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Subscribers | 2002 |
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 3]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 3] (15K)
Doc #373412: Click preview link for longer preview.
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Third Amendment") is entered into as of May 14, 1999, 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 by that certain First Amendment to Amended and Restated Revolving Loan
and Security Agreement dated as of September 27, 1996 and that certain Second
Amendment to Amended and Restated Revolving Loan and Security Agreement and
Release of Term Loan and Security Agreement dated as of August 4, 1997
(collectively, the "Loan Agreement").
WHEREAS, Borrower desires to amend the terms of the Loan Agreement to
reflect the disposition by Borrower of certain of DeSoto's laundry facility
assets in Joliet, Illinois and to permit Borrower to, among other things, enter
into a joint venture with Spartanburg Forest Products, Inc., a South Carolina
corporation, and Gossling Consulting L.L.C., a Delaware limited liability
company, and guarantee certain obligations of the joint venture.
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:
1. Amendments to the Loan Agreement
A. The definition of "Inventory Cap Adjustment" in Section 1 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:
"Inventory Cap Adjustment" shall mean, at any time, the amount,
if any, by which the Inventory Utilization exceeds $25,000,000.
B. Section 9.10 of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:
Revolving Loans, Investments, Guarantees, Etc. Borrower shall
not, directly or indirectly, make any loans or advance money or
property to any person, or invest in (by capital contribution,
dividend or otherwise) or purchase or repurchase the stock or
indebtedness or all or a substantial part of the assets or
property of any person, or guarantee, assume, endorse, or
otherwise become responsible for (directly or indirectly) the
indebtedness, performance, obligations or dividends of any Person
or agree to do any of the foregoing, except: (a) the endorsement
of instruments for collection or deposit in the ordinary course
of business; (b) loans or investments which result from the
conversion of past due accounts receivable into notes or stock,
which notes or stock are delivered and pledged to Lender; (c)
investments in: (i) short-term direct obligations of the United
States Government, (ii) negotiable certificates of deposit issued
by any bank satisfactory to Lender, payable to the order of the
Borrower or to bearer and delivered to Lender, (iii) commercial
paper rated A1 or P1, (iv) the advances and investments as of
December 31, 1995 in Engineered Wire Products, Inc., an Ohio
corporation, and (v) loans or investments of no greater than (A)
$3,000,000 to Fox Valley made available on a revolving credit
basis and evidenced by a subordinated demand note, provided that
Fox Valley is Solvent at the time of such loans or investments,
(B) $5,000,000 to Caldwell made available on a revolving credit
basis and evidenced by a subordinated demand note, provided that
Caldwell is Solvent at the time of such loans or investments, (C)
$10,000,000 to DeSoto, Inc. (excluding the initial investment of
approximately $70,000,000 made to initially capitalize DSO
Acquisition Corporation with the contribution of the Sherman Wire
assets plus (x) the value of Borrower's stock issued in
connection with the DeSoto Acquisition and (y) all transaction
costs related to DeSoto Acquisition) made available on a
revolving credit basis and evidenced by a subordinated demand
373412
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Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 3]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Third Amendment") is entered into as of May 14, 1999, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – page intentionally left blank]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:
Name:
Title:
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1412545
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Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 6]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 6] (18K)
Doc #373413: Click preview link for longer preview.
SIXTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Sixth Amendment") is entered into as of January 17, 2001, 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. Section 1 of the Loan Agreement is hereby amended by adding the
following defined term in the appropriate alphabetical order:
"Fox Valley Asset Sale" shall mean the sale of all or substantially
all of the assets of Fox Valley pursuant to the terms of the Asset
Purchase Agreement (the "Fox Valley Sale Agreement") dated as of
January 12, 2001, by and between Fox Valley and Monroe Acquisition
Corp.
B. Section 9.7 of the Loan Agreement is hereby amended by inserting
the following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the Fox Valley
Asset Sale in accordance with the Fox Valley Sale Agreement so long as the
net proceeds of such sale related to the sale of Accounts and Inventory in
an amount equal to or in excess of $1,294,000 are (a) sent via wire
transfer in immediately available funds to the following account:
Chase Manhattan Bank
4 New York Plaza
New York, NY
ABA 021000021
Congress Financial Corporation (Central)
A/C # 322-020557
Re: Keystone Consolidated Industries,
and (b) applied to the principal balance outstanding under the
Revolving Loans pursuant to Section 6.4 hereof."
C. Section 9.20 of the Loan Agreement is hereby amended by inserting
the following sentence immediately following the last sentence thereof:
"Notwithstanding the foregoing, Lender hereby authorizes the Fox Valley
Asset Sale in accordance with the Fox Valley Sale Agreement so long as the
net proceeds of such sale related to the sale of Accounts and Inventory in
an amount equal to or in excess of $1,294,000 are (a) sent via wire
transfer in immediately available funds to the account described in Section
9.7 hereof and (b) applied to the principal balance outstanding under the
Revolving Loans pursuant to Section 6.4 hereof."
D. Schedule 8.4 and the Information Certificate of the Loan Agreement
are hereby amended and restated as Schedule 8.4 and the Information
Certificate attached hereto. Lender acknowledges and accepts such revised
Information Certificate and Schedule 8.4 as being effective as of the date
hereof for all transactions with Lender after the date hereof.
II. Conditions to Effectiveness of Sixth Amendment. This Sixth Amendment
shall become effective on the date (the "Effective Date") when Borrower shall
satisfy all of the following conditions:
A. Sixth Amendment. Borrower and Lender shall have duly executed and
delivered this Sixth Amendment.
373413
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Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 6]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Sixth Amendment") is entered into as of January 17, 2001, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – page intentionally left blank]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Sixth
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"), the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,
_____________
dt 1412546
;
|
 Chase Manhattan
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 6]:
Chase Manhattan Bank
– of Accounts and Inventory in
an amount equal to or in excess of $1,294,000 are (a) sent via wire
transfer in immediately available funds to the following account:
Chase Manhattan Bank
4 New York Plaza
New York, NY
ABA 021000021
Congress Financial Corporation (Central)
A/C # 322-020557
Re: Keystone Consolidated Industries,
and (b) applied to the principal balance outstanding
_____________
dt 1425370
|
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Subscribers | 2002 |
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 7]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 7] (17K)
Doc #373414: Click preview link for longer preview.
SEVENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Seventh Amendment") is entered into as of November 1,
2001, 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. The definition of "Maximum Credit" in Section 1 of the Loan
Agreement is hereby amended and restated in its entirety to
read as follows:
"Maximum Credit" shall mean the amount of $55,000,000.
II. Conditions to Effectiveness of Seventh Amendment. This Seventh
Amendment shall become effective on the date (the "Effective Date") when
Borrower shall satisfy all of the following conditions:
A. Seventh Amendment. Borrower and Lender shall have duly
executed and delivered this Seventh Amendment.
B. Consent Letter. Borrower and Lender shall have duly executed
and delivered that certain Consent Letter dated November 1,
2001, consenting to (i) the release of the security interest
in the stock of Engineered Wire Products, Inc. and (ii) the
incurrence of indebtedness by Borrower under that certain
Loan Agreement dated as of November 1, 2001, by and between
Borrower, the lenders party thereto and EWP Financial, LLC,
as agent for the lenders.
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.
IV. Representations and Warranties. In order to induce Lender to enter
into this Seventh Amendment, Borrower represents and warrants to Lender, upon
the effectiveness of this Seventh Amendment, which representations and
warranties shall survive the execution and delivery of this Seventh 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 Seventh
Amendment by Borrower are within its corporate powers and
have been duly authorized by all necessary corporate action;
and
C. this Seventh 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 principles of
equity.
V. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
373414
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Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 7]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – LOAN AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Seventh Amendment") is entered into as of November 1,
2001, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – page intentionally left blank]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Seventh
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
------------------------------------------------
Name:
------------------------------------------------
Title:
------------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By
------------------------------------------------
Name:
------------------------------------------------
Title:
------------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"),
the undersigned (the "Guarantor") guaranteed to Lender (as defined therein),
subject to the terms,
_____________
dt 1412547
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Subscribers | 2002 |
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 8]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 8] (17K)
Doc #373415: Click preview link for longer preview.
EIGHTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of December, 31, 2001,
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. The Term of Agreement in Section 12.1 (a) of the Loan
Agreement is hereby amended as follows:
The first four sentences are deleted in their entirety and
replaced by:
"This agreement and the other Financing Agreements shall
continue in full force and effect for a term ending on the
date January 31, 2002 (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. 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.
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 principles of
equity.
V. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
effective solely for the purpose set forth herein and shall
be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of
any other term or condition of the Loan Agreement or of any
other Financing Agreements or (ii) prejudice any right or
rights that Lender may now have or may have in the future
373415
|
Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 8]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – REVOLVING LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of December, 31, 2001,
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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
--------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By
--------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"),
the undersigned (the "Guarantor") guaranteed to Lender (as defined therein),
subject to the terms,
_____________
dt 1412548
| |
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Subscribers | 2002 |
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 9]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 9] (15K)
Doc #373416: Click preview link for longer preview.
NINTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Amendment") is entered into as of January 31, 2002, 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. The Term of Agreement in Section 12.1 (a) of the Loan Agreement is
hereby amended as follows:
The first sentence is deleted in its entirety and replaced by:
"This agreement and the other Financing Agreements shall continue
in full force and effect for a term ending on the date February
28, 2002 (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. 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.
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 principles of equity.
V. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are effective
solely for the purpose set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment,
waiver or modification of any other term or condition of the Loan Agreement
or of any other Financing Agreements or (ii) prejudice any right or rights
that Lender may now have or may have in the future under or in connection
373416
|
Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 9]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – REVOLVING LOAN AND SECURITY AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Amendment") is entered into as of January 31, 2002, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"), the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,
_____________
dt 1412549
| |
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Subscribers | 2002 |
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 10]
Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 10] (16K)
Doc #373417: Click preview link for longer preview.
TENTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS TENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of February 28, 2002, 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. The Term of Agreement in Section 12.1 (a) of the Loan
Agreement is hereby amended as follows:
The first sentence is deleted in its entirety and replaced
by:
"This agreement and the other Financing Agreements shall
continue in full force and effect for a term ending on the
date March 31, 2002 (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. Amendment fee. Borrower shall have paid to Lender a fee in
the amount of $10,000.
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.
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 principles of
equity.
V. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
effective solely for the purpose set forth herein and shall
be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of
any other term or condition of the Loan Agreement or of any
other Financing Agreements or (ii) prejudice any right or
373417
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Keystone
As referenced in this Revolving Loan and Security Agreement [Amended and Restated] [Amendment No. 10]:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – REVOLVING LOAN AND SECURITY AGREEMENT
THIS TENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of February 28, 2002, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By
---------------------------------------------------
Name:
---------------------------------------------------
Title:
---------------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By
---------------------------------------------------
Name: Bert E. Downing, Jr.
Title: Vice President and Corporate Controller
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"),
the undersigned (the "Guarantor") guaranteed
_____________
dt 1412550
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Subscribers | 2002 | |
Keystone
As referenced in this Revolving Loan and Security Agreement:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – RESTATED
REVOLVING LOAN AND SECURITY AGREEMENT
THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND SECURITY
AGREEMENT (the "Amendment") is dated as of March 15, 2002, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Restated
Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:
----------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
----------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"), the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,
_____________
dt 1412551
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Subscribers | 2002 | |
Keystone
As referenced in this Revolving Loan and Security Agreement:
KEYSTONE CONSOLIDATED INDUSTRIES, INC – REVOLVING LOAN AND SECURITY AGREEMENT
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND
SECURITY AGREEMENT (the "Twelfth Amendment") is dated as of March 15, 2002, 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
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Revolving Loan And Security Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Twelfth
Amendment as of the date first above written.
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:
-------------------------------------------------
Name:
-------------------------------------------------
Title:
-------------------------------------------------
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By:
-------------------------------------------------
Name:
-------------------------------------------------
Title:
-------------------------------------------------
{PAGE}
CONSENT
By Guarantee dated September 27, 1996 (as amended, the "Guarantee"),
the undersigned (the "Guarantor") guaranteed to Lender (as defined therein),
subject to the terms,
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – Wire Company of any
Finance Agreements, is bound by the terms of any such Finance Agreements.
FV STEEL & WIRE COMPANY
By:
--------------------------------------------------
Name:
--------------------------------------------------
Title:
--------------------------------------------------
{PAGE}
EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
Date: ____________, 200__
This certificate is given by Keystone Consolidated Industries, Inc., a
Delaware corporation ("Borrower"), pursuant to subsection 9.6(e) of that certain
Amended and Restated Revolving
_____________
Keystone Consolidated Industries, Inc – any such Finance Agreements.
FV STEEL & WIRE COMPANY
By:
--------------------------------------------------
Name:
--------------------------------------------------
Title:
--------------------------------------------------
{PAGE}
EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
Date: ____________, 200__
This certificate is given by Keystone Consolidated Industries, Inc ., a
Delaware corporation ("Borrower"), pursuant to subsection 9.6(e) of that certain
Amended and Restated Revolving Loan Agreement dated as of December 29, 1995,
between Borrower and Congress
_____________
KEYSTONE CONSOLIDATED INDUSTRIES, INC – 21 and 9.22 of the Loan Agreement.
IN WITNESS WHEREOF, Borrower has caused this Certificate to be
executed by one of its officers this _____ day of _______________, _____.
KEYSTONE CONSOLIDATED INDUSTRIES, INC .
By ___________________________________
Its ____________________________________
{PAGE}
EXHIBIT A TO EXHIBIT 4.2(b)
COMPLIANCE CERTIFICATE
Covenant 6.3 Fixed Charge Coverage
EXHIBIT A
TO
COMPLIANCE CERTIFICATE
Covenant 9.21 FIXED
_____________
dt 1412552
;
Chase Manhattan
As referenced in this Revolving Loan and Security Agreement:
Chase Manhattan Bank – of "Lender Payment Account"
is hereby added to Section 1 of the Loan Agreement in proper
alphabetical order:
"Lender Payment Account" shall mean account no.
322-020557 of Lender at Chase Manhattan Bank or such
other account of Lender as Lender may from time to time
designate to Borrower as the Lender Payment Account for
purposes of this Agreement.
19. The following new
_____________
dt 1425371
;
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U.S. Bank, NA
As referenced in this Revolving Loan and Security Agreement:
U.S. Bank National Association, – Borrower and the
County of Peoria, Illinois, (ii) Borrower's obligations
under that certain $19,800,000 Indenture dated as of
March 15, 2002, between the Borrower, as issuer, and
U.S. Bank National Association, a national banking
association, as trustee, and those certain 8%
Subordinated Secured Notes due 2009 (the "8%
Notes")executed in connection therewith, and (iii) those
certain 6% Subordinated Unsecured
_____________
dt 1341921
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Subscribers | 2003 |
Receivables Loan and Security Agreement
Receivables Loan and Security Agreement (336K)
Doc #374503: Click preview link for longer preview.
U.S. $75,000,000
RECEIVABLES LOAN AND SECURITY AGREEMENT
Dated as of February 11, 2003
Among
FCC ACCEPTANCE CORP.,
as the Borrower
and
FIRST CONSUMER CREDIT, INC.,
as the Servicer
and
AUTOBAHN FUNDING COMPANY LLC,
as a Lender
and
DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,
FRANKFURT AM MAIN
as the Agent
and
U.S. BANK NATIONAL ASSOCIATION,
as the Custodian and the Agent's Bank
and
COMPU-LINK CORPORATION,
as the Back-Up Servicer
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I. DEFINITIONS......................................................................................1
SECTION 1.01 Certain Defined Terms.............................................................1
SECTION 1.02 Other Terms......................................................................27
SECTION 1.03 Computation of Time Periods......................................................27
ARTICLE II. THE RECEIVABLES FACILITY........................................................................27
SECTION 2.01 Borrowings.......................................................................27
SECTION 2.02 The Initial Borrowing and Subsequent Borrowings..................................28
SECTION 2.03 Facility Maturity Date...........................................................29
SECTION 2.04 Selection of Fixed Periods.......................................................29
SECTION 2.05 Remittance Procedures............................................................30
(a) Yield and Liquidation Fees.......................................................30
(b) Fixed Period Loan Principal Repayment............................................30
(c) Remittance Date Transfers From Collection Account................................31
(d) Borrower Deficiency Payments.....................................................32
(e) Instructions to the Agent's Bank.................................................33
SECTION 2.06 [Intentionally Omitted.].........................................................33
SECTION 2.07 Substitution of Pledged Receivables..............................................33
SECTION 2.08 [Intentionally Omitted.].........................................................34
SECTION 2.09 [Intentionally Omitted.].........................................................34
SECTION 2.10 [Intentionally Omitted.].........................................................34
SECTION 2.11 Payments and Computations, Etc...................................................34
SECTION 2.12 Fees.............................................................................35
SECTION 2.13 Increased Costs; Capital Adequacy................................................35
SECTION 2.14 Collateral Assignment of Agreements..............................................36
SECTION 2.15 Grant of a Security Interest.....................................................37
SECTION 2.16 Evidence of Debt.................................................................38
SECTION 2.17 Survival of Representations and Warranties; Repayment
Obligations......................................................................38
SECTION 2.18 Release of Pledged Receivables...................................................38
SECTION 2.19 Treatment of Amounts Paid by the Borrower........................................39
SECTION 2.20 Prepayment; Termination..........................................................39
ARTICLE III. CONDITIONS OF LOANS.............................................................................40
SECTION 3.01 Conditions Precedent to Initial Borrowing........................................40
SECTION 3.02 Conditions Precedent to All Borrowings...........................................40
SECTION 3.03 Advances Do Not Constitute a Waiver..............................................42
ARTICLE IV. REPRESENTATIONS AND WARRANTIES..................................................................42
SECTION 4.01 Representations and Warranties of the Borrower...................................42
SECTION 4.02 Representations and Warranties of the Servicer...................................46
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 4.03 Resale of Receivables Upon Breach of Covenant or Representation and Warranty
by Borrower.....................................................................................48
ARTICLE V. GENERAL COVENANTS OF THE BORROWER AND THE SERVICER..............................................49
SECTION 5.01 General Covenants................................................................49
ARTICLE VI. ADMINISTRATION AND SERVICING; CERTAIN COVENANTS.................................................52
SECTION 6.01 Appointment and Designation of the Servicer......................................52
SECTION 6.02 Collection of Receivable Payments; Modification and Amendment of Receivables....54
SECTION 6.03 Realization Upon Receivables.....................................................55
SECTION 6.04 [Intentionally Omitted.].........................................................55
SECTION 6.05 Maintenance of Security Interests in Underlying Collateral.......................55
SECTION 6.06 Pledged Receivable Receipts......................................................56
SECTION 6.07 [Intentionally Omitted.].........................................................56
SECTION 6.08 Unidentified Payments; Lender's Right of Presumption.............................56
SECTION 6.09 No Rights of Withdrawal..........................................................56
SECTION 6.10 Permitted Investments............................................................56
SECTION 6.11 Servicing Compensation...........................................................57
SECTION 6.12 Reports to the Agent; Account Statements; Servicing Information..................57
SECTION 6.13 Statements as to Compliance; Financial Statements................................58
SECTION 6.14 Access to Certain Documentation; Obligors........................................62
SECTION 6.15 Back-Up Servicer.................................................................63
SECTION 6.16 Additional Remedies of Agent Upon Event of Default...............................65
SECTION 6.17 Waiver of Defaults...............................................................66
SECTION 6.18 Maintenance of Certain Insurance.................................................66
SECTION 6.19 Segregation of Collections.......................................................66
SECTION 6.20 UCC Matters; Protection and Perfection of Pledged Assets.........................66
SECTION 6.21 Servicer Advances................................................................67
374503
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Citibank
As referenced in this Receivables Loan and Security Agreement:
Citibank, N.A. – Base Rate" means, on any date, a fluctuating rate of interest per
annum equal to the arithmetic average of the rates of interest publicly
announced by JPMorgan Chase Bank and Citibank, N.A. (or their respective
successors) as their respective prime commercial lending rates (or, as to any
such bank that does not announce such a rate, such bank's "base" or
_____________
dt 1478201
;
McGraw-Hill Companies
As referenced in this Receivables Loan and Security Agreement:
McGraw-Hill Companies, Inc – states where, with respect to any Pledged
Receivable, the related Obligor and the related Underlying Collateral are
located.
"S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc . (or its successors in interest).
"Scheduled Payments" means, with respect to any Receivable, the
periodic payments payable under the terms of the related Contract.
"Securities Account Agreement" means that
_____________
dt 1516389
;
US Home & Garden
As referenced in this Receivables Loan and Security Agreement:
US Home – cease to have the right or ability by voting power, contract or otherwise, to
elect or designate for election a majority of the Board of Directors of the
Borrower, (ii) US Home shall fail to own, directly or indirectly, at least 51%
of all of the outstanding Capital Stock of the Servicer or shall cease to have
the right or ability
_____________
US Home – have
the right or ability by voting power, contract or otherwise, to elect or
designate for election a majority of the Board of Directors of the Servicer,
(iii) the Servicer, US Home or the Borrower merges or consolidates with any
other Person, (iv) there are not at least two of the following individuals,
Murray H. Gross, James D. Borschow or Robert
_____________
US Home – defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 50% of the outstanding Capital Stock of US Home . For
purposes of this definition, the following terms have the following meaning:
"Board of Directors" means, with respect to any Person, such Person's
Board of Directors or any
_____________
US Home – 12%; or
(vii) the Excess Spread as of any date of determination is less than
5%.
"Eligible Contractor" means any Contractor which (a) (i) is a wholly
owned subsidiary of US Home , (ii) is fully-licensed by all applicable
authorities to perform the services contemplated under any Contract, and is
otherwise in good standing with such authorities, (iii) is insured to
_____________
US Home – Pledged hereunder to
secure Loans at such time, minus (ii) the Overconcentration Amount at such time.
"Eligible Third-Party Contractor" means a Contractor which (i) is not
wholly owned by US Home , (ii) is licensed by all applicable state authorities to
perform the services contemplated under any Contract, and is otherwise in good
standing with such authorities, (iii) complies in all
_____________
dt 1394240
;
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Citibank
As referenced in this Receivables Loan and Security Agreement:
Citibank, N.A. – Base Rate" means, on any date, a fluctuating rate of interest per
annum equal to the arithmetic average of the rates of interest publicly
announced by JPMorgan Chase Bank and Citibank, N.A. (or their respective
successors) as their respective prime commercial lending rates (or, as to any
such bank that does not announce such a rate, such bank's "base" or
_____________
dt 1478201
;
More... |
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Subscribers | 2004 |
Loan and Security Agreement
Loan and Security Agreement (185K)
Doc #925598: Click preview link for longer preview.
3
dex99b3.htm
LOAN AND SECURITY AGREEMENT DATED AS OF 9/22/04
Loan and Security Agreement dated as of 9/22/04
LOAN AND SECURITY AGREEMENT
GULFSIDE SUPPLY, INC., JEH/EAGLE SUPPLY, INC., EAGLE SUPPLY, INC., JEH/EAGLE, L.P. AND EAGLE SUPPLY GROUP, INC.(f/k/a Gulfco Acquisition, Inc.) as Borrowers, FLEET CAPITAL CORPORATION as Agent,
and The Financial Institutions identified in Annex I, as Lenders Dated as of September 22, 2004
TABLE OF CONTENTS
PAGE NO
SECTION 1. . . .
925598
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Eagle Supply
As referenced in this Loan and Security Agreement:
EAGLE SUPPLY GROUP, INC –
Loan and Security Agreement dated as of 9/22/04
LOAN AND SECURITY AGREEMENT GULFSIDE SUPPLY, INC., JEH/EAGLE SUPPLY, INC., EAGLE SUPPLY, INC., JEH/EAGLE, L.P. AND EAGLE SUPPLY GROUP, INC .(f/k/a Gulfco Acquisition, Inc.) as Borrowers, FLEET CAPITAL CORPORATION as Agent,
and The Financial Institutions identified in Annex I, as Lenders Dated as of September 22, 2004
_____________
EAGLE SUPPLY GROUP, INC – EAGLE, L.P., a Texas limited partnership with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida 33609-1012 (“Eagle LP”) and
EAGLE SUPPLY GROUP, INC . (f/k/a Gulfco Acquisition, Inc.), a Delaware corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida
33609-1012 (“Eagle
_____________
Eagle Supply Group, Inc – and lien termination authorizations, in form
and substance satisfactory to Agent, with respect to all existing secured Indebtedness of Gulfside and the other Borrowers, as necessary; (s) The merger of Eagle Supply Group, Inc . into Gulfco Acquisition, Inc. pursuant to the terms of the Acquisition Documents shall be completed on or prior
to the Closing Date; and
35
(t) Such other documents, instruments
_____________
EAGLE SUPPLY GROUP, INC – JEH/EAGLE, L.P.
By:
JEH/Eagle Supply, Inc.
Its General Partner
By:
/s/ James S. Resch
James S. Resch, President
(Signature
Page to Loan and Security Agreement)
S-1
EAGLE SUPPLY GROUP, INC .
(f/k/a Gulfco Acquisition, Inc.)
By:
/s/ James S. Resch
James S. Resch, President
AGENT:
FLEET CAPITAL CORPORATION
By:
/s/ Robert Mahoney
Robert Mahoney, Senior Vice President
LENDER:
_____________
dt 1417322
;
Fleet National
As referenced in this Loan and Security Agreement:
Fleet National Bank – Obligations (subject to final payment of such items) on the first Business Day after receipt (or deemed receipt) by Agent of
good funds in Agent’s account located at Fleet National Bank (Account No. 936-933-7579, Account Name: Gulfside, Eagle Supply and JEH/Eagle Supply), or such other account as to which Agent may advise Borrowers in writing.
12
Borrowers
_____________
dt 1436775
;
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 Blank Rome
As referenced in this Loan and Security Agreement:
Blank Rome – when sent, addressed as follows:
If to Agent:
Fleet Capital Corporation
200 Glastonbury Boulevard
Glastonbury, CT 06033
Attention: Loan Administration Manager
Facsimile No.: 860-657-7759
With a copy to:
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Attention: Harvey I. Forman, Esquire
Facsimile No.: 215-832-5516
If to Lenders:
To the address for each Lender set forth on
_____________
dt 1470163
;
Fowler White
As referenced in this Loan and Security Agreement:
Fowler White – executed, accepted and acknowledged by or on behalf of each of the signatories thereto; (g) The Other Agreements duly executed and delivered by Borrowers; (h) The favorable, written opinion of Fowler White Boggs Banker, counsel to Borrowers, as to the transactions contemplated
by this Agreement, any of the other Loan Documents and the transactions contemplated under the Acquisition Documents; (i) The
_____________
Fowler White – to Borrowers:
c/o Gulfside Supply, Inc.
501 N. Reo Street
Tampa, FL 33609-1012
Attention: James S. Resch, President
Facsimile No.: 813-636-9220
48
With a copy to:
Fowler White Boggs Banker
501 East Kennedy Boulevard
Tampa, FL 33602
Attention: David C. Shobe, Esquire
Facsimile No.: 813-229-8313
or to such other address as each party
may designate
_____________
dt 1388629
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