NY3:#7193795v3
Execution Counterpart
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of December 22, 1998 between:
(1) COMMONWEALTH INDUSTRIES, INC., a corporation duly
organized and validly existing under the laws of the State of Delaware
(the "Parent");
(2) CI HOLDINGS, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware ("Holdings");
(3) COMMONWEALTH ALUMINUM CORPORATION, a corporation duly
organized and validly existing under the laws of the State of Delaware
("CAC");
(4) ALFLEX CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Delaware ("Alflex");
(5) COMMONWEALTH ALUMINUM CONCAST, INC., a corporation duly
organized and validly existing under the laws of the State of Ohio
("CACI") and, together with CAC and Alflex, each a "Borrower" and,
collectively, the "Borrowers");
(6) each of the Subsidiaries of the Parent identified under
the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors", and together with the Parent, Holdings and the Borrowers,
the "Obligors");
(7) each of the lenders identified under the caption "LENDERS"
on the signature pages hereto (individually, a "Lender" and,
collectively, the "Lenders"); and
(8) NATIONAL WESTMINSTER BANK PLC, as administrative agent for
the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Parent, Holdings, CAC, Alflex, CACI, the Subsidiary
Guarantors, the Lenders, and the Administrative Agent are parties to a Second
Amended and Restated Credit Agreement dated as of December 19, 1997 (as
heretofore amended, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Lenders to the Company in an
aggregate principal or face amount not exceeding $100,000,000.
The Obligors have requested that the Credit Agreement be amended in certain
respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Effective as of the date hereof (subject to
satisfaction of the conditions set forth in Section 4 hereof), the Credit
Agreement shall be amended as follows:
A. The definition of "Applicable Facility Fee Percentage" in
Section 1.01 of the Credit Agreement shall be amended to read in its entirety as
follows:
"Applicable Facility Fee Percentage" shall mean, at any time,
the percentage set forth in the schedule below opposite the Applicable
Pricing Level in effect at such time:
------------------------------- =============================================
Applicable Applicable Facility
Pricing Level Fee Percentage
------------------------------- =============================================
1 0.425%
------------------------------- =============================================
2 0.450%
------------------------------- =============================================
3 0.475%
------------------------------- =============================================
4 0.500%
------------------------------- =============================================
B. The definition of "Applicable Margin" in Section 1.01 of
the Credit Agreement shall be amended to read in its entirety as follows:
"Applicable Margin" shall mean, at any time, for each Type of
Loan set forth below, the percentage set forth below such Type opposite
the Applicable Pricing Level in effect at such time:
====================== --------------------------------- =====================
Applicable
Pricing Level Base Rate Loans Eurodollar Loans
====================== --------------------------------- =====================
1 0.075% 1.325%
====================== --------------------------------- =====================
2 0.175% 1.425%
====================== --------------------------------- =====================
3 0.275% 1.525%
====================== ================================= =====================
4 0.500% 1.750%
====================== ================================= =====================
The Applicable Margin for Swingline Loans at any time shall be the
Applicable Margin in effect for Revolving Credit Loans that are Base
Rate Loans at such time.
C. Section 9.10(b) shall be amended in its entirety to read as
follows:
"(b) Interest Coverage Ratio.
The Parent will not permit the Total Interest Coverage Ratio
to be less than the following respective ratios at any time during the
following respective periods:
Period Ratio
From the Restatement Effective Date
through December 30, 1998 2.00 to 1.00
From December 31, 1998
through September 29, 1999 2.25 to 1.00
From September 30, 1999
through December 30, 1999 2.50 to 1.00
From December 31, 1999
through December 30, 2000 3.00 to 1.00
From December 31, 2000
and at all times thereafter 3.50 to 1.00"
D. Extension of Scottsboro Consent. The Parent, Holdings, CAC,
Alflex, CACI, the Subsidiary Guarantors, the Lenders, and the Administrative
Agent are parties to a Consent dated as of August 26, 1998 (as heretofore
amended, the "Consent"), by which the Lenders, subject to the terms and
conditions thereof, consented to the Scottsboro Acquisition (as defined in the
Consent). The parties hereto hereby agree to extend the period for which the
Scottsboro Acquisition may occur by amending Section 2 of the Consent to replace
the date "November 30, 1998" set forth at the end of the first sentence of said
Section with "March 31, 1999". Furthermore, each Obligor represents and warrants
to the Lenders and the Administrative Agent that the representations and
warranties set forth in Section 4 of the Consent are true and complete in all
material respects on the date hereof. Except as expressly herein provided, the
Consent shall remain unchanged and in full force and effect.
E. General. Each reference in the Credit Agreement to "this
Agreement", "the Credit Agreement" or words of similar import, or in the Notes
or other Credit Documents to "the Credit Agreement" or words of similar import,
shall be deemed to refer to the Credit Agreement as amended hereby.
Section 3. Representations and Warranties. Each of the
Obligors represents and warrants to the Lenders and the Administrative Agent
that (i) no Default has occurred and is continuing on the date hereof both
before and after giving effect to this Amendment No. 1 and (ii) the
representations and warranties set forth in Section 8 of the Credit Agreement
and in the other Credit Documents are true and complete in all material respects
on the date hereof (or, if any such representation and warranty is expressly
stated to have been made as of a specific date, as of such specific date) and as
if each reference therein to the Credit Agreement referred to each of the Credit
Agreement as amended hereby and this Amendment No. 1. The Obligors agree that
the foregoing representation and warranty shall be a representation and warranty
made by an Obligor in a modification to the Credit Agreement for purposes of
Section 10(c) of the Credit Agreement.
Section 4. Conditions Precedent. The amendments and the
extension in Section 2 hereof shall become effective as of the date hereof upon
(i) receipt by the Administrative Agent of one or more counterpart of this
Amendment No. 1 executed by each of the Obligors and the Lenders constituting
the Majority Lenders (or evidence satisfactory to the Administrative Agent of
such execution) and (ii) payment by the Parent of the consent fee the Parent has
agreed to pay to each Lender who has heretofore executed and delivered this
Amendment No. 1.
Section 5. Miscellaneous. Except as expressly herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. The Parent shall
reimburse the Administrative Agent for all reasonable out-of-pocket costs and
expenses (including reasonable legal fees and disbursements) incurred by it in
connection with this Amendment No. 1. This Amendment No. 1 may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be
governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year first
above written.
THE PARENT
COMMONWEALTH INDUSTRIES, INC.
By_________________________
Title:
HOLDINGS
CI HOLDINGS, INC.
By_________________________
Title:
THE BORROWERS
COMMONWEALTH ALUMINUM
CORPORATION
By_________________________
Title:
ALFLEX CORPORATION
By_________________________
Title:
COMMONWEALTH ALUMINUM CONCAST,
INC.
By_________________________
Title:
SUBSIDIARY GUARANTOR
COMMONWEALTH ALUMINUM SALES CORPORATION
By_________________________
Title:
LENDERS
NATIONAL WESTMINSTER BANK PLC
By_________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By_________________________
Title:
ABN AMRO BANK N.V.
By_________________________
Title:
BANK OF MONTREAL
By_________________________
Title:
CREDIT AGRICOLE INDOSUEZ
By_________________________
Title:
By_________________________
Title:
MELLON BANK, N.A.
By_________________________
Title:
THE INDUSTRIAL BANK
OF JAPAN, LIMITED
By_________________________
Title:
FIFTH THIRD BANK OF KENTUCKY, INC.
By_________________________
Title:
THE ADMINISTRATIVE AGENT
NATIONAL WESTMINSTER BANK PLC,
as Administrative Agent
By_________________________
Title:
