SECOND AMENDMENT TO REVOLVING CREDIT
AND LETTER OF CREDIT ISSUANCE AGREEMENT AND WAIVER
This SECOND AMENDMENT TO REVOLVING CREDIT AND LETTER OF CREDIT ISSUANCE
AGREEMENT AND WAIVER is made as of this 30th day of April 1998 (this "Second
Amendment") and entered into by and among THE CARBIDE/GRAPHITE GROUP, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the financial institutions party thereto as lenders (collectively
referred to herein as the "Lenders"), PNC BANK, NATIONAL ASSOCIATION, in its
capacity as the issuer of letters of credit (in such capacity, the "L/C Issuer")
and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lenders and
the L/C Issuer (in such capacity, the "Agent") and further amends that certain
Revolving Credit and Letter of Credit Issuance Agreement dated as of September
25, 1997, as previously amended by that certain First Amendment to Revolving
Credit and Letter of Credit Issuance Agreement dated as of October 28, 1997 (the
"First Amendment") (the Revolving Credit and Letter of Credit Issuance
Agreement, as amended by the First Amendment, is hereinafter referred to as the
"Original Credit Agreement").
WITNESSETH
WHEREAS, as a result of certain investigations being conducted by the
United States Department of Justice and similar enforcement authorities of the
European Union as well as certain private claims and civil actions arising out
of the alleged pattern of activities which are the basis of the above referenced
proceedings (all of the foregoing collectively referred to herein as the
"Investigation"), the Borrower will, without admitting or denying either
culpability or liability, record a charge of Thirty Eight Million Dollars
($38,000,000) (the "Special Reserve") for its Fiscal Quarter ending April 30,
1998 for potential liabilities which may be incurred as a result of the
Investigation; and
WHEREAS, the Borrower has requested certain amendments to and waivers of
the terms of the Original Credit Agreement to accommodate the Investigation and
the Special Reserve; and
WHEREAS, the Agent, the Lenders and the L/C Issuer have agreed to make such
amendments and waivers upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
with the intent to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
Section 1.01 Amendments to Section 1.01 of the Original Credit Agreement.
The following defined terms and the definitions therefor are hereby added to
Section 1.01 of the Original Credit Agreement and inserted in correct
alphabetical order:
Adjusted EBITDA shall mean, for any period, the Borrower's EBITDA for such
period minus the net after tax amount of any charge against the Special Reserve
occurring during such period.
April 1998 Delivery Date shall mean the date on which the Borrower's financial
statements and Compliance Certificate for the Fiscal Quarter ending April 30,
1998 are required to be delivered to the Lenders pursuant to items (i) and (iii)
of Section 6.02.
Investigation shall mean certain investigations being conducted by the United
States Department of Justice and similar enforcement authorities of the European
Union as well as certain private claims and civil actions arising out of the
alleged pattern of activities which are the basis of the above referenced
proceedings.
Second Amendment shall mean the Second Amendment to Revolving Credit and Letter
of Credit Issuance Agreement and Waiver dated as of the Second Amendment
Effective Date.
Second Amendment Effective Date shall mean April 30, 1998.
Second Amendment Fee shall mean a fee equal to five (5) basis points of each
Lender's Revolving Credit Commitment which shall be payable by the Borrower to
each Lender who approves the Second Amendment on or before the Second Amendment
Effective Date.
Special Reserve shall mean the charge of Thirty-Eight Million Dollars
($38,000,000) (the "Special Reserve") recorded by the Borrower for its Fiscal
Quarter ending April 30, 1998 for potential liabilities which may be incurred as
a result of the Investigation.
Section 1.02 Amendment to Section 2.03 of the Original Credit Agreement.
Section 2.03 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
2.03. Commitment Fee. Accruing from Closing Date until the Second Amendment
Effective Date, the Borrower agrees to pay to the Agent for the account of each
Lender, as consideration for such Lender's Revolving Credit Commitment
hereunder, a commitment fee (the "Commitment Fee") equal to the Applicable
Commitment Fee per annum, as set forth in the Original Credit Agreement, (all
computed on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed) on the average daily amount equal to such Lender's
Revolving Credit Commitment minus such Lender's Ratable Share of Total
Utilization. Accruing from the Second Amendment Effective Date until the
Expiration Date, the Borrower agrees to pay to the Agent for the account of each
Lender, as consideration for such Lender's Revolving Credit Commitment
hereunder, a Commitment Fee equal to the Applicable Commitment Fee per annum, as
set forth in the Second Amendment, (all computed on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed) on the average daily
amount equal to such Lender's Revolving Credit Commitment minus such Lender's
Ratable Share of Total Utilization. All Commitment Fees shall be payable (i)
quarterly in arrears beginning October 31, 1997 and continuing on the last
Business Day of each Fiscal Quarter occurring during the term of the Revolving
Credit Commitment thereafter, (ii) on the Expiration Date and (iii) upon
acceleration of the Notes.
On and after the Second Amendment Effective Date, the term "Applicable
Commitment Fee" shall mean the rate per annum set forth in the chart below which
corresponds to the range of ratios in which the ratio of the Borrower's
Consolidated Total Indebtedness to Adjusted EBITDA, as at the end of the
preceding fiscal quarter, falls:
------------------------------------------------------ -------------------------
Consolidated Total Indebtedness Applicable Commitment
to Adjusted EBITDA ratio Fee
------------------------------------------------------ -------------------------
Less than or equal to 1.5 to 1.0 .15%
------------------------------------------------------ -------------------------
Greater than 1.5 to 1.0 but less than or equal to .175%
2.0 to 1.0
------------------------------------------------------ -------------------------
Greater than 2.0 to 1.0 but less than or equal to .20%
2.5 to 1.0
------------------------------------------------------ -------------------------
Greater than 2.5 to 1.0 but less than or equal to .225%
3.0 to 1.0
------------------------------------------------------ -------------------------
Greater than 3.0 to 1.0 .25%
------------------------------------------------------ -------------------------
All such adjustments shall be determined as of the date the Borrower's quarterly
financial statements and Compliance Certificate are required to be delivered to
the Lenders pursuant to items (i) and (iii) of Section 6.02. The foregoing
notwithstanding the Applicable Commitment Fee from the Closing Date to and
including the April 1998 Delivery Date shall be .175%.
Section 1.03 Amendment to Section 2.08(b)(ii) of the Original Credit
Agreement. Section 2.08(b)(ii) of the Original Credit Agreement is hereby
amended and restated in its entirety to read as follows:
(ii) Euro-Rate Option. Interest under this Interest Rate Option shall accrue,
for each Euro-Rate Portion of the Revolving Credit Loans outstanding, for any
Euro-Rate Interest Period selected, at a rate per annum equal to the sum of (A)
the Euro-Rate plus (B) the Applicable Euro-Rate Margin as determined below. The
rate of interest established pursuant to the proceeding sentence of this Section
2.08(b)(ii) for each Euro-Rate Portion shall be adjusted from time to time in
accordance with the provisions of Section 2.08(c).
For purposes of this Agreement, the term "Applicable Euro-Rate Margin" shall
mean the rate per annum set forth in the chart below which corresponds to the
range of ratios in which the ratio of the Borrower's Consolidated Total
Indebtedness to Adjusted EBITDA as at the end of the preceding fiscal quarter
falls:
---------------------------------------------- --------------------------------
Consolidated Total Indebtedness Applicable Euro-Rate Margin
to Adjusted EBITDA ratio
---------------------------------------------- --------------------------------
Less than or equal to 1.5 to 1.0 1/2%
---------------------------------------------- --------------------------------
Greater than 1.5 to 1.0 but less than 5/8%
or equal to 2.0 to 1.0
---------------------------------------------- --------------------------------
Greater than 2.0 to 1.0 but less than 3/4%
or equal to 2.5 to 1.0
---------------------------------------------- --------------------------------
Greater than 2.5 to 1.0 but less than 7/8%
or equal to 3.0 to 1.0
---------------------------------------------- --------------------------------
Greater than 3.0 to 1.0 1%
---------------------------------------------- --------------------------------
All adjustments shall be determined as of the date on which the Borrower's
quarterly financial statements and Compliance Certificate are required to be
delivered pursuant to items (i) and (iii) of Section 6.02. The foregoing
notwithstanding the Applicable Euro-Rate Margin from the Second Amendment
Effective Date to and including the April 1998 Delivery Date shall be
five-eighths of one percent (5/8%).
Prior to the Second Amendment Effective Date, the Applicable Euro Rate Margin
shall be determined under the Original Credit Agreement.
Section 1.04 Amendment to Section 2.17 (b) of the Original Credit
Agreement. Section 2.17 (b) of the Original Credit Agreement is hereby amended
and restated in its entirety to read as follows:
(b) The Borrower shall pay (i) to the L/C Issuer for its own account a fronting
fee equal to 1/8 of 1% per annum (the "L/C Fronting Fee") on the aggregate daily
(computed at the opening of business and on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed) Stated Amount of the
outstanding Letters of Credit for the period in question, and (ii) to the Agent
for the ratable account of the Lenders a fee (the "Letter of Credit Fee") equal
to the Applicable Letter of Credit Fee per annum, as determined below, on the
aggregate daily (computed at the opening of business and on the basis of a year
of 365 or 366 days, as the case may be, and actual days elapsed) Stated Amount
of the outstanding Letters of Credit for the period in question. The Letter of
Credit Fee and the L/C Fronting Fee shall be payable (i) quarterly in arrears on
the last Business Day of each Fiscal Quarter occurring during the term of this
Agreement thereafter, (ii) on the Expiration Date or (iii) upon acceleration of
the Notes. Any issuance of an amendment to extend the stated expiration date of
a Letter of Credit or an amendment to increase the Stated Amount of a Letter of
Credit shall be treated as an issuance of a new Letter of Credit for purposes of
calculation of Letter of Credit Fee and the L/C Fronting Fee due and payable
hereunder. The Borrower shall also pay to the L/C Issuer the L/C Issuer's
customary documentation fees payable with respect to the Letters of Credit as
the L/C Issuer may generally charge from time to time. After the occurrence of
an Event of Default (which continues after the expiration of any cure period
applicable thereto) and during the continuation thereof, the rate at which the
Letter of Credit Fee is calculated shall be increased by two hundred (200) basis
points (2%) above the pre-default rate; the increase to be payable monthly
during the continuation of the Event of Default.
For purposes of this Agreement on and after the Second Amendment Effective Date,
the term "Applicable Letter of Credit Fee" shall mean the rate per annum set
forth in the chart below which corresponds to the range of ratios in which the
ratio of the Borrower's Consolidated Total Indebtedness to Adjusted EBITDA as at
the end of the preceding fiscal quarter falls:
------------------------------------------------- -----------------------------
Consolidated Total Indebtedness Applicable Letter of
to Adjusted EBITDA ratio Credit Fee
------------------------------------------------- -----------------------------
Less than or equal to 1.5 to 1.0 1/2%
------------------------------------------------- -----------------------------
Greater than 1.5 to 1.0 but less 5/8%
than or equal to 2.0 to 1.0
------------------------------------------------- -----------------------------
Greater than 2.0 to 1.0 but less 3/4%
than or equal to 2.5 to 1.0
------------------------------------------------- -----------------------------
Greater than 2.5 to 1.0 but less 7/8%
than or equal to 3.0 to 1.0
------------------------------------------------- -----------------------------
Greater than 3.0 to 1.0 1%
------------------------------------------------- -----------------------------
All adjustments shall be determined as of the date the Borrower's quarterly
financial statements and Compliance Certificate are required to be delivered
pursuant to items (i) and (iii) of Section 6.02. The foregoing notwithstanding,
the Applicable Letter of Credit Fee from the Closing Date to and including the
April 1998 Delivery Date shall be 5/8%.
Section 1.05 Amendment to Section 4.07 of the Original Credit Agreement.
Section 4.07 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
4.07. Litigation. Except for the Investigation and the matters set forth on
Schedule 4.07, there are no actions, suits, proceedings or investigations
pending or, to the knowledge of the Borrower, threatened against the
Borrower, or any Subsidiary of the Borrower, at law or equity before any
Official Body which individually or in the aggregate, if adversely
determined would be likely to result in any Material Adverse Change.
Neither Borrower nor any Subsidiary of the Borrower is in violation of any
order, writ, injunction or decree of any Official Body which could be
expected to result in any Material Adverse Change.
Section 1.06 Amendment to Section 4.14 of the Original Credit Agreement.
Section 4.14 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
4.14. Compliance with Laws4.14. Compliance with Laws. Except for matters
arising from or relating to the Investigation (as to which the Borrower
does not admit that it has failed to comply with any Laws), the Borrower
and its Subsidiaries are in compliance in all material respects with all
applicable Laws (other than Environmental Laws) in all jurisdictions in
which the Borrower and its Subsidiaries are presently or will be doing
business except where the failure to do so would not, individually or in
the aggregate, constitute a Material Adverse Change.
Section 1.07 Amendment to Section 4.23 of the Original Credit Agreement.
Section 4.23 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
4.23. Burdensome Restrictions. No contract, lease, agreement or other
instrument to which Borrower or any of its Subsidiaries is a party or is
bound and, except for matters arising from or relating to the
Investigation, no provision of applicable law or governmental regulation
would reasonably be expected to have a Material Adverse Change.
Section 1.08 Amendment to Section 4.26 of the Original Credit Agreement.
Section 4.26 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
4.26. No Material Adverse Change4.26. No Material Adverse Change. Except
for matters arising from or relating to the Investigation (provided that
the Borrower's aggregate total liability determined on a consolidated basis
for such conduct is less than or equal to the amount of the Special
Reserve), no event has occurred since July 31, 1997 and is continuing which
has had or would reasonably be expected to have a Material Adverse Change.
Section 1.09 Amendment to Section 6.11 of the Original Credit Agreement.
Section 6.11 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
6.11. Compliance with Laws. The Borrower and its Subsidiaries shall comply
with all applicable Laws (other than Environmental Laws) in all respects,
provided that neither the Borrower nor any Subsidiary shall be deemed to be
in violation of this Section 6.11 for any of the following: (i) matters
arising from or relating to the Investigation; provided that the Borrower's
aggregate total liability determined on a consolidated basis for such
conduct is less than or equal to the amount of the Special Reserve, or (ii)
any other failure to comply with any Law so long as such non-compliance
does not result in fines, penalties, other similar liabilities or
injunctive relief which in the aggregate would constitute a Material
Adverse Change.
Section 1.10 Amendment to Section 7.12 of the Original Credit Agreement.
Section 7.12 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
7.12. Minimum Consolidated Tangible Net Worth. On and after April 30, 1998,
the Borrower shall not permit its Consolidated Tangible Net Worth to be
less than an amount equal to the sum of (i) 85% of the Consolidated
Tangible Net Worth as of April 30, 1998, plus (ii) 50% of the positive net
income for each Fiscal Quarter ending after April 30, 1998 of the Borrower
and its Subsidiaries determined on a consolidated basis in accordance with
GAAP consistently applied, plus (iii) all increases to equity from the
issuance by the Borrower after April 30, 1998 of additional equity
securities or other equity capital investments.
Section 1.11 Amendment to Section 7.13 of the Original Credit Agreement.
Section 7.13 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
7.13. Interest Coverage. The Borrower shall not permit its ratio, measured
on a rolling four Fiscal Quarter basis, of EBITDA to Cash Interest Expense
as of the end of each Fiscal Quarter to be less than 3.5 to 1.0; provided,
however, that for purposes of this Section 7.13, the Special Reserve may be
included in calculating the Borrower's EBITDA by treating it as an
extraordinary or unusual loss pursuant to item (a)(v) of the definition of
EBITDA contained in Section 1.01 hereof.
Section 1.12 Amendment to Section 7.14 of the Original Credit Agreement.
Section 7.14 of the Original Credit Agreement is hereby amended and restated in
its entirety to read as follows:
7.14. Leverage Ratio. The Borrower shall not permit its Consolidated Total
Indebtedness to EBITDA Ratio to exceed 3.0 to 1.0; provided, however, that
for purposes of this Section 7.14, the Special Reserve may be included in
calculating the Borrower's EBITDA by treating it as an extraordinary or
unusual loss pursuant to item (a)(v) of the definition of EBITDA contained
in Section 1.01 hereof.
ARTICLE II
WAIVER
Section 2.01 Waiver of Compliance. To the extent such waiver is required to
prevent a Default or Event of Default under the Original Credit Agreement solely
by reason of matters arising from or relating to the Investigation or the
Special Reserve, but only to such extent, the Agent, the Lenders, and the L/C
Issuer hereby waive compliance as of the Second Amendment Effective Date with
the following sections of the Original Credit Agreement:
(i) Section 4.07 for Fiscal Quarters ending on and prior to Xxxxx 00, 0000,
(xx) Section 4.14 for Fiscal Quarters ending on and prior to Xxxxx 00, 0000,
(xxx) Section 4.23 for Fiscal Quarters ending on and prior to April 30, 1998,
(iv) Section 4.26 for Fiscal Quarters ending on and prior to Xxxxx 00, 0000,
(x) Section 5.01(a) for Fiscal Quarters ending on and prior to April 30, 1998,
(vi) Section 5.01(f) for Fiscal Quarters ending on and prior to April 30, 1998,
(vii) Section 5.02(a) for Fiscal Quarters ending on and prior to Xxxxx 00, 0000,
(xxxx) Section 6.11 for Fiscal Quarters ending on and prior to Xxxxx 00, 0000,
(xx) Section 7.12 for Fiscal Quarters ending on and prior to April 30, 1998,
(x) Section 7.13 for Fiscal Quarters ending on and prior to April 30, 1998,
(xi) Section 7.14 for Fiscal Quarters ending on and prior to April 30, 1998.
Section 2.02 No Other Amendments or Waivers. The amendments and waivers set
forth in Article I and Article II hereof, respectively, do not either implicitly
or explicitly alter, waive or amend, except as expressly provided in this Second
Amendment, the provisions of the Original Credit Agreement. The amendments and
waivers set forth in Article I and Article II hereof, respectively, do not
waive, now or in the future, compliance with any other covenant, term or
condition to be performed or complied with nor do they impair any rights or
remedies of the Agent, the Lenders, and the L/C Issuer under the Original Credit
Agreement with respect to any such violation. Except as expressly set forth in
this Second Amendment, nothing in this Second Amendment shall be deemed or
construed to be a waiver or release of, or a limitation upon, the exercise by
the Agent, the Lenders, and the L/C Issuer of any of their respective rights and
remedies under the Original Credit Agreement and the other Loan Documents,
whether arising as a consequence of any Events of Default which may now exist or
otherwise, and all such rights and remedies are hereby expressly reserved.
ARTICLE III
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
Section 3.01. Incorporation by Reference. As an inducement to the Agent,
the Lenders, and the L/C Issuer to enter into this Second Amendment, the
Borrower hereby repeats herein for the benefit of the Agent, the Lenders, and
the L/C Issuer the representations and warranties made by the Borrower in
Article IV of the Original Credit Agreement, as amended hereby, except that for
purposes hereof such representations and warranties shall be deemed to extend to
and cover this Second Amendment.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01 Conditions Precedent. Each of the following shall be a
condition precedent to the effectiveness of this Second Amendment:
(i) The Agent shall have received, on or before the Second Amendment
Effective Date, the following items, each, unless otherwise indicated, dated on
or before the Second Amendment Effective Date and in form and substance
satisfactory to the Agent and its special counsel, Xxxxxx Xxxxxxxxx, P.C.:
(A) A duly executed counterpart original of this Second Amendment;
(B) A certificate from the Secretary of the Borrower certifying that the
Articles of Incorporation and Bylaws of the Borrower previously delivered
to the Agent are true, complete, and correct.
(C) Payment of the Second Amendment Fee to the Agent for the benefit of the
Lenders;
(D) Such other instruments, documents and opinions of counsel as the Agent
shall reasonably require, all of which shall be satisfactory in form and
content to the Agent and its special counsel, Xxxxxx Xxxxxxxxx, P.C.
(ii) The following statements shall be true and correct on the Second
Amendment Effective Date and the Agent shall have received a certificate signed
by an Authorized Officer of the Borrower, dated the Second Amendment Effective
Date, stating that:
(A) the representations and warranties made pursuant to Section 3.01
of this Second Amendment and in the other Loan Documents, as amended
hereby, are true and correct on and as of the Second Amendment
Effective Date as though made on and as of such date;
(B) no petition by or against the Borrower has at any time been filed
under the United States Bankruptcy Code or under any similar act;
(C) Taking into account the amendments and waivers set forth in this
Second Amendment, no Event of Default or event which with the
giving of notice, the passage of time or both would become an
Event of Default has occurred and is continuing, or would result
from the execution of or performance under this Second Amendment;
(D) Taking into account the amendments and waivers set forth in this
Second Amendment, no Material Adverse Change has occurred which
has not been disclosed to the Agent; and
(E) Taking into account the amendments and waivers set forth in this
Second Amendment, the Borrower has in all material respects
performed all agreements, covenants and conditions required to be
performed on or prior to the date hereof under the Original
Credit Agreement and the other Loan Documents.
ARTICLE V
GENERAL PROVISIONS
Section 5.01 Ratification of Terms. Except as expressly amended by this
Second Amendment, the Original Credit Agreement and each and every
representation, warranty, covenant, term and condition contained therein is
specifically ratified and confirmed. The Borrower hereby confirms that any
collateral for the Lender Obligations, including but not limited to
encumbrances, Liens, security interests, mortgages and pledges granted by the
Borrower or third parties, shall continue unimpaired and in full force and
effect. The Borrower expressly ratifies and confirms the waiver of jury trial
provision contained in the Original Credit Agreement and the other Loan
Documents.
Section 5.02 References. All notices, communications, agreements,
certificates, documents or other instruments executed and delivered after the
execution and delivery of this Second Amendment in connection with the Original
Credit Agreement, any of the other Loan Documents or the transactions
contemplated thereby may refer to the Original Credit Agreement without making
specific reference to this Second Amendment, but nevertheless all such
references shall include this Second Amendment unless the context requires
otherwise. From and after the Amendment Effective Date, all references in the
Original Credit Agreement and each of the other Loan Documents to the
"Agreement" shall be deemed to be references to the Original Credit Agreement as
amended hereby.
Section 5.03 Incorporation Into Original Credit Agreement. This Second
Amendment is deemed incorporated into the Original Credit Agreement. To the
extent that any term or provision of this Second Amendment is or may be deemed
expressly inconsistent with any term or provision of the Original Credit
Agreement, the terms and provisions hereof shall control.
Section 5.04 Counterparts. This Second Amendment may be executed in
different counterparts, each of which when executed by the Borrower and the
Agent, the Lenders, and the L/C Issuer shall be regarded as an original, and all
such counterparts shall constitute one Second Amendment.
Section 5.05 Capitalized Terms. Except for proper nouns and as otherwise
defined herein, capitalized terms used herein as defined terms shall have the
same meanings herein as are ascribed to them in the Original Credit Agreement,
as amended hereby.
Section 5.06 Taxes. The Borrower shall pay any and all stamp and other
taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Second Amendment and such
other documents and instruments as are delivered in connection herewith and
agrees to save the Agent, the Lenders, and the L/C Issuer harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.
Section 5.07 Costs and Expenses. The Borrower will pay all costs and
expenses of the Agent (including, without limitation, the reasonable fees and
the disbursements of the Agent's special counsel, Xxxxxx Xxxxxxxxx, P.C.) in
connection with the preparation, execution and delivery of this Second Amendment
and the other documents, instruments and certificates delivered in connection
herewith.
Section 5.08 GOVERNING LAW. THIS SECOND AMENDMENT 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.
Section 5.09 Headings. The headings of the sections in this Second
Amendment are for purposes of reference only and shall not be deemed to be a
part hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, with the intent to be legally bound
hereby, have caused this Second Amendment to Revolving Credit and Letter of
Credit Issuance Agreement and Waiver to be duly executed by their respective
proper and duly authorized officers as a document under seal, as of the day and
year first above written.
Attest: Borrower:
THE CARBIDE/GRAPHITE GROUP, INC.,
a Delaware corporation
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx (SEAL)
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: VP-Human Resources Title: Chief Financial Officer
Agent and L/C Issuer:
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxxxxxx (SEAL)
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
Lenders:
Revolving Credit PNC BANK, NATIONAL ASSOCIATION
Commitment: $26,000,000.00
Ratable Share: 17.33% By /s/ Xxxx X. Xxxxxxxxxx (SEAL)
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Revolving Credit NATIONAL CITY BANK OF
Commitment: $18,000,000.00 PENNSYLVANIA
Ratable Share: 12% By /s/ Xxxxxxx X. Xxxxxx (SEAL)
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Revolving Credit THE FIRST NATIONAL BANK OF CHICAGO
Commitment: $13,000,000.00
Ratable Share: 8.66% By /s/ Xxxxxxx Xxxxxx (SEAL)
Name: Xxxxxxx Xxxxxx
Title: Vice President
Revolving Credit CORESTATES BANK, N.A.
Commitment: $18,000,000.00
Ratable Share: 12% By /s/ Xxxxx Jemhart (SEAL)
Name: Xxxxx Jemhart
Title: Vice President
Revolving Credit KEYBANK, NATIONAL ASSOCIATION
Commitment: $13,000,000.00
Ratable Share: 8.66% By /s/ Xxxxxxxx X. Xxxx (SEAL)
Name: Xxxxxxxx X. Xxxx
Title: Vice President
Revolving Credit STANDARD CHARTERED BANK
Commitment: $13,000,000.00
Ratable Share: 8.66% By /s/ Xxxxxxxx XxXxxxx (SEAL)
Name: Xxxxxxxx XxXxxxx
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Revolving Credit MELLON BANK, N.A.
Commitment: $13,000,000.00
Ratable Share: 8.66% By /s/ Xxxxx X. Xxxxxxx (SEAL)
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Revolving Credit NATIONSBANK, N.A.
Commitment: $18,000,000.00
Ratable Share: 12% By /s/ Xxxxxx Durawd (SEAL)
Name: Xxxxxx Durawd
Title: Vice President
Revolving Credit THE CHASE MANHATTAN BANK
Commitment: $18,000,000.00
Ratable Share: 12% By /s/ Xxxx Xxxxxx (SEAL)
Name: Xxxx Xxxxxx
Title: Vice President
