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EXHIBIT 4(c)
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as
of this 27th day of March, 2001, by and among LACLEDE STEEL COMPANY, a Delaware
corporation ("Laclede Steel"), Laclede Chain Manufacturing Company, a Delaware
corporation ("Laclede Chain" together with Laclede Steel, collectively the
"Borrowers" and individually, a Borrower), GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation ("Agent"), for itself as a Lender and as Agent for
Lenders, and the other Lenders signatory hereto. Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them in Schedule A to the Credit Agreement (as hereinafter defined).
RECITALS
WHEREAS, the Borrowers, Agent and Lenders have entered into that certain Credit
Agreement, dated as of December 29, 2000 as amended by that certain Amendment
No. 1 to Credit Agreement dated as of February 14, 2001 (as amended, the "Credit
Agreement"); and
WHEREAS, the Borrowers, Agent and Lenders desire to amend the Credit Agreement
as herein set forth.
NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Agent, Lenders and the
Borrowers agree as follows:
Amendment to Eligible Accounts. Section 1.6 of the Credit Agreement is amended
by amending in their entirety clauses (l) and (r) of such Section and adding new
clauses (v) and (w) immediately at the end thereof with appropriate changes in
punctuation each to read as follows:
(l) that is in default; provided, that, without limiting the
generality of the foregoing, an Account shall be deemed in default upon the
occurrence of any of the following:
such Account is not paid within the earlier of: 60 days
following its due date or 90 days following its original
invoice date;
the Account Debtor obligated upon such Account suspends
business, makes a general assignment for the benefit of
creditors or fails to pay its debts generally as they come due;
or
a petition is filed by or against any Account Debtor
obligated upon such Account under any bankruptcy law or any
other federal, state or foreign (including any provincial)
receivership, insolvency relief or other law or laws for the
relief of debtors;
(r) to the extent that such Account, which is otherwise an
Eligible Account, together with all other Eligible Accounts of any Borrower
owing by such Account Debtor and its Affiliates to such Borrower as of any date
of determination, exceed 10% of all Eligible Accounts of such Borrower;
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(v) that is an Account owing by CSK Auto to Laclede Chain
created after March 13, 2001 but prior to April 30, 2001; provided, however, if
the CSK Auto Add Back equals $0 at any time during such period due to the fact
that Laclede Chain has received cash collections on all the Accounts owing by
CSK Auto that were Eligible Accounts as of March 13, 2001, but became ineligible
after such date, Accounts owing by CSK Auto to Laclede Chain created after such
time shall be considered Eligible Accounts to the extent they would otherwise be
Eligible Accounts hereunder; and
(w) that is an Extended Term Account.
Amended Definitions. The definitions of "Extended Term Account," "Laclede
Chain Borrowing Base" and "Laclede Steel Borrowing Base" appearing in Annex A to
the Credit Agreement are amended in their entirety to read as follows:
"Extended Term Account" means any Account with a due date which is more
than 90 days past its original invoice date.
"Laclede Chain Borrowing Base" means, as of any date of determination by
Agent, from time to time, an amount equal to the sum at such time of:
80% of the book value of Laclede Chain's Eligible Accounts; and
65% of the book value of Laclede Chain's Eligible Inventory
valued at the lower of average cost or market. in each case,
less any Reserves established by Agent at such time.
"Laclede Steel Borrowing Base" means, as of any date of determination by
Agent, from time to time, an amount equal to the sum at such time of:
(a) 85% of the book value of Laclede Steel's Eligible Accounts; and
(b) 65% of the book value of Laclede Steel's Eligible Inventory
valued at the lower of average cost or market;
in each case, less any Reserves established by Agent at such time.
New Definitions. Annex A to the Credit Agreement is amended by adding the
following new definition.
"CSK Auto Additional Ineligible Accounts" means (i) with respect to the
determination of Borrowing Availability of Laclede Chain for any period
after the period ending on March 13, 2001 to and including the period
ending on April 30, 2001, an amount equal to 80% of the difference
between (a) the aggregate outstanding amount of all Accounts owing by
CSK Auto that were otherwise Eligible Accounts as of the Borrowing Base
Certificate delivered on March 13, 2001 (which amount is $1,091,387 as
of such date) that become ineligible after March 13,
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2001, but prior to April 30, 2001 and (b) the aggregate amount of cash
collections received with respect to such Accounts during such period,
and (ii) with respect to the determination of Borrowing Availability of
Laclede Chain for any period ending after April 30, 2001, $0.
Amendments to Minimum Borrowing Availability. Subsection (f) of Annex G to the
Credit Agreement is amended by deleting the amount "$9,000,000" appearing
therein and replacing in its stead the following:
"$8,000,000 minus the CSK Auto Additional Ineligible Accounts."
Conditions to Effectiveness. This Amendment shall be effective upon satisfaction
of the following conditions precedent:
This Amendment shall have been executed and delivered by Lenders
and the Borrowers; and
The representations and warranties contained herein shall be
true and correct in all respects.
The Agent shall have received for the ratable account of the
Lenders the Amendment Fee (as defined in Section 7 hereof).
Representations And Warranties Of Credit Parties.
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The execution, delivery and performance by each Borrower of this
Amendment has been duly authorized by all necessary corporate action and
this Amendment is a legal, valid and binding obligation of such Borrower
enforceable against such Borrower in accordance with its terms, except
as the enforcement thereof may be subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors' rights generally and (ii) general principles of
equity (regardless of whether such enforcement is sought in a proceeding
in equity or at law);
Each of the representations and warranties contained in the
Credit Agreement is true and correct in all material respects on and as
of the date hereof as if made on the date hereof, except to the extent
that such representations and warranties expressly relate to an earlier
date; and
Neither the execution, delivery and performance of this
Amendment by each Borrower nor the consummation of the transactions
contemplated hereby does or shall contravene, result in a breach of, or
violate (i) any provision of such Borrower's certificate or articles of
incorporation or bylaws, (iii) any law or regulation, or any order or
decree of any court or government instrumentality, or (iii) any
indenture, mortgage, deed of trust, lease, agreement or other instrument
to which such Borrower or any of its Subsidiaries is a party or by which
such Borrower or any of its Subsidiaries or any of their property is
bound, except in any such case to the extent such conflict or breach has
been waived by a written waiver document, a copy of which has been
delivered to Agent on or before the date hereof.
Amendment Fee. In consideration for the execution and delivery of this Amendment
by the Agent and the Lenders, the Borrowers shall pay to the Agent, for the
ratable account of the Lenders, an amendment equal to $50,000 (the "Amendment
Fee").
Reference To And Effect Upon The Credit Agreement.
Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Agent or
any Lender under the Credit Agreement or any Loan Document, nor
constitute amendment of any provision of the Credit Agreement or any
Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof", "herein" or words of similar
import shall mean and be a reference to the Credit Agreement as amended
hereby.
Costs And Expenses. As provided in Section 11.3 of the Credit Agreement,
Borrowers agree to reimburse Agent for all fees, costs and expenses, including
the fees, costs and expenses of counsel or other advisors for advice,
assistance, or other representation in connection with this Amendment.
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GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE
OF ILLINOIS.
Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any
other purposes.
Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, but all such counterparts
shall constitute one and the same instrument.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 2 as of the date first written above.
LACLEDE STEEL COMPANY
By:
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Name:
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Title:
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LACLEDE CHAIN MANUFACTURING COMPANY
By:
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Name:
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Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and Lender
By:
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Duly Authorized Signatory
XXXXXX FINANCIAL, INC.
as Co-Agent and Lender
By:
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Name:
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Title:
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CONGRESS FINANCIAL CORPORATION (CENTRAL), as
Co-Agent and Lender
By:
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Name:
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Title:
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