AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of August 29, 1997 to the
Credit Agreement referred to below, between:
(1) COMMONWEALTH INDUSTRIES, INC. (formerly known as
Commonwealth Aluminum Corporation), a corporation duly
organized and validly existing under the laws of the State
of Delaware (the "Parent");
(2) CI HOLDINGS INC. (formerly known as Commonwealth
Industries, Inc.), a corporation duly organized and validly
existing under the laws of the State of Delaware
("Holdings");
(3) COMMONWEALTH ALUMINUM CORPORATION (formerly known as
Commonwealth Aluminum Lewisport, Inc.), a corporation duly organized
and validly existing under the laws of the State of Delaware ("CALI");
(4) ALFLEX CORPORATION (formerly named CasTech Aluminum Group
Inc.), a corporation duly organized and validly existing under the laws
of the State of Delaware ("Alflex");
(5) BARMET ALUMINUM CORPORATION, a corporation duly organized
and validly existing under the laws of the State of Ohio ("Barmet");
(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");
(7) each of the lenders that is a signatory hereto 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, CALI, Alflex, Barmet, the Subsidiary
Guarantors, the Lenders and the Administrative Agent are parties to an Amended
and Restated Credit Agreement dated as of November 29, 1996 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"). The Obligors wish to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined
in this Amendment No. 2, 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 condition set forth in
Section 4 hereof), the Credit Agreement shall be amended as
follows:
A. The definition of "Borrowing Base" in Section 1.01 of the
Credit Agreement shall be amended by deleting at the end of the first sentence
of such definition the following words:
"; provided that not more than 50% of the Borrowing Base shall be
composed of Eligible Inventory, Eligible Product- in-Process and
Special Inventory (x) at any time prior to the Trigger Date or (y) at
any time thereafter, when less than $75,000,000 in the aggregate is
outstanding under Permitted Receivables Financings".
B. Section 9.10(a)(i) of the Credit Agreement shall be
amended by replacing the ratio of "3.25 to 1" set forth opposite
the fourth period listed therein with "3.30 to 1".
C. Section 9.10(a)(ii) of the Credit Agreement shall be
amended by replacing the ratio of "4.60 to 1" set forth opposite the fourth
period listed therein with "5.00 to 1".
D. Section 9.10(b)(i) of the Credit Agreement shall be
amended by replacing the ratio of "4.40 to 1" set forth opposite
the fourth period listed therein with "4.00 to 1".
E. Section 9.10(b)(ii) of the Credit Agreement shall be
amended by replacing the ratio of "2.50 to 1" set forth opposite the fourth
period listed therein with "2.30 to 1".
F. Section 9.10(c) of the Credit Agreement shall be amended by
replacing the amount of "$82,500,000" set forth opposite the fourth period
listed therein with "$75,000,000".
G. 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. 2 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 to this Amendment No. 2. 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 in Section 2
hereof shall become effective as of the date hereof upon receipt by the
Administrative Agent of one or more counterpart of this Amendment No. 2 executed
by each of the Obligors and the Lenders constituting the Majority Lenders (or
evidence satisfactory to the Administrative Agent of such execution).
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. 2. This Amendment No. 2
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. 2 by
signing any such counterpart. This Amendment No. 2 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. 2 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:
BARMET ALUMINUM CORPORATION
By
Title:
SUBSIDIARY GUARANTOR
COMMONWEALTH ALUMINUM SALES
CORPORATION
By
Title:
LENDERS
NATIONAL WESTMINSTER BANK PLC
By
Title:
PNC BANK, NATIONAL ASSOCIATION
By
Title:
BANK OF MONTREAL
By
Title:
MELLON BANK, N.A.
By
Title:
NBD BANK, N.A.
By
Title:
ABN AMRO BANK N.V.
By
Title:
By
Title:
THE BANK OF NOVA SCOTIA
By
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By
Title:
THE FUJI BANK, LIMITED
CHICAGO BRANCH
By
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
NEW YORK BRANCH
By
Title:
CREDITANSTALT BANKVEREIN
By
Title:
By
Title:
THE INDUSTRIAL BANK
OF JAPAN, LIMITED
By
Title:
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By
Title:
NATIONAL CITY BANK OF KENTUCKY
By
Title:
SOCIETE GENERALE
By
Title:
THE YASUDA TRUST AND
BANKING CO., LTD.
By
Title:
FIFTH THIRD BANK OF KENTUCKY, INC.
By
Title:
THE ADMINISTRATIVE AGENT
NATIONAL WESTMINSTER BANK PLC,
as Administrative Agent
By
Title: