THIRTEENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS
THIRTEENTH
AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is
entered into as of November 17, 2003, by
and between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation
("Borrower"), and CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois
corporation ("Lender"). Except for terms
which are expressly defined herein, all
capitalized terms used herein shall have the
meaning subscribed to
them in the
Loan Agreement (as defined below).
RECITALS
WHEREAS,
Borrower and Lender are parties to that certain Amended and
Restated Revolving Loan and Security
Agreement dated as of December 29, 1995 (as
amended, supplemented or otherwise modified from time to time, the "Loan
Agreement").
WHEREAS,
Borrower desires to amend the terms of the Loan Agreement.
WHEREAS,
Lender is willing to amend the Loan
Agreement on the terms and
conditions set forth herein.
NOW,
THEREFORE,
in consideration of
the mutual conditions
and agreements
set forth herein, and for other good and
valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
I. Amendment to the Loan Agreement.
A. Subsection (d)
of the definition of "Eligible Borrower Inventory" in
Section 1 of the Loan
Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
B. Subsection (d)
of the definition of "Eligible Caldwell Inventory" in
Section 1 of the Loan
Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
C. Subsection (d)
of the definition of "Eligible Fox Valley Inventory" in
Section 1 of the Loan
Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Intentionally Deleted";
D. Section 2.4(a)
of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
(a) Lender
is making a Term Loan
to Borrower
in the original
principal amount of $6,500,000. The Term Loan is (a) evidenced
by
a Term Loan promissory note in such original principal amount to
be duly executed and
delivered by Borrower to Lender on the date
of such borrowing; (b)
to be repaid, together
with interest and
other amounts, in
accordance with this Agreement, the Term Loan
promissory note,
and the other Financing Agreements and (c)
secured by all of the
Collateral. The
principal amount of the
Term Loan shall be repaid in forty-eight (48) consecutive
monthly
installments (or earlier as provided herein) payable on the
first
day of each month
commencing [December
1, 2003], of which the
first forty-seven (47)
installments shall
each be in the amount
of $135,417 and the
last installment
shall be in the amount
of
the entire unpaid
balance of the Term
Loan and shall be payable
on the Renewal Date.
II.
Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the date
(the "Effective
Date") when Borrower shall
satisfy all of the following conditions:
A.
Amendment. Borrower
and Lender shall have duly executed and
delivered this Amendment.
B. Amended
and Restated Term Note. Borrower shall have delivered
to
Lender a fully
executed Amended and
Restated Term Note, in form
and substance satisfactory to Lender.
C.
Additional Matters.
Lender
shall have received such other
certificates,
opinions, UCC financing statements, documents and
instruments relating
to the obligations or the transactions
contemplated hereby as
may have been
reasonably
requested by
Lender, and all
corporate and other
proceedings
and all other
documents and
all legal matters in connection with the
transactions contemplated hereby shall be reasonably
satisfactory
in form and substance to Lender.
III. Covenants.
Within thirty (30) days following the Effective Date,
Borrower shall deliver
to Lender a fully
executed copy of a Mortgage
Modification with
respect to each
existing Mortgage on Borrower's
owned Real Estate, in form and substance satisfactory to Lender,
and
with respect to all existing title policies insuring Lender's Lien on
the Mortgaged Real Property, endorsements issued by the Title
Company
insuring that Lender's Lien (and the priority thereof) is not
impacted
by this Agreement.
Notwithstanding the occurrence of the Effective Date, the effect of the
Amendment set forth in Article I above
shall be revoked, terminated and be of no
further force or effect if such
requirements
set forth in
Article III above
shall not have been met within the time
period set forth above.
IV.
Representations and
Warranties.
In order to induce
Lender to enter
into this Amendment,
Borrower represents and warrants to Lender, upon
the effectiveness
of this Amendment, which representations and
warranties shall survive the execution and delivery of this
Amendment,
that:
A. Borrower is a corporation duly organized, validly existing
and
in good standing under the laws of the state of its
incorporation;
B. the execution,
delivery and
performance of this Amendment by
Borrower are
within its corporate powers and have been duly
authorized by all necessary corporate action; and
C. this Amendment constitutes a legal, valid and binding
obligation of
Borrower, enforceable against Borrower in
accordance with its
terms, except as
enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the
enforcement of creditors' rights generally,
and by general pr
