Exhibit 4
SECOND AMENDMENT TO
CREDIT AGREEMENT
Among
ALLEGHENY TELEDYNE INCORPORATED
as the Borrower
THE FINANCIAL INSTITUTIONS PARTY THERETO
as the Lenders
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
THE CHASE MANHATTAN BANK
MELLON BANK, N.A.
and
PNC BANK, NATIONAL ASSOCIATION
as Managing Agents
and
PNC BANK, NATIONAL ASSOCIATION
as the Documentation and Administrative Agent
Dated as of
March 24, 1998
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment")
made as of March 24, 1998 to that certain Credit Agreement dated as of August
30, 1996 as amended by the First Amendment to Credit Agreement dated as of
August 31, 1997 (the Credit Agreement together with the exhibits and schedules
thereto and all modifications, amendments, extensions, renewals, substitutions
or replacements prior to the date hereof, the "Existing Agreement") among the
FINANCIAL INSTITUTIONS listed on the signature pages hereto and each other
financial institution which from time to time becomes a party hereto in
accordance with Section 9.6a (individually a "Lender" and collectively the
"Lenders"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE CHASE
MANHATTAN BANK, MELLON BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION as Managing
Agents (individually a "Managing Agent" and collectively the "Managing Agents")
and PNC BANK, NATIONAL ASSOCIATION, a national banking association,
Documentation and Administrative Agent for the Lenders (in such capacity the
"Agent").
WITNESSETH:
WHEREAS, the Borrower and the initial Lenders, the Managing Agent
and the Agent entered into the Existing Agreement pursuant to which the Lenders
made certain financial accommodations available to the Borrower including a
Revolving Credit Commitment;
WHEREAS, the Borrower and the Lenders, the Managing Agents and the
Agent desire to amend the Existing Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual premises contained
herein and other good and valuable consideration, the Borrower and the Bank with
the intent to be legally bound hereby, agree that the Existing Agreement shall
be amended as follows:
ARTICLE I
AMENDMENTS TO EXISTING AGREEMENT
SECTION 1.01. ADDITIONAL DEFINITIONS. Section 1.1 of the Existing
Agreement is hereby amended such that the following definition shall be added
thereto in the appropriate alphabetical order:
"Effective Time of Merger" means March 24, 1998 or such other date
and time when the Merger (as defined below) becomes effective.
"Merger" means the merger pursuant to the Agreement and Plan of
Merger dated as of October 31, 1997 among OREMET, the Borrower and a wholly
owned Subsidiary of the Borrower pursuant to which (i) a wholly-owned Subsidiary
of the Borrower was merged with and into OREMET, with OREMET being the surviving
corporation of the merger and (ii) with certain limited exceptions, each share
of common stock of OREMET outstanding immediately prior to the Effective Time of
the Merger was automatically converted, at the Effective Time of the Merger into
the right to receive shares of the common stock of the Borrower.
"OREMET" means Oregon Metallurgical Corporation, an Oregon
corporation which prior to the Effective Time of the Merger was a publicly held
corporation and at the Effective Time of the Merger, as the surviving
corporation of the Merger, became a wholly-owned Subsidiary of the Borrower. Any
reference to OREMET in the Agreement, in respect of an event or occurrence prior
to the Effective Time of the Merger, shall be a reference to OREMET as a
publicly held corporation, and any reference to OREMET herein, in respect of an
event or occurrence after the Effective Time of the Merger, shall be in
reference to OREMET as a wholly-owned Subsidiary of the Borrower.
"Second Amendment" means the Second Amendment to Credit Agreement
among the Borrower, the Lenders, the Managing Agents and the Agent dated as of
March 24, 1998.
"Second Amendment Effective Date" shall mean March 24, 1998.
"Year 2000 Problem" means the risk that computer applications used
by or for the benefit of the Borrower and its Subsidiaries may be unable to
recognize and perform properly date sensitive functions involving certain dates
prior to and any date after December 31, 1999.
SECTION 1.02. NEW SECTION 3.16. The Existing Agreement shall be
amended by adding a new Section 3.16 which shall read as follows:
Section 3.16. YEAR 2000 ANALYSIS. The Borrower and its Subsidiaries are
reviewing the areas within their respective businesses and operations which
could reasonably be expected to be adversely affected by, and have developed or
are developing programs to address on a timely basis the Year 2000 Problem.
Based on such review and programs the Borrower reasonably believes that the Year
2000 Problem will not have a Material Adverse Effect on the Borrower and its
Subsidiaries taken as a whole.
SECTION 1.03. AMENDMENT TO SECTION 4.11. Section 4.11 of the
Existing Agreement is amended and restated in its entirety to read as follows:
Section 4.11. OWNERSHIP OF ALC, TI AND OREMET. At all times during the term
hereof the Borrower shall be the legal and beneficial owner of, and shall retain
all voting rights
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relating to, all of the issued and outstanding capital stock of ALC and TI. At
all times during the term hereof after the Effective Time of the Merger, the
Borrower shall be the legal and beneficial owner of, and shall retain all voting
rights relating to, all of the issued and outstanding capital stock of OREMET.
SECTION 1.04. NEW SECTION 4.12. The Existing Agreement shall be
amended by adding a new Section 4.12 which shall read as follows:
Section 4.12. YEAR 2000. The Borrower shall take all action necessary to assure
the Borrower's and its Subsidiaries' computer-based systems are able, in all
material respects, to effectively process data including dates on and after
January 1, 2000, such that there will be no Material Adverse Effect on the
Borrower and its Subsidiaries taken as a whole as a result of the Year 2000
Problem.
SECTION 1.05. NO OTHER AMENDMENTS OR WAIVERS. The amendments to the
Existing Agreement set forth in Sections 1.01 through 1.04 inclusive above do
not either implicitly or explicitly alter, waive or amend, except as expressly
provided in this Second Amendment, the provisions of the Existing Agreement. The
amendments set forth in Sections 1.01 through 1.04 hereof 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
Lenders or the Agent under the Existing Agreement with respect to any such
violation. Nothing in this Second Amendment shall be deemed or construed to be a
waiver or release of, or a limitation upon, the Lenders' or the Agents' exercise
of any of their respective rights and remedies under the Existing 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 II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
SECTION 2.01 INCORPORATION BY REFERENCE. As an inducement to the
Lenders to enter into this Second Amendment, the Borrower hereby repeats herein,
for the benefit of the Lenders, the representations and warranties made by the
Borrower in Sections 3.1 through 3.15, inclusive, of the Existing Agreement, as
amended hereby, except that for purposes hereof such representations and
warranties shall be deemed to extend to and cover this Second Amendment.
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ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01. CONDITIONS PRECEDENT. Each of the following shall
be a condition precedent to the effectiveness of this Second Amendment:
(i) The Lenders shall have received, on or before the Second
Amendment Effective Date, duly executed counterpart originals of this Second
Amendment.
(ii) The following statements shall be true and correct on the
Second Amendment Effective Date:
(A) except to the extent modified in writing by the Borrower
heretofore delivered to the Lenders, the representations and warranties made
pursuant to Section 2.01 of this Second Amendment and in the other Loan
Documents are true and correct on and as of the Second Amendment Effective Date
as though made on and as of such date in all material respects;
(B) no Event of Default or event which with the giving of
notice or 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;
(C) 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 Existing Agreement and the other Loan Documents.
ARTICLE IV
GENERAL PROVISIONS
SECTION 4.01. RATIFICATION OF TERMS. Except as expressly amended by
this Second Amendment, the Existing Agreement and each and every representation,
warranty, covenant, term and condition contained therein is specifically
ratified and confirmed in all material respects.
SECTION 4.02. 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
Agreement, any of the other Loan Documents or the transactions contemplated
thereby may refer to the Existing 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
Second Amendment Effective Date, all references in the Existing Agreement and
each of the other Loan Documents to the "Agreement" shall be deemed to be
references to the Existing Agreement as amended hereby.
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SECTION 4.03. COUNTERPARTS. This Second Amendment may be executed in
different counterparts, each of which when executed by the Borrower and a Lender
shall be regarded as an original, and all such counterparts shall constitute one
Second Amendment.
SECTION 4.04. CAPITALIZED TERMS. Except for proper nouns and as
otherwise defined herein, capitalized terms used herein as defined terms shall
have the meanings ascribed to them in the Existing Agreement, as amended hereby.
SECTION 4.05. 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 4.06. 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.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound hereby, have caused this Second Amendment to be duly executed by their
proper and duly authorized officers the day first above written.
ALLEGHENY TELEDYNE INCORPORATED
By /S/ R. S. PARK
--------------------------------
Name R. S. PARK
--------------------------------
Title VICE PRESIDENT, TREASURER
--------------------------------
PNC BANK, NATIONAL ASSOCIATION, BANK OF AMERICA NATIONAL
as Lender, Managing Agent and Agent TRUST AND SAVINGS ASSOCIATION,
as Lender and Managing Agent
By /S/ DAVID B. GOOKIN By /S/ M. A. DETRICK
---------------------------- --------------------------------
Name DAVID B. GOOKIN Name M. A. DETRICK
---------------------------- --------------------------------
Title VICE PRESIDENT Title VICE PRESIDENT
---------------------------- --------------------------------
THE CHASE MANHATTAN BANK, MELLON BANK, N.A.,
as Lender and Managing Agent as Lender and Managing Agent
By /S/ JAMES H. RAMAGE By /S/ ROGER N. STANIER
---------------------------- --------------------------------
Name JAMES H. RAMAGE Name ROGER N. STANIER
---------------------------- --------------------------------
Title VICE PRESIDENT Title VICE PRESIDENT
---------------------------- --------------------------------
THE BANK OF NEW YORK MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /S/ ROBERT J. JOYCE By /S/ CHRISTOPHER C. KUNHARDT
---------------------------- --------------------------------
Name ROBERT J. JOYCE Name CHRISTOPHER C. KUNHARDT
---------------------------- --------------------------------
Title VICE PRESIDENT Title VICE PRESIDENT
---------------------------- -------------------------------
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[CONTINUATION OF SIGNATURE PAGE]
NATIONSBANK, N.A. THE TORONTO-DOMINION BANK
By /S/ PHILIP DURAND By /S/ DAVID G. PARKER
---------------------------- --------------------------------
Name PHILIP DURAND Name DAVID G. PARKER
---------------------------- --------------------------------
Title VICE PRESIDENT Title MANAGER CREDIT ADMINISTRATION
---------------------------- --------------------------------
BANK OF TOKYO-MITSUBISHI TRUST CORESTATES BANK, N.A.
COMPANY
By /S/ M.R. MARRON By /S/ DONNA J. EMHART
---------------------------- --------------------------------
Name M. R. MARRON Name DONNA J. ENHART
---------------------------- --------------------------------
Title VICE PRESIDENT Title VICE PRESIDENT
---------------------------- --------------------------------
THE FIRST NATIONAL BANK OF NATIONAL CITY BANK OF
CHICAGO PENNSYLVANIA
By /S/ KENNETH J. KRAMER By /S/ WILLIAM S. HARRIS
---------------------------- --------------------------------
Name KENNETH J. KRAMER Name WILLIAM S. HARRIS
---------------------------- --------------------------------
Title AS AUTHORIZED AGENT Title VICE PRESIDENT
---------------------------- --------------------------------
THE FUJI BANK LIMITED, NEW YORK UNION BANK OF SWITZERLAND,
BRANCH NEW YORK BRANCH
By /S/ RAYMOND VENTURA By /S/ HAMILTON W. BULLARD
---------------------------- --------------------------------
Name RAYMOND VENTURA Name HAMILTON W. BULLARD
---------------------------- --------------------------------
Title VICE PRESIDENT AND MANAGER Title ASSISTANT TREASURER
---------------------------- --------------------------------
By /S/ PAUL R. MORRISON
--------------------------------
Name PAUL R. MORRISON
--------------------------------
Title DIRECTOR
--------------------------------