AMENDMENT NO. 3 TO LOAN AND
SECURITY AGREEMENT
This AMENDMENT NO. 3 TO LOAN AND SECURITY
AGREEMENT (this "Amendment") dated as of October 2nd, 2009
is by and among Keystone Consolidated Industries, Inc., a Delaware
corporation ("Keystone"), Keystone Wire Products Inc., a Delaware
corporation ("KWP"), Engineered Wire Products, Inc., an Ohio
corporation ("EWP"), Keystone-Calumet, Inc., a Delaware corporation
("KCI"), F V Steel and Wire Company, a Wisconsin corporation ("F V
Steel" and, together with Keystone, KWP, EWP and KCI each
individually a "Borrower" and collectively, "Borrowers"), Keystone
Energy Resources, LLC, a Delaware limited liability company
("KER"), the parties hereto as lenders (each individually, a
"Lender" and collectively, "Lenders" as hereinafter further
defined) and Wachovia Capital Finance Corporation (Central), an
Illinois corporation, in its capacity as agent for Lenders (in such
capacity, "Agent"). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Loan
Agreement (defined below).
RECITALS:
WHEREAS, Borrowers, the Agent and the Lenders
have entered into that certain Loan and Security Agreement dated as
of August 31, 2005 (as amended, the "Loan
Agreement");
WHEREAS, Borrowers have requested that Agent and
Lenders agree to certain amendments to the Loan Agreement as set
forth herein; and
WHEREAS, Agent and Lenders have agreed to such
amendments upon the terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the premises
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION
1
Amendments to the Loan Agreement.
Immediately upon the satisfaction of each
of the conditions precedent set forth in Section 3 below, the Loan
Agreement is hereby amended as follows:
(a) The
definition of "Adjusted Eurodollar Rate" set forth in Section 1 of
the Loan Agreement is hereby amended by adding the following new
sentence to the end of such definition:
"Notwithstanding the foregoing, in no event
shall the "Adjusted Eurodollar Rate" be less than 1.0%."
(b) The
definition of "Fixed Charges" set forth in Section 1 of the Loan
Agreement is hereby amended and restated to read as
follows:
"Fixed Charges"
means, with respect to any Person for any fiscal period, (a) the
aggregate of all Interest Expense paid or payable during such
period, plus (b) scheduled payments of principal with
respect to
Indebtedness
during such period including scheduled payments with respect to
Capital Leases, plus (c) income taxes paid or payable in
cash during such fiscal period, plus (d ) all
dividend payments and payments made to repurchase Capital Stock
during such fiscal period, plus (e) all unfinanced Capital
Expenditures made in such fiscal period. This definition of Fixed
Charges shall exclude any scheduled lump sum payments required to
be made by Borrowers in 2007, 2008 and 2009 on the Remaining
Notes."
(c) The
definition of "Interest Rate" set forth in Section 1 of the Loan
Agreement is hereby amended and restated to read as
follows:
"Interest Rate"
shall mean,
(a) Subject
to clause (b) of this definition below:
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as to Prime
Rate Loans that are Revolving Loans, a rate equal to 1.0% plus the
Prime Rate,
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as to Prime
Rate Loans that are Term Loans, a rate equal to 1.25% plus the
Prime Rate,
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as to
Eurodollar Rate Loans that are Revolving Loans, a rate equal to
2.75% plus the Adjusted Eurodollar Rate (in each case, based on the
London Interbank Offered Rate applicable for the Interest Period
selected by a Borrower, or by Administrative Borrower on behalf of
such Borrower, as in effect two (2) Business Days prior to the
commencement of the Interest Period, whether such rate is higher or
lower than any rate previously quoted to any Borrower or
Guarantor),
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as to
Eurodollar Rate Loans that are Term Loans, a rate equal to 3.00%
plus the Adjusted Eurodollar Rate (in each case, based on the
Eurodollar Rate applicable for the Interest Period selected by a
Borrower, or by Administrative Borrower on behalf of such Borrower,
as in effect two (2) Business Days prior to the commencement of the
Interest Period, whether such rate is higher or lower than any rate
previously quoted to any Borrower or Guarantor), and
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as to fees for
Letter of Credit Obligations, a rate equal to 3.00%;
and;
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(b) Notwithstanding
anything to the contrary contained in clause (a) of this
definition, the rates set forth in clause (a) for Prime Rate Loans,
Eurodollar Rate Loans and fees for Letter of Credit Obligations
shall be increased by an additional two percent (2%) per annum, at
Agent's option, (i) either (A) without notice, for the period on
and after the date of termination or non-renewal hereof until such
time as all Obligations (other than contingent indemnification
obligations not asserted or due) are paid and satisfied in full in
immediately available funds, or (B) upon notice to the
Administrative Borrower (which notice shall not be required if an
Event of Default has occurred and is continuing under Sections
10.1(g) and (h) of this Agreement), for the period from and after
the date of the occurrence of any Event of Default, and for so long
as such Event of Default is continuing and (ii) on the Revolving
Loans to any Borrower at any time outstanding in excess of the
Borrowing Base of such Borrower or the Revolving Loan Limit of such
Borrower (whether or not such excess(es) arise or are made with or
without Agent's or any Lender's knowledge or consent and whether
made before or after an Event of Default);
(d)
Section 3.2(a) of the Loan Agreement is hereby amended by deleting
the language "one quarter of one (.25%) percent" and replacing it
with the language "three-eights of one percent (0.375%)"
(e) Section 9.18 of
the Loan Agreement is hereby amended and restated to read as
follows:
"9.18
Minimum Fixed Charge Coverage Ratio. Borrowers and their
Subsidiaries on a conso
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