AMENDMENT NO. 9
TO
LOAN AND SECURITY AGREEMENT
DATED AS OF SEPTEMBER 7, 1994
THIS AMENDMENT NO. 9 dated as of February 7, 1997 (this
"Amendment") is entered into among BANKAMERICA BUSINESS CREDIT, INC., a
Delaware corporation ("BABC"), THE BANK OF NEW YORK COMMERCIAL CORPORATION, a
New York corporation ("BNYCC"), THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, a
national banking association ("Boatmen's") (BABC, BNYCC and Boatmen's and their
respective successors and assigns being sometimes hereinafter referred to
collectively as the "Lenders" and each of BABC, BNYCC and Boatmen's and its
successors and assigns being sometimes hereinafter referred to individually as
a "Lender"), BANKAMERICA BUSINESS CREDIT, INC., a Delaware corporation, as
agent for the Lenders (in such capacity as agent, the "Agent"), LACLEDE STEEL
COMPANY, a Delaware corporation (the "Parent"), LACLEDE CHAIN MANUFACTURING
COMPANY, a Delaware corporation ("Laclede Chain"), and LACLEDE MID AMERICA
INC., an Indiana corporation ("Laclede Mid America") (the Parent, Laclede Chain
and Laclede Mid America being sometimes hereinafter referred to collectively as
the "Borrowers" and each of the Parent, Laclede Chain and Laclede Mid America
being sometimes hereinafter referred to individually as a "Borrower").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agent are parties
to a certain Loan and Security Agreement dated as of September 7, 1994 (the
"Loan Agreement");
WHEREAS, the Loan Agreement was amended by (a) Amendment Xx. 0
xxxxx xx xx Xxxxxxxx 00, 0000, (x) Amendment No. 2 dated as of May 10, 1995,
(c) Amendment Xx. 0 xxxxx xx xx Xxxx 0, 0000, (x) Amendment No. 4 dated as of
December 7, 1995, (e) Amendment No. 5 dated as of January 26, 1996, (f)
Amendment No. 6 dated as of June 26, 1996, (g) Amendment No. 7 dated as of July
30, 1996, and (h) Amendment No. 8 dated as of November 14, 1996 (the Loan
Agreement, as so amended, being hereinafter referred to as the "Amended Loan
Agreement," capitalized terms used herein without definition having the
meanings given such terms in the Amended Loan Agreement); and
WHEREAS, the Borrowers, the Lenders and the Agent have agreed
to amend the Amended Loan Agreement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and
the Agent hereby agree as follows:
Section 1. Amendment of the Amended Loan Agreement.
Effective as of February 7, 1997, subject to the fulfillment of the conditions
precedent set forth in Section 2 below, the Amended Loan Agreement is amended
as follows:
(a) The definition of "Individual Maximum Revolver Amount" is
amended and restated as set forth on Exhibit A attached hereto.
(b) The definition of "Maximum Revolver Amount" is amended
and restated as set forth on Exhibit B attached hereto.
(c) The definition of "Restricted Investment" contained in
Section 1.1 is amended to add the following immediately following clause (m)
thereof:
, and (n) a promissory note in the principal amount of
$1,653,000 received by the Parent as partial consideration for
the sale on or about February 10, 1996 by the Parent to
Excaliber Tubular Corporation of the Parent's Inventory and
Fixed Assets located at the Parent's Benwood, West Virginia
tube mill facility
(d) The definition of "Revolver Facility" contained in
Section 1.1 is amended to delete the amount of "$100,000,000" contained therein
and to substitute the amount of "$90,000,000" therefor.
(e) Section 2.1 is amended to delete the amount of
$110,000,000" contained therein and to substitute the amount of "$100,000,000"
therefor.
(f) Section 5.1(c)(v) is amended and restated as follows:
(v) Equipment;
(g) Section 8.9(a) is amended to add the following
immediately following clause (viii) thereof:
, and (ix) for a sale by the Parent to Excaliber
Tubular Corporation of the Parent's Inventory and Fixed Assets
located at the Parent's Benwood, West Virginia tube mill
facility
(h) The Commitments of each Lender are revised as set forth
on the signature pages of this Amendment.
Section 2. Conditions to Amendment. This Amendment shall
become effective upon the satisfaction of the following conditions precedent:
(a) The Agent shall have received, in the Agent's account
referred to in Section 13.11 of the Loan Agreement, all of the cash
proceeds of the sale by the Parent to Excaliber Tubular Corporation of
the Parent's Inventory and Fixed Assets located at the Parent's
Benwood, West Virginia tube mill facility, which proceeds shall be in
a minimum amount of $1,000,000 plus the aggregate amount (the
"Inventory Amount") of the outstanding Revolving Loans made on the
basis of the Parent's Inventory located at the Parent's Benwood, West
Virginia tube mill facility, with instructions to apply (i) $1,000,000
to the installments of principal of the Term Loans in the inverse
order of maturity, and (ii) the remainder as a repayment of the
Revolving Loans, in each case based upon the Pro Rata Shares of the
Lenders.
(b) The Agent shall have received a pledge of that certain
promissory note in the principal amount of $1,653,000 executed by
Excaliber Tubular Corporation and payable to the Parent.
(c) The Agent shall have received six counterparts of this
Amendment, executed by each Borrower and each Lender, and the Agent
shall have executed this Amendment.
(d) The Agent shall have received a certificate of the Parent
with respect to the sale to Excaliber Tubular Corporation of the
Parent's Inventory and Fixed Assets located at the Parent's Benwood,
West Virginia tube mill facility (i) setting forth the purchase price
to be paid for such Inventory, with satisfactory detail, and (ii) with
respect to the Inventory Amount, identifying any such Inventory that
provided the basis for outstanding Revolving Loans and the advance
rates applicable thereto.
Section 3. Grant by Laclede Mid America. As security for all
Obligations, Laclede Mid America hereby grants to the Agent, for the ratable
benefit of the Secured Creditors, a continuing security interest in, lien on,
and right of set-off against, all of Laclede Mid America's Equipment, whether
now owned or existing or hereafter acquired or arising, regardless of where
located.
Section 4. Representations and Warranties. Each Borrower
hereby represents and warrants that (i) this Amendment constitutes a legal,
valid and binding obligation of such Borrower, enforceable against such
Borrower in accordance with its terms, (ii) the representations and warranties
contained in the Amended Loan Agreement are correct in all material respects as
though made on and as of the date of this Amendment, and (iii) no Event of
Default has occurred and is continuing.
Section 5. Reference to and Effect on the Amended Loan
Agreement.
(a) Upon the effectiveness of this Amendment, each
reference in the Amended Loan Agreement to "this Agreement", "hereunder",
"hereof", "herein", or words of like import shall mean and be a reference to
the Amended Loan Agreement, as amended hereby, and each reference to the
Amended Loan Agreement in any other document, instrument or agreement executed
and/or delivered in connection with the Amended Loan Agreement shall mean and
be a reference to the Amended Loan Agreement, as amended hereby.
(b) Except as specifically amended above, the Amended Loan
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Agent or the Lenders under the Amended Loan Agreement, nor constitute a waiver
of any provision of the Amended Loan Agreement, except as specifically set
forth herein.
Section 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
Section 7. Governing Law. This Amendment shall be governed
by and construed in accordance with the internal laws (as opposed to the
conflicts of laws provisions) of the State of Illinois.
Section 8. Legal Fees. The Borrowers agree to pay to the
Agent, for its benefit, on demand, all costs and expenses that the Agent pays
or incurs in connection with the negotiation, preparation, consummation,
administration, enforcement and termination of this Amendment, including,
without limitation, the allocated costs of the Agent's in-house counsel fees.
Section 9. Section Titles. The section titles contained in
this 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of February 7, 1997.
LACLEDE STEEL COMPANY
By:________________________________
Vice President
LACLEDE CHAIN MANUFACTURING COMPANY
By:________________________________
Vice President
LACLEDE MID AMERICA INC.
By:________________________________
Vice President
BANKAMERICA BUSINESS CREDIT, INC., as the
Agent
By:________________________________
Vice President
BANKAMERICA BUSINESS CREDIT,
INC., as a Lender
Commitment: $65,449,186.00By:________________________________
Vice President
THE BANK OF NEW YORK
COMMERCIAL CORPORATION, as a
Lender
Commitment: $25,172,984.00By:________________________________
Vice President
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS, as a Lender
Commitment: $5,034,406.00By:________________________________
Vice President
EXHIBIT A
TO
AMENDMENT NO. 9
"Individual Maximum Revolver Amount" means
(1) at any time with respect to the Parent
(a) the lesser of
(i) the Revolver Facility; or
(ii) the sum of
(A) eighty-five percent (85.0%) of
the Net Amount of the Eligible Accounts of
the Parent; plus (B) the sum of (x) sixty-five (65.0%)
(as such percentage may be reduced pursuant to Section 5.10)
of the value of Eligible Inventory of the Parent
consisting of raw material or semi-finished
or finished goods plus (y) fifty percent
(50.0%)(as such percentage may be reduced
pursuant to Section 5.10) of the value of
Eligible Inventory of the Parent consisting
of supplies; provided, however, that at no
time shall the sum of the outstanding
Revolving Loans to the Parent based upon the
value of Eligible Inventory exceed the
following amounts during the periods
indicated:
Amount Period
$58,000,000 12/31/96 to and including 2/10/97
$50,000,000 2/10/97 to and including 3/30/97
$49,700,000 3/31/97 to and including 4/29/97
$49,400,000 4/30/97 to and including 5/30/97
$49,100,000 5/31/97 to and including 6/29/97
$48,800,000 6/30/97 to and including 7/30/97
$48,500,000 7/31/97 to and including 8/30/97
$48,200,000 8/31/97 to and including 9/29/97
$48,000,000 9/30/97 and thereafter;
minus
(b) the sum of
(i) reserves for accrued interest on the Obligations
owing by the Parent;
(ii) any Fixed Asset Reserve with respect to the
Parent; and
(iii) all other reserves which the Agent deems
necessary in the exercise of reasonable credit judgment to
maintain with respect to the Parent's account, and which are
reasonably related to the preservation or protection of the
value of the Collateral or the business value of the Parent,
including, without limitation, any Environmental Compliance
Reserve with respect to the Parent and reserves for any
amounts which the Agent or any Lender may be obligated to pay
in the future for the account of the Parent;
(2) at any time with respect to Laclede Chain,
(a) the lesser of
(i) the Revolver Facility; or
(ii) the sum of
(A) eighty-five percent (85.0%) of
the Net Amount of Eligible Accounts of
Laclede Chain, plus (B) the sum of (x) sixty-five percent
(65.0%) (as such percentage may
be reduced pursuant to Section 5.10) of the
value of Eligible Inventory of Laclede Chain
consisting of raw material or semi-finished
or finished goods plus (y) fifty percent
(50.0%) (as such percentage may be reduced
pursuant to Section 5.10) of the value of
Eligible Inventory of Laclede Chain
consisting of supplies; provided, that at no
time shall the sum of outstanding Revolving
Loans to Laclede Chain based upon the value
of Eligible Inventory exceed $48,000,000
minus
(b) the sum of
(i) reserves for accrued interest on the Obligations
owing by Laclede Chain;
(ii) any Fixed Asset Reserve with respect to Laclede
Chain; and
(iii) all other reserves which the Agent deems
necessary in the exercise of reasonable credit judgment to
maintain with respect to Laclede Chain's account, and which
are reasonably related to the preservation or protection of
the value of the Collateral or the business value of Laclede
Chain, including, without limitation, any Environmental
Compliance Reserve with respect to Laclede Chain and reserves
for any amounts which the Agent or any Lender may be obligated
to pay in the future for the account of Laclede Chain; and
(3) at any time with respect to Laclede Mid America,
(a) the lesser of
(i) the Revolver Facility; or
(ii) the sum of
(A) eighty-five percent (85.0%) of
the Net Amount of Eligible Accounts of
Laclede Mid America, plus (B) the sum of
(x) sixty-five percent (65.0%) (as such
percentage may be reduced pursuant to Section
5.10) of the value of Eligible Inventory of
Laclede Mid America consisting of raw
material or semi-finished or finished goods
plus (y) fifty percent (50.0%) (as such
percentage may be reduced pursuant to Section
5.10) of the value of Eligible Inventory of
Laclede Mid America consisting of supplies;
provided, that at no time shall the sum of
outstanding Revolving Loans to Laclede Mid
America based upon the value of Eligible
Inventory exceed $48,000,000
minus
(b) the sum of
(i) reserves for accrued interest on the Obligations
owing by Laclede Mid America;
(ii) any Fixed Asset Reserve with respect to Laclede
Mid America; and
(iii) all other reserves which the Agent deems
necessary in the exercise of reasonable credit judgment to
maintain with respect to Laclede Mid America's account, and
which are reasonably related to the preservation or protection
of the value of the Collateral or the business value of
Laclede Mid America, including, without limitation, any
Environmental Compliance Reserve with respect to Laclede Mid
America and reserves for any amounts which the Agent or any
Lender may be obligated to pay in the future for the account
of Laclede Mid America.
EXHIBIT B
TO
AMENDMENT NO. 9
"Maximum Revolver Amount" means, at any time,
(a) the lesser of
(i) the Revolver Facility; or
(ii) the sum of
(A) eighty-five percent (85.0%) of
the Net Amount of the Eligible Accounts; plus
(B) the sum of (x) sixty-five (65.0%) (as
such percentage may be reduced pursuant to
Section 5.10) of the value of Eligible
Inventory consisting of raw material or semi-finished or
finished goods plus (y) fifty
percent (50.0%) (as such percentage may be
reduced pursuant to Section 5.10) of the
value of Eligible Inventory consisting of
supplies; provided, at no time shall the sum
of the outstanding Revolving Loans based upon
the value of Eligible Inventory exceed the
following amounts during the periods
indicated:
Amount Period
$58,000,000 12/31/96 to and including 2/10/97
$50,000,000 2/10/97 to and including 3/30/97
$49,700,000 3/31/97 to and including 4/29/97
$49,400,000 4/30/97 to and including 5/30/97
$49,100,000 5/31/97 to and including 6/29/97
$48,800,000 6/30/97 to and including 7/30/97
$48,500,000 7/31/97 to and including 8/30/97
$48,200,000 8/31/97 to and including 9/29/97
$48,000,000 9/30/97 and thereafter;
minus
(b) the sum of
(i) reserves for accrued interest on the Obligations;
(ii) any Fixed Asset Reserve with respect to any
Borrower; and
(ii) all other reserves which the Agent deems
necessary in the exercise of reasonable credit judgment to
maintain with respect to any Borrower's account, and which are
reasonably related to the preservation or protection of the
value of the Collateral or the business value of such
Borrower, including, without limitation, any Environmental
Compliance Reserve and reserves for any amounts which the
Agent or any Lender may be obligated to pay in the future for
the account of such Borrower.
