| Subscribers | 2003 |
Commercial Business Loan Agreement
Commercial Business Loan Agreement (62K)
Doc #370958: This document is immediately available for purchase, but does not have a preview available for viewing.
COMMERCIAL BUSINESS LOAN AGREEMENT
This Commercial Business Loan Agreement (the "Agreement") is dated
November 18, 2002 and is between Whitney National Bank ("Whitney") and UNIFAB
International, Inc. ("Borrower").
A. DEFINITIONS. For the purpose of this Agreement, the following terms shall
have the meanings specified below:
"Advance" shall mean a disbursement under the Loan.
"Advance Request" shall mean the Borrower's request for an Advance.
"Affiliate" shall mean any Person, which has twenty percent (20%) or
more of any class of its capital stock (or, in the case of a Person which is not
a corporation, twenty percent (20%) or more of its equity interest) beneficially
owned or held or controlled, directly or indirectly, by Borrower or any
Subsidiary or William A. Hines. For purposes of this definition, "control" shall
mean the power to direct the management and policies of a Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.
"Agreement" shall mean this Commercial Business Loan Agreement, as the
same may from time to time be amended, restated or supplemented.
"Business Day" shall mean a day other than a Saturday, Sunday or legal
holiday for commercial banks in New Orleans, Louisiana and London, England.
"Closing Date" shall mean the date on which the Note and Collateral
Documents are executed and delivered by the Borrower to Whitney.
"Collateral" shall mean the assets of Borrower and its Subsidiaries on
which Whitney has a Lien pursuant to the Collateral Documents.
"Collateral Documents" shall mean collectively the Guaranties and the
documents required by Whitney to obtain the Lien in the Collateral, as described
in this Agreement.
"Company Agent" shall mean Peter J. Roman or Steven P. Weems.
"Consolidated" refers to the consolidation of any Person, in accordance
with GAAP, with its properly consolidated subsidiaries. References herein to a
Person's consolidated financial statements, financial position, financial
condition, liabilities, etc. refer to the condition, liabilities, etc. of such
Person and its properly consolidated subsidiaries.
"Debt" of a Person shall mean at a particular date, the sum (without
duplication and in conformity with GAAP of (i) all indebtedness or other
obligations for borrowed money or for the deferred purchase price of property or
services, whether as maker or endorser, (including without limitation, all
notes, debentures, bonds or similar instruments and all liabilities shown on a
balance sheet or financial statement of Borrower, Guarantors and all their
Subsidiaries), (ii) capitalized lease obligations of such Person or any
subsidiary thereof, (iii) obligations with respect to any installment sale or
conditional sale agreement or title retention agreement, (iv) indebtedness
arising under acceptance facilities, (v) reimbursement obligations arising in
connection with surety, or performance or other similar bonds and in connection
with letters of credit issued in lieu of such bonds, (vi) the outstanding amount
of all
26
{PAGE}
other letters of credit and (vii) any withdrawal liability or obligation of such
Person or an ERISA affiliate to a multiemployer plan.
"Default" shall mean the occurrence of any of the events specified in
Section F hereof.
"GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time and applied on a consistent
basis.
"Guarantors" shall mean Nassau Holding Corporation ("Nassau"), Allen
Process Systems, L.L.C., Universal Fabricators L.L.C., William A. Hines and
Jeanne M. Hines, which term means, collectively, and interchangeably any, each
and/or all of them, with each a Guarantor.
"Guaranties" shall mean the unlimited continuing guaranties by each
Guarantor of all Obligations of Borrower to Whitney upon terms and conditions
acceptable to Whitney.
"Libor Rate" shall mean an interest rate per annum (rounded upward to
the nearest hundredth of a percent (1/100 of 1%)) which is the offered quotation
to Whitney of the London interbank offered rate for U.S. Dollar deposits of
amounts in immediately available funds in the London market for one month as
recorded by the Bloomberg, L.P. or such other service used by Whitney as an
information vendor for the purpose of displaying British Bankers' Association
interest settlement rates for U.S. Dollar Deposits, as determined by Whitney as
of the opening of business of Whitney or as soon thereafter as practicable, plus
the applicable margin of 175 basis points (1 3/4% percent). The Libor Rate shall
be determined by Whitney initially as of the date of the initial Advance and
thereafter determined on the first day of each month (or on the last Business
Day of the prior month if the first day of the month is not a Business Day) with
the change in the Libor Rate to be effective as of the first day of each
calendar month.
"Lien" shall mean any mortgage, pledge, hypothecation, security
interest, encumbrance, lien, judgment, garnishment, seizure, tax lien or levy
(statutory or otherwise) or charge of any kind (including any agreement to give
any of the foregoing, any conditional sale or other title retention agreement,
or any capitalized lease, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction).
"Line of Credit Period" shall mean the period of time commencing on the
date of this Agreement and ending on the Maturity Date.
"Loan" shall mean the loan to be made by Whitney to the Borrower
pursuant to Section B of this Agreement and shall include all principal,
interest, attorneys' fees and costs owed thereon.
"Loan Documents" shall mean this Agreement, the Note and the Collateral
Documents.
"Maturity Date" shall mean May 31, 2003.
"Note" shall mean the note evidencing the Loan, dated November 18,
2002, in the principal sum of $8,000,000.00, payable to the order of Whitney on
the Maturity Date, and shall include any and all renewal and/or replacement
notes.
"Obligations" shall mean all obligations (monetary or otherwise,
including, but not limited to, all representations, warranties and covenants
contained in this Agreement) of the Borrower to Whitney, whether direct or
contingent, due or to become due, now existing or hereafter arising, including
future advances, with interest, attorneys' fees, expenses of collection and
costs arising under or in connection with this Agreement, the Loan, the Note,
the Collateral Documents, promissory notes, checks, overdrafts, letter of credit
agreements, endorsements and continuing guaranties.
"Obligor" shall mean individually, collectively and interchangeably
any, each and/or all of Borrower, its Subsidiaries and Guarantors.
370958
| | |
| Preview
Subscribers | 2003 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 5]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 5] (6K)
Doc #373396: Click preview link for longer preview.
FIFTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of August 27, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 21, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders, the Third Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of June 30, 2003 between Keystone and the
Lenders and as further amended by the Fourth Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of July 31, 2003 between Keystone and the
Lenders (collectively, the "Loan Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall
mature on September 30, 2003 (the "Maturity Date"), at which time
the outstanding principal balance of the Loans and all accrued
and unpaid interest and commitment fees shall become due and
payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
373396
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 5]:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC – TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of August 27, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – left blank.
Signature page follows.]
{PAGE}
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
----------------------------------------------------
Name:
----------------------------------------------------
Title:
----------------------------------------------------
THE LENDERS:
EWP FINANCIAL LLC
By:
-----------------------------------------------------
Name:
-----------------------------------------------------
Title:
-----------------------------------------------------
{PAGE}
ANNEX I
{TABLE}
{CAPTION}
% of Total
Name of Lender Address of Lender Commitment Commitment
{S} {C} {C} {
_____________
dt 1412536
| |
| Preview
Subscribers | 2003 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 6]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 6] (6K)
Doc #373397: Click preview link for longer preview.
SIXTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of September 30, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 21, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders, the Third Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of June 30, 2003 between Keystone and the
Lenders, the Fourth Amendment to Amended and Restated EWP Bridge Loan Agreement
dated as of July 31, 2003 between Keystone and the Lenders and as further
amended by the Fifth Amendment to Amended and Restated EWP Bridge Loan Agreement
dated as of August 27, 2003 between Keystone and the Lenders (collectively, the
"Loan Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall
mature on October 31, 2003 (the "Maturity Date"), at which time
the outstanding principal balance of the Loans and all accrued
and unpaid interest and commitment fees shall become due and
payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
373397
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 6]:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC – TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of September 30, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – left blank.
Signature page follows.]
{PAGE}
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
------------------------------------------
Bert E. Downing, Jr.,
Vice President, Chief
Financial Officer,
Corporate Controller and Treasurer
THE LENDERS:
EWP FINANCIAL LLC
By:
------------------------------------------
Bobby D. O'Brien
Vice President,
Chief Financial Officer
_____________
dt 1412537
| |
| Preview
Subscribers | 2003 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 7]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 7] (10K)
Doc #373398: Click preview link for longer preview.
SEVENTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of October 31, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 1, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders, the Third Amendment to Amended and Restated
EWP Bridge Loan Agreement dated as of June 30, 2003 between Keystone and the
Lenders, the Fourth Amendment to Amended and Restated EWP Bridge Loan Agreement
dated as of July 31, 2003 between Keystone and the Lenders, the Fifth Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of August 27, 2003
between Keystone and the Lenders and as further amended by the Sixth Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of September 30, 2003
between Keystone and the Lenders (collectively, the "Loan Agreement").
B. Keystone has requested that the Lenders provide an extension to the Loan
Agreement and Keystone the ability to request and receive standby letters of
credit against the available loan commitment under the Loan Agreement.
C. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
D. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendments to Loan Agreement. The following amendments to the
Loan Agreement are hereby effective as of the date of this Amendment.
(a) A new Section 2.4 is added to the Loan Agreement to read in its
entirety as follows.
2.4 Letters of Credit.
(a) Commitment. Upon the written application of
the Company and such terms and conditions as the Agent
may reasonably require, Agent will issue, until 15 days
prior to the Maturity Date, standby letters of credit
to beneficiaries designated by the Company for terms
that expire no later than the Maturity Date. The
Company will pay a letter of credit fee associated with
issuance of the letters of credit, payable quarterly in
arrears, equal to 3% per annum multiplied by the
undrawn amount of outstanding letters of credit during
the preceding quarter on a prorated basis.
(b) Participation. Each of the Lenders will
participate, in accordance with its Commitment
percentage set forth in Annex 1 (the "Commitment
Percentage"), in the Agent's risks and obligations
under such letters of credit and in the Company's
obligations for immediate reimbursement of the amount
of any drawings made by the beneficiaries (which
includes successors and transferees) under any letter
of credit. This participation will be as a primary
obligor to Agent and not as a surety for the Company.
Each of the Lenders will pay to Agent such Lender's
Commitment Percentage of any drawing made under any
letter of credit within 24 hours of receipt of notice
373398
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 7]:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC – TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of October 31, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – left blank.
Signature page follows.]
{PAGE}
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
---------------------------------------------
Bert E. Downing, Jr.
Vice President, Chief
Financial Officer,
Corporate Controller and Treasurer
THE LENDERS:
EWP FINANCIAL LLC
By:
---------------------------------------------
Bobby D. O'Brien
Vice President, Chief Financial
Officer
_____________
dt 1412538
| |
| Preview
Subscribers | 2003 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 3]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 3] (6K)
Doc #373400: Click preview link for longer preview.
THIRD AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of June 30, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 21, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders and as further amended by the
Second Amendment to Amended and Restated EWP Bridge Loan Agreement dated as of
December 31, 2002 between Keystone and the Lenders (collectively, the "Loan
Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier as a
result of acceleration of the maturity, the Loans shall mature on July 31,
2003 (the "Maturity Date"), at which time the outstanding principal balance
of the Loans and all accrued and unpaid interest and commitment fees shall
become due and payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
373400
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 3]:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC – TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of June 30, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – left blank.
Signature page follows.]
{PAGE}
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
-----------------------------------------------
Name:
-----------------------------------------------
Title:
-----------------------------------------------
THE LENDERS:
EWP FINANCIAL LLC
By:
----------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
{PAGE}
ANNEX I
{TABLE}
{CAPTION}
% of Total
Name of Lender Address of Lender Commitment Commitment
{S} {C} {C} {
_____________
dt 1412539
| |
| Preview
Subscribers | 2003 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 4]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 4] (6K)
Doc #373401: Click preview link for longer preview.
FOURTH AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of July 31, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that certain Amended and
Restated EWP Bridge Loan Agreement dated as of November 21, 2001, as amended by
the First Amendment to Amended and Restated EWP Bridge Loan Agreement dated as
of March 18, 2002 between Keystone and the Lenders, the Second Amendment to
Amended and Restated EWP Bridge Loan Agreement dated as of December 31, 2002
between Keystone and the Lenders and as further amended by the Third Amendment
to Amended and Restated EWP Bridge Loan Agreement dated as of June 30, 2003
between Keystone and the Lenders (collectively, the "Loan Agreement").
B. Keystone and the Lenders wish to amend the Loan Agreement as provided
herein.
C. Capitalized terms used but not otherwise defined herein shall have the
same meanings given to such terms in the Loan Agreement.
Agreement
In consideration of the foregoing and the mutual covenants and agreements
herein, the parties hereto do hereby agree as follows.
Section 1. Amendment to Loan Agreement. Section 3.3 of the Loan Agreement
shall be amended by deleting such section in its entirety and replacing it with
the following:
3.3. Maturity Date. Unless the same shall become due earlier as a
result of acceleration of the maturity, the Loans shall mature on August
31, 2003 (the "Maturity Date"), at which time the outstanding principal
balance of the Loans and all accrued and unpaid interest and commitment
fees shall become due and payable.
Section 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
the event of a conflict between any term or condition of such Notes and the Loan
Agreement as so modified, the Loan Agreement as so modified shall control,
notwithstanding any provision of such Notes or the Loan Agreement to the
contrary. Except as modified by this Amendment, the Loan Agreement and such
Notes are in all respects ratified and confirmed and all of the terms,
conditions and provisions thereof shall remain in full force and effect.
Section 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the state of Texas without giving effect to any
choice or conflict of law provision or rule (whether of the state of Texas or
373401
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 4]:
KEYSTONE
CONSOLIDATED INDUSTRIES, INC – TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made and entered into as of July 31, 2003 between KEYSTONE
CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation ("Keystone"), and the
lenders listed in Annex I hereto (individually a "Lender" and collectively, the
"Lenders").
Recitals
A. Keystone and the Lenders have entered into that
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – left blank.
Signature page follows.]
{PAGE}
The parties hereto have caused this Amendment to be executed by the
undersigned thereunto duly authorized as of the date first written above.
KEYSTONE:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
THE LENDERS:
EWP FINANCIAL LLC
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
{PAGE}
ANNEX I
{TABLE}
{CAPTION}
% of Total
Name of Lender Address of Lender Commitment Commitment
{S} {C} {C} {
_____________
dt 1412540
| |
| Preview
Subscribers | 2002 |
Loan Agreement
Loan Agreement (53K)
Doc #373420: Click preview link for longer preview.
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of this
13th day of March, 2002 by and between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a
Delaware corporation (the "Company"), and THE COUNTY OF PEORIA, ILLINOIS (the
"Lender").
Recitals:
WHEREAS, the Company has requested that the Lender make a loan to the
Company in the amount of TEN MILLION DOLLARS ($10,000,000.00); and
WHEREAS, the Lender is willing to make such loan to the Company on the
terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, the parties promise and agree as follows:
ARTICLE I
Definitions
In addition to terms defined elsewhere in this Agreement, the following
definitions shall apply for purposes of this Agreement:
"Bankruptcy Law" means Title 11 of the U.S. Code or any similar
federal or state law for the relief of debtors as now and hereafter in
effect, or any successor statutes.
"Business Day" means a day other than a Saturday, a Sunday or a day on
which banking institutions in Peoria, Illinois are authorized by law,
regulation or executive order to remain closed. If a payment date called
for herein or in the Note is not a Business Day, payment may be made on the
next succeeding day that is a Business Day.
"Contract" means any contract, agreement, undertaking or commitment
(written or oral, formal or informal, firm or contingent) to which the
Company or any of its Subsidiaries is a party or by which the Company, any
of its Subsidiaries, or any of their respective assets are bound, and which
has current operative or executory effect.
"Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.
"Exchange Offer" means that certain Offer to Exchange Cash and Common
Stock, New Unsecured Instruments or New Securities for Outstanding 9 5/8%
Senior Secured Notes Due 2007 of Keystone Consolidated Industries, Inc.
"GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which are applicable to
the circumstances as of the date of determination.
"Governmental Authority" means the United States, any state or
municipality, the government of any foreign country, any subdivision of any
of the foregoing, or any authority, department, commission, board, bureau,
agency, court, or instrumentality of any of the foregoing.
"Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's
acceptances, or representing obligations in respect of a lease that would
at such time be required to be capitalized on a balance sheet in accordance
with GAAP or the balance deferred and unpaid of the purchase price of any
property (other than contingent or "earnout" payment obligations), except
any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all indebtedness of others
secured by a Lien on any asset of such Person (whether or not such
indebtedness is assumed by such Person) and, to the extent not otherwise
included, the guarantee, whether or not conditional, by such Person of any
indebtedness of any other Person.
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under
applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement
to sell or give a security interest in and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).
"Mortgage" means that certain Subordinate Mortgage, Security
Agreement, Assignment of Rent and Fixture Filing to be executed and
delivered by the Company to Lender securing the Loan with certain steel
making assets of the Company's located in Peoria Township and Limestone
Township, Illinois, and being a portion of property located at and commonly
known as 7000 S.W. Adams Street, Peoria, Illinois, as more particularly
described therein, and granting Lender a second priority subordinate lien
on those assets subject only to the prior first lien of Congress Financial
Corporation (Central).
"Person" means any individual, corporation, general or limited
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.
"Restructuring" shall mean the restructuring of the Company as
described in the Offering Circular dated February 11, 2002 for the Exchange
Offer.
"Security Agreement" means that certain Subordinate Security Agreement
to be executed and delivered by Company to Lender securing the Loan with
certain steel making assets of Company's located in Peoria, Illinois, as
more particularly described therein, and granting Lender a second priority
subordinate lien on those assets subject only to the prior first lien of
Congress Financial Corporation (Central).
"Subsidiary" means any corporation, general or limited partnership,
limited liability company, association or other business entity of which
securities or other ownership interests representing more than fifty
percent (50%) of the ordinary voting power are, at the time as of which any
determination is being made, owned or controlled by the Company or one or
373420
|
Keystone
As referenced in this Loan Agreement:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – 17
{SEQUENCE}15
{FILENAME}exh417kci.txt
{TEXT}
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of this
13th day of March, 2002 by and between KEYSTONE CONSOLIDATED INDUSTRIES, INC ., a
Delaware corporation (the "Company"), and THE COUNTY OF PEORIA, ILLINOIS (the
"Lender").
Recitals:
WHEREAS, the Company has requested that the Lender make a loan to the
Company in
_____________
Keystone Consolidated Industries, Inc – Default.
"Exchange Offer" means that certain Offer to Exchange Cash and Common
Stock, New Unsecured Instruments or New Securities for Outstanding 9 5/8%
Senior Secured Notes Due 2007 of Keystone Consolidated Industries, Inc .
"GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public
_____________
Keystone Consolidated Industries, Inc – be deemed effective upon
confirmation of transmission. All notices and other communications under this
Agreement shall be given to the parties hereto at the following addresses:
If to the Company:
Keystone Consolidated Industries, Inc .
Three Lincoln Centre
5430 LBJ Freeway, Suite 1740
Dallas, Texas 75240-2697
Attention: President
Fax: (972) 448-1408
With a copy to:
J. Mark Hollingsworth, Esq.
General Counsel
Three
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – follows]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by the undersigned thereunto duly authorized as of the date first
written above.
THE COMPANY:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
THE LENDER:
COUNTY OF PEORIA, ILLINOIS
By:
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
{PAGE}
SCHEDULE 5.1(b)
CONSENTS
{PAGE}
SCHEDULE 5.1(d)
Defaults under material debt instruments
- The
_____________
dt 1412553
| |
| Preview
Subscribers | 2002 |
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 1]
EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 1] (6K)
Doc #373423: Click preview link for longer preview.
FIRST AMENDMENT TO
AMENDED AND RESTATED
EWP BRIDGE LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") is made and entered into as of the 18 day of March, 2002 by and
between KEYSTONE CONSOLIDATED INDUSTRIES, INC., a Delaware corporation (the
"Company"), and the lenders listed in Annex I hereto (individually a "Lender"
and collectively, the "Lenders").
Recitals:
WHEREAS, the Company and the Lenders, among others, have entered into that
certain Amended and Restated EWP Bridge Loan Agreement dated as of November 21,
2001 (the "Loan Agreement");
WHEREAS, the Company and the Lenders wish to amend the Loan Agreement as
provided herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have
the same meanings given to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein, the parties hereto do hereby agree as follows:
SECTION 1. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) Section 3.3 of the Loan Agreement shall be amended by deleting
such section in its entirety and replacing it with the following:
"3.3. Maturity Date. Unless the same shall become due earlier
as a result of acceleration of the maturity, the Loans shall mature on
December 31, 2002 (the "Maturity Date"), at which time the outstanding
principal balance of the Loans and all accrued and unpaid interest and
commitment fees shall become due and payable."
(b) Section 6.2(c) of the Loan Agreement shall be amended by deleting
such section in its entirety and replacing it with the following:
"(c) Limitations on Indebtedness. Become or remain obligated, or
suffer or permit any Subsidiary to become or remain obligated, for any
Indebtedness, except:
(i) Existing Indebtedness as set forth on Schedule 6.2(c) hereto;
(ii) Indebtedness arising pursuant to this Agreement; and
(iii) Indebtedness arising in connection with, and as a part of,
the Restructuring."
SECTION 2. Effect on Loan Agreement and Notes. Upon the effectiveness of
this Amendment, all Notes outstanding immediately prior to such effectiveness
shall be deemed amended as necessary or appropriate to reflect the terms and
conditions set forth in the Loan Agreement as modified by this Amendment, and in
373423
|
Keystone
As referenced in this EWP Bridge Loan Agreement [Amended and Restated] [Amendment No. 1]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – BRIDGE LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the
"Amendment") is made and entered into as of the 18 day of March, 2002 by and
between KEYSTONE CONSOLIDATED INDUSTRIES, INC ., a Delaware corporation (the
"Company"), and the lenders listed in Annex I hereto (individually a "Lender"
and collectively, the "Lenders").
Recitals:
WHEREAS, the Company and the Lenders, among others,
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – follows.]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by the undersigned thereunto duly authorized as of the date first
written above.
THE COMPANY:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
THE LENDERS:
EWP FINANCIAL LLC
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
{PAGE}
{TABLE}
{CAPTION}
ANNEX I
% of Total
Name of Lender Address of Lender Commitment Commitment
-------------- ----------------- ---------- ----------
{S} {C} {C} {
_____________
dt 1412555
| |
| Preview
Subscribers | 2003 |
Loan Agreement
Loan Agreement (68K)
Doc #374479: Click preview link for longer preview.
LOAN AGREEMENT
Between
U.S. HOME SYSTEMS, INC. THE FROST NATIONAL BANK
750 State Highway 121 Bypass, Suite 170 and 100 W. Houston Street
Lewisville, Texas 75067 San Antonio, Texas 78205
May 30, 2003
This Loan Agreement (the "Loan Agreement") will serve to set forth the
terms of the financing transactions by and between U.S. HOME SYSTEMS, Inc., a
Delaware corporation ("Borrower" . . .
374479
|
US Home & Garden
As referenced in this Loan Agreement:
U.S. HOME – {DOCUMENT}
{TYPE}EX-10.46
{SEQUENCE}3
{FILENAME}dex1046.txt
{DESCRIPTION}LOAN AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.46
LOAN AGREEMENT
Between
U.S. HOME SYSTEMS, INC. THE FROST NATIONAL BANK
750 State Highway 121 Bypass, Suite 170 and 100 W. Houston Street
Lewisville, Texas 75067 San Antonio, Texas 78205
May 30, 2003
This
_____________
U.S. HOME – Lewisville, Texas 75067 San Antonio, Texas 78205
May 30, 2003
This Loan Agreement (the "Loan Agreement") will serve to set forth the
terms of the financing transactions by and between U.S. HOME SYSTEMS, Inc., a
Delaware corporation ("Borrower"), and THE FROST NATIONAL BANK, a national
banking association ("Lender"):
1. Credit Facilities. Subject to the terms and conditions set forth in this
_____________
dt 1031273
;
U.S. Home
As referenced in this Loan Agreement:
U.S. HOME SYSTEMS, INC – {DOCUMENT}
{TYPE}EX-10.46
{SEQUENCE}3
{FILENAME}dex1046.txt
{DESCRIPTION}LOAN AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.46
LOAN AGREEMENT
Between
U.S. HOME SYSTEMS, INC . THE FROST NATIONAL BANK
750 State Highway 121 Bypass, Suite 170 and 100 W. Houston Street
Lewisville, Texas 75067 San Antonio, Texas 78205
May 30, 2003
This Loan Agreement (
_____________
U.S. HOME SYSTEMS, Inc – Lewisville, Texas 75067 San Antonio, Texas 78205
May 30, 2003
This Loan Agreement (the "Loan Agreement") will serve to set forth the
terms of the financing transactions by and between U.S. HOME SYSTEMS, Inc ., a
Delaware corporation ("Borrower"), and THE FROST NATIONAL BANK, a national
banking association ("Lender"):
1. Credit Facilities. Subject to the terms and conditions set forth in this
Loan Agreement
_____________
dt 1534172
;
|
 U.S. Bank, NA
As referenced in this Loan Agreement:
U.S. Bank National Association. – o) "Securitization" means the sale or contribution from time to time
by FCC of Installment Contracts to FCC Acceptance Corp, pursuant to the
Purchase Agreement.
(p) "U.S. Bank" means U.S. Bank National Association.
3. Promissory Notes. The Loans shall be evidenced by one or more promissory
notes (whether one or more, together with any renewals, extensions and increases
thereof, the "Notes") duly
_____________
dt 1024591
|
| Preview
Subscribers | 2003 |
Loan Agreement [Amendment No. 1]
Loan Agreement [Amendment No. 1] (7K)
Doc #374480: Click preview link for longer preview.
FIRST AMENDMENT TO LOAN AGREEMENT
July 11, 2003
U.S. Home Systems, Inc.
750 State Highway
121 Bypass, Suite 170
Lewisville, Texas 75067
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.S. Home Systems, Inc., a Delaware
corporation ("Borrower") and The Frost National Bank, a national
banking association ("Lender").
Ladies and Gentlemen:
In consideration of the mutual covenants and agreements contained herein
and in the Loan Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrower
hereby agree as follows:
1. Definitions. The reference to "seven (7) days" in the proviso clause in
the definition of "Eligible Installment Contract" in Section 2 of the Loan
Agreement is hereby amended to read "seven (7) business days."
2. Requesting Advances. The reference to "seven (7) days" in the last
sentence of Section 4(b) of the Loan Agreement is hereby amended to read "seven
(7) business days."
3. Conditions Precedent. This Agreement shall become effective as of the
date first above written when, and only when, Lender shall have received at
Lender's offices a counterpart of this Agreement executed and delivered by
Borrower and the Consent and Agreement executed and delivered by each of the
Guarantors.
4. Ratification. The Loan Agreement as hereby amended is hereby ratified
and confirmed in all respects and the Loan Agreement, as amended by this
Agreement, shall continue in full force and effect in accordance with the terms
hereof and thereof. Any reference to the Loan Agreement in any Loan Document
shall be deemed to refer to this Agreement also. The execution, delivery and
effectiveness of this Agreement shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lender under the Loan
374480
|
US Home & Garden
As referenced in this Loan Agreement [Amendment No. 1]:
U.S. Home – {DOCUMENT}
{TYPE}EX-10.47
{SEQUENCE}4
{FILENAME}dex1047.txt
{DESCRIPTION}FIRST AMENDMENT TO LOAN AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.47
FIRST AMENDMENT TO LOAN AGREEMENT
July 11, 2003
U.S. Home Systems, Inc.
750 State Highway
121 Bypass, Suite 170
Lewisville, Texas 75067
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.
_____________
U.S. Home – S. Home Systems, Inc.
750 State Highway
121 Bypass, Suite 170
Lewisville, Texas 75067
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.S. Home Systems, Inc., a Delaware
corporation ("Borrower") and The Frost National Bank, a national
banking association ("Lender").
Ladies and Gentlemen:
In consideration of the mutual covenants and agreements contained herein
_____________
dt 1031274
;
|
U.S. Home
As referenced in this Loan Agreement [Amendment No. 1]:
U.S. Home Systems, Inc – {DOCUMENT}
{TYPE}EX-10.47
{SEQUENCE}4
{FILENAME}dex1047.txt
{DESCRIPTION}FIRST AMENDMENT TO LOAN AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.47
FIRST AMENDMENT TO LOAN AGREEMENT
July 11, 2003
U.S. Home Systems, Inc .
750 State Highway
121 Bypass, Suite 170
Lewisville, Texas 75067
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.S. Home
_____________
U.S. Home Systems, Inc – S. Home Systems, Inc.
750 State Highway
121 Bypass, Suite 170
Lewisville, Texas 75067
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.S. Home Systems, Inc ., a Delaware
corporation ("Borrower") and The Frost National Bank, a national
banking association ("Lender").
Ladies and Gentlemen:
In consideration of the mutual covenants and agreements contained herein
and in
_____________
dt 1534173
|
| Preview
Subscribers | 2002 |
Loan Agreement
Loan Agreement (48K)
Doc #374524: Click preview link for longer preview.
LOAN AGREEMENT
--------------
Between
FIRST CONSUMER CREDIT, INC. THE FROST NATIONAL BANK
12740 Hillcrest Plaza Drive, and 100 W. Houston Street
Suite 240 San Antonio, Texas 78205
Dallas, Texas 75230
October 2, 2001
This LOAN AGREEMENT (the "Loan Agreement") will serve to set forth the
--------------
terms of . . .
374524
|
US Home & Garden
As referenced in this Loan Agreement:
U.S. Home – Servicer for the servicing of the Eligible
Installment Contracts.
5. Guarantor. As a condition precedent to the Lender's obligation to make
---------
the Loan to Borrower, Borrower agrees to cause U.S. Home Systems, Inc.
("Guarantor") to execute and deliver to Lender contemporaneously herewith a
---------
guaranty agreement (the "Guaranty"), in form and substance satisfactory to
--------
Lender.
6. Representations and Warranties. Borrower hereby
_____________
dt 1031305
;
|
U.S. Home
As referenced in this Loan Agreement:
U.S. Home Systems, Inc – Servicer for the servicing of the Eligible
Installment Contracts.
5. Guarantor. As a condition precedent to the Lender's obligation to make
---------
the Loan to Borrower, Borrower agrees to cause U.S. Home Systems, Inc .
("Guarantor") to execute and deliver to Lender contemporaneously herewith a
---------
guaranty agreement (the "Guaranty"), in form and substance satisfactory to
--------
Lender.
6. Representations and Warranties. Borrower hereby represents and
------------------------------
_____________
dt 1534189
|
| Preview
Subscribers | 2000 |
Construction Loan Agreement
Construction Loan Agreement (46K)
Doc #375225: Click preview link for longer preview.
CONSTRUCTION LOAN AGREEMENT
This Agreement made as of this _____ day of July, by and between
Thermodynetics, Inc., a Delaware corporation with a principal place of business
at 651 Day Hill Road, Windsor, Connecticut 06095, (the "Borrower") and USTrust,
a Massachusetts trust company with a usual place of business at 30 Court Street,
Boston, Massachusetts 02108 ("Bank").
W I T N E S E T H :
WHEREAS, Borrower wishes to borrow up to the aggregate amount of One
Million Seven Hundred Fifty Thousand ($1,750,000.00) Dollars to satisfy certain
obligations of the Borrower to the Bank and for the improvement of certain real
property located in 651 Day Hill Road, Windsor, Connecticut 06095 (the
"Premises"); and
WHEREAS, subject to the terms and conditions herein provided, Bank is
willing to extend such loan.
NOW, THEREFORE, the parties hereby agree:
ARTICLE I
Definitions
For the purposes of this Agreement, the capitalized words and phrases
defined in this Article and in the introductory paragraph above shall have the
meanings herein ascribed to them.
1.01 "Advance(s)" shall mean a sum of money loaned by Bank to Borrower
pursuant to Article II of this Agreement for the construction of the
Improvements on the Premises.
1.02 "Architect" shall mean any architect engaged by Borrower and approved
by Bank in connection with construction of the Improvements.
1.03 "Availability Period" shall mean the period commencing on the
Commencement Date and ending on the Conversion Date.
1.04 "Banking Day" shall mean any business day on which banks are
authorized to be and are open for business in Boston, Massachusetts.
1.05 "Borrowing Date" shall mean and refer to that date specified in a
Notice of Borrowing as the date on which an Advance is to be made and that date
on which Bank shall make an Advance pursuant to Article II.
1.06 "Closing Date" shall mean the date hereof.
1.07 "Commencement Date" shall mean the date the Borrower commences
construction of the Improvements, but not later than _______________, 1999.
1.08 "Construction Amount" shall mean up to One Million Fifty Eight
Thousand Four Hundred Thirty-Nine ($1,058,439.00) Dollars.
{PAGE}
1.09 "Construction Contracts" shall mean all contracts between Borrower and
other persons pursuant to which such other persons will furnish labor, materials
and/or services in connection with the construction of the Improvements, and
shall include contracts between Borrower and any Architect. A list of
Construction Contracts is attached hereto as Exhibit D.
1.10 "Construction Loans" shall mean the aggregate unpaid balance of the
principal amount of all Advances (plus the amount used to payoff the Borrower's
Term Note to the Bank in the original principal mount of $875,000,000 (the
"Payoff")).
1.11 "Construction Note" shall mean the Construction to Permanent Note
executed by Borrower of even date in the face amount of One Million Seven
Hundred Fifty Thousand ($1,750,000.00) Dollars evidencing Borrower's obligation
to repay the Construction Loans, executed and delivered by Borrower to Bank.
1.12 "Conversion Date" shall mean December 1, 1999.
1.13 "Cost Breakdown/Disbursement Schedule" shall mean the construction
budget and disbursement schedule attached hereto as Exhibit A which is a
proposed budget relating to the construction of the Improvements.
1.14 "Events of Default" shall mean those events set forth in Article X of
this Agreement.
1.15 "General Conditions Precedent" shall mean those conditions set forth
in Article VI of this Agreement.
1.16 "Improvements" shall mean the construction of certain improvements on
the Premises pursuant to the Plans.
1.17 "Independent Engineer" shall mean an independent engineer, architect
or contractor hired by Borrower with Bank approval at Borrower's sole cost and
expense, to monitor the progress and quality of construction of the Improvements
and perform such other consulting responsibilities as Bank may require.
1.18 "Interest Payment Date" shall mean the first day of each calendar
month, commencing with the first of such dates next succeeding the date hereof.
1.19 "Mortgage" shall mean the Open-End Mortgage executed by Borrower of
even date encumbering the Premises and securing the Obligations.
1.20 "Notice of Borrowing" shall mean a written request by Borrower for an
Advance and Independent Engineer's Certificate in the form of Exhibit C attached
hereto.
1.21 "Obligations" shall mean all loans, advances, indebtedness,
liabilities, indemnity agreements and amounts, liquidated or unliquidated, owing
from Borrower to Bank at any time including without limitation obligations
arising under the Construction Note, each of every kind, nature and description
arising under this Agreement or arising under any mortgage, security agreement
or other agreement, instrument or document now or hereafter executed and
delivered to Bank pursuant hereto or in connection herewith, and whether secured
or unsecured, direct or indirect (that is, whether the same are due directly
from Borrower to Bank, or as an endorser or a guarantor) absolute or contingent,
due or to become due, now existing or hereafter contracted. Said term shall also
include all interest, fees and other charges chargeable to Borrower by Bank from
time to time hereunder and all covenants, agreements or undertakings of
Borrower, whether for the payment of money or otherwise arising under this
Agreement or arising under any mortgage, security agreement or other agreement,
instrument or document now or hereafter executed and delivered to Bank pursuant
hereto or in connection herewith.
1.22 "Permanent Loan" shall mean the aggregate principal balance of the
Construction Loans (on the Conversion Date), plus all accrued interest, fees and
other charges outstanding.
{PAGE}
1.23 "Permits" shall mean all licenses and permits required by any federal,
state, municipal or other governmental authority in connection with the
construction of the Improvements including all Certificates of Occupancy. A list
of Permits is attached hereto as Exhibit E
1.24 "Plans" shall mean the plans and specifications relating to the design
and construction of the Improvements which are attached or more particularly
described on Exhibit F attached hereto.
1.25 "Specific Conditions Precedent" shall mean those conditions set forth
in Article V of this Agreement.
ARTICLE II
Construction Loans
2.01 Subject to and upon the terms and conditions herein provided, Bank
may, in its discretion, make Advances to Borrower during the Availability Period
upon Borrower's request and provided that each of the following conditions are
met as of the Borrowing Date:
(a) After giving effect to such Advance, the Advances shall not exceed the
Construction Amount.
(b) Borrower has complied with all General Conditions Precedent.
(c) Borrower has complied with all Specific Conditions Precedent.
375225
|
Thermodynetics
As referenced in this Construction Loan Agreement:
Thermodynetics, Inc – TYPE}EX-10.II
{SEQUENCE}3
{FILENAME}0003.txt
{DESCRIPTION}CONSTRUCTION LOAN AGREEMENT
{TEXT}
CONSTRUCTION LOAN AGREEMENT
This Agreement made as of this _____ day of July, by and between
Thermodynetics, Inc ., a Delaware corporation with a principal place of business
at 651 Day Hill Road, Windsor, Connecticut 06095, (the "Borrower") and USTrust,
a Massachusetts trust company with a usual place
_____________
Thermodynetics, Inc – James H. Herzog, Jr., Vice President
With copies to: Shapiro, Israel & Weiner, P.C.
100 North Washington Street
Boston, MA 02114
Attn: Brian T. Garrity, Esq.
If to the Borrower: Thermodynetics, Inc .
Post Office Box 40
651 Day Hill Road
Windsor, CT 06095
Attn: Robert I. Lieberman
Treasurer and Chief Financial Officer
With copies to: Kenneth B. Lerman, Esquire
651 Day
_____________
Thermodynetics, Inc – PROVISIONS OF THIS
PARAGRAPH.
EXECUTED as an instrument under seal as of the day and year first above
written.
WITNESS: USTrust
_________________________ By _______________________________________
James H. Herzog, Jr.
Vice President
Thermodynetics, Inc .
_________________________ By _______________________________________
Robert I. Lieberman
Treasurer and Chief Financial Officer
{/TEXT}
{/DOCUMENT}
_____________
dt 1360397
| |
| Preview
Subscribers | 2004 |
Loan Agreement
Loan Agreement (56K)
Doc #419748: Click preview link for longer preview.
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Loan Agreement") is entered into on this 29th
day of September 2004, by and among SHUMATE MACHINE WORKS, INC., a Texas
corporation ("Shumate"), EXCALIBUR HOLDINGS, INC., a Texas corporation
("Excalibur Holdings"), and EXCALIBUR INDUSTRIES, INC., a Delaware corporation
("Excalibur Industries") (Shumate, Excalibur Holdings, and Excalibur Industries
are collectively referred to herein as the "Borrowers"), and STILLWATER NATIONAL
BANK AND TRUST COMPANY (the "Lender").
W I T N E S S E T H :
1. LENDING AGREEMENT. Subject to the terms and conditions hereinafter set
forth, Lender agrees to lend to Borrower, and the Borrower agrees to
borrow from the Lender, a sum not to exceed THREE MILLION FOUR HUNDRED
FIFTY THOUSAND DOLLARS ($3,450,000.00), as evidenced by the Notes (as
defined below).
2. BORROWERS' NOTES. The indebtedness will be evidenced by the following Term
Note and the Revolving Note (each as defined below) (the Term Note and the
Revolving Note are referred to collectively as the "Notes"):
2.1. Term Note. Promissory Note of even date herewith in the principal
face amount of TWO MILLION FOUR HUNDRED FIFTY THOUSAND DOLLARS
($2,450,000.00) ("Term Note"), which will be in form and substance
and payable on the terms approved by Lender. Interest only will be
paid monthly commencing October 31, 2004, and on the last day of
each month thereafter. The Term Note shall mature and become due on
January 15, 2005, at which time, the Borrowers will make a balloon
payment of the entire outstanding principal balance together with
all accrued interest and other charges, if any.
2.2. Revolving Line of Credit. The Lender will provide Shumate a
revolving line of credit as follows:
2.2.1. Revolving Note. Promissory Note of even date herewith in the
principal face amount of ONE MILLION DOLLARS ($1,000,000.00)
in form and substance and payable on the terms approved by
the Lender (the " Revolving Note"). The aggregate of advances
made during the term of the Note may exceed the face amount
thereof, but the unpaid principal balance due on the Note
will not exceed the lesser of (a) the Borrowing Base (as
defined below) or (b) the face amount of the Note.
2.2.2. Advances. Advances under the Revolving Note will be limited
to the Borrowing Base. The Borrowing Base shall be determined
on a monthly basis upon the submission of a signed "Monthly
Borrowing Base Certificate" in form as is shown on Schedule
"1" attached hereto, or such other form as satisfactory to
Lender. Each Monthly Borrowing Base Certificate will be
supported by a current accounts receivable aging, and such
other documentation that may reasonably required by the
Lender to determine the Borrowing Base. After determination
of the Borrowing Base for any given month, Borrower may
obtain advances by submitting an "Advance Request" in the
form satisfactory to Lender.
{PAGE}
2.2.3. Authority to Request Advances. The Lender may make loans in
any amount and in any manner requested in writing by any
officer or agent of Shumate or by any person reasonably
believed by the Lender to be an officer or agent of Shumate.
Loan proceeds may be disbursed by deposit in any deposit
account of Shumate, by an instrument payable Shumate. The
Borrowers and Lender acknowledge and agree that the initial
advance shall be in the amount of $____________________ and
deposited to Shumate's operating account maintained with
Lender.
2.2.4. Purpose . Funds advanced under the Revolving Note will be
used by the Borrowers solely for the following purposes: (a)
to provide general working capital to Shumate; (b) to pay all
fees owing to the Lender, and all expenses payable by the
Borrowers pursuant to the terms hereof; and (c) to reimburse
the Lender for out-of-pocket expenses incurred by the Lender
in connection with the preparation, administration,
amendment, modification and enforcement of the Loan Documents
(as defined in Section 7.2 hereof), including but not limited
to attorneys' fees and expenses.
2.3. Interest. The Notes will bear interest on the unpaid principal
balance at a per annum rate equal to the Reference Rate plus two
percent (2%), which interest rate will be adjusted on each day on
which a change in the Reference Rate occurs (the "Interest Rate").
The "Reference Rate" will mean the prime rate of interest as
published in the "Money Rates" section of the of the Wall Street
Journal, which rate is not necessarily the lowest rate of interest
charged by the Lender. Interest on the Notes will be paid monthly
commencing on October 31, 2004, and on the last day of each calendar
month thereafter. The entire unpaid principal balance of the Notes
and all accrued interest thereon will be due and payable on January
15, 2005.
2.4. Prepayment. Borrowers may prepay the Notes at any time, without
premium or penalty. Each prepayment will be applied by the Lender
first to the payment of unpaid fees and expenses, then to accrued
interest on the Revolving Note and then to the payment of principal.
In addition, if at any time the aggregate outstanding principal
balance of the debt under the Revolving Note exceeds the then amount
of the Borrowing Base, the Borrowers shall immediately, without
notice or demand, prepay the Revolving Note in an amount equal to
the excess.
2.5. Notation of Advances. The Lender shall have the right (acting at its
sole discretion with or without the consent of the Borrowers) to
make notations of advances by it to Shumate and payments to it by
Shumate on any liability ledger records maintained by or for the
Lender as to indebtedness of Borrowers, and such ledger shall be
presumed correct until the contrary is established by |