FIRST AMENDMENT TO
CREDIT AGREEMENT AND LIMITED WAIVER
This First Amendment to Credit Agreement and Limited Waiver (this
"Amendment") is dated as of March 31, 1999 and entered into by and among SPECIAL
METALS CORPORATION, a Delaware corporation (the "Borrower"), the banks and other
financial institutions signatory hereto that are party as Lenders to the Credit
Agreement referred to below (the "Lenders") and CREDIT LYONNAIS NEW YORK BRANCH,
as Agent and as Issuing Bank.
Recitals
Whereas, the Borrower, the Lenders, the Issuing Bank and the Agent have
entered into that certain Credit Agreement dated as of October 28, 1998 (the
"Credit Agreement"; capitalized terms used in this Amendment without definition
shall have the meanings given such terms in the Credit Agreement); and
Whereas, the Borrower has requested that the Lenders agree, subject to
the conditions and upon the terms set forth in this Amendment, to amend certain
provisions of the Credit Agreement and to waive an Event of Default that
occurred at December 31, 1998 under subsection 9.1(a) of the Credit Agreement
and an Event of Default that occurred after February 1, 1999 under subsection
9.2(i) of the Credit Agreement; and
Whereas, the Lenders are willing to agree to such amendments and
waiver, subject to the conditions and on the terms set forth herein;
Now Therefore, in consideration of the premises and the mutual
agreements set forth herein, the Borrower, the Lenders, the Issuing Bank and the
Agent agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the conditions and upon
the terms set forth in this Amendment and in reliance on the representations and
warranties of the Borrower set forth in this Amendment, the Credit Agreement is
hereby amended as follows:
1.1 Applicable Margin. The definition of "Applicable Margin" set forth
in subsection 1.1 of the Credit Agreement is deleted in its entirety and
replaced with the following:
"Applicable Margin": a per annum rate that:
(a) with respect to Revolving Credit Loans and the Tranche A
Term Loans, shall be the amount set forth below for the applicable Type
of Loan (with (lambda) being the Leverage Ratio), as of the last day of
the most recent fiscal quarter:
Level Leverage Ratio Base Rate Eurodollar Rate
I (lambda)<2.00 0.00% 0.75%
II 2.00<=(lambda)<2.50 0.00% 1.00%
III 2.50<=(lambda)<3.00 0.00% 1.25%
IV* (lambda)>=3.00 1.50% 2.75%
* includes V and VI, for purposes of subsection 3.4
provided that (i) for any day preceding the date on which the First
Amendment became effective, the Applicable Margin shall be as
prescribed by this Agreement as in effect on such day, (ii) on each day
on which an Event of Default has occurred and is continuing, the
Applicable Margin shall be 1.50% per annum if such Loans are Base Rate
Loans and 2.75% per annum if such Loans are Eurodollar Loans, and (iii)
if the Borrower fails to deliver the financial statements required by
subsection 8.1(a) or (b) when due (without giving effect to any grace
period or notice requirement), the Applicable Margins shall be as set
forth in clause (ii) above until such time as such delivery is made;
and
(b) with respect to the Tranche B Term Loans, shall be 2.00%
per annum if such Loans are Base Rate Loans and 3.25% per annum if such
Loans are Eurodollar Loans, except that when and so long as the
Leverage Ratio as of the last day of the most recent fiscal quarter is
less than or equal to 2.75:1, the Applicable Margin for Tranche B Term
Loans shall be 1.50% per annum if such Loans are Base Rate Loans and
2.75% per annum if such Loans are Eurodollar Loans; provided that (i)
for any day preceding the date on which the First Amendment became
effective, the Applicable Margin shall be as prescribed by this
Agreement as in effect on such day, (ii) on each day on which an Event
of Default has occurred and is continuing, the Applicable Margin shall
be 2.00% per annum if such Loans are Base Rate Loans and 3.25% per
annum if such Loans are Eurodollar Loans, and (iii) if the Borrower
fails to deliver the financial statements required by subsection 8.1(a)
or (b) (without giving effect to any grace period or notice
requirement), the Applicable Margins shall be as set forth in clause
(ii) above until such time as such delivery is made.
Any change in the Applicable Margin shall be effective on the
Business Day following delivery of the financial statements under
subsection 8.1(a) or (b), subject to the provisos above.
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1.2 Fixed Charges. The definition of "Fixed Charges" contained in
subsection 1.1 of the Credit Agreement is amended by inserting therein,
immediately after the text "Preferred Stock Dividends":
(except Deferred Preferred Stock Dividend Accruals)
1.3 Permitted Acquisitions. The definition of "Permitted Acquisition"
contained in subsection 1.1 of the Credit Agreement is deleted in its entirety
and the uses of that term elsewhere in the Credit Agreement are eliminated by:
A. Deleting, in the definition of "Excess Cash Flow" in
subsection 1.1 of the Credit Agreement, the entire text of clause (vi)
therein and replacing such text with "[deleted by First Amendment],"
B. Deleting the text ", Permitted Acquisitions" in subsection
3.6 of the Credit Agreement,
C. Deleting, in subsection 9.5 of the Credit Agreement, the
entire text of paragraph (e) therein and replacing such text with
"[deleted by First Amendment],"
D. Deleting, in subsection 9.9 of the Credit Agreement, the
entire text of paragraph (e) therein and replacing such text with
"[deleted by First Amendment]," and
E. Deleting, in subsection 9.15 of the Credit Agreement, all
of the text therein that follows the words "directly related thereto."
1.4 Qualifying Insurance and Other Proceeds. The definition of
"Qualifying Insurance and Other Proceeds" set forth in subsection 1.1 of the
Credit Agreement is amended by deleting all of the text therein that consists of
or follows clause (b) thereof and replacing it with the following:
(b) all payments, credits, purchase price adjustments and indemnities
which the Borrower or any of its Subsidiaries receives at any time
after the Closing Date by reason of any claim asserted against any of
the Sellers for any indemnity or payment due under the Purchase
Agreement or for breach thereof or for any adjustment to the purchase
consideration paid or payable thereunder or otherwise directly or
indirectly based on, arising or derived from or relating to the
Purchase Agreement or any of the transactions or matters contemplated
thereby or any loss or claim resulting therefrom (other than payments
made by any Seller to the Borrower or any of its Subsidiaries on
account of a liability incurred by the Borrower or any of its
Subsidiaries to a third party, for reimbursement of costs and expenses
paid by the Borrower or any of its Subsidiaries or for goods sold or
services rendered by the Borrower or any of its Subsidiaries), whether
such payment, credit, adjustment or indemnity is received in cash,
securities or
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property or credited or offset (or held for credit or offset) against
any obligation outstanding to any of the Sellers under the Purchase
Agreement or in respect of any other agreement, transaction or event,
minus, in the case of clauses (a) and (b), reasonable costs and
expenses (including legal and accounting fees) actually incurred by the
Borrower or its Subsidiaries in recovering such proceeds, payment,
credit, adjustment or indemnity.
1.5 Additional Definitions. Subsection 1.1 of the Credit Agreement is
amended by adding the following additional definitions in the proper
alphabetical sequence:
"Deferred Preferred Stock Dividend Accruals": all dividends on
the Preferred Stock accrued or accruing at any time prior to October
28, 1999 pursuant to the Preferred Stock Documents (as in effect on the
Closing Date) and all dividends required or permitted under the
Preferred Stock Documents (as in effect on the Closing Date) to be
declared or paid in respect of any period of time prior to October 28,
1999, in each case whether or not paid and whenever payable or paid.
"First Amendment": the First Amendment to Credit Agreement and
Limited Waiver dated as of March 31, 1999 by and among the Borrower,
the Lenders signatory thereto and Credit Lyonnais New York Branch as
Agent and Issuing Bank.
1.6 Monthly Financial Reports. Subsection 8.1 of the Credit Agreement
is amended by inserting the following new paragraph (c) immediately after
paragraph (b) thereof:
(c) as soon as available, but in any event not later than 45
days after the end of each fiscal month of the Borrower in each of the
fiscal years ending on December 31, 1999 and December 31, 2000, the
unaudited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such month and the related
unaudited consolidated statements of income and retained earnings and
of cash flows of the Borrower and its consolidated Subsidiaries for
such month, certified by a Responsible Officer as fairly presenting the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries (subject to normal year-end audit adjustments
and the absence of certain notes).
1.7 Financial Condition Covenants. Subsection 9.1 of the Credit
Agreement is deleted in its entirety and replaced with the following:
9.1 Financial Condition Covenants.
(a) EBITDA Maintenance. Permit Consolidated EBITDA of the
Borrower and its consolidated Subsidiaries for any period of four
consecutive
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fiscal quarters ending on a date specified below to be less than the
amount set forth opposite such period below:
Period Ending Consolidated EBITDA
------------- -------------------
3/31/99 49,000,000
6/30/99 40,000,000
9/30/99 40,000,000
12/31/99 48,500,000
3/31/2000 59,900,000
6/30/2000 66,900,000
9/30/2000 74,500,000
12/31/2000 82,000,000
3/31/2001 97,800,000
6/30/2001 104,800,000
9/30/2001 112,400,000
12/31/2001 120,000,000
3/31/2002 120,000,000
6/30/2002 125,000,000
9/30/2002 130,000,000
12/31/2002 135,000,000
3/31/2003 135,000,000
6/30/2003 135,000,000
9/30/2003 140,000,000
12/31/2003 145,000,000
and thereafter
(b) Leverage Ratio. Permit the Leverage Ratio as of the last
day of each fiscal quarter set forth below to exceed the ratio set
forth opposite such fiscal quarter below:
Period Ending Ratio
------------- -----
12/31/98 4.35
3/31/99 6.75
6/30/99 6.75
9/30/99 6.75
12/31/99 5.50
3/31/2000 4.40
6/30/2000 4.00
9/30/2000 3.60
12/31/2000 3.00
3/31/2001 3.00
6/30/2001 3.00
9/30/2001 3.00
12/31/2001 2.75
3/31/2002 2.75
6/30/2002 2.75
9/30/2002 2.75
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Period Ending Ratio
------------- -----
12/31/2002 2.50
3/31/2003 2.50
6/30/2003 2.50
9/30/2003 2.50
12/31/2003 2.25
and thereafter
(c) Interest Coverage Ratio. Commencing the fiscal quarter
ended December 31, 1998, permit the ratio of Consolidated EBITDA of the
Borrower and its consolidated Subsidiaries for any period of four
consecutive fiscal quarters of the Borrower and its consolidated
Subsidiaries to Consolidated Interest Expense of the Borrower and its
consolidated Subsidiaries for such period to be less than the ratio set
forth opposite such fiscal quarter below:
Period Ending Ratio
------------- -----
12/31/98 2.75
3/31/99 1.65
6/30/99 1.55
9/30/99 1.50
12/31/99 1.75
3/31/2000 2.25
6/30/2000 2.50
9/30/2000 2.75
and thereafter
(d) Fixed Charge Ratio. Commencing the fiscal quarter ended
December 31, 1998, permit the ratio of Consolidated EBITDA of the
Borrower and its consolidated Subsidiaries for any period of four
consecutive fiscal quarters ending on the last day of such quarter, to
Fixed Charges of the Borrower and its consolidated Subsidiaries for
such period to be less than the ratio set forth opposite such fiscal
quarter below:
Period Ending Ratio
------------- -----
12/31/98 1.00
3/31/99 0.85
6/30/99 0.85
9/30/99 0.85
12/31/99 1.00
and thereafter
1.8 Receivables Program Indebtedness. Subsection 9.2(i) of the Credit
Agreement is amended by deleting "February 1, 1999" and replacing it with
"September 30, 1999" and by inserting after "$35,000,000" and prior to the
period at the end thereof:
from the Closing Date until February 1, 1999, and not to exceed
$11,700,000 thereafter until September 30, 1999
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1.9 Preferred Stock Dividends. Subsection 9.7 of the Credit Agreement
is amended by deleting the text "(a) the Borrower may declare and pay cash
dividends on its Preferred Stock in accordance with the terms of the Preferred
Stock Documents as in effect on the Closing Date;" and replacing such text with:
(a) at any time after the Borrower delivers, in conformity with
subsection 8.1, its audited annual financial statements as at December
31, 1999 and for the fiscal year then ended, the Borrower may:
(i) declare and pay cash dividends (other than in
respect of Deferred Preferred Stock Dividend Accruals) on its
Preferred Stock in accordance with the terms of the Preferred
Stock Documents as in effect on the Closing Date; and
(ii) declare and pay a single cash dividend in
respect of Deferred Preferred Stock Dividend Accruals, but
only if (A) such dividend does not exceed $7,000,000, (B)
Consolidated EBITDA of the Borrower and its consolidated
Subsidiaries for the period of three consecutive fiscal
quarters ending on December 31, 1999 (as confirmed to the
Agent and Lenders by a certificate of a Responsible Officer of
the Borrower accompanied by a review letter, satisfactory to
the Required Lenders, from the accountants that audited such
financial statements) was not less than $49,500,000, and (C)
the ratio of (x) Consolidated EBITDA of the Borrower and its
consolidated Subsidiaries for the period of three consecutive
fiscal quarters ending on December 31, 1999 (as so confirmed)
to (y) the sum of (I) Fixed Charges for such period (as
likewise so confirmed) and (II) the amount of such dividend is
not less than 1.00 to 1;
1.10 Capital Expenditures. Subsection 9.8 of the Credit Agreement is
deleted in its entirety and replaced with the following:
9.8 Limitation on Capital Expenditures. Make (by way of the
acquisition of securities of a Person or otherwise) any Capital
Expenditures, except for expenditures in the ordinary course of
business not exceeding, in the aggregate for the Borrower and its
consolidated Subsidiaries, during any fiscal year ending on December 31
an amount equal to:
(a) $44,000,000 in the fiscal year 1998;
(b) $20,000,000 in the fiscal year 1999;
(c) in each fiscal year after 1999, if the EBITDA Threshold
was met for the immediately preceding fiscal year, the amount set forth
below:
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Fiscal Year Amount
----------- ------
2000 30,000,000
2001 36,800,000
2002 37,500,000
2003 39,100,000
2004 41,100,000
2005 and thereafter 38,000,000
(d) in each fiscal year after 1999, if the EBITDA Threshold
was not met for the immediately preceding fiscal year, the greater of
(i) $15,000,000 and (ii) the amount set forth in the table in paragraph
(c) above for the applicable fiscal year less the difference (if a
positive number) between (i) the EBITDA Threshhold for the immediately
preceding fiscal year and (ii) Consolidated EBITDA of the Borrower and
its consolidated Subsidiaries for the immediately preceding fiscal
year; and
(e) for the purposes of paragraphs (c) and (d) above, the
"EBITDA Threshold" for any fiscal year shall be met if Consolidated
EBITDA for the Borrower and its consolidated Subsidiaries for such
fiscal year is at least the amount set forth below:
Fiscal Year Amount
----------- ------
1999 57,000,000
2000 96,500,000
2001 130,000,000
2002 145,000,000
2003 and thereafter 150,000,000
(f) The amount of Capital Expenditures permitted in any fiscal
year after 1999 shall be increased by the difference (if a positive
number) between (i) the amount of Capital Expenditures permitted in the
immediately preceding fiscal year pursuant to this subsection 9.8,
without giving effect to this subparagraph (f), and (ii) the aggregate
Capital Expenditures made in the preceding fiscal year by the Borrower
and its consolidated Subsidiaries.
2. WAIVER. Subject to the conditions and upon this terms set forth in
this Amendment and in reliance on the representations and warranties of the
Borrower set forth in this Amendment, the Lenders hereby waive compliance with
(a) subsection 9.1(a) of the Credit Agreement, as in effect on December 31,
1998, insofar as it requires the Consolidated EBITDA of the Borrower and its
consolidated Subsidiaries for the period ending December 31, 1998 not to be less
than $85,000,000, and (b) subsection 9.2(i) of the Credit Agreement, as in
effect from February 1, 1999 and prior to the effective date of this Amendment,
insofar as it prohibited Indebtedness that would have been permitted thereunder
if this Amendment had then been effective. This waiver is limited solely to the
matters set forth in clauses (a) and (b) above, as at the dates and for the
period stated therein, and does not constitute a waiver of any other Default or
Event of Default or compliance with any other term or condition of the Loan
Documents.
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3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. In order to induce
the Lenders, Agent and Issuing Bank to enter into this Amendment, the Borrower
represents and warrants to each Lender, the Agent and the Issuing Bank that the
following statements are true, correct and complete:
3.1 Power and Authority. Each of the Loan Parties has all corporate
power and authority to enter into this Amendment and, as applicable, the Consent
of Guarantors attached hereto (the "Consent"), and to carry out the transactions
contemplated by, and to perform its obligations under or in respect of, this
Amendment and the Credit Agreement as amended hereby.
3.2 Corporate Action. The execution and delivery of this Amendment and
the Consent and the performance of the obligations of each Loan Party under or
in respect of this Amendment and the Credit Agreement as amended hereby have
been duly authorized by all necessary corporate action on the part of each of
the Loan Parties.
3.3 No Conflict or Violation or Required Consent or Approval. The
execution and delivery of this Amendment and the Consent and the performance of
the obligations of each Loan Party under or in respect of this Amendment and the
Credit Agreement as amended hereby do not and will not conflict with or violate
(a) any provision of the articles or certificate of incorporation or bylaws of
any Loan Party or the Preferred Stock Documents, (b) any Requirement of Law, (c)
any order, judgment or decree of any court or other governmental agency binding
on any Loan Party, or (d) any indenture, agreement or instrument to which the
Borrower or any of its Subsidiaries is a party or by which the Borrower or any
of its Subsidiaries, or any property of any of them, is bound, and do not and
will not require any consent or approval of any Person, except the consents and
approvals described in Annex A attached hereto, each of which has been duly
obtained.
3.4 Execution, Delivery and Enforceability. This Amendment and the
Consent and the Credit Agreement as amended hereby and each other Loan Document
have been duly executed and delivered by each Loan Party party thereto and are
the legal, valid and binding obligations of such Loan Party, enforceable in
accordance with their terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement creditors' rights generally or by general equitable
principles.
3.5 No Default or Event of Default. After giving effect to this
Amendment, no event has occurred and is continuing or will result from the
execution and delivery of this Amendment that would constitute a Default or an
Event of Default.
3.6 Financial Projections. The projected financial statements for the
Borrower and its Subsidiaries dated March 8, 1999 delivered to the Agent and the
Lenders in connection with this Amendment were prepared by the Borrower in good
faith and on the basis
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of the best information available at that time and on the assumptions stated
therein, which assumptions the Borrower believes to be reasonable.
3.7 No Material Adverse Effect. No event has occurred (other than
events reflected in the financial statements referred to in Section 3.6 ) that
has resulted, or could reasonably be expected to result, in a Material Adverse
Effect.
3.8 Representations and Warranties. Each of the representations and
warranties contained in the Loan Documents is and will be true and correct in
all material respects on and as of the date hereof and as of the effective date
of this Amendment, except to the extent that such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects as of such earlier date.
4. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment
(including the waiver set forth in Section 2 above) shall be effective only if
and when signed by, and when counterparts hereof shall have been delivered to
the Agent (by hand delivery, mail or telecopy) by, the Borrower and the Required
Lenders and only if and when each of the following conditions is satisfied:
4.1 Consent of Guarantors. Each of the Guarantors shall have executed
and delivered to the Agent the Consent.
4.2 No Default or Event of Default; Accuracy of Representations and
Warranties. After giving effect to this Amendment, no Default or Event of
Default shall exist and each of the representations and warranties made by the
Borrower or any of its Subsidiaries in or pursuant to the Loan Documents shall
be true and correct in all material respects as if made on and as of the date on
which this Amendment becomes effective (except that any such representation or
warranty that is expressly stated as being made only as of a specified earlier
date shall be true and correct as of such earlier date), and the Borrower shall
have delivered to the Agent a certificate confirming such matters.
4.3 Supporting Documents and Opinion of Counsel. The Borrower shall
have delivered to the Agent copies of resolutions of each of the Loan Parties
approving and authorizing this Amendment and the Consent, together with an
incumbency certificate for the persons executing this Amendment or the Consent
and an opinion of Bond, Xxxxxxxxx & Xxxx, LLP, counsel to the Borrower, as to
the matters set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and such other
matters as the Agent or Required Lenders may reasonably request, all in form and
substance satisfactory to the Agent.
4.4 Amendment Fee. The Borrower shall have paid to the Agent an
amendment fee equal to 0.15% applied to the aggregate outstanding Loans and
unused Commitments of each Lender that delivers to the Agent, by hand delivery
or telefax no later than 5:00 p.m. on April 7, 1999, a counterpart of this
Amendment executed by such Lender. Such fee (a) shall be received by the Agent
ratably for account of, and shall be remitted by the Agent solely to, such
Lenders and (b) shall be fully earned and nonrefundable when paid.
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4.5 Expense Reimbursements. The Borrower shall have paid all expense
reimbursements due to the Agent pursuant to Section 12.5 of the Credit
Agreement.
5. EFFECT OF AMENDMENT. From and after the date on which this Amendment
becomes effective, all references in the Loan Documents to the Credit Agreement
shall mean the Credit Agreement as amended hereby. Except as expressly amended
hereby or waived herein, the Credit Agreement and the other Loan Documents,
including the Liens granted thereunder, shall remain in full force and effect,
and are hereby ratified and confirmed.
6. APPLICABLE LAW. This Amendment shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
7. COMPLETE AGREEMENT. This Amendment sets forth exhaustively the
complete agreement of the parties in respect of any amendment to any of the
provisions of any Loan Document or any waiver thereof.
8. CATCHLINES & COUNTERPARTS. The catchlines and captions herein are
intended solely for convenience of reference and shall not be used to interpret
or construe the provisions hereof. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by telecopy), all of which taken together shall constitute but one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by a duly authorized officer as of the date first above written.
SPECIAL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: V.P. of Administration & CFO
CREDIT LYONNAIS NEW YORK BRANCH, as
Agent, as a Lender and as Issuing Bank
By: /s/ Xxxx Xxxxxxx
--------------------
Name: Xxxx Xxxxxxx
Title: VP
MANUFACTURERS & TRADERS TRUST COMPANY,
as Documentation Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
MELLON BANK, N.A., as Syndication Agent
and as a Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President
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XXX XXXX XX XXXX XXXXXX, as Co-Agent and
as a Lender
By: /s/ X. X. Xxxxxxxx
----------------------
Name: X. X. Xxxxxxxx
Title: Unit Head
KEYBANK NATIONAL ASSOCIATION, as Lender
By: /s/ Xxxxxxxx Xxxx
---------------------
Name: Xxxxxxxx Xxxx
Title: Vice President
BANK UNITED, as Lender
By: /s/ Xxxx Xxxxx
------------------
Name: Xxxx Xxxxx
Title: Director
BANQUE NATIONALE DE PARIS, as Lender
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxxxxx
---------------------------
Name: Xxxxxxxx Xxxxxxxxxx
Title: Vice President
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SOCIETE GENERALE, NEW YORK BRANCH, as
Lender
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK, as Lender
By: /s/ Xxxx X. Xxxxxx
----------------------
Name: Xxxx Xxxxxx
Title: V.P.
NATIONAL BANK OF CANADA, as Lender
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Marketing Officer
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CREDIT AGRICOLE-INDOSUEZ, As Lender
By: /s/ Xxxxx Xxxxx
-------------------
Name: Xxxxx Xxxxx
Title: FVP
By: /s/ Xxxx XxXxxxx
--------------------
Name: Xxxx XxXxxxx
Title: VP, Sr. Rel. Mgr.
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XXXXXXX XXXXXX, as Lender
By: /s/ X. X. Van Tulken
------------------------
Name: X. X. Van Tulken
Title: VP & Manager
By: /s/ Xxxx Xxxx
-----------------
Name: Xxxx Xxxx
Title: Vice President
FIRSTAR BANK, N.A., as Lender By:
/s/ Xxxxx X. Dannsmiller
------------------------
Name: Xxxxx X. Dannsmiller
Title: Vice President
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Annex A
CONSENTS AND APPROVALS
None
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CONSENT OF GUARANTORS
Each of the undersigned is a Guarantor of the Obligations of the
Borrower under the Credit Agreement and hereby (a) consents to the foregoing
Amendment, (b) acknowledges that notwithstanding the execution and delivery of
the foregoing Amendment, the obligations of each of the undersigned Guarantors
are not impaired or affected and the Guaranties continue in full force and
effect, and (c) ratifies its Guaranty.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this Consent of Guarantors as of the 31st day of March, 1999.
SPECIAL METALS DOMESTIC SALES
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
INCO ALLOYS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
A-1 WIRE TECH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
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CONTROLLED PRODUCTS GROUP INTERNATIONAL,
INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
