Exhibit 99.1 CONSENT AND SEVENTH AMENDMENT This CONSENT AND SEVENTH AMENDMENT (this "Consent") is entered into as of the 5th day of June 1997, by and among TALLEY MANUFACTURING AND TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), the lenders...Loan and Security Agreement • August 7th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
RECITALSPurchase Agreement • December 18th, 1996 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
4. Amendments to Eliminate Unused Line Fee. Effective July 1, 1997, the unused line fee shall be eliminated. Such elimination shall be effected by (a) deleting Section 4.5 of the Loan Agreement, (b) deleting the words "(with an appropriate adjustment...Loan and Security Agreement • November 5th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
W I T N E S S E T H:Loan and Security Agreement • May 14th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
ARTICLE 1 AGREEMENT OF THE PARTIESPurchase Agreement • December 18th, 1996 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Arizona
AMENDMENT NO. 1Rights Agreement • December 18th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens)
Rights AgentRights Agreement • February 8th, 1996 • Talley Industries Inc • Guided missiles & space vehicles & parts • Delaware
THIS AGREEMENT made and entered into this 7th day of February, 1996 by and between TALLEY MANUFACTURING AND TECHNOLOGY, INC., a Delaware corporation with an office at 2702 North 44th Street, Phoenix, Arizona 85008 (hereinafter called the "Company"),...Consulting Agreement • February 8th, 1996 • Talley Industries Inc • Guided missiles & space vehicles & parts • Arizona
EXHIBIT 9.1 AMENDED AND RESTATED VOTING TRUST AGREEMENT This Amended and Restated Voting Trust Agreement ("Agreement") is made as of February 7, 1996 by and among Talley Industries, Inc., a Delaware corporation ("Talley" or the "Company"); John J....Voting Trust Agreement • February 8th, 1996 • Talley Industries Inc • Guided missiles & space vehicles & parts
EXHIBIT 99.2 FOURTH AMENDMENT TO SUBSIDIARY LOAN AND SECURITY AGREEMENTS This FOURTH AMENDMENT TO SUBSIDIARY LOAN AND SECURITY AGREEMENTS (this "Amendment") is entered into as of the 31st day of July, 1997, by and among each of the Borrowers listed on...Subsidiary Loan and Security Agreement • November 5th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
Trust and Security Agreement dated as of June 13, 1997 among Talley Industries, Inc., a Delaware Corporation (the "Company"), Bank One, N.A. (formerly known as Bank One, Columbus, N.A.), as Trustee (the "Trustee"), and Bank One, N.A., as Custodian...Defeasance Trust and Security Agreement • August 7th, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • New York
EXECUTION COUNTERPART] AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 2nd, 1997 • Talley Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
