EXHIBIT 4.1
SECOND AMENDMENT TO
CREDIT AGREEMENT
Among
ALLEGHENY TECHNOLOGIES INCORPORATED,
as the Borrower
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as the Lenders
MELLON BANK, N.A.,
JPMORGAN CHASE BANK,
and
BANK OF AMERICA, N.A.,
as Syndication Agents
and
PNC BANK, NATIONAL ASSOCIATION,
as the Documentation and Administrative Agent
and
PNC CAPITAL MARKETS, INC.,
as lead arranger
Dated as of December 20, 2002
TABLE OF CONTENTS
Page
----
ARTICLE I AMENDMENTS TO ORIGINAL CREDIT AGREEMENT.......................................................3
Section 1.01. Amended Definitions.....................................................................3
Section 1.02. Additional Definitions..................................................................6
Section 1.03. Amendment to Section 2.1Aa..............................................................6
Section 1.04. Amendment to Section 2.1Ba..............................................................6
Section 1.05. Amendment to Section 2.2a...............................................................7
Section 1.06. Amendment to Section 2.2b...............................................................7
Section 1.07. Amendment to Section 2.3a...............................................................8
Section 1.08. Amendment to Section 2.8................................................................8
Section 1.09. Amendment to Section 2.12...............................................................8
Section 1.10. Amendment to Section 5.4...............................................................10
Section 1.11. Amendment to Section 5.5...............................................................11
Section 1.12. Amendment to Lender Signature Pages....................................................11
Section 1.13. Additional Exhibit.....................................................................11
Section 1.14. No Other Amendments....................................................................11
ARTICLE II BORROWER'S SUPPLEMENTAL REPRESENTATIONS......................................................12
Section 2.01. Incorporation by Reference.............................................................12
Section 2.02. Corporate Authority....................................................................12
Section 2.03. Validity of this Second Amendment......................................................12
Section 2.04. Financial Statements...................................................................12
Section 2.05. Absence of Litigation..................................................................13
Section 2.06. Amendment Closing Fee..................................................................13
ARTICLE III CONDITIONS PRECEDENT.........................................................................13
Section 3.01. Conditions Precedent...................................................................13
ARTICLE IV GENERAL PROVISIONS...........................................................................14
Section 4.01. Ratification of Terms..................................................................14
Section 4.02. References.............................................................................15
Section 4.03. Incorporation Into Existing Credit Agreement...........................................15
Section 4.04. Counterparts...........................................................................15
Section 4.05. Capitalized Terms......................................................................15
Section 4.06. Taxes..................................................................................15
Section 4.07. Costs and Expenses.....................................................................15
Section 4.08. Severability...........................................................................16
Section 4.09. Governing Law..........................................................................16
Section 4.10. Headings...............................................................................16
Section 4.11. Acknowledgment of Amendment of the Short Term Revolving Credit Note....................16
Section 4.12. Amendment of Notes.....................................................................16
-i-
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment") dated
as of December 20, 2002, to that certain Credit Agreement dated as of December
21, 2001 (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 "Original Credit Agreement"), among
ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation, as the borrower
(the "Borrower"), the FINANCIAL INSTITUTIONS listed on the signature pages
hereto and each other financial institution which from time to time becomes a
party thereto in accordance with Section 9.6a of the Original Credit Agreement
(individually a "Lender" and collectively the "Lenders"), MELLON BANK, N.A.,
JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as Syndication Agents
(individually a "Syndication Agent" and collectively the "Syndication Agents")
and PNC BANK, NATIONAL ASSOCIATION, a national banking association,
Documentation and Administrative Agent for the Lenders (in such capacity the
"Agent"), as such Original Credit Agreement has been amended by that certain
First Amendment to Credit Agreement dated as of August 12, 2002, by and among
the Borrower, the Lenders which are parties thereto, the Syndication Agents and
the Agent (the Original Credit Agreement, as so amended by such First Amendment
to Credit Agreement, is hereinafter referred to as the "Existing Credit
Agreement")
WITNESSETH:
WHEREAS, the Borrower, the Lenders, the Syndication Agents and the Agent
have entered into the Existing Credit Agreement pursuant to which the Lenders
have made certain financial accommodations available to the Borrower, including
a long term revolving credit commitment and a short term revolving credit
commitment;
WHEREAS, the Borrower has requested an extension of the Short Term
Revolving Credit Commitment pursuant to the terms of Section 2.8 of the Existing
Credit Agreement;
WHEREAS, the Borrower, the Lenders the Syndication Agents and the Agent
have agreed pursuant to the terms hereof (i) to extend the Short Term Revolving
Credit Commitment until December 19, 2003; (ii) to reduce the aggregate Short
Term Revolving Credit Commitment hereunder to $100,000,000; and (iii) to reduce
the aggregate Long Term Revolving Credit Commitment hereunder to $150,000,000;
WHEREAS, the Borrower, the Required Lenders and the Agent have agreed
pursuant to the terms hereof to amend certain additional provisions of the
Existing Credit Agreement on the terms set forth below; and
WHEREAS, the Borrower, the Syndication Agents, the Agent and the
Required Lenders acknowledge that PNC Capital Markets, Inc. ("PNC Capital"), has
acted as the lead arranger for this amendment; provided however, PNC Capital is
not, and shall not be, a party to this Second Amendment.
NOW THEREFORE, in consideration of the mutual premises contained herein
and other good and valuable consideration, the Borrower, the Required Lenders,
the Syndication Agents
and the Agent, with the intent to be legally bound hereby, agree that the
Existing Credit Agreement shall be amended as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL CREDIT AGREEMENT
Section 1.01. Amended Definitions. Section 1.1 of the Existing Credit
Agreement is hereby amended such that the following definitions shall be amended
and restated as set forth below.
"Applicable Short Term Revolving Credit LIBOR Margin"
means for each LIBOR Portion of the Short Term Revolving Credit Loans,
the percentage (expressed in basis points) determined from time to time
based upon the Senior Ratings then in effect from Moody's and S&P set
forth under the relevant column heading below:
- --------------------------------------------------------------------------------------------------------------
Applicable Short Term Revolving
Senior Ratings Credit LIBOR Margin
- --------------------------------------------------------------------------------------------------------------
Level I
-------
Senior Ratings are equal to or better than A from S&P or A2 from Moody's 32.5 Basis Points
- --------------------------------------------------------------------------------------------------------------
Level II
--------
Senior Ratings are A- from S&P or A3 from Moody's 40 Basis Points
- --------------------------------------------------------------------------------------------------------------
Level III
---------
Senior Ratings are BBB+ from S&P or Baa1 from Moody's 45 Basis Points
- --------------------------------------------------------------------------------------------------------------
Level IV
--------
Senior Ratings are BBB from S&P or Baa2 from Moody's 75 Basis Points
- --------------------------------------------------------------------------------------------------------------
Level V
-------
Senior Ratings are BBB- from S&P or Baa3 from Moody's 95 Basis Points
- --------------------------------------------------------------------------------------------------------------
Level VI
--------
Senior Ratings are less than BBB- from S&P and Baa3 from Moody's 142.5 Basis Points
- --------------------------------------------------------------------------------------------------------------
provided, however, that (i) in the event the Senior Ratings of S&P and
Moody's do not coincide, the Applicable Short Term Revolving Credit
LIBOR Margin shall be determined utilizing the higher of such Senior
Ratings; and (ii) in the event only one Senior Rating is in effect, the
Applicable Short Term Revolving Credit LIBOR Margin set forth opposite
such Senior Rating shall apply.
-3-
"Commitment" means, as to each Lender, the sum of the
Dollar amount set forth opposite such Lender's name on its signature
page hereto (i) under the heading "Maximum Dollar Amount of Long Term
Revolving Credit Commitment" plus (ii) under the heading "Maximum Dollar
Amount of Short Term Revolving Credit Commitment" (as the same may be
reduced at any time or from time to time pursuant to Subsection 2.1Af,
Subsection 2.1Bf, Subsection 2.1Bg and Section 2.12) and, as to all
Lenders, the obligation of the Lenders to make Revolving Credit Loans
available to the Borrower in a maximum aggregate amount not to exceed
(x) $325,000,000 at any time prior to the Second Amendment Effective
Date, and (y) $250,000,000 at any time on or after the Second Amendment
Effective Date, as set forth in Section 2.1 (as the same may be reduced
at any time or from time to time pursuant to Subsection 2.1Af,
Subsection 2.1Bf, Subsection 2.1Bg and Section 2.12).
"Consolidated EBITDA" means for any period Consolidated
Net Income for such period (x) excluding therefrom (A) any extraordinary
items of gain or loss (including without limitation those items created
by mandated changes in accounting treatment), (B) any gain or loss of
any other Person accounted for on the equity method, except to the
extent of cash distributions received during the relevant period, (C)
any other non-cash non-recurring items of gain or loss not covered in
clauses (A) and (B) of this definition, (D) any cash charge in an amount
not to exceed Ten Million Dollars ($10,000,000) recorded by the Borrower
for its Fiscal Year ending December 31, 2002 for the payment of
severance costs incurred in connection with restructuring costs
recognized by the Borrower during 2002, and (E) any non-cash pension
expense and any non-cash pension income resulting from the application
of SFAS 87 and that portion of SFAS 106 expenses equal to the cash
payments from the VEBA, (y) plus the aggregate amounts deducted in
determining Consolidated Net Income for such period in respect of (i)
Consolidated Interest Expense (ii) depreciation expense, (iii) any
amortization of goodwill or other intangible assets and (iv) income
taxes.
"Consolidated Total Indebtedness" means the Indebtedness
of the Borrower and its Consolidated Subsidiaries determined on a
Consolidated basis in accordance with GAAP, consistently applied,
together with the funded amount under any Securitization Contract
entered into by a Special Purpose Subsidiary, less the sum of cash and
Cash Equivalents on the Consolidated balance sheet of the Borrower in
excess of $25,000,000 as of the date of any determination of the
Consolidated Total Indebtedness of the Borrower; provided, however, that
any Revolving Credit Loans outstanding in excess of $50,000,000 on the
date of any determination of Consolidated Total Indebtedness shall be
included in the calculation of Consolidated Total Indebtedness on such
date regardless of the amount of cash and Cash Equivalents on the
Consolidated balance sheet of the Borrower as of such date of
determination.
"Long Term Revolving Credit Loan" shall mean any
Disbursements made by the Lenders under the Long Term Revolving Credit
Commitment, which Disbursements in the aggregate shall not exceed more
than (x) $195,000,000 at any time outstanding prior to the Second
Amendment Effective Date, and (y) $150,000,000 at any time outstanding
on or after the Second Amendment Effective Date.
-4-
"Short Term Revolving Credit Facility Fee Percentage"
shall mean the rate per annum (expressed in basis points) determined
from time to time based upon the Senior Ratings in effect by S&P and
Moody's set forth under the relevant column heading below opposite such
Senior Ratings:
- ------------------------------------------------------------------------------------------------------------------
Short Term Revolving Credit
Senior Ratings Facility Fee Percentage
- ------------------------------------------------------------------------------------------------------------------
Level I
-------
Senior Ratings are equal to or better than A from S&P or A2 from Moody's 12.5 Basis Points
- ------------------------------------------------------------------------------------------------------------------
Level II
--------
Senior Ratings are A- from S&P or A3 from Moody's 15 Basis Points
- ------------------------------------------------------------------------------------------------------------------
Level III
---------
Senior Ratings are BBB+ from S&P or Baa1 from Moody's 20 Basis Points
- ------------------------------------------------------------------------------------------------------------------
Level IV
--------
Senior Ratings are BBB from S&P or Baa2 from Moody's 25 Basis Points
- ------------------------------------------------------------------------------------------------------------------
Level V
-------
Senior Ratings are BBB- from S&P or Baa3 from Moody's 30 Basis Points
- ------------------------------------------------------------------------------------------------------------------
Level VI
--------
Senior Ratings are less than BBB- from S&P and Baa3 from Moody's 32.5 Basis Points
- ------------------------------------------------------------------------------------------------------------------
provided that, in the event that the Senior Ratings of S&P and Moody's
do not coincide, the Short Term Revolving Credit Facility Fee Percentage
set forth above opposite the higher of such Senior Ratings will apply;
and provided further, in the event that one Senior Rating is in effect,
the Short Term Revolving Credit Facility Fee Percentage set forth above
for such Senior Rating will apply.
"Short Term Revolving Credit Loans" shall mean any
Disbursements made by the Lenders under the Short Term Revolving Credit
Commitment which Disbursements in the aggregate shall not exceed more
than (x) $130,000,000 at any time outstanding prior to the Second
Amendment Effective Date, and (y) $100,000,000 at any time outstanding
on or after the Second Amendment Effective Date.
Section 1.02. Additional Definitions. Section 1.1 of the Existing Credit
Agreement is hereby amended such that the following definition shall be added
thereto in the appropriate alphabetical order:
-5-
"Second Amendment" means the Second Amendment to Credit
Agreement among the Borrower, the Required Lenders, the Syndication
Agents and the Agent dated as of December 20, 2002.
"Second Amendment Effective Date" means December 20,
2002.
"VEBA" means for purposes of this Agreement the
Allegheny Ludlum Corporation Bargaining Unit, Voluntary Employee's
Benefit Trust.
Section 1.03. Amendment to Section 2.1Aa. Section 2.1Aa of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.1Aa LONG TERM REVOLVING CREDIT LOANS. The Lenders hereby severally
establish, upon the terms and conditions hereinafter set forth and
relying upon the representations and warranties herein set forth, a long
term revolving credit commitment in favor of the Borrower in the maximum
aggregate amount of (x) ONE HUNDRED NINETY-FIVE MILLION AND NO/100
DOLLARS ($195,000,000.00) at any time prior to the Second Amendment
Effective Date, and (y) ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS
($150,000,000.00) at any time on or after the Second Amendment Effective
Date (such commitment to lend as then in effect is herein referred to as
the "Long Term Revolving Credit Commitment"). The Borrower shall have
the right to borrow, repay and reborrow from the Lenders from the date
hereof until the Long Term Revolving Credit Termination Date pursuant to
draws upon the Long Term Revolving Credit Commitment the principal
amount of which, together with Letters of Credit Outstanding and the
principal amount of Bid Rate Loans and Swingline Loans (other than Bid
Rate Loans or Swingline Loans allocated to the Short Term Revolving
Credit Commitment) then outstanding, shall not exceed (i) $195,000,000
in the aggregate at any one time outstanding prior to the Second
Amendment Effective Date, and (ii) $150,000,000 in the aggregate at any
one time outstanding on or after the Second Amendment Effective Date.
Section 1.04. Amendment to Section 2.1Ba. Section 2.1Ba of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.1Ba SHORT TERM REVOLVING CREDIT LOANS. The Lenders hereby severally
establish, upon the terms and conditions hereinafter set forth and
relying upon the representations and warranties herein set forth, a
short term revolving credit commitment in favor of the Borrower in the
maximum aggregate amount of (x) ONE HUNDRED THIRTY MILLION AND NO/100
DOLLARS ($130,000,000.00) at any time prior to the Second Amendment
Effective Date, and (y) ONE HUNDRED MILLION AND NO/100 DOLLARS
($100,000,000.00) at any time on or after the Second Amendment Effective
Date (such commitment to lend as then in effect is herein referred to as
the "Short Term Revolving Credit Commitment"). The Borrower shall have
the right to borrow, repay and reborrow from the Lenders from the date
hereof until the Short Term Revolving Credit Termination Date pursuant
to draws upon the Short Term Revolving Credit Commitment the principal
amount of which, together with the principal amount of Bid Rate Loans
and Swingline Loans (other than Bid Rate Loans or Swingline Loans
allocated to the Long Term Revolving Credit Commitment) then
outstanding, shall not
-6-
exceed (i) $130,000,000 in the aggregate at any one time outstanding
prior to the Second Amendment Effective Date, and (ii) $100,000,000 in
the aggregate at any one time outstanding on or after the Second
Amendment Effective Date.
Section 1.05. Amendment to Section 2.2a. Section 2.2a of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.2a BID RATE. Subject to the provisions of this Section 2.2, each
Lender severally agrees that the Borrower may request Bid Rate Loans, in
an aggregate amount at any one time outstanding not to exceed (i)
$325,000,000 at any time prior to the Second Amendment Effective Date,
and (ii) $250,000,000 at any time on or after the Second Amendment
Effective Date (or the sum of $150,000,000 plus any remaining Short Term
Revolving Credit Commitment on and after any Short Term Revolving Credit
Termination Date) less the Letters of Credit Outstanding and the
aggregate principal amount of all Revolving Credit Loans and Swingline
Loans then outstanding, which shall bear interest at the Bid Rate
Option. In selecting a Bid Rate Option from any Lender, such Lender may
make an advance in excess of such Lender's Commitment.
Section 1.06. Amendment to Section 2.2b. Section 2.2b of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.2b LIMITATIONS ON AND EVIDENCE OF BID RATE LOANS. Except as
provided under Section 2.2c(vi) hereof, each Bid Rate Loan or repayment
of a Bid Rate Loan must be in the minimum principal amount of $5,000,000
or, if in excess of $5,000,000, in integral multiples of $1,000,000. The
obligation of the Borrower to repay, on the Long Term Revolving Credit
Termination Date (if the Borrower has requested a Disbursement under the
Long Term Revolving Credit Commitment), the aggregate unpaid principal
amount of such Bid Rate Loans advanced by each Lender shall be evidenced
by the Bid Rate Notes substantially in the form of Exhibit "B-1" hereto,
one made payable to each Lender in the amount of (i) $195,000,000 at any
time prior to the Second Amendment Effective Date, and (ii) $150,000,000
at any time on or after the Second Amendment Effective Date. The
obligation of the Borrower to repay, on the Short Term Revolving Credit
Termination Date (if the Borrower has requested the Disbursement under
the Short Term Revolving Credit Commitment), the aggregate unpaid
principal amount of such Bid Rate Loans advanced by each Lender shall be
evidenced by the Bid Rate Notes substantially in the form of Exhibit
"B-2" hereto, one made payable to each Lender in the amount of (i)
$130,000,000 at any time prior to the Second Amendment Effective Date,
and (ii) $100,000,000 at any time on or after the Second Amendment
Effective Date. The Borrower shall have, with the prior written consent
of the Lender making such Bid Rate Loan, the right to prepay any Bid
Rate Loan prior to the end of the relevant Bid Rate Interest Period. The
Borrower shall repay each individual Bid Rate Loan, together with
interest thereon on the last day of the Bid Rate Interest Period
applicable to it. The principal amount actually due and owing each
Lender shall be the aggregate unpaid principal amount of all
Disbursements of Bid Rate Loans made by such Lender, all as shown on the
Loan Account established pursuant to Section 2.13 hereof.
-7-
Section 1.07. Amendment to Section 2.3a. Section 2.3a of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.3a SWINGLINE RATE. Subject to the provisions of this Section 2.3,
each Swingline Lender severally agrees that the Borrower may request
that Swingline Loans, in an aggregate amount at any one time outstanding
not to exceed the lesser of (i) $25,000,000 or (ii) an amount which,
when added to the Letters of Credit Outstanding and the aggregate
principal amount of all other Loans then outstanding, does not exceed
(i) $325,000,000 at any time prior to the Second Amendment Effective
Date, and (ii) $250,000,000 at any time on or after the Second Amendment
Effective Date (so long as both the Long Term Revolving Credit
Commitments and all of the initial Short Term Revolving Credit
Commitments are outstanding; the sum of $150,000,000 plus the sum of any
remaining Short Term Revolving Credit Commitments if a Short Term
Revolving Credit Termination Date has occurred with respect to one or
more Lenders plus the outstanding balance of the Term Loans, if any; and
the sum of $150,000,000 plus the outstanding Term Loans, if any, in the
event that only the Long Term Revolving Credit Commitment is
outstanding), which shall bear interest at the Swingline Option.
Section 1.08. Amendment to Section 2.8. Section 2.8 of the Existing
Credit Agreement is hereby amended to add a new Subsection 2.8c which shall read
as follows:
2.8c AGREED TO EXTENSION OF SHORT TERM REVOLVING CREDIT COMMITMENTS.
Pursuant to Section 2.8a, as of the Second Amendment Effective Date, the
date of the Short Term Revolving Credit Termination Date is extended to
December 19, 2003. As of the Second Amendment Effective Date the
aggregate Short Term Revolving Credit Commitment is $100,000,000. Each
of the Lenders with a Short Term Revolving Credit Commitment as of the
date preceding the Second Amendment Effective Date agrees to the
extension of the Short Term Revolving Credit Termination Date to
December 19, 2003.
Section 1.09. Amendment to Section 2.12. Section 2.12 of the Existing
Credit Agreement is hereby amended and restated to read as follows:
2.12 REDUCTIONS IN AVAILABILITY.
2.12a VOLUNTARY REDUCTION OF AVAILABILITY. At any time and from time
to time upon no less than three (3) Business Days prior written notice
to the Agent, the Borrower may terminate, in whole or in part, without
penalty, the then unused portion of the Commitments, thereby causing a
corresponding abatement of the applicable Facility Fee. Each such
reduction shall be in a minimum principal amount of $10,000,000 or in
integral multiples thereof. The applicable Facility Fee shall cease to
accrue with respect to any unused portion of the commitments so
terminated on either (i) the date five (5) Business Days after receipt
of such notice or (ii) the date so designated in the written notice if
such written notice is given to the Agent more than five (5) Business
Days prior to the effective date of such termination. Notice of
termination once given shall be irrevocable and the portion of the
Commitments so terminated shall not be available for borrowing once such
notice has been given under the terms hereof. The Agent shall
-8-
promptly notify each Lender of its pro rata share of such terminated
unused portion and the date of each such termination. On the effective
date for the reduction of the Long Term Revolving Credit Commitment, the
sum of (i) Letters of Credit Outstanding, plus (ii) Long Term Revolving
Credit Loans outstanding hereunder, plus (iii) Bid Rate Loans and
Swingline Loans outstanding hereunder and allocated to the Long Term
Revolving Credit Commitment may not exceed the Long Term Revolving
Credit Commitment as so reduced. On the effective date for the reduction
of the Short Term Revolving Credit Commitment, the sum of (i) the Short
Term Revolving Credit Loans outstanding hereunder, plus (ii) Bid Rate
Loans and Swingline Loans outstanding hereunder and allocated to the
Short Term Revolving Credit Commitment may not exceed the Short Term
Revolving Credit Commitment as so reduced.
2.12b MANDATORY REDUCTION OF AVAILABILITY. The Commitments shall be
automatically and permanently reduced contemporaneously with the closing
of any Securitization permitted by Section 5.5 hereof in the amount
required by the terms of Section 5.5 for such permitted Securitization.
Any such mandatory permanent reduction of the Commitments shall be
applied first to the Short Term Revolving Credit Commitments and then to
the Long Term Revolving Credit Commitments. To the extent that, at the
time of any such mandatory permanent reduction of the Short Term
Revolving Credit Commitments, the aggregate amount of (a) the Short Term
Revolving Credit Loans outstanding and (b) the Bid Rate Loans and
Swingline Loans outstanding hereunder and allocated to the Short Term
Revolving Credit Commitments exceeds the Short Term Revolving Credit
Commitments, as so reduced, the Borrower, on or before the date on which
the mandatory reduction of the Short Term Revolving Credit Commitments
becomes effective, shall make a mandatory repayment of Loans outstanding
sufficient to reduce (ii) the sum of (x) the Short Term Revolving Credit
Loans outstanding hereunder, plus (y) Bid Rate Loans and Swingline Loans
outstanding hereunder and allocated to the Short Term Revolving Credit
Commitments to an amount equal to or lesser than the Short Term
Revolving Credit Commitments, as so reduced. To the extent that, at the
time of any such mandatory permanent reduction of the Long Term
Revolving Credit Commitments, the aggregate amount of (a) the Letters of
Credit Outstanding, (b) the Long Term Revolving Credit Loans outstanding
and (c) Bid Rate Loans and Swingline Loans outstanding hereunder and
allocated to the Long Term Revolving Credit Commitments exceeds the Long
Term Revolving Credit Commitments, as so reduced, the Borrower, on or
before the date on which the mandatory reduction of the Long Term
Revolving Credit Commitments becomes effective, shall make a mandatory
repayment of Loans outstanding sufficient to reduce (i) the sum of (x)
Letters of Credit Outstanding, plus (y) Long Term Revolving Credit Loans
outstanding hereunder, plus (z) Bid Rate Loans and Swingline Loans
outstanding hereunder and allocated to the Long Term Revolving Credit
Commitments to an amount equal to or lesser than the Long Term Revolving
Credit Commitments, as so reduced. The Agent shall notify each Lender of
the reduction of the Commitments and the application of such reduction
to the Short Term Revolving Credit Commitments and/or the Long Term
Revolving Credit Commitments, as applicable. From and after the
effective date of any such reduction of the Short Term Revolving Credit
Commitments, the applicable Short Term Revolving Credit Facility Fee set
forth in Subsection 2.6b hereof shall be calculated on the basis of each
Lender's Short Term Revolving Credit Commitment Percentage of
-9-
the Short Term Revolving Credit Commitments, as so reduced. From and
after the effective date of any such reduction of the Long Term
Revolving Credit Commitments, the applicable Long Term Revolving Credit
Facility Fee set forth in Subsection 2.6a hereof shall be calculated on
the basis of each Lender's Long Term Revolving Credit Commitment
Percentage of the Long Term Revolving Credit Commitments, as so reduced.
Section 1.10. Amendment to Section 5.4. Section 5.4 of the Existing
Credit Agreement is hereby amended and restated to read as follows:
5.4 INTEREST COVERAGE RATIO. (i) At no time prior to or on September
30, 2002, shall the ratio of the Borrower's Consolidated EBITDA for the
four (4) most recently completed Fiscal Quarters as of any Fiscal
Quarter ended during such period, taken as a single accounting period,
to its Consolidated Interest Expense for the same four (4) Fiscal
Quarter period, taken as a single accounting period, be less than 2.25
to 1.0; (ii) at no time during the period after September 30, 2002
through December 31, 2003, shall the ratio of the Borrower's
Consolidated EBITDA for the four (4) most recently completed Fiscal
Quarters as of any Fiscal Quarter ended during such period, taken as a
single accounting period, to its Consolidated Interest Expense for the
same four (4) Fiscal Quarter period, taken as a single accounting
period, be less than 2.00 to 1.0; (iii) at no time during the period
after December 31, 2003, through June 30, 2004, shall the ratio of the
Borrower's Consolidated EBITDA for the four (4) most recently completed
Fiscal Quarters as of any Fiscal Quarter ended during such period, taken
as a single accounting period, to its Consolidated Interest Expense for
the same four (4) Fiscal Quarter period, taken as a single accounting
period, be less than 2.50 to 1.0; (iv) at no time during the period
after June 30, 2004 through December 31, 2004 shall the ratio of the
Borrower's Consolidated EBITDA for the four (4) most recently completed
Fiscal Quarters as of any Fiscal Quarter ended during such period, taken
as a single accounting period, to its Consolidated Interest Expense for
the same four (4) Fiscal Quarter period, taken as a single accounting
period, be less than 3.0 to 1.0; and (v) at no time after December 31,
2004 shall the ratio of the Borrower's Consolidated EBITDA for the four
(4) most recently completed Fiscal Quarters as of any Fiscal Quarter
ended during such period, taken as a single accounting period, to its
Consolidated Interest Expense for the same four (4) Fiscal Quarter
period, taken as a single accounting period, be less than 3.50 to 1.0.
Section 1.11. Amendment to Section 5.5. Section 5.5 of the Existing
Credit Agreement is hereby amended and restated to read as follows:
5.5 SALES OF ASSETS. The Borrower shall not nor shall it permit any
Consolidated Subsidiary to enter into any arrangement, direct or
indirect, pursuant to which the Borrower or any Consolidated Subsidiary
shall sell or otherwise transfer or dispose of any property, real,
personal or mixed, whether now owned or hereafter acquired, except (i)
sales, transfers or dispositions in the ordinary course of business,
(ii) the sale, transfer or other disposition of the stock or assets set
forth on Schedule 5.5, (iii) sales, transfers or dispositions not in the
ordinary course of business provided that the aggregate proceeds of all
such sales, transfers and dispositions permitted by this item (iii)
-10-
shall not exceed (A) from the date hereof until November 30, 2006,
thirty percent (30%) of the Borrower's Consolidated Total Assets as of
September 30, 2001, and (B) beginning with the first day of the
Borrower's Fiscal Year 2002-2003 and thereafter, more than ten (10%) of
the Borrower's Consolidated Total Assets as of the beginning of the
Fiscal Year in question, and (iv) any absolute sale or assignment of
Receivables in connection with a Securitization with a Special Purpose
Subsidiary pursuant to a Securitization Contract, provided that (A) such
transaction, except for the customary exceptions, is nonrecourse to the
Borrower or any of its Subsidiaries (including the Special Purpose
Subsidiary), (B) such Securitization is classified as "off balance
sheet" for financial reporting purposes in accordance with GAAP with
respect to the Borrower on a Consolidated basis, (C) the only assets of
the Special Purpose Subsidiary are Receivables acquired from the
Borrower or its other Subsidiaries pursuant to a Securitization
Contract, and (D) the aggregate Commitments shall be permanently reduced
contemporaneously with the closing of such a Securitization transaction
by an amount equal to fifty percent (50%) of the maximum available
funding amount under the applicable Securitization Contract entered into
by a Special Purpose Subsidiary. Any such permanent reduction of the
Commitments shall be applied first to the Short Term Revolving Credit
Commitments and then to the Long Term Revolving Credit Commitments.
Section 1.12. Amendment to Lender Signature Pages. The Existing Credit
Agreement is hereby amended by deleting the information relating to each
Lender's respective participation in the various commitments under the Existing
Credit Agreement and their respective addresses for notice and LIBOR Rate Loan
Funding purposes and substituting in replacement thereof all of the
corresponding information set for on each Lender's signature page to this Second
Amendment.
Section 1.13. Additional Exhibit. The Existing Credit Agreement is
amended to include the Exhibits L-1, L-2, L-3 and L-4 attached to this Second
Amendment.
Section 1.14. No Other Amendments. The amendments to the Existing Credit
Agreement set forth in Sections 1.01 through 1.13 inclusive above do not either
implicitly or explicitly alter or amend, except as expressly provided in this
Second Amendment, the provisions of the Existing Credit Agreement. The
amendments set forth in Sections 1.01 through 1.13 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 Credit Agreement with respect to any
such violation. Nothing in this Second Amendment shall be deemed or construed to
be a release of, or a limitation upon, the Lenders', Syndication Agents' or the
Agent's exercise of any of their respective rights and remedies under the
Existing 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 II
BORROWER'S SUPPLEMENTAL REPRESENTATIONS
Section 2.01. Incorporation by Reference. As an inducement to the
Lenders, the Syndication Agents and the Agent to enter into this Second
Amendment, (i) the Borrower hereby
-11-
repeats and remakes herein, for the benefit of the Lenders, the representations
and warranties made by the Borrower in Sections 3.1 through 3.16, inclusive, of
the Existing 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 and are remade as of the Second Amendment Effective
Date, and (ii) the Borrower hereby represents and warrants that on and as the
Second Amendment Effective Date that no Potential Default or Event of Default
has occurred and is continuing.
Section 2.02. Corporate Authority. As an inducement to the Lenders, the
Syndication Agents and the Agent to enter into this Second Amendment, the
Borrower hereby represents and warrants that the Borrower is duly authorized to
execute and deliver this Second Amendment; all necessary corporate action to
authorize the execution and delivery of this Second Amendment has been properly
taken; and it is and will continue to be duly authorized to borrow under the
Existing Credit Agreement, as amended hereby, and to perform all of the other
terms and provisions of this Second Amendment and the Existing Credit Agreement,
as amended hereby.
Section 2.03. Validity of this Second Amendment. As an inducement to the
Lenders, the Syndication Agents and the Agent to enter into this Second
Amendment, the Borrower hereby represents and warrants that the execution and
delivery of this Second Amendment does not, and the borrowings contemplated by
the Existing Credit Agreement, as amended hereby, and the performance by the
Borrower of its obligations under this Second Amendment and the Existing Credit
Agreement, as amended hereby, will not contravene any provision of law, of the
Borrower's Certificate of Incorporation or Bylaws, or the provisions of any
agreement to which the Borrower is a party or by which the Borrower is bound;
this Second Amendment constitutes the legal, valid and binding obligation of the
Borrower enforceable in accordance with its terms.
Section 2.04. Financial Statements. The Borrower has furnished to the
Lenders, the Syndication Agents and the Agent the consolidated balance sheets
and the related consolidated statements of income, shareholders' equity and
changes in financial position of the Borrower as at Borrower's Fiscal Year
ending December 31, 2001 and for its Fiscal Quarter ending September 30, 2002.
All such financial statements, including the related notes, have been prepared
in accordance with GAAP, except as expressly noted therein, and fairly present
the consolidated financial position of the Borrower as at the dates thereof and
the results and consolidated results of the operations and the changes in the
financial position of the Borrower and its Consolidated Subsidiaries. Other than
the Bank Indebtedness there were no material liabilities of the Borrower and its
Consolidated Subsidiaries, taken as a whole, contingent or otherwise, not
reflected in such financial statements.
Section 2.05. Absence of Litigation. Except as set forth in the Forms
10-K, 10-Q, or 8-K most recently filed by the Borrower as of the Second
Amendment Effective Date, respectively, there are no actions, suits,
investigations, litigation or governmental proceedings pending or, to the
Borrower's knowledge, threatened against the Borrower or any Consolidated
Subsidiary or any of their respective properties, which would have a Material
Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a
whole, or which purport to affect the legality, validity or enforceability of
this Second Amendment, the Agreement or the Notes.
-12-
Section 2.06. Amendment Closing Fee. As an inducement to the Lenders,
the Syndication Agents and the Agent to enter into this Second Amendment, the
Borrower hereby represents, warrants and agrees to pay to the Agent, on behalf
of each Lender that executes and delivers to the Agent this Second Amendment to
the Agreement on or before noon on December 18, 2002, an amendment closing fee
equal to the sum of (i) the product of fifteen (15) basis points (.15%) times
the maximum Long Term Revolving Credit Commitment (as reduced pursuant to the
terms of this Second Amendment) of each such Lender under the Agreement, plus
(ii) the product of thirty (30) basis points (.30%) times the maximum Short Term
Revolving Credit Commitment (as reduced pursuant to the terms of this Second
Amendment) of each such Lender under the Agreement (such sum herein referred to
as, the "Amendment Closing Fee").
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01. Conditions Precedent. Each of the following events or
conditions shall be a condition precedent to the effectiveness of this Second
Amendment.
(i) The Agent shall have received duly executed counterpart
originals of this Second Amendment executed by the Borrower and the Required
Lenders; and with respect to the extension of the Short Term Revolving Credit
Termination Date, such extension has been agreed to by Lenders that constitute
the Supermajority Lenders;
(ii) The Borrower shall have delivered to the Agent the amendments to
promissory notes attached hereto as Exhibits L-1, L-2, L-3 and L-4 duly
completed for each of the Lenders;
(iii) The Borrower shall deliver to the Agent a certificate of the
Secretary or assistant secretary of the Borrower certifying:
(A) the corporate authority of the Borrower to execute,
deliver and perform under this Second Amendment;
(B) the names of the persons authorized on behalf of the
Borrower to sign this Second Amendment, together with the true
signatures of such persons; and
(C) that the articles of incorporation and bylaws of the
Borrower delivered to the Agent on the Closing Date remain in full force
and effect and have not been modified.
(iv) The following statements shall be true and correct on the Second
Amendment Effective Date and on the date of the execution and delivery of this
Second Amendment by the Borrower:
(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 and as of the date of the execution and
-13-
delivery of this Second Amendment by the Borrower 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 Credit Agreement and the
other Loan Documents.
(v) Payment to the Agent of the Amendment Closing Fee for the
benefit of the applicable Lenders in connection with this Second Amendment.
(vi) Receipt by the Agent of such other instruments, amendments,
promissory notes, 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 counsel.
ARTICLE IV
GENERAL PROVISIONS
Section 4.01. Ratification of Terms. Except as expressly amended or
waived by this Second Amendment, the Existing Credit Agreement and each and
every representation, warranty, covenant, term and condition contained therein
is specifically ratified and confirmed in all material respects. The Borrower
expressly ratifies and confirms the waiver of jury trial provisions contained in
the Existing Credit Agreement and the other Loan Documents.
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 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. After the
execution and delivery of this Second Amendment by the Borrower and the
effectiveness of this Second Amendment, all references in the Existing Credit
Agreement and each of the other Loan Documents to the "Agreement" shall be
deemed to be references to the Existing Credit Agreement as amended hereby.
Section 4.03. Incorporation Into Existing Credit Agreement. This Second
Amendment is deemed incorporated into, is to be construed in connection with and
is made a part of, the Existing Credit Agreement as of the Second Amendment
Effective Date. 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 Existing Credit Agreement, the terms and provisions hereof shall control.
For greater certainty, any calculations of the financial covenants under the
Existing Credit Agreement for periods ending prior to the Second Amendment
Effective Date need only comply with the terms of the Existing Credit Agreement
as of the date in question.
-14-
Section 4.04. Counterparts. This Second Amendment may be executed in
different counterparts, and by the different parties hereto on separate
counterparts, each of which when so executed shall be regarded as an original,
and all such counterparts shall constitute one Second Amendment. Delivery of an
executed signature page of a counterpart of this Second Amendment by telecopier
shall be as effective as delivery of a manually executed counterpart of this
Second Amendment.
Section 4.05. 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 Credit Agreement, as amended
hereby.
Section 4.06. Taxes. The Borrower hereby agrees (i) to 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
(ii) to save the Syndication Agents, the Agent and the Lenders 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 4.07. Costs and Expenses. The Borrower hereby agrees to pay all
costs and expenses of the Agent (including, without limitation, the reasonable
fees and the disbursements of the Agent's special counsel, Tucker Arensberg,
P.C.) in connection with the preparation, execution and delivery of this Second
Amendment and the related documents.
Section 4.08. Severability. Any provision of this Second Amendment which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or enforceability
without invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
Section 4.09. 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 4.10. 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.
Section 4.11. Acknowledgment of Amendment of the Short Term Revolving
Credit Note. Each of the Borrower, the Lenders and the Agent acknowledge, agree
and confirm that as of the Second Amendment Effective Date each Short Term
Revolving Credit Note executed and delivered by the Borrower to the extending
Lenders in connection with the Existing Credit Agreement shall, and hereby is,
amended to extend the stated maturity date of such Short Term Revolving Credit
Note to December 19, 2003; and a counterpart original of this Second Amendment,
or copy thereof, may be attached to the Short Term Revolving Credit Note of an
extending Lender as further evidence thereof.
Section 4.12. Amendment of Notes. Upon receipt of the duly completed and
executed amendments to promissory notes attached hereto as Exhibits L-1, L-2,
L-3 and L-4, the Agent is
-15-
authorized to deliver such amendments to the applicable Lenders and the Lenders
agree to attach such amendments to the applicable Notes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-16-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned parties have caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
BORROWER:
ATTEST/WITNESS: ALLEGHENY TECHNOLOGIES
INCORPORATED, a Delaware corporation
By: /s/ John M. Tishok By: /s/ R. S. Park
-------------------------- -------------------------------------
Name: Name: Robert S. Park
Title: Title: Vice President, Treasurer
DOCUMENTATION AND ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION, as
Documentation and Administrative Agent
By: /s/ David B. Gookin
-------------------------------------
Name: David B. Gookin
Title: Vice President
SYNDICATION AGENTS:
BANK OF AMERICA, N.A., as a
Syndication Agent
By: /s/ Megan McBride
-------------------------------------
Name: Megan McBride
Title: Principal
[SIGNATURES OF SYNDICATION AGENTS CONTINUED ON NEXT PAGE]
-17-
[CONTINUATION OF SIGNATURES OF SYNDICATION AGENTS TO SECOND
AMENDMENT TO CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2002]
MELLON BANK, N.A., as a Syndication
Agent
By: /s/ John R. Cooper
-------------------------------------
Name: John R. Cooper
Title: Vice President
JPMORGAN CHASE BANK, as a Syndication
Agent
By: /s/ James H. Ramage
-------------------------------------
Name: James H. Ramage
Title: Managing Director
[SIGNATURES OF LENDERS ON THE FOLLOWING 9 PAGES]
-18-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term PNC BANK, NATIONAL ASSOCIATION
Revolving Credit Commitment
$26,076,923.09
Long Term Revolving Credit Commitment By: /s/ David B. Gookin
----------------------------------
Percentage Name: David B. Gookin
17.3846153844% Title: Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$21,192,307.69
Short Term Revolving Credit Commitment
Percentage
21.1923076921%
Commitment Percentage (Total)
18.9076923166%
Addresses for notice purposes:
If by United States Mail: If by other means:
PNC Bank, National Association PNC Bank, National Association
PNC Agency Services PNC Agency Services
One PNC Plaza, 22nd Floor One PNC Plaza, 22nd Floor
249 Fifth Avenue 249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707 Pittsburgh, Pennsylvania 15222-2707
Attention: Trina Barkley Attention: Trina Barkley
Telephone: (412) 768-0423
Telecopier: (412) 762-8672
With a copy to: With a copy to:
PNC Bank, National Association PNC Bank, National Association
Metals Group Metals Group
One PNC Plaza - 3rd Floor One PNC Plaza - 3rd Floor
249 Fifth Avenue 249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707 Pittsburgh, Pennsylvania 15222-2707
Attention: David B. Gookin Attention: David B. Gookin
Vice President Vice President
Telephone: (412) 762-4815
Telecopier: (412) 705-3232
Address for LIBOR Loan Funding if different from above: N/A
-19-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term BANK OF AMERICA, N.A.
Revolving Credit Commitment
$20,769,230.77
Long Term Revolving Credit Commitment By: /s/ Megan McBride
----------------------------------
Percentage Name: Megan McBride
13.8461538462% Title: Principal
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$13,846,153.85
Short Term Revolving Credit Commitment
Percentage
13.8461538462%
Commitment Percentage (Total)
13.8461538462%
Addresses for notice purposes:
If by United States Mail: If by other means:
Bank of America, N.A. Bank of America, N.A.
231 South LaSalle Street 231 South LaSalle Street
Chicago, Illinois 60697 Chicago, Illinois 60697
Attention: Thomas R. Durham Attention: Thomas R. Durham
Managing Director Managing Director
Telephone: (312) 828-8044
Telecopier: (312) 974-8681
Address for LIBOR Rate Loan Funding if different from above:
Bank of America, N.A.
1850 Gateway Boulevard
Concord, California 94520
Attention: Gardelyn Jayme
Telephone: (925) 675-7184
Telecopier: (888) 969-9232
Telex:
-20-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term MELLON BANK, N.A.
Revolving Credit Commitment
$26,076,923.08
Long Term Revolving Credit Commitment By: /s/ John R. Cooper
----------------------------------
Percentage Name: John R. Cooper
17.3846153846% Title: Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$17,384,615.38
Short Term Revolving Credit Commitment
Percentage
17.3846153846%
Commitment Percentage (Total)
17.3846153846%
Addresses for notice purposes:
If by United States Mail: If by other means:
Mellon Bank, N.A. Mellon Bank, N.A.
One Mellon Center, Room 370 One Mellon Center, Room 370
Pittsburgh, Pennsylvania 15258-0001 Pittsburgh, Pennsylvania 15258-0001
Attention: Peter K. Lee Attention: Peter K. Lee
Vice President Vice President
Telephone: (412) 234-1913
Telecopier: (412) 234-8888
Address for LIBOR Rate Loan Funding if different from above:
Mellon Bank, N.A.
Three Mellon Center, Room 1203
Pittsburgh, Pennsylvania 15259-0003
Attention: Pinkey Holiday
Loan Administrator
Telephone: 412-234-7366
Telecopier: 412-209-6114
Telex: 199103 MELBNKPGH
-21-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term JPMORGAN CHASE BANK
Revolving Credit Commitment
$20,769,230.77
Long Term Revolving Credit Commitment By: /s/ James H. Ramage
----------------------------------
Percentage Name: James H. Ramage
13.8461538462% Title: Managing Director
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$13,846,153.85
Short Term Revolving Credit Commitment
Percentage
13.8461538462%
Commitment Percentage (Total)
13.8461538462%
Addresses for notice purposes:
If by United States Mail: If by other means:
JPMorgan Chase Bank JPMorgan Chase Bank
270 Park Avenue, 4th Floor 270 Park Avenue, 4th Floor
New York, New York 10017 New York, New York 10017
Attention: James H. Ramage Attention: James H. Ramage
Managing Director Managing Director
Telephone: (212) 270-1373
Telecopier: (212) 270-4584
For operational issues:
JPMorgan Chase Bank
1 Chase Manhattan Plaza
New York, New York 10081
Attention: Sek Chan, Assistant Treasurer
Telephone: (212) 552-7929
Telecopier: (212) 552-7490
Address for LIBOR Rate Loan Funding if different from above:
N/A
Telephone:
Telecopier:
Telex:
-22-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term CITIBANK, N.A.
Revolving Credit Commitment
$14,769,230.77
Long Term Revolving Credit Commitment By: /s/ William G. Martens, III
----------------------------------
Percentage Name: William G. Martens, III
9.8461538462% Title: Managing Director
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$9,846,153.85
Short Term Revolving Credit Commitment
Percentage
9.8461538462%
Commitment Percentage (Total)
9.8461538462%
Addresses for notice purposes:
If by United States Mail: If by other means:
Citibank, N.A. Citibank, N.A.
388 Greenwich Street, 23rd Floor 388 Greenwich Street, 23rd Floor
New York, New York 10013 New York, New York 10013
Attention: Prakash Chonkar Attention: Prakash Chonkar
Managing Director Managing Director
Telephone: (212) 816-5323
Telecopier: (212) 816-5402
Address for LIBOR Rate Loan Funding if different from above:
Citibank, N.A.
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Tony Neville
Telephone: (302) 894-6057
Telecopier: (302) 894-6120
Telex:
-23-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term THE BANK OF NEW YORK
Revolving Credit Commitment
$10,384,615.38
Long Term Revolving Credit Commitment By: /s/ Walter C. Parelli
----------------------------------
Percentage Name: Walter C. Parelli
6.9230769231% Title: Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$6,923,076.92
Short Term Revolving Credit Commitment
Percentage
6.9230769231%
Commitment Percentage (Total)
6.9230769231%
Addresses for notice purposes:
If by United States Mail: If by other means:
The Bank of New York The Bank of New York
One Wall Street, 21st Floor One Wall Street, 21st Floor
New York, New York 10286 New York, New York 10286
Attention: Walter Parelli Attention: Walter Parelli
Telephone: (212) 635-6820
Telecopier: (212) 635-7978
Address for LIBOR Rate Loan Funding if different from above:
The Bank of New York
One Wall Street, 21st Floor
New York, New York 10286
Attention: Terry Blackburn
Telephone: (212) 635-7938
Telecopier: (212) 635-7970
Telex:
-24-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term NATIONAL CITY BANK OF
Revolving Credit Commitment PENNSYLVANIA
$10,384,615.38
Long Term Revolving Credit Commitment By: /s/ Anthony J. Leone
----------------------------------
Percentage Name: Anthony J. Leone
6.9230769231% Title: Banking Officer
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$6,923,076.92
Short Term Revolving Credit Commitment
Percentage
6.9230769231%
Commitment Percentage (Total)
6.9230769231%
Addresses for notice purposes:
If by United States Mail: If by other means:
National City Bank of Pennsylvania National City Bank of Pennsylvania
National City Center National City Center
20 Stanwix Street 20 Stanwix Street
Pittsburgh, Pennsylvania 15222-4802 Pittsburgh, Pennsylvania 15222-4802
Attention: Debra W. Riefner Attention: Debra W. Riefner
Telephone: (412) 644-8880
Telecopier: (412) 471-4883
Address for LIBOR Rate Loan Funding if different from above:
National City Bank of Pennsylvania
National City Center
20 Stanwix Street
Pittsburgh, Pennsylvania 15222-4802
Attention: Nancy L. Karlo
Telephone: (412) 644-8120
Telecopier: (412) 471-4883
Telex:
-25-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term BANK OF TOKYO-MITSUBISHI TRUST
Revolving Credit Commitment COMPANY
$10,384,615.38
Long Term Revolving Credit Commitment By: /s/ Spencer Hughes
----------------------------------
Percentage Name: Spencer Hughes
6.9230769231% Title: Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment
$6,923,076.92
Short Term Revolving Credit Commitment
Percentage
6.9230769231%
Commitment Percentage (Total)
6.9230769231%
Addresses for notice purposes:
If by United States Mail: If by other means:
Bank of Tokyo-Mitsubishi Trust Company Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor 1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104 New York, New York 10020-1104
Attention: Heather Zimmermann Attention: Heather Zimmermann
Telephone: (212) 782-4220
Telecopier: (212) 782-6440
Address for LIBOR Rate Loan Funding if different from above:
Loan Operations Department
BTM Information Services, Inc.
c/o Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, New York 10020-1104
Attention: Rolando Uv
Assistant Vice President
Telephone: (201) 413-8570
Telecopier: (201) 521-2304
Telex:
-26-
IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Lender has caused this Second Amendment by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, as the borrower, the LENDERS PARTY HERETO, as the
lenders, MELLON BANK, N.A., JPMORGAN CHASE BANK, and BANK OF AMERICA, N.A., as
Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as the Documentation and
Administrative Agent, to be executed by its duly authorized officers as of the
date first above written.
Maximum Dollar Amount of Long Term MIZUHO CORPORATE BANK, LTD.
Revolving Credit Commitment (as successor to The Industrial Bank of
$10,384,615.38 Japan, Limited)
Long Term Revolving Credit Commitment
Percentage
6.9230769231% By: /s/ Naoki Yamamori
----------------------------------
Maximum Dollar Amount of Short Term Name: Naoki Yamamori
Revolving Credit Commitment Title: Deputy General Manager
$3,115,384.62
Short Term Revolving Credit Commitment
Percentage
3.1153846154%
Commitment Percentage (Total)
5.3999999909%
Addresses for notice purposes:
If by United States Mail: If by other means:
Mizuho Corporate Bank, Ltd. Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas 1251 Avenue of the Americas
New York, New York 10020-1104 New York, New York 10020-1104
Attention: Hilary Zhang Attention: Hilary Zhang
Assistant Vice President Assistant Vice President
Telephone: (212) 282-3467
Telecopier: (212) 282-4488
Address for LIBOR Rate Loan Funding if different from above:
Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, New York 10020-1104
Attention: Hema Dibatia
Telephone: (212) 282-4099
Telecopier: (212) 282-4478
Telex:
-27-
EXHIBIT L-1
FORM OF AMENDMENT NO. 1 TO
LONG TERM REVOLVING CREDIT NOTE
SEE ATTACHED
-28-
FORM OF AMENDMENT NO. 1 TO
LONG TERM REVOLVING CREDIT NOTE
$___________ Pittsburgh, Pennsylvania
December 20, 2002
This Amendment No. 1 to Long Term Revolving Credit Note (this
"Amendment") to that certain Long Term Revolving Credit Note dated as of
December 21, 2001 (the "Existing Date"), in the face amount of
_________________________ ($______________) and executed by the undersigned in
favor of __________________ (the "Lender"), is executed and delivered under and
pursuant to the terms of that certain Credit Agreement dated as of December 20,
2001, as amended (the Credit Agreement together with the exhibits and schedules
thereto and all amendments, modifications, extensions, renewals, replacements or
restatements thereof and thereto, the "Agreement") by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, a Delaware corporation (the "Borrower"), the
financial institutions listed on the signature pages thereof (including the
Lender) and each other financial institution which, from time to time, may
become a party to the Agreement (collectively, the "Lenders"), the syndication
agents referred to therein (collectively the "Syndication Agents") and PNC BANK,
NATIONAL ASSOCIATION, as documentation and administrative agent for the Lenders
(in each capacity the "Agent").
This Amendment is executed to amend on and as of December 20,
2002, the maximum principal amount evidenced by the Existing Note. Such
amendment shall read on and as of December 20, 2002 as follows.
Amendment of Second Paragraph. The second full paragraph of the
Existing Note shall be amended and restated in its entirety to read as follows:
FOR VALUE RECEIVED, the Borrower promises to pay to the order of
________________ (the "Lender"), its successors and permitted assignees,
at the office of the Agent at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222-2707 on the Long Term Revolving Credit
Termination Date the lesser of (i) the principal sum of ______________
MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid
principal amount of all outstanding Long Term Revolving Credit Loans
made by the Lender to the Borrower on or before the Long Term Revolving
Credit Termination Date pursuant to the Agreement together with interest
on the unpaid principal balance thereof from time to time outstanding.
The Borrower hereby represents and warrants to the Lender that,
as of the date of the execution and delivery of this Amendment, the
outstanding principal balance under the Existing Note is less than the
dollar amount set forth in the previous paragraph of this Amendment.
This Amendment shall be construed in connection with and as part
of the Existing Note; the Existing Note is hereby modified to include this
Amendment; and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Existing Note, except as herein modified, are hereby
confirmed and ratified and shall remain in full force and effect. To
-29-
the extent that any term or provision of this Amendment is expressly
inconsistent with any term or provision of the Existing Note, the terms and
provisions hereof shall control.
This Amendment shall be governed by the laws of the Commonwealth
of Pennsylvania without reference to the principles thereof regarding conflicts
of law.
WITNESS the due execution of this Amendment No. 1 to Long Term
Revolving Credit Note with the intent to be legally bound hereby.
ALLEGHENY TECHNOLOGIES INCORPORATED,
a Delaware corporation
By:
---------------------------------
Name:
Title:
-30-
EXHIBIT L-2
FORM OF AMENDMENT NO. 1 TO
SHORT TERM REVOLVING CREDIT NOTE
SEE ATTACHED
-31-
FORM OF AMENDMENT NO. 1 TO
SHORT TERM REVOLVING CREDIT NOTE
$___________ Pittsburgh, Pennsylvania
December 20, 2002
This Amendment No. 1 to Short Term Revolving Credit Note (this
"Amendment") to that certain Short Term Revolving Credit Note dated as of
December 21, 2001 (the "Existing Date"), in the face amount of
_________________________ ($______________) and executed by the undersigned in
favor of __________________ (the "Lender"), is executed and delivered under and
pursuant to the terms of that certain Credit Agreement dated as of December 20,
2001, as amended (the Credit Agreement together with the exhibits and schedules
thereto and all amendments, modifications, extensions, renewals, replacements or
restatements thereof and thereto, the "Agreement") by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, a Delaware corporation (the "Borrower"), the
financial institutions listed on the signature pages thereof (including the
Lender) and each other financial institution which, from time to time, may
become a party to the Agreement (collectively, the "Lenders"), the syndication
agents referred to therein (collectively the "Syndication Agents") and PNC BANK,
NATIONAL ASSOCIATION, as documentation and administrative agent for the Lenders
(in each capacity the "Agent").
This Amendment is executed to amend on and as of December 20,
2002, the maximum principal amount evidenced by the Existing Note. Such
amendment shall read on and as of December 20, 2002 as follows:
Amendment of Second Paragraph. The second full paragraph of the
Existing Note shall be amended and restated in its entirety to read as follows:
FOR VALUE RECEIVED, the Borrower promises to pay to the order of
________________ (the "Lender"), its successors and permitted assignees,
at the office of the Agent at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222-2707 on the Short Term Revolving Credit
Termination Date the lesser of (i) the principal sum of ______________
MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid
principal amount of all outstanding Short Term Revolving Credit Loans
made by the Lender to the Borrower on or before the Short Term Revolving
Credit Termination Date pursuant to the Agreement together with interest
on the unpaid principal balance thereof from time to time outstanding.
The Borrower hereby represents and warrants to the Lender that,
as of the date of the execution and delivery of this Amendment, the outstanding
principal balance under the Existing Note is less than the dollar amount set
forth in the previous paragraph of this Amendment.
This Amendment shall be construed in connection with and as part
of the Existing Note; the Existing Note is hereby modified to include this
Amendment; and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Existing Note, except as
-32-
herein modified, are hereby confirmed and ratified and shall remain in full
force and effect. To the extent that any term or provision of this Amendment is
expressly inconsistent with any term or provision of the Existing Note, the
terms and provisions hereof shall control.
This Amendment shall be governed by the laws of the Commonwealth
of Pennsylvania without reference to the principles thereof regarding conflicts
of law.
WITNESS the due execution of this Amendment No. 1 to Short Term
Revolving Credit Note with the intent to be legally bound hereby.
ALLEGHENY TECHNOLOGIES INCORPORATED,
a Delaware corporation
By:
---------------------------------
Name:
Title:
-33-
EXHIBIT L-3
FORM OF AMENDMENT NO. 1 TO
BID RATE NOTE (LONG TERM)
SEE ATTACHED
-34-
FORM OF AMENDMENT NO. 1 TO BID RATE NOTE
(Long Term)
$___________ Pittsburgh, Pennsylvania
December 20, 2002
This Amendment No. 1 to Bid Rate Note (Long Term) (this
"Amendment") to that certain Bid Rate Note (Long Term) dated as of December 21,
2001 (the "Existing Note"), in the face amount of _________________________
($______________) and executed by the undersigned in favor of __________________
(the "Lender"), is executed and delivered under and pursuant to the terms of
that certain Credit Agreement dated as of December 1, 2001, as amended (the
Credit Agreement together with the exhibits and schedules thereto and all
amendments, modifications, extensions, renewals, replacements or restatements
thereof and thereto, the "Agreement") by and among ALLEGHENY TECHNOLOGIES
INCORPORATED, a Delaware corporation (the "Borrower"), the financial
institutions listed on the signature pages thereof (including the Lender) and
each other financial institution which, from time to time, may become a party to
the Agreement (collectively, the "Lenders"), the syndication agents referred to
therein (collectively the "Syndication Agents") and PNC BANK, NATIONAL
ASSOCIATION, as documentation and administrative agent for the Lenders (in such
capacity, the "Agent").
This Amendment is executed to amend on and as of December 20,
2002, the maximum principal amount evidenced by the Existing Note. Such
amendment shall read on and as of December 20, 2002 as follows.
Amendment of Second Paragraph. The second full paragraph of the
Existing Note shall be amended and restated in its entirety to read as follows:
FOR VALUE RECEIVED, the Borrower promises to pay to the order of
________________ (the "Lender"), its successors and permitted assignees,
at the office of the Agent at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222-2707 on the Long Term Revolving Credit
Termination Date the lesser of (i) the principal sum of ___________
MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid
principal amount of all outstanding Bid Rate Loans made by the Lender to
the Borrower on or before the Long Term Revolving Credit Termination
Date pursuant to the Agreement together with interest on the unpaid
principal balance thereof from time to time outstanding.
The Borrower hereby represents and warrants to the Lender that,
as of the date of the execution and delivery of this Amendment, the outstanding
principal balance under the Existing Note is less than the dollar amount set
forth in the previous paragraph of this Amendment.
This Amendment shall be construed in connection with and as part
of the Existing Note; the Existing Note is hereby modified to include this
Amendment; and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Existing Note, except as
-35-
herein modified, are hereby confirmed and ratified and shall remain in full
force and effect. To the extent that any term or provision of this Amendment is
expressly inconsistent with any term or provision of the Existing Note, the
terms and provisions hereof shall control.
This Amendment shall be governed by the laws of the Commonwealth
of Pennsylvania without reference to the principles thereof regarding conflicts
of law.
WITNESS the due execution of this Amendment No. 1 to Bid Rate
Note (Long Term) with the intent to be legally bound hereby.
ALLEGHENY TECHNOLOGIES INCORPORATED,
a Delaware corporation
By:
---------------------------------
Name:
Title:
-36-
EXHIBIT L-4
FORM OF AMENDMENT NO. 1 TO
BID RATE NOTE (SHORT TERM)
SEE ATTACHED
-37-
FORM OF AMENDMENT NO. 1 TO BID RATE NOTE
(Short Term)
$___________ Pittsburgh, Pennsylvania
December 20, 2002
This Amendment No. 1 to Bid Rate Note (Short Term) (this
"Amendment") to that certain Bid Rate Note (Short Term) dated as of December 21,
2001 (the "Existing Note"), in the face amount of _________________________
($______________) and executed by the undersigned in favor of __________________
(the "Lender"), is executed and delivered under and pursuant to the terms of
that certain Credit Agreement dated as of December 20, 2001, as amended (the
Credit Agreement together with the exhibits and schedules thereto and all
amendments, modifications, extensions, renewals, replacements or restatements
thereof and thereto, the "Agreement") by and among ALLEGHENY TECHNOLOGIES
INCORPORATED, a Delaware corporation (the "Borrower"), the financial
institutions listed on the signature pages thereof (including the Lender) and
each other financial institution which, from time to time, may become a party to
the Agreement (collectively, the "Lenders"), the syndication agents referred to
therein (collectively the "Syndication Agents") and PNC BANK, NATIONAL
ASSOCIATION, as documentation and administrative agent for the Lenders (in such
capacity, the "Agent").
This Amendment is executed to amend on and as of December 20,
2002, the maximum principal amount evidenced by the Existing Note. Such
amendment shall read on and as of December 20, 2002 as follows.
Amendment of Second Paragraph. The second full paragraph of the
Existing Note shall be amended and restated in its entirety to read as follows:
FOR VALUE RECEIVED, the Borrower promises to pay to the order of
________________ (the "Lender"), its successors and permitted assignees,
at the office of the Agent at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222-2707 on the Short Term Revolving Credit
Termination Date the lesser of (i) the principal sum of ___________
MILLION AND NO/100 DOLLARS ($___________) or (ii) the aggregate unpaid
principal amount of all outstanding Bid Rate Loans made by the Lender to
the Borrower on or before the Short Term Revolving Credit Termination
Date pursuant to the Agreement together with interest on the unpaid
principal balance thereof from time to time outstanding.
The Borrower hereby represents and warrants to the Lender that,
as of the date of the execution and delivery of this Amendment, the outstanding
principal balance under the Existing Note is less than the dollar amount set
forth in the previous paragraph of this Amendment.
This Amendment shall be construed in connection with and as part
of the Existing Note; the Existing Note is hereby modified to include this
Amendment; and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Existing Note, except as
-38-
herein modified, are hereby confirmed and ratified and shall remain in full
force and effect. To the extent that any term or provision of this Amendment is
expressly inconsistent with any term or provision of the Existing Note, the
terms and provisions hereof shall control.
This Amendment shall be governed by the laws of the Commonwealth
of Pennsylvania without reference to the principles thereof regarding conflicts
of law.
WITNESS the due execution of this Amendment No. 1 to Bid Rate
Note (Short Term) with the intent to be legally bound hereby.
ALLEGHENY TECHNOLOGIES INCORPORATED,
a Delaware corporation
By:
---------------------------------
Name:
Title:
-39-