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Exhibit 10.11(g)
March 26, 2001
The Carbide/Graphite Group, Inc.
Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxx, Xx., Chairman
RE: Amendment to November 13, 2000 Waiver Agreement
Gentlemen:
Reference is made to the letter agreement, dated as of
November 13, 2000, as amended prior to the date hereof (the "November 13, 2000
Waiver Agreement"), between PNC Bank, as agent for the lenders party to the
Credit Agreement referred to therein (the "Agent"), and the Carbide/Graphite
Group, Inc. (the "Borrower") relating to the Revolving Credit and Letter of
Credit Issuance Agreement dated as of September 25, 1997, as amended. Terms used
herein without definition which are defined in the November 13, 2000 Waiver
Agreement (including definitions incorporated therein) have the same meanings
herein.
The Borrower has requested the Lenders and the Agent to amend
the November 13, 2000 Waiver Agreement in certain respects and the Agent and the
Lenders are willing to make such amendments. Accordingly, the Agent (with the
consent of the Lenders) and the Borrower agree that the November 13, 2000 Waiver
Agreement is hereby amended in the following respects:
(i) Section 8(e) of the November 13, 2000 Waiver Agreement is
hereby amended by deleting the date "April 1, 2001" appearing in
the first sentence thereof and inserting in lieu thereof the date
"July 1, 2001", by deleting the date "May 1, 2001" appearing in
the first sentence thereof and inserting in lieu thereof the date
"July 1, 2001" and by deleting the date "June 1, 2001" and
inserting in lieu thereof the date "July 1, 2001".
(ii) Section 8(q) of the November 13, 2000 Waiver Agreement is
hereby amended by deleting the date "April 1, 2001" appearing
therein and inserting in lieu thereof the date "July 1, 2001".
The Borrower expressly ratifies and confirms the provisions of
the November 13, 2000 Waiver Agreement, except as amended hereby, and the other
Loan Documents. As amended hereby, the November 13, 2000 Waiver Agreement
remains in full force and effect among the parties thereto.
This letter agreement is deemed incorporated into the November
13, 2000 Waiver Agreement. To the extent that any term or provision of this
letter agreement is, or may be
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March 26, 2001
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deemed, expressly inconsistent with any term or provision of the November 13,
2000 Waiver Agreement existing prior to the date hereof, the terms and
provisions hereof shall control.
THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO THE PROVISIONS THEREOF REGARDING
CONFLICTS OF LAW.
The amendments herein set forth shall not become effective
until the Agent is in receipt of a counterpart of this letter agreement duly
executed by the Borrower, the Guarantors and the Lenders.
This letter amendment may be executed in several counterparts
and by each party on a separate counterpart, each of which, when so executed and
delivered, shall be an original, but all of which together shall constitute but
one and the same instrument. Delivery of an executed counterpart by telecopier
shall be as effective as delivery of a manually-executed counterpart hereof.
In Witness Whereof, the parties hereto, with the intent to be
legally bound hereby, have caused this letter agreement to be duly executed by
their respective proper and duly authorized officers as a document under seal,
as of March 26, 2001.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION,
as Agent for the Lenders
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
With the intent to be legally bound hereby,
the foregoing is hereby acknowledged, accepted
and agreed to as of the 26th day of March, 2001.
THE CARBIDE/GRAPHITE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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March 26, 2001
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CONSENT OF GUARANTORS
Each of the undersigned guarantors consents to the provisions
of the foregoing letter agreement amending the November 2000 Waiver Agreement.
WITNESS the due execution of this Consent as a document under
seal as of March 26, 2001, intending to be legally bound hereby.
GUARANTOR:
SEADRIFT COKE, L.P., a Texas limited partnership
By THE CARBIDE/GRAPHITE GROUP, INC., its authorized
general partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President - Treasurer
CARBIDE/GRAPHITE MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President - Treasurer
C/G SPECIALTY PRODUCTS MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President - Treasurer
CARBIDE/GRAPHITE BUSINESS TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President - Treasurer
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March 26, 2001
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CARBON/GRAPHITE INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Treasurer
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March 26, 2001
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CONSENT OF LENDERS
Each of the undersigned Lenders hereby consents to the terms
of the foregoing letter agreement amending the November 2000 Waiver Agreement
and authorizes the Agent to execute and deliver the foregoing letter agreement
to the Borrower.
Witness the due execution of this Consent of Lenders as a
document under seal as of March 26, 2001, intending to be legally bound hereby.
LENDERS:
PNC BANK, NATIONAL ASSOCIATION,
as a Lender, the L/C Issuer and the Agent
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NATIONAL CITY BANK OF PENNSYLVANIA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANK ONE, N. A.
By: /s/ Xxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxx X. Xxxxxxxx
Title: First Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
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March 26, 2001
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KEYBANK, NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President
STANDARD CHARTERED BANK
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
MELLON BANK, N. A.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: First Vice President
BANK OF AMERICA, N. A.
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: Principal
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
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