set forth
below:
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
00-00-000-000
362869.4
049689-21334
EXHIBIT
B
Form
of
Amended and Restated Subordination and Intercreditor
Agreement
AMENDED
AND RESTATED
SUBORDINATION
AND INTERCREDITOR AGREEMENT
THIS
AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (this
“Agreement”) is dated as of this 22 day of May, 2007, by and
among the County of Peoria, Illinois, together with its successors and assigns,
the “Subordinated Creditors”), Keystone Consolidated Industries, Inc., a
Delaware corporation (the “Company”), and Wachovia Capital Finance Corporation
(Central), an Illinois corporation, as agent for certain lenders (“Lenders”)
under the Credit Agreement (as hereinafter defined) (together with its
successors and assigns in such capacity, “Agent”).
R
E C I T A L S
A. The
Company, certain of its Subsidiaries, Agent and Lenders have entered into
a Loan
and Security Agreement dated as of August 31, 2005 (as the same has been
and may be amended, supplemented or otherwise modified from time to time
including, without limitation, all refinancings and refundings, the “Credit
Agreement”) pursuant to which, among other things, Lenders agreed, subject to
the terms and conditions set forth in the Credit Agreement, to make certain
loans and financial accommodations to the Company and certain of its
Subsidiaries. All of the Company’s and its Subsidiaries’ (as defined
in the Credit Agreement) obligations to Agent and Lenders under the Credit
Agreement and the other Senior Debt Documents (as hereinafter defined) are
secured by liens on and security interests in substantially all of the now
existing and hereafter acquired real and personal property of the Company
and
its Subsidiaries (the “Collateral”).
B. The
Company and Subordinated Creditors have entered into a Loan
Agreement dated as of March 13, 2002 as amended by (i) that certain
First Amendment to Loan Agreement dated April 4, 2007 and (ii) that certain
Second Amendment to Loan Agreement dated as of the date hereof (as the same
may
be further amended, supplemented or otherwise modified from time to time
as
permitted hereunder, the “Subordinate Loan Agreement”) pursuant to which (i)
Subordinated Creditors extended credit to the Company as evidenced by that
certain Term Note dated as of April 9, 2002 in the aggregate principal amount
of
$10,000,000 (as the same may be amended, supplemented or otherwise modified
from
time to time as permitted hereunder, the “Subordinated Note”).
C. As
an inducement to and as one of the conditions precedent to the agreement
of
Agent and Lenders to continue to provide financing under the Credit Agreement,
Agent and Lenders have required the execution and delivery of this Agreement
by
Subordinated Creditors and the Company in order to set forth the relative
rights
and priorities of Lender and Subordinated Creditors under the Senior Debt
Documents and the Subordinated Debt Documents (as hereinafter
defined).
EXHIBIT
B
NOW,
THEREFORE, in order to induce Agent and Lenders to continue to
consummate the transactions contemplated by the Credit Agreement (including,
without limitation, all amendments thereto), and for other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged,
the
parties hereto hereby agree as follows:
1. Definitions.
The following terms shall have the following meanings in this
Agreement:
“Bankruptcy
Code” shall mean Chapter 11 of Title 11 of the
United States Code, as amended from time to time and any successor statute
and
all rules and regulations promulgated thereunder.
“Distribution”
means, with respect to the Subordinated Debt, any payment, prepayment,
redemption, purchase or other distribution by or on behalf of the Company
or any
guarantor of the Subordinated Debt of cash, securities or other property,
by
set-off or otherwise, on account of such Subordinated Debt.
“Enforcement
Action” shall mean (a) to take any enforcement
action or otherwise commence the exercise of remedies against the Company
or any
guarantor of the Subordinated Debt to collect all or any part of the
Subordinated Debt, including by way of set-off, (b) to xxx for payment of,
or to
initiate or participate with others in any suit, action or proceeding against
the Company or any such guarantor to (i) enforce payment of or to collect
the
whole or any part of the Subordinated Debt or (ii) commence judicial enforcement
of any of the rights and remedies under the Subordinated Debt Documents or
applicable law with respect to the Subordinated Debt, (c) to accelerate the
Subordinated Debt, (d) to exercise any put option or to cause the Company
or any
such guarantor to honor any redemption or mandatory prepayment obligation
under
any Subordinated Debt Document or (e) take any action under the provisions
of
any state or federal law, including, without limitation, the Uniform Commercial
Code, or under any contract or agreement, to enforce, foreclose upon, take
possession of or sell any property or assets of the Company or any
such guarantor.
“Indefeasibly
Paid” means, with respect to the Senior Debt, that
at least 91 days have elapsed since the Senior Debt has been paid in full
in
cash.
“Lenders”
shall mean the “Lenders” as defined in the Credit
Agreement.
“Lender
Loan Documents” shall mean the Credit Agreement
and all other agreements, documents and instruments executed from time to
time
in connection therewith, as the same may be amended, restated, supplemented
or
otherwise modified from time to time as permitted hereunder.
“Permitted
Refinancing” shall mean any refinancing of the
Senior Debt under the Lender Loan Documents; provided that (i) the
financing documentation entered into by the Company in connection with such
Permitted Refinancing constitute Permitted Refinancing
Senior Debt Documents and (ii) such Senior Debt as refinanced otherwise
constitutes “Senior Debt” under the definition thereof.
EXHIBIT
B
“Permitted
Refinancing Senior Debt Documents” shall mean any
financing documentation which replaces the Lender Loan Documents and pursuant
to
which the Senior Debt under the Lender Loan Documents are refinanced (in
whole
or in part), as such financing documentation may be amended, restated,
supplemented or otherwise modified from time to time in compliance with this
Agreement, but specifically excluding any such financing documentation to
the
extent that it contains, either initially or by amendment or other modification,
any material terms, conditions, covenants or defaults other than those which
could be included in the Lender Loan Documents by an amendment or other
modification that would not be prohibited by the terms of this Agreement
(and
provided that the applicable lenders (or an agent for such lenders) agrees
in
writing to be bound by the terms hereof binding on Lenders (or the agent
for
such lender, as applicable)).
“Permitted
Subordinated Debt Payments” means (a) payments of
regularly scheduled payments of interest and principal on the Subordinated
Debt
as set forth on Schedule I hereto and on the dates set forth on Schedule I
hereto, in each case on a non-accelerated basis and (b) payment of closing
costs
and fees payable on or about the date hereof in an amount not to exceed
$20,000.
“Person”
means any natural person, corporation, general or limited partnership,
limited liability company, firm, trust, association, government, governmental
agency or other entity, whether acting in an individual, fiduciary or other
capacity.
“Proceeding”
shall mean any voluntary or involuntary insolvency, bankruptcy, receivership,
custodianship, liquidation, dissolution, reorganization, assignment for the
benefit of creditors, appointment of a custodian, receiver, trustee or other
officer with similar powers or any other proceeding for the liquidation,
dissolution or other winding up of a Person.
“Senior
Debt” shall mean all monetary obligations,
liabilities and indebtedness of every nature of one or more of the Company
and/or its Subsidiaries from time to time owed to Agent and any Lender under
the
Senior Debt Documents (but subject to the limitations contained in Section
3.1 hereof), including, without limitation, the principal amount of all
debts, claims and indebtedness, accrued and unpaid interest and all fees,
costs
and expenses, whether primary, secondary, direct, contingent, fixed or
otherwise, heretofore, now and from time to time hereafter owing, due or
payable
under the Senior Debt Documents, whether before or after the filing of a
Proceeding under the Bankruptcy Code together with (a) any amendments,
restatements, modifications, renewals, refundings, refinancings or extensions
thereof to the extent not prohibited by the terms of this Agreement and (b)
any
interest accruing thereon after the commencement of a Proceeding, without
regard
to whether or not such interest is an allowed claim; provided, that, the
aggregate principal amount of Senior Debt outstanding at any time and advanced
by the holders of the Senior Debt shall not at any time exceed
$100,000,000. Senior Debt shall be considered to be outstanding
whenever any loan commitment under the Senior Debt Document is
outstanding.
EXHIBIT
B
“Senior
Debt Documents” shall mean the Lender Loan
Documents and, after the consummation of any Permitted Refinancing, the
Permitted Refinancing Senior Debt Documents.
“Senior
Default” shall mean any “Event of Default” under
the Senior Debt Documents.
“Subordinated
Debt” shall mean all monetary obligations,
liabilities and indebtedness of every nature of one or more of the Company
and/or its Subsidiaries from time to time owed to one or more Subordinated
Creditors evidenced by or incurred pursuant to the Subordinated Debt Documents,
including, without limitation, the principal amount of the Subordinated Notes,
all accrued and unpaid interest thereon and all fees, costs and expenses,
whether primary, secondary, direct, contingent, fixed or otherwise, heretofore,
now and from time to time hereafter owing, due or payable under the Subordinated
Debt Documents, whether before or after the filing of a Proceeding under
the
Bankruptcy Code, including any interest accruing thereon after the commencement
of a Proceeding, without regard to whether or not such interest is an allowed
claim.
“Subordinated
Debt Documents” shall mean the Subordinated Note,
the Subordinate Loan Agreement, any guaranty with respect to the Subordinated
Debt, that certain Subordinate Security Agreement, dated as of April 9, 2002
by
Subordinated Creditors and the Company, that certain Subordinate Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing dated
as
of April 9, 2002, by the Company in favor of the Subordinated Creditors and
all
other documents, agreements and instruments now existing or hereinafter executed
in connection therewith, as the same may be amended, supplemented or otherwise
modified from time to time to the extent permitted under this
Agreement.
2. Subordination.
2.1 Subordination
of Subordinated Debt to Senior
Debt. Subject to the provisions
governing Permitted Subordinated Debt Payments as set forth in Section 2.3
hereof, the Company covenants and agrees, and each Subordinated Creditor
by its
acceptance of the Subordinated Debt Documents (whether upon original issue
or
upon transfer or assignment) likewise covenants and agrees, notwithstanding
anything to the contrary contained in any of the Subordinated Debt Documents,
that the payment of any and all of the Subordinated Debt shall be subordinate
and subject in right and time of payment, to the extent and in the manner
hereinafter set forth, to the prior indefeasible payment in full in cash
of all
Senior Debt. Each holder of Senior Debt, whether now outstanding or
hereafter created, incurred, assumed or guaranteed, shall be deemed to have
acquired Senior Debt in reliance upon the provisions contained in this
Agreement.
EXHIBIT
B
2.2 Liquidation,
Dissolution, Bankruptcy. In the event of any
Proceeding involving one or more of the Company or its
Subsidiaries:
(a) All
Senior Debt shall first be Indefeasibly Paid and all commitments to lend
under
the Senior Debt Documents shall be terminated before any Distribution, whether
in cash, securities or other property, shall be made to any Subordinated
Creditor on account of any Subordinated Debt.
(b) Any
Distribution, whether in cash, securities or other property which would
otherwise, but for the terms hereof, be payable or deliverable in respect
of the
Subordinated Debt shall be paid or delivered directly to Agent (to
be held and/or applied by Agent in accordance with the terms of the Senior
Debt
Documents) until all Senior Debt is Indefeasibly Paid and all commitments
to
lend under the Senior Debt Documents shall have been terminated. Each
Subordinated Creditor irrevocably authorizes, empowers and directs any debtor,
debtor in possession, receiver, trustee, liquidator, custodian, conservator
or
other Person having authority, to pay or otherwise deliver all such
Distributions to Agent. Each Subordinated Creditor also irrevocably
authorizes and empowers Agent, in the name of such Subordinated Creditor,
to
demand, xxx for, collect and receive any and all such
Distributions.
(c) Each
Subordinated Creditor agrees not to initiate, prosecute or participate in
any
claim, action or other proceeding challenging the enforceability, validity,
perfection or priority of the Senior Debt or any liens and security interests
securing the Senior Debt.
(d) Each
Subordinated Creditor agrees to execute, verify, deliver and file any proofs
of
claim in respect of the Subordinated Debt requested by Agent in connection
with
any such Proceeding and hereby irrevocably authorizes, empowers and appoints
Agent, its agent and attorney-in-fact to (i) execute, verify, deliver and
file
such proofs of claim upon the failure of a Subordinated Creditor promptly
to do
so prior to 15 days before the expiration of the time to file any such proof
of
claim and (ii) vote such claim in any such Proceeding upon the failure of
a
Subordinated Creditor to do so prior to 10 days before the expiration of
the
time to vote any such claim; provided that Agent shall have no obligation
to
execute, verify, deliver, file and/or vote any such proof of claim. In the
event
that Agent votes any claim in accordance with the authority granted hereby,
no
Subordinated Creditor shall be entitled to change or withdraw such
vote.
(e) The
Senior Debt shall continue to be treated as Senior Debt and the provisions
of
this Agreement shall continue to govern the relative rights and priorities
of
Agent and Lenders and Subordinated Creditors even if all or part of the Senior
Debt or the security interests securing the Senior Debt are subordinated,
set
aside, avoided, invalidated or disallowed in connection with any such
Proceeding, and this Agreement shall be reinstated if at any time any payment
of
any of the Senior Debt is rescinded or must otherwise be returned by any
holder
of Senior Debt or any representative of such holder.
EXHIBIT
B
2.3 Subordinated
Debt Payment
Restrictions. Notwithstanding the terms
of the Subordinated Debt Documents, the Company hereby agrees that it
may not make, and each Subordinated Creditor hereby agrees that it will not
accept, any Distribution with respect to the Subordinated Debt until the
Senior
Debt is Indefeasibly Paid and all commitments to lend under the Senior Debt
Documents have terminated other than Permitted Subordinated Debt Payments
subject to the terms of Section 2.2 of this Agreement; provided,
however, that the Company and the Subordinated Creditors further
agree
that no Permitted Subordinated Debt Payment may be made by the Company, directly
or indirectly, or accepted by the Subordinated Creditors if at the time of
such
payment a Senior Default exists or would arise as a result of such Permitted
Subordinated Debt Payment and such Senior Default shall not have been cured
or
waived. The Company may resume Permitted Subordinated Debt Payments
(and may make any Permitted Subordinated Debt Payments missed due to the
application of the preceding sentence) upon a cure or waiver of the Senior
Default so long as no Senior Default would arise after giving effect to such
Permitted Subordinated Debt Payment. No Senior Default shall be
deemed to have been waived for purposes of this Section 2.3 unless and until
the
Company shall have received a written waiver from Agent. Any Permitted
Subordinated Debt Payments shall indefeasibly vest in the Subordinated Creditors
and the Agent and the Lenders waive any rights they may have to reclamation
of
such payments if made in accordance with this Agreement.
2.4 Subordinated
Debt Standstill Provisions. Until the Senior Debt is
Indefeasibly Paid and all commitments to lend under the Senior Debt Documents
shall be terminated, no Subordinated Creditor shall, without the prior written
consent of Agent, take any Enforcement Action with respect to the Subordinated
Debt.
2.5 Incorrect
Payments. If any Distribution on account of the Subordinated Debt
not permitted to be made by the Company or accepted by a Subordinated Creditor
under this Agreement is made and received by such Subordinated Creditor,
such
Distribution shall not be commingled with any of the assets of such Subordinated
Creditor, shall be held in trust by such Subordinated Creditor for the benefit
of Agent and Lenders and shall be promptly paid over to Agent for application
(in accordance with the Senior Debt Documents ) to the payment of the Senior
Debt then remaining unpaid, until all of the Senior Debt is Indefeasibly
Paid.
2.6 Subordination
of Liens and Security Interests; Agreement Not to Contest; Agreement to Release
Liens. Until the Senior Debt has been Indefeasibly Paid and all
lending commitments under the Senior Debt Documents have terminated, any
liens
and security interests of a Subordinated Creditor in the Collateral which
may
exist shall be and hereby are subordinated for all purposes and in all respects
to the liens and security interests of Agent and Lenders in the Collateral,
regardless of the time, manner or order of perfection of any such liens and
security interests. Each Subordinated Creditor agrees that it will not at
any
time contest the validity, perfection, priority or enforceability of the
Senior
Debt, the Senior Debt Documents, or the liens and security interests of Agent
and Lenders in the Collateral securing the Senior Debt.
EXHIBIT
B
2.7 Sale,
Transfer or other Disposition of Subordinated
Debt.
(a) No
Subordinated Creditor shall sell, assign, pledge, dispose of or otherwise
transfer all or any portion of the Subordinated Debt or any Subordinated
Debt
Document: (i) unless, prior to the
consummation of any such action, the transferee thereof shall execute and
deliver to Agent an agreement substantially identical to this Agreement,
providing for the continued subordination of the Subordinated Debt to the
Senior
Debt as provided herein and for the continued effectiveness of all of the
rights
of Agent and Lenders arising under this Agreement.
(b) Notwithstanding
the failure of any assignee or transferee to execute or deliver an agreement
substantially identical to this Agreement or to otherwise agree to be bound
by
the provisions hereof, the terms of this Agreement shall nevertheless be
binding
upon the successors and assigns of each Subordinated Creditor and each Agent
and
Lenders.
2.8 Legends.
Until the termination of this Agreement in accordance with Section 15 hereof,
each Subordinated Creditor will cause to be clearly, conspicuously and
prominently inserted on the face of the Subordinated Note and each other
Subordinated Debt Document, as well as any renewals or replacements thereof,
the
legend in place on such documents as in effect on the date hereof or the
following legend:
“This
instrument and the rights and obligations evidenced hereby are subordinate
in
the manner and to the extent set forth in that certain Amended and Restated
Subordination and Intercreditor Agreement (the “Subordination Agreement”),
entered into as of June 1, 2007 among Keystone Consolidated Industries, Inc.
(“Company”), the County of Peoria, Illinois, and Wachovia Capital Finance
Corporation (Central) (“Agent”), to the indebtedness (including interest) owed
by the Company pursuant to that certain Loan and Security Agreement dated
as of
August 31, 2005 between the Company, and Agent and other Lenders party
thereto (and the documents related thereto), as such Loan
and Security Agreement (and related documents) has been and hereafter may
be
amended, restated, supplemented or otherwise modified from time to time and
to
indebtedness refunding or refinancing the indebtedness under that agreement
as
contemplated by the Subordination Agreement; and each holder of this instrument,
by its acceptance hereof, irrevocably agrees to be bound by the provisions
of
the Subordination Agreement.”
EXHIBIT
B
2.9 Asset
Sales. The Agent’s rights with respect to the Collateral
include the right to release any or all of the Collateral from any or all
liens
or encumbrances in favor of the Agent and the Subordinated Creditors in
connection with any sale of all or any portion of the Collateral.
The Subordinated Creditors are hereby deemed to have
consented to all such sales. Upon the request of the Agent, the
Subordinated Creditors shall deliver to the Agent such duly executed and
undated
UCC and, as applicable, intellectual property terminations, satisfactions
and
discharges of mortgages (the term “mortgage” being deemed to include mortgage
deeds, deeds of trust and other similar instruments creating a lien on real
property), termination statements and partial release statements (in blank
as to
the assets being released), as Agent may request with respect to the
Subordinated Creditors’ liens on any or all of the Company’s
assets. If the Agent shall determine, in connection with any sale of
Collateral, that the termination, satisfaction, discharge or partial release
of
the lien on all or any portion of the Collateral in connection with such
sale is
necessary or advisable, the Agent may deliver to the applicable purchaser
at
such sale (or, upon the request of such purchaser, file) such previously
delivered termination, satisfaction, discharge or partial release documents,
which partial release documents the Agent is hereby authorized to
complete (whether one or more and from time to time)) by inserting the
description of the assets to be released. The Subordinated Creditors
shall execute such other release, satisfaction, discharge and termination
documents and instruments and shall take such further actions as the Agent
shall
request. The Subordinated Creditors hereby irrevocably constitutes
and appoints the Agent, with full power of substitution, as its true and
lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Subordinated Creditors and in their name or in the Agent’s own
name, from time to time in the Agent’s discretion, for the purpose of carrying
out the terms of this paragraph, to take any and all appropriate action and
to
execute any and all documents and instruments which may be necessary or
desirable to accomplish the purposes of this paragraph, including, without
limitation, any terminations of financing statements, partial lien releases,
mortgage satisfactions and discharges, endorsements, assignments or other
instruments of transfer, termination or release, and, in addition, to take
any
and all other appropriate and commercially reasonably action for the purpose
of
carrying out the terms of this paragraph. The Subordinated Creditors
hereby ratify all that said attorneys shall lawfully do or cause to be done
pursuant to the power of attorney granted in this paragraph. No
person to whom this power of attorney is presented, as authority for Agent
to
take any action or actions contemplated hereby, shall be required to inquire
into or seek confirmation from the Subordinated Creditors as to the authority
of
the Agent to take any action described herein, or as to the existence of
or
fulfillment of any condition to this power of attorney, which is intended
to
grant to the Agent unconditionally the authority to take and perform the
actions
contemplated herein. The Subordinated Creditors irrevocably waive any
right to commence any suit or action, in law or equity, against any person
or
entity which acts in reliance upon or acknowledges the authority granted
under
this power of attorney.
2.10 Cash
Collateral; Financing. To the extent that the Agent
consents to the Company’s use of cash collateral under Section 363 of the
Bankruptcy Code or otherwise or the Agent agrees to provide additional financing
to any Company under the Bankruptcy Code, the Subordinated Creditors hereby
agree not to impede, object to (on grounds of lack of adequate protection,
or
otherwise), or otherwise interfere with such use of cash collateral or
financing. The Subordinated Creditors specifically agree that the
Agent may consent to any Company’s use of cash collateral or provide financing
to Company on such terms and conditions and in such amounts as the Agent,
in its
sole discretion, elects.
EXHIBIT
B
3. Modifications.
3.1 Modifications
to Senior Debt Documents. Agent and Lenders may at
any time and from time to time without the consent of or notice to any
Subordinated Creditor, without incurring liability to any Subordinated Creditor
and without impairing or releasing the obligations of any Subordinated Creditor
under this Agreement, change the manner or place of payment or extend the
time
of payment of or renew or alter any of the terms of the Senior Debt, or amend
in
any manner any agreement, note, guaranty or other instrument evidencing or
securing or otherwise relating to the Senior Debt.
3.2 Modifications
to Subordinated Debt Documents. Until the Senior
Debt has been Indefeasibly Paid and all lending commitments under the Senior
Debt Documents have terminated, and notwithstanding anything to the contrary
contained in the Subordinated Debt Documents, no Subordinated Creditor shall,
without the prior written consent of Agent, agree to any amendment, restatement,
modification, refinancing, refunding or supplement to the Subordinated Debt
Documents.
4. Representation. Each
Subordinated Creditor represents and warrants to Agent that as of the date
hereof, The County of Peoria, Illinois, is the sole owner, beneficially and
of
record, of all the Subordinated Debt.
5. Modification.
Any modification or waiver of any provision of this Agreement, or any consent
to
any departure by any party from the terms hereof, shall not be effective
in any
event unless the same is in writing and signed by Agent and Subordinated
Creditors, and then such modification, waiver or consent shall be effective
only
in the specific instance and for the specific purpose given. Any notice to
or
demand on any party hereto in any event not specifically required hereunder
shall not entitle the party receiving such notice or demand to any other
or
further notice or demand in the same, similar or other circumstances unless
specifically required hereunder.
7. Further
Assurances. Each party to this Agreement promptly will execute and
deliver such further instruments and agreements and do such further acts
and
things as may be reasonably requested in writing by any other party hereto
that
may be necessary or desirable in order to effect fully the purposes of this
Agreement.
8. Notices.
Unless otherwise specifically provided herein, any notice delivered under
this
Agreement shall be in writing addressed to the respective party as set forth
below and may be personally served, telecopied or sent by overnight courier
service or certified or registered United States mail and shall be deemed
to
have been given (a) if delivered in person, when delivered; (b) if delivered
by
telecopy, on the date of transmission if transmitted on a business day before
4:00 p.m. (Chicago time) or, if not, on the next succeeding business day;
(c) if
delivered by overnight courier, one business day after delivery to such courier
properly addressed; or (d) if by United States mail, four business days after
deposit in the United States mail, postage prepaid and properly
addressed.
EXHIBIT
B
Notices
shall be addressed as follows:
(a) if
to Agent:
Wachovia
Capital Finance Corporation (Central)
000
X.
Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention: Keystone
Account Manager
Facsimile
No.: 312/332-0424
with
a
copy to:
Xxxxxx
& Xxxxxxx
000
X.
Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention:
Vik Puri
Facsimile
No.: 312/993-9767
(b) if
to the Subordinated Creditors:
The
County of Peoria, Illinois
000
Xxxx
Xxxxxx
Xxxxxx,
XX 00000
Attention:
F. Xxxxxxx Xxxxx, County Administrator
Facsimile
No.: 309/672-6029
with
a
copy to:
Xxxxxxxx
Xxxxxx Chartered
000
X.
XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attention:
Xxxx X. Xxxxx
Facsimile
No.: 312/264-2476
EXHIBIT
B
(c) if
to the Company:
Keystone
Consolidated Industries, Inc.
Three
Lincoln Centre, Suite 1740
0000
XXX
Xxxxxxx
Xxxxxx,
XX 00000
Attention:
President
Facsimile
No.: 972/448-1408
with
a
copy to:
Keystone
Consolidated Industries, Inc.
Three
Lincoln Centre, Suite 1740
0000
XXX
Xxxxxxx
Xxxxxx,
XX 00000
Attention:
E. Xxxxxx Xxxxxxxx, Xx. Acting Associate General Counsel
Facsimile
No.: 972/448-1445
or
in any
case, to such other address as the party addressed shall have previously
designated by written notice to the serving party, given in accordance with
this
Section 8.
9. Successors
and Assigns. This Agreement shall inure to the benefit of, and
shall be binding upon, the respective successors and assigns of Agent and
Lenders, Subordinated Creditors and the Company. To the extent permitted
under
the Senior Debt Documents, Agent and Lenders may, from time to time, without
notice to any Subordinated Creditor, assign or transfer any or all of the
Senior
Debt or any interest therein to any Person and, notwithstanding any such
assignment or transfer, or any subsequent assignment or transfer, the Senior
Debt shall, subject to the terms hereof, be and remain Senior Debt for purposes
of this Agreement, and every permitted assignee or transferee of any of the
Senior Debt or of any interest therein shall, to the extent of the interest
of
such permitted assignee or transferee in the Senior Debt, be entitled to
rely
upon and be the third party beneficiary of the subordination provided under
this
Agreement and shall be entitled to enforce the terms and provisions hereof
to
the same extent as if such assignee or transferee were initially a party
hereto.
10. Relative
Rights. This Agreement shall
define the relative rights of Agent and Lenders and Subordinated Creditors.
Nothing in this Agreement shall (a) impair, as among the Company and Agent
and
Lenders and as between the Company and Subordinated Creditors, the obligation
of
the Company with respect to the payment of the Senior Debt and the Subordinated
Debt in accordance with their respective terms or (b) affect the relative
rights
of Agent and Lenders or Subordinated Creditors with respect to any other
creditors of the Company.
EXHIBIT
B
11. Conflict.
In the event of any conflict between any term, covenant or condition of this
Agreement and any term, covenant or condition of any of the Subordinated
Debt
Documents, the provisions of this Agreement shall control and
govern.
12. Headings.
The paragraph headings used in this Agreement are for convenience only and
shall
not affect the interpretation of any of the provisions hereof.
13. Counterparts.
This Agreement may be executed in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. Severability.
In the event that any provision of this Agreement is deemed to be
invalid, illegal or unenforceable by reason of the operation of any law or
by
reason of the interpretation placed thereon by any court or governmental
authority, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby, and
the
affected provision shall be modified to the minimum extent permitted by law
so
as most fully to achieve the intention of this Agreement.
15. Continuation
of Subordination; Termination of Agreement. This Agreement shall
remain in full force and effect until the indefeasible payment in full in
cash
of the Senior Debt and the termination of all lending commitments under the
Senior Debt Documents after which this Agreement shall terminate without
further
action on the part of the parties hereto.
16. Applicable
Law. This Agreement shall be governed by and shall
be construed and enforced in accordance with the internal laws of the State
of
Illinois, without regard to conflicts of law principles.
17. CONSENT
TO JURISDICTION.EACH OF THE PARTIES HERETO
HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT
LOCATED WITHIN THE COUNTY OF XXXX, STATE OF ILLINOIS. EACH OF THE
PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE NON-EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. EACH OF THE PARTIES HERETO HEREBY WAIVES PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE
MADE
UPON IT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO
SUCH PARTY AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND
SERVICE
SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.
18. WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATED
DEBT
DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS. EACH OF THE PARTIES
HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO
A
BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO
THIS
AGREEMENT AND THE SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY
ON
THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF THE PARTIES
HERETO WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING
THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS.
EXHIBIT
B
19, Prior
Agreement. Each of the Parties hereto agrees that this
Agreement shall amend, restate and replace that certain Subordination and
Intercreditor Agreement dated as of March 15, 2002 (as amended) among Agent
(f/k/a Congress Financial Corporation (Central)), Company and Subordinated
Creditors.
[Signature
Page Follows]
EXHIBIT
B
IN
WITNESS WHEREOF, Subordinated Creditors, the Company, and the Agent
have caused this Agreement to be executed as of the date first above
written.
AGENT:
WACHOVIA
CAPITAL FINANCE (CENTRAL)
By:
Its:
SUBORDINATED
CREDITORS:
THE
COUNTY OF PEORIA, ILLINOIS
By:
Its:
COMPANY:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC.
By:
Its:
EXHIBIT
B
SCHEDULE
I
|
Payment
Date
|
Payment
Amount
|
Principal
Payment
|
Interest
Payment
|
Cumulateive
Principal Accruing Interest
|
Cumulative
Interest
|
|
June
1, 2007
|
1,000,000.00
|
1,000,000.00
|
N/A
|
N/A
|
N/A
|
|
December
1, 2007
|
838,018.49
|
500,518.49
|
337,500.00
|
500,518.49
|
337,500.00
|
|
June
1, 2008
|
838,018.49
|
519,287.93
|
318,730.56
|
1,019,806.42
|
656,230.56
|
|
December
1, 2008
|
838,018.49
|
538,761.23
|
299,257.26
|
1,558,567.65
|
955,487.82
|
|
June
1, 2009
|
838,018.49
|
558,964.78
|
279,053.71
|
2,117,532.43
|
1,234,541.53
|
|
December
1, 2009
|
838,018.49
|
579,925.96
|
258,092.53
|
2,697,458.39
|
1,492,634.06
|
|
June
1, 2010
|
838,018.49
|
601,673.18
|
236,345.31
|
3,299,131.57
|
1,728,979.37
|
|
December
1, 2010
|
838,018.49
|
624,235.92
|
213,782.57
|
3,923,367.49
|
1,942,761.94
|
|
June
1, 2011
|
838,018.49
|
647,644.77
|
190,373.72
|
4,571,012.26
|
2,133,135.66
|
|
December
1, 2011
|
838,018.49
|
671,931.45
|
166,087.04
|
5,242,943.71
|
2,299,222.70
|
|
June
1, 2012
|
838,018.49
|
697,128.88
|
140,889.61
|
5,940,072.59
|
2,440,112.31
|
|
December
1, 2012
|
838,018.49
|
723,271.21
|
114,747.28
|
6,663,343.80
|
2,554,859.59
|
|
June
1, 2013
|
838,018.49
|
750,393.88
|
87,624.61
|
7,413,737.69
|
2,642,484.19
|
|
December
1, 2013
|
838,018.49
|
778,533.65
|
59,484.84
|
8,192,271.34
|
2,701,969.03
|
|
June
1, 2014
|
838,018.49
|
807,728.67
|
30,289.82
|
9,000,000.00
|
2,732,258.86
|
|
10,000,000.00
|
Exhibit
C
Form
of
Capital Expenditure Requirement Certification
CERTIFICATE
OF COMPLIANCE
WITH
CAPITAL EXPENDITURE REQUIREMENT
The
undersigned, does hereby certify to The County of Peoria, Illinois and the
State
of Illinois, Department of Commerce and Community Affairs that he is a duly
elected, qualified and acting Vice President and Chief Financial Officer
of
KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation (the “Company”), and that
he is authorized to execute this certificate and that he further certifies
that:
1. Since
April 9, 2002, the Company has invested at least Ten Million and No/100s
Dollars
($10,000,000.00) in Durable Movable Equipment for the Company’s facilities in
Peoria, Illinois in accordance with the provisions of Part III, Section 2.2
of
the DCCA Grants (the “Capital Expenditure Requirement”).
2. In
complying with the Capital Expenditure Requirement, the Company used generally
accepted sound business practices, arms length bargaining and the other
principles set forth in Part IV, Section 4.8 of the DCCA Grants.
3. Attached
hereto as Exhibit A are copies of invoices for the Durable
Movable Equipment that was purchased for the Company’s facilities in Peoria,
Illinois since April 9, 2002 with an aggregate purchase price of Ten Million
and
No/100s Dollars ($10,000,000.00), or an itemized list of such Durable Movable
Equipment.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
May 22, 2007.
By:
/s/ Xxxx X. Xxxxxxx,
Xx.
Xxxx
X.
Xxxxxxx, Xx.,
Vice
President and Chief Financial Officer
