SIXTH AMENDMENTdated as of April 23, 2002 (this "Amendment") to the Credit Agreement dated as of February 22, 2000 (as previously amended, the "Credit Agreement") among UCAR INTERNATIONAL INC., a Delaware corporation ("UCAR"), UCAR GLOBAL ENTERPRISES...
EXHIBIT 10.14
EXECUTION COPY
SIXTH AMENDMENTdated as of April
23, 2002 (this "Amendment") to the Credit
Agreement dated as of February 22, 2000 (as
previously amended, the "Credit Agreement")
among UCAR INTERNATIONAL INC., a Delaware
corporation ("UCAR"), UCAR GLOBAL
ENTERPRISES INC., a Delaware corporation
("Global"), UCAR FINANCE INC., a Delaware
corporation (the "Borrower"), the LC
Subsidiaries from time to time party
thereto, the Lenders from time to time
party thereto and JPMORGAN CHASE BANK, as
Administrative Agent, Collateral Agent and
Issuing Bank.
A. Pursuant to the Credit Agreement, the Lenders and the
Issuing Bank have extended and have agreed to extend credit to the Borrower and
the LC Subsidiaries, on the terms and subject to the conditions set forth
therein.
B. The Borrower has requested an amendment of the Credit
Agreement as set forth herein.
C. The Required Lenders are willing to agree to such
amendment on the terms and subject to the conditions set forth herein.
D. Each capitalized term used and not otherwise defined
herein shall have the meaning assigned to it in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. (a) The
preamble to the Credit Agreement is hereby amended by inserting immediately
prior to the last sentence thereof the following sentence:
"In no circumstance whatsoever will any Letter of Credit
issued pursuant to this Agreement on behalf of Lenders holding
Revolving Commitments or the proceeds of any Revolving Loan be
used for any purpose other than paying (or providing Letter of
Credit support to facilitate or defer the payment of)
antitrust fines imposed by the European Union, if at the time
of, or as a result of, the issuance of
2
such Letter of Credit or the making of such Loan the Revolving
Exposure exceeds or would exceed EUR175,000,000."
(b) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Amendment Fees".
(c) Section 1.01 of the Credit Agreement is hereby amended by
adding thereto, in the appropriate alphabetical order the following
definitions:
"ADDITIONAL SENIOR NOTES" shall mean senior notes of
the Borrower issued under the indenture for the Senior Notes
and having terms no less favorable to the Borrower and the
Lenders than those contemplated by Exhibit A to the Sixth
Amendment to this Agreement.
"LEVERAGE RATIO" as of the last day of any fiscal
quarter shall mean the ratio of (a) Net Debt as of such day to
(b) EBITDA for the four quarter period ended as of such day.
"NET SENIOR SECURED DEBT" shall mean, with respect
to UCAR, Global, the Borrower and the Subsidiaries on a
consolidated basis, at any time, (a) that portion of Total
Debt which is secured by any assets of UCAR, Global, the
Borrower or any Subsidiary, other than the Senior Notes and
the Additional Senior Notes, minus (b) the aggregate amount
held at such time by UCAR, Global, the Borrower and the
Subsidiary Loan Parties of (i) Permitted Investments of the
type described in clauses (a), (b), (c), (e) and (to the
extent analogous to such clauses (a), (b), (c) and (e)) (f) of
the definition of Permitted Investments that are denominated
in Euros (including Euro-equivalent currencies) or Dollars,
mature 30 days or less from the date of determination and are
held in jurisdictions from which funds may be freely
transferred to the Borrower and (ii) cash denominated in Euros
(including Euro-equivalent currencies) or Dollars that are
held in jurisdictions from which funds may be freely
transferred to the Borrower.
(d) The definition of "Net Proceeds" is hereby amended by (i)
deleting the "and" directly preceding clause (b)(iii), substituting therefor a
"," and adding directly after such clause (b)(iii) the phrase "and (iv) in the
case of any issuance of Additional Senior Notes, accrued net interest paid by
the purchasers of such Additional Senior Notes".
(e) The definition of "Prepayment Event" is hereby amended by
replacing the phrase "and (xiv)" with the phrase ", (xiv) and (xv)".
(f) The definition of "Revolving Commitment" is hereby amended
by adding the following sentence at the end of the definition:
"The aggregate amount of the Revolving Commitments on the
Amendment Effective Date under the Sixth Amendment is
EUR200,000,000."
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(f) Section 2.09(d) of the Credit Agreement is hereby amended
by replacing the reference to "Senior Notes" with the phrase "Senior Notes or
the Additional Senior Notes".
(g) Section 2.10(c) of the Credit Agreement is hereby amended
by inserting in the first sentence thereof directly following the phrase "such
Net Proceeds are received," the phrase "(1) in the case of the Net Proceeds
received in respect of Additional Senior Notes, prepay (x) Revolving Borrowings
in an aggregate amount equal to the lesser of the Revolving Loans then
outstanding and 50% of the Net Proceeds of such Additional Senior Notes and (y)
prepay Term Borrowings in an aggregate amount equal to all Net Proceeds thereof
other than those used to prepay Revolving Loans under clause (x) above and (2)
in all other cases,".
(h) Section 7.01(a) of the Credit Agreement is hereby amended
by (i) deleting in clause (xii) thereof the phrase "not in excess of
$130,000,000" and substituting the phrase "not in excess of $75,000,000"; (ii)
renumbering the last clause thereof "(xvi)" rather than "(xv)"; (iii) changing
the reference in such new clause (xvi) from "(xiv)" to "(xv)"; (iv) deleting the
"and" at the end of clause (xiv) thereof; (v) deleting in the first sentence of
clause (xiv) thereof preceding the phrase "Guarantee by UCAR" the word
"unsecured" and adding after the phrase "any Domestic Subsidiary of the Senior
Notes" the phrase "that is either unsecured or secured solely by a lien
described in Section 7.02(w)"; and (vi) inserting between such clause (xiv) and
new clause (xvi) the following new clause:
"(xv) Additional Senior Notes not guaranteed by any person
other than UCAR, Global and the Domestic Subsidiaries in an aggregate
principal amount not to exceed $150,000,000; any Guarantee by UCAR,
Global or any Domestic Subsidiary of the Additional Senior Notes that
is either unsecured or secured solely by a lien described in Section
7.02(w); PROVIDED that (A) 50% of the Net Proceeds of the aggregate
principal amount thereof shall be applied to prepay Revolving Loans to
the extent outstanding in accordance with Section 2.10(c) and (B) all
Net Proceeds thereof other than those prepaid under clause (A) above
shall be applied to prepay Term Loans in accordance with Section
2.10(c); and".
(i) Section 7.02 of the Credit Agreement is hereby amended by
(i) replacing clause (v) thereof in its entirety by the following:
"(v) Liens on Intercompany Senior Loans to secure Senior Notes
and Additional Senior Notes or to secure the Obligations; PROVIDED that
the aggregate principal amount of the Intercompany Senior Loans
securing Senior Notes and Additional Senior Notes shall not at any time
exceed $400,000,000 (excluding the impact of changes in currency
exchange rates after February 15, 2002); and"
(ii) changing the reference to "Senior Notes" in clause (w) thereof to "Senior
Notes or Additional Senior Notes" and (iii) adding in clause (w) thereof
following the phrase "or any Subsidiary" the phrase "securing the Senior Notes
or the Additional Senior Notes".
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(j) Section 7.08 of the Credit Agreement is hereby amended by
adding at the end of clause (c)(i) immediately following the phrase "in respect
of the Senior Notes" the phrase "and the Additional Senior Notes".
(k) Section 7.09(d) of the Credit Agreement is hereby amended
by (i) replacing each reference therein to the phrase "the Senior Notes" with
the phrase "the Senior Notes or the Additional Senior Notes" and (ii) replacing
in the proviso at the end thereof the phrase "the aggregate principal amount of
the Senior Notes" with the phrase "$400,000,000 (excluding the impact of changes
in currency exchange rates after February 15, 2002)".
(l) Section 7.11 of the Credit Agreement is hereby amended by
(i) deleting the table set forth therein and substituting therefor the
following:
---------------------------------- ---------------------------- -----------------------------------
FROM AND INCLUDING: TO AND INCLUDING: RATIO:
---------------------------------- ---------------------------- -----------------------------------
Effective Date of Sixth Amendment June 30, 2002 1.60 : 1.0
---------------------------------- ---------------------------- -----------------------------------
July 1, 2003 September 30, 2003 1.65 : 1.0
---------------------------------- ---------------------------- -----------------------------------
October 1, 2003 December 31, 2003 1.75 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 2004 December 31, 2004 2.00 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 2005 December 31, 2005 2.25 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 2006 December 31, 2006 2.75 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 0000 Xxxxxxx X Maturity Date 3.25 : 1.0
---------------------------------- ---------------------------- -----------------------------------
and (ii) deleting from both provisos thereto all clauses (A)(i) and (B)(i) and
renumbering all clauses (A)(ii), (A)(iii), (B)(ii) and (B)(iii) accordingly.
(m) Section 7.12 of the Credit Agreement is hereby amended by
(i) replacing each reference to the phrase "Leverage Ratio" with "Senior Secured
Leverage Ratio", (ii) replacing each reference to the phrase "Net Debt" with
"Net Senior Secured Debt", (iii) deleting the table set forth therein and
substituting therefor the following:
---------------------------------- ---------------------------- -----------------------------------
FROM AND INCLUDING: TO AND INCLUDING: RATIO:
---------------------------------- ---------------------------- -----------------------------------
Effective Date of Sixth Amendment June 30, 2003 2.75 : 1.0
---------------------------------- ---------------------------- -----------------------------------
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---------------------------------- ---------------------------- -----------------------------------
July 1, 2003 September 30, 2003 2.65 : 1.0
---------------------------------- ---------------------------- -----------------------------------
October 1, 2003 December 31, 2004 2.50 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 2005 December 31, 2005 2.25 : 1.0
---------------------------------- ---------------------------- -----------------------------------
January 1, 0000 Xxxxxxx X Maturity Date 2.00 : 1.0
---------------------------------- ---------------------------- -----------------------------------
and (iv) deleting from both provisos thereto all clauses (A)(i) and (B)(i) and
renumbering all clauses (A)(ii), (A)(iii), (B)(ii) and (B)(iii) accordingly.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT EFFECTIVE PRIOR
TO THE AMENDMENT EFFECTIVE DATE. (a) Effective as of December 6, 2001:
(i) Section 1.01 of the Credit Agreement is hereby amended by
adding thereto, in the appropriate alphabetical order the following definition:
"REALIGNMENT TRANSACTIONS" shall mean (i) the
transactions specified on Schedule 10.15 as modified in
accordance with the penultimate sentence of Section 10.15 and
(ii) the prepayment of any Intercompany Term Loan made by the
Borrower to UCAR Carbon Company Inc. with the proceeds of new
Intercompany Term Loans made by the Borrower to any other
Guarantor (other than UCAR).
(ii) Section 3.03(b) of the Credit Agreement is hereby amended
by (i) deleting the "and" at the end of clause (iii) thereof, (ii) replacing the
"." at the end of clause (iv) thereof with a "; and" and (iii) adding
immediately after clause (iv) thereof the following new clause (v):
"(v) any Intercompany Term Loan made by the Borrower
to UCAR Carbon Company Inc. may be prepaid with the proceeds
of any Intercompany Term Loan made by the Borrower to any
other Guarantor (other than UCAR)."
(b) Effective upon the effectiveness of this Amendment in
accordance with Section 5:
(i) The definition of "Indebtedness" is hereby
amended by inserting at the end of clause (i) thereof
immediately before the phrase "and (j)" the phrase "(in each
case, net of any margin deposit in respect thereof)".
(ii) The definition of "Interest/Exchange Rate
Protection Agreement" is hereby amended by adding at the end
thereof the phrase "or
6
to take advantage of reduced interest rates by converting
fixed rate obligations to floating rate obligations".
(iii) Section 7.01(a) of the Credit Agreement is
hereby amended by (A) inserting in clause (iii) thereof the
phrase "or to take advantage of reduced interest rates by
converting fixed rate obligations to floating rate
obligations" immediately following the phrase "and other
Indebtedness" and (B) inserting at the end of such clause
(iii) the phrase "or shall be entered into to take advantage
of reduced interest rates by converting fixed rate obligations
to floating rate obligations".
(iv) Section 7.02 of the Credit Agreement is hereby
amended by adding at the end of clause (h) thereof the phrase
"and deposits to secure obligations in respect of
Interest/Exchange Rate Protection Agreements having the effect
of converting fixed rate obligations under Senior Notes or
Additional Senior Notes to floating rate obligations".
SECTION 3. REDUCTION OF REVOLVING COMMITMENTS. As of the
Amendment Effective Date, without any notice or any other action by any person,
the aggregate amount of the Revolving Commitments shall automatically and
permanently be reduced by an amount that will result in the Revolving
Commitments equaling EUR200,000,000.
SECTION 4. REPRESENTATIONS AND WARRANTIES. Each of UCAR,
Global and the Borrower represents and warrants to each Lender as of the date
hereof and as of the Amendment Effective Date that after giving effect to this
Amendment: (a) the representations and warranties set forth in Article IV of the
Credit Agreement are true and correct in all material respects, except to the
extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties were true and correct in all
material respects as of the earlier date), and (b) no Default or Event of
Default has occurred and is continuing.
SECTION 5. EFFECTIVENESS. This Amendment shall become
effective when the Administrative Agent or its counsel shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower, UCAR, Global and the Required Lenders, but the provisions of
Sections 1 and 3 above shall not become effective until as of the first date
(the "AMENDMENT EFFECTIVE DATE") on which the following conditions are met: (a)
the Borrower shall have received gross proceeds in respect of the Additional
Senior Notes in an amount not less than $100,000,000; (b) Revolving Loans and
Term Loans shall have been prepaid in an aggregate principal amount not less
than that required under Sections 2.10(c) and 7.01(a)(xv) as amended hereby in
connection with the issuance of such Additional Senior Notes; (c) each Lender
shall have received the Amendment Fee required to be paid to it pursuant to
Section 6 below; and (d) the representations and warranties set forth in Section
4 above shall be true and correct on and as of such date. Notwithstanding
anything herein to the contrary, the Amendment Effective Date shall not occur
after May 31, 2002.
7
SECTION 6. AMENDMENT FEE. The Borrower agrees to pay to each
Lender that executes and delivers to the Administrative Agent (or its counsel) a
copy of this Amendment at or prior to 5:00 p.m., New York City time, on April
23, 2002, an amendment fee (the "AMENDMENT FEE") in an amount equal to 0.125% of
such Lender's Revolving Commitment (whether used or unused) and outstanding Term
Loans, in each case based on the amount outstanding immediately after the
issuance of the Additional Senior Notes, the application of the Net Proceeds
therefrom in accordance with Section 2.10(c) and the reduction of the Revolving
Commitments pursuant to Section 3 above; PROVIDED that the Borrower shall have
no liability for any such Amendment Fee if the Amendment Effective Date shall
not occur. Such Amendment Fee shall be payable on the Amendment Effective Date.
SECTION 7. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent,
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances.
SECTION 8. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 10. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
date and year first above written.
UCAR INTERNATIONAL INC.,
By: /S/ XXXXXX X. XXXXXX, XX.
------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Assistant Treasurer
UCAR GLOBAL ENTERPRISES INC.,
By: /S/ XXXXXX X. XXXXXX, XX.
------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Assistant Treasurer
UCAR FINANCE INC.,
By: /S/ XXXXXX X. XXXXXX, XX.
-----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Assistant Treasurer
JPMORGAN CHASE BANK, as a Lender,
and as Administrative Agent,
Collateral Agent and Issuing Bank,
By: ------------------------------
Name:
Title:
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
JPMORGAN CHASE BANK
By: /S/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /S/ XXXXXXX XXXX
--------------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
FLEET NATIONAL BANK
By: /S/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
THE BANK OF NOVA SCOTIA
By: /S/ XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
BANK OF AMERICA, N.A.
By: /S/ XXXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
WACHOVIA BANK, N.A.
By: /S/ XXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CIC
By: S/ XXXX XXXXXX /S/ XXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx Xxx Xxxxxx
Title: Manager Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
PB CAPITAL CORPORATION
By: /S/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
Portfolio Managment
By: /S/ XXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Associate
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
THE BANK OF NEW YORK
By: /S/ XXXXXXXXX X. RIO
--------------------------------
Name: Xxxxxxxxx X. Rio
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CREDIT LYONNAIS NEW YORK BRANCH
By: /S/ XXXXXX XXX
-------------------------------
Name: Xxxxxx Xxx
Title: Senior Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
NATEXIS BANQUES POPULAIRES
By: /S/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Associate
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
BANK PEKAO S.A.
By: /S/ HUSSEIN B. EL-XXXXX
--------------------------------
Name: Hussein B. El-Xxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CREDIT SUISSE FIRST BOSTON
By: /S/ XXXX X. XXXXXX
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
By: /S/ XXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AMMC CDO I, LIMITED
By: American Money Management
Corp., as Collateral Manager
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AMMC CLO II, LIMITED
By: American Money Management
Corp., as Collateral Manager
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ARES III CLO LTD.
By: Ares CLO Management LLC, its
Investment Manager
By: /S/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ARES IV CLO LTD.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO XX XX, LLC, Its
Managing Member
By: /S/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By: Ares Management III, its
General Partner
By: /S/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ARES V CLO LTD.
By: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP V, LLC, Its
Managing Member
By: /S/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ARES IV CLO LTD.
By: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC, Its
Managing Member
By: /S/ XXXXXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SANKATY ADVISORS, INC., as
Collateral Manager for Xxxxx
Point CBO 1999-1 LTD, as Term
Lender
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SANKATY ADVISORS, LLC, Collateral
Manager for Great Point CLO 1999-1
LTD, as Term Lender
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SANKATY ADVISORS, LLC, as
Collateral Manager for Race
Point CLO, Limited, as Term
Lender
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SANKATY HIGH YIELD ASSET
PARTNERS, L.P.
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SANKATY HIGH YIELD PARTNERS II,
LP.
By: /S/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
HARBOUR TOWN FUNDING TRUST
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
VWNTURE CDO 2002, LIMITED
By: /S/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
APEX (TRIMARAN) CDO I, LTD.
By Trimaran Advisors L.L.C.
By: /S/ XXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SAWGRASS TRADING LLC
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CARLYLE HIGH YIELD PARTNERS,
L.P.
By: /S/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: Principal
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CARLYLE HIGH YIELD PARTNERS II,
L.P.
By: /S/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: Principal
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CARLYLE HIGH YIELD PARTNERS III,
LTD.
By: /S/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: Principal
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KZH CNC LLC
By: /S/ XXXXX XXX
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
WINGED FOOT FUNDING TRUST
L.P.
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx F, Xxxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
BLUE SQUARE FUNDING SERIES 3
Deutsche Bank Trust Co. Americas
formerly known as Bankers Trust
By: /S/ XXXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Assistant Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ELF FUNDING TRUST I
By: Highland Capital Management,
L.P. As Collateral Manager
By: /S/ XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President-
CFO Highland Capital
Management, L.P.
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ELF FUNDING TRUST III
By: New York Life Investment
Management, LLC, as Attorney-in-
Fact
By: /S/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
GLENEAGLES TRADING LLC
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
PAMCO CAYMEN LTD.
By: Highland Capital Management,
L.P. As Collateral Manager
By: /S/ XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President-
CFO Highland Capital
Management L.P.
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ENDURANCE CLO I, LTD
c/o ING Capital Advisors LLC,
as Portfolio Manager
By: /S/ XXXXXX XXXX
--------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
& Portfolio Manager
ARCHIMEDES FUNDING III, LTD.
ING Capital Advisors LLC, as
Collateral Manager
By: /S/ XXXXXX XXXX
----------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
& Portfolio Manager
Name of Institution:
ARCHIMEDES FUNDING II, LTD.
ING Capital Advisors LLC, as
Collateral Manager
By: /S/ XXXXXX XXXX
-------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
& Portfolio Manager
Name of Institution:
SEQUILS-ING I (HBDGM), LTD.
ING Capital Advisors LLC, as
Collateral Manager
By: /S/ XXXXXX XXXX
--------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
& Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KZH ING-3 LLC
By: /S/ XXXXX XXX
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured
Management, Inc. As
Sub-Managing Agent
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AMARA-1 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc. As Sub-advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AMARA 2 FINANCE, LTD.
By: INVESCO Senior Secured
Management, Inc. As Sub-Advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured
Management, Inc. As
Portfolio Advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured
Management, Inc. As Portfolio
Advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CERES II FINANCE LTD.
By: INVESCO Senior Secured
Management, Inc. As Sub-Managing
Agent (Financial)
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured
Management, Inc. As Investment
Advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured
Management, Inc. As Investment
Advisor
By: /S/ XXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KATONAH I, LTD.
By: /S/ XXXXX XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, LLC
As Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KATONAH II, LTD.
By: /S/ XXXXX XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, LLC
As Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KATONAH III, LTD.
By: /S/ XXXXX XXXXX XXXXX
--------------------------------
Name: Xxxxx Xxxxx Xxxxx
Title: Authorized Officer
Katonah Capital, LLC
As Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
MAPLEWOOD (CAYMAN) LTD.
By: Mass Mutual Life Insur. Co.,
As Investment Manager
By: /S/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /S/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
MUZINICH CASHFLOW CBO LTD.
By: /S/ XXXXXX XXXXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC,
as sub-investment manager
By: /S/ XXXXXXX X. XXXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
OCTAGON INVESTMENT PARTNERS III,
LTD.
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: /S/ XXXXXXX X. XXXXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC,
as collateral manager
By: /S/ XXXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Portfolio Manager
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /S/ XXXXX X. XXXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
BEDFORD CDO, LIMITED (ACCT 1276)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /S/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
CAPTIVA III FINANCE LTD. (ACCT
275), as advised by Pacific
Investment Management Company LLC
By: /S/ XXXXX XXXX
--------------------------------
Name: Xxxxx Xxxx
Title: Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
DELANO COMPANY (ACCT 274)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /S/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
JISSEKIKUN FUNDING, LTD. (ACCT
1288)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /S/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
By: /S/ XXXXX X. XXXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
PPM SPYGLASS FUNDING TRUST
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
TUSCANY CDO, LIMITED
By: PPM America, Inc., as
Collateral Manager
By: /S/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KZH RIVERSIDE LLC
By: /S/ XXXXX XXX
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXXXXXX FLOATING RATE FUND
By: /S/ XXXXXXX XXXXX
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Sr. Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
LIBERTY - XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE FUND
By: Xxxxx Xxx & Xxxxxxx
Incorporated, as Advisor
By: /S/ XXXXXXXX X. ZAM
--------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SRF 2000 LLC
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SRF TRADING, INC.
By: /S/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Asst. Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXXXX XXX & FARNHAM CLO I LTD.,
By: Xxxxx Xxx & Xxxxxxx
Incorporated, As Portfolio
Manager
By: /S/ XXXXXXXX X. ZAM
--------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By: /S/ XXXXXXXX X. ZAM
--------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
Xxxxx Xxx & Xxxxxxx
Incorporated, as Advisor
to the Xxxxx Xxx
Floating Rate Limited
Liability Company
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
KZH SOLEIL-2 LLC
By: /S/ XXXXX XXX
--------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
TORONTO DOMINION (NEW YORK), INC.
By: /S/ XXXXXX XXXXX
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory
Corp.
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory
Corp.
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
XXX XXXXXX SENIOR FLOATING RATE
FUND
By: Xxx Xxxxxx Investment Advisory
Corp.
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
GALAXY CLO 1999-1 LTD.
By: /S/ XXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
ALLSTATE LIFE INSURANCE COMPANY
By: /S/ XXXXX X. XXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
By: /S/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatories
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AIMCO CDO SERIES 2000-A
By: /S/ XXXXX X. XXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
By: /S/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatories
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
AIMCO CLO SERIES 2001-A
By: /S/ XXXXX X. XXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title:
By: /S/ XXXXX XXXXXXX
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatories
9
Signature Page to Sixth Amendment to UCAR Finance Inc. Credit Agreement.
Name of Institution:
SIMSBURY CLO, LTD.
By: Mass Mutual Life Insurance
Company, as Collateral Manager
By: /S/ XXXXXX X. XXXX
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and
Associate General Counsel
10
EXHIBIT A
TERM SHEET - ADDITIONAL SENIOR NOTES
ISSUER: UCAR Finance Inc.
PARENT COMPANY GUARANTORS: UCAR International Inc., UCAR Global Enterprises
Inc. and UCAR Carbon Company Inc.
PRINCIPAL AMOUNT: $500-$550 million (includes Initial Offering of
$400 million)
RANKING: Senior
TERM: 10 years
OPTIONAL REDEMPTION: 5 year non-call protection
CLAWBACK: Up to 35% of the Senior Notes may be redeemed at
any time within 3 years with the proceeds of an
equity offering.
CHANGE OF CONTROL PUT: Change of control put at 101%
CUSTOMARY COVENANTS: Including, but not limited to, the following:
LIMITATION ON INDEBTEDNESS
LIMITATION ON RESTRICTED PAYMENTS
LIMITATION ON MERGERS AND CONSOLIDATIONS
LIMITATION ON ASSET SALES
LIMITATION ON PAYMENTS RESTRICTIONS AFFECTING
SUBSIDIARIES
LIMITATION ON TRANSACTIONS WITH AFFILIATES
LIMITATION ON LIENS
USE OF NET PROCEEDS: As to the initial issuance of Senior Notes in
February 2002 (up to $400 million): 100% of
first $200 million (first $250 million, if
offering is more than $300 million and not more
than $400 million) and 50% of balance to be
used to repay senior secured term bank debt;
balance to be used for working capital and general
corporate purposes (to reduce revolver pending
use)
11
As to the issuance of additional Senior Notes (up
to $150 million): 50% of the net proceeds from
such issuance (excluding accrued interest paid by
the Noteholders) to be applied to reduce the
Revolving Loans until fully repaid and the
remainder of the net proceeds (excluding accrued
interest paid by the Noteholders) to repay the
Term Loans in accordance with the Credit Agreement
STRUCTURE: Same as senior secured lenders prior to issuance
of Senior Notes in February 2002 (excluding
security, except for pledge of unsecured notes
and related unsecured guarantees and junior pledge
of shares of Graftech), including the following:
Senior unsecured guarantees by virtually
all U.S. subsidiaries (including
Graftech if it becomes 100% owned)
Intercompany note structure for foreign
subsidiaries (which cannot give direct
guarantees of the Senior Notes for tax
reasons)
Foreign subsidiaries issue senior
unsecured intercompany notes to UCAR
Finance, in a principal amount equal to
up to the principal amount of Senior
Notes (with one-time exclusion for
Proposed Offering up to $150 million)
with unsecured cross-guarantees by other
foreign subsidiaries
These notes are pledged to secure
repayment of the Senior Notes
No material priority debt incurred by
foreign subsidiaries at date of initial
issuance, except secured intercompany
notes to UCAR Finance with similar
cross-guarantees (except that they are
secured), which are pledged to Senior
Lenders.
