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Exhibit 10.11(f)
March 20, 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
Required Lenders are willing to make such amendments. Accordingly, the Agent
(with the consent of the Required Lenders) and the Borrower agree that the
November 13, 2000 Waiver Agreement is hereby amended in the following respects:
(i) Section 8(k) of the November 13, 2000 Waiver Agreement is
hereby amended in its entirety to read as follows:
(k) Minimum EBITDA. The Borrower will not
permit EBITDA of the Borrower and its consolidated
Subsidiaries determined as of any month end date
listed below for the month then ended to be less than
the amount set forth opposite such month end date
below:
MONTH END DATE MINIMUM EBITDA
May 31, 2001 $800,000
June 30, 2001 $1,700,000
July 31, 2001 $1,900,000
(ii) Each of paragraphs (iii) and (iv) of Section 8(h) of the
November 13, 2000 Waiver Agreement is hereby amended by deleting
the references to the Month End Dates "03/31" and "04/30",
together with the "Number of Days" figures opposite such Month End
Dates, appearing therein.
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The Carbide/Graphite Group, Inc.
March 20, 2001
page 2
(iii) Section 8(l) of the November 13, 2000 Waiver Agreement
is hereby amended by deleting the references to the Month End
Dates March 31, 2001 and April 30, 2001, together with the dollar
figures opposite such dates, appearing therein.
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 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 Required 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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The Carbide/Graphite Group, Inc.
March 20, 2001
page 3
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 20, 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 this 20th day of March, 2001.
THE CARBIDE/GRAPHITE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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The Carbide/Graphite Group, Inc.
March 20, 2001
page 4
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 20, 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
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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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The Carbide/Graphite Group, Inc.
March 20, 2001
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CARBON/GRAPHITE INTERNATIONAL, INC.
By: /s/Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Controller
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The Carbide/Graphite Group, Inc.
March 20, 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 20, 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
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Name: Xxxxxxxx X. Xxxxxxxx
Title: First Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
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The Carbide/Graphite Group, Inc.
March 20, 2001
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KEYBANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
STANDARD CHARTERED BANK
By:
-------------------------------
Name:
Title:
MELLON BANK, N. A.
By:
-------------------------------
Name:
Title:
BANK OF AMERICA, N. A.
By:
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Name:
Title:
THE CHASE MANHATTAN BANK
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
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