Timminco Announces Credit Agreement Amendments

2010-05-21

AMG Advanced Metallurgical Group N.V.'s affiliate Timminco Limited recently announced that it has agreed with its senior secured lender, Bank of America, NA (the "Bank"), to establish an $11.0 million term loan facility under the existing credit agreement. The Bank's total credit commitment under the credit agreement, which also includes the revolving credit facility, remains at $50.0 million. However, the maturity date of the credit agreement has been extended by three months, to September 30, 2010. The financial covenants in the credit agreement have also been revised.

Concurrently with these amendments, the Bank has reduced the availability under the revolving credit facility by approximately $11.0 million, through a reduction in the advance rates used to calculate the borrowing base. However, this has been off-set by establishing the new term loan facility, such that Timminco is not required to make any immediate repayment on the outstanding amount of the revolving credit facility.

In connection with Timminco's recently announced equity financing, which is expected to generate aggregate net proceeds of approximately C$12.7 million, $5.0 million of such proceeds will be used to repay the term loan facility, and the balance will be used to repay the revolving credit facility. Following completion of the equity financing, the outstanding principal of the term loan will be $6.0 million.

Term Loan Facility

The Bank has agreed to provide Timminco with a term loan facility in the principal amount of $11.0 million, under the Credit Agreement dated April 15, 2005, as amended (the "Credit Agreement"). The loan will initially be structured as a U.S. dollar base rate loan, bearing interest at the Bank's prime rate for U.S. dollar loans plus 3.75% per annum, payable monthly, in arrears. All or a portion of the loan may be converted, at Timminco's option and subject to continued compliance under the Credit Agreement, into a U.S. or Canadian dollar term loan bearing interest at the applicable LIBOR rate plus 5.25% per annum. The term loan facility, along with the revolving credit facility and all other obligations of Timminco under the Credit Agreement, is secured by all of the assets of Timminco.

A portion of the loan is repayable upon completion of each of the remaining two tranches of Timminco's recently announced equity financing. Specifically, a total of US$5.0 million will be repayable as follows: (1) upon the closing of the second tranche of such financing, which is expected to be on or about May 21, 2010 and to generate gross proceeds of approximately C$5.8 million, a minimum of $2.5 million, and up to $4.0 million, will be repayable; and (2) upon the closing of the third tranche of the equity financing, which is expected to be on June 14, 2010 and to generate gross proceeds of approximately C$2.6 million, a minimum of $1.0 million, and up to $2.5 million, will be repayable, depending on the amount repaid upon the closing of the second tranche of such financing. The completion of the second and third tranches remains subject to execution of subscription agreements with investors, other than AMG Advanced Metallurgical Group N.V. ("AMG"), and an agency agreement with the agent appointed by Timminco to facilitate the equity financing, as well as satisfaction of the conditions of the Toronto Stock Exchange's conditional listing approval in respect of the equity financing. AMG has deposited approximately C$5.4 million in escrow, which will be released to Timminco upon delivery of shares as contemplated in connection with the completion of the second and third tranches of the equity financing.

Following completion of the equity financing and repayment to the Bank of the foregoing amounts, the outstanding principal amount of the loan will be $6.0 million. This remaining balance will be repayable in monthly installments, with the first set of four monthly payments, starting on June 30, 2010, in the amount of $250,000 each. In the event that Timminco and the Bank mutually agree to extend the maturity date of the Credit Agreement beyond September 30, 2010, the second set of four monthly payments, starting on October 31, 2010, would be $500,000 each; and the final set of four monthly payments, starting on February 28, 2011, would be $750,000 each.

Amounts paid to the Bank as repayment of the term loan facility are not eligible to be reborrowed, whereas repayments under the revolving credit facility may be reborrowed, and used for general corporate purposes, subject to continued compliance with the Credit Agreement and availability under the revolving credit facility. Following repayment of US$5.0 million on the term loan facility in connection with the equity financing, approximately C$6.4 million of the expected net proceeds from such financing will be treated as repayments under the revolving credit facility (based on the current Bank of Canada noon exchange rate for U.S. dollars). All of the approximately C$4.6 million of proceeds generated from the first tranche of the equity financing on May 13, 2010, have already been paid to the Bank as a repayment of the revolving credit facility, and a portion thereof has been reborrowed.

The Bank's total credit commitment under the Credit Agreement remains unchanged, at $50.0 million. Accordingly, in connection with establishing the $11.0 million term loan facility, the maximum amount of the revolving credit facility has been reduced from $50.0 million to $39.0 million. The minimum availability reserve covenant under the Credit Agreement also remains unchanged, at $2.0 million.

Revolving Credit Facility

Under the Credit Agreement, the availability under the revolving credit facility is equal to the borrowing base minus the sum of (i) the amounts borrowed under such facility, (ii) any borrowing base reserve applied by the Bank from time to time, and (ii) the minimum availability reserve applicable to all credit facilities under the Credit Agreement. The borrowing base is based on the values of eligible inventories and receivables and only certain percentages of those values, known as the advance rates, are included in the borrowing base. The Bank has the discretion to adjust the advance rates and apply a borrowing base reserve, in its sole discretion. The Bank applied a borrowing base reserve on May 13, 2010 in the amount of $1.0 million, pending application of new advance rates in conjunction with the amendments to the Credit Agreement.

The Bank has determined to reduce the advance rates for inventories by an amount that causes an immediate reduction in the borrowing base of approximately $12.0 million, effective as of today and concurrently with the establishment of the term loan facility. The Bank has also eliminated the $1.0 million of additional borrowing base reserve effective as of today. As a result, the net decrease in availability under the revolving credit facility is approximately $11.0 million, which amount has been offset by establishing the $11.0 million term loan. Accordingly Timminco is not required to repay to the Bank any amount on account of the net decrease in availability under the revolving credit facility (except as described above in connection with prepayments under the term loan facility).

Maturity Date Extension

The maturity date of the Credit Agreement has been extended from July 2, 2010 to September 30, 2010. Therefore, all amounts outstanding under the revolving credit facility and term loan facility as of such maturity date will be due and payable on that day, unless the Bank agrees to further extend the maturity date. There is no assurance that the Bank will extend such date beyond September 30, 2010.

Financial Covenants

The Bank and Timminco have also agreed to amend the financial covenants relating to the minimum EBITDA and maximum capital expenditures under the Credit Agreement, each on a cumulative year-to-date basis as at each month end, for the second quarter of 2010.

The Bank and Timminco have also established financial covenants relating to the minimum EBITDA and maximum capital expenditures, each on a cumulative year-to- date basis as at each month end, for the third and fourth quarters of 2010. The covenants in respect of the fourth quarter will apply to the extent that the maturity date of the Credit Agreement is further extended beyond September 30, 2010.

AMG, incorporated in the Netherlands, is a global leader in the production of highly engineered specialty metal products and advanced vacuum furnace systems.  AMG serves growing industries worldwide with its unique combination of metallurgical engineering expertise and production know-how.  AMG is a market leader in many of its products and systems, which are critical to the production of key components for the aerospace, energy (including solar and nuclear), electronics, optics, chemicals, construction and transportation industries.  AMG has two operating divisions of businesses, Advanced Materials and Engineering Systems, and owns interests in publicly-listed companies Graphit Kropfmühl AG (Deutsche Börse: GKR.DE) and Timminco Limited (TSX: "TIM").

The Advanced Materials Division develops and produces niche specialty metals and complex metals products, many of which are used in demanding, safety-critical, high-stress environments.  AMG is one of a limited number of significant producers globally of niche specialty metals, such as ferrovanadium, ferronickel-molybdenum, aluminum master alloys and additives, chromium metal and ferrotitanium, used by steel, aluminum, chemical and superalloy producers for aerospace, automotive, energy, electronics, optics, chemicals, construction and other applications.  Other key products produced by AMG include specialty alloys for titanium and superalloys, coating materials, tantalum and niobium oxides, vanadium chemicals and antimony trioxide.

The Engineering Systems Division designs, engineers and produces advanced vacuum furnace systems and operates vacuum heat treatment facilities.  AMG is a global leader in supplying technologically-advanced vacuum furnace systems to customers in the aerospace, energy (including solar and nuclear), transportation, electronics, superalloys and specialty steel industries.  Examples of furnace systems produced by AMG include vacuum remelting, solar silicon melting and crystallization, vacuum induction melting, vacuum heat treatment and high pressure gas quenching, vacuum precision casting, turbine blade coating and sintering.  AMG also provides vacuum case-hardening heat treatment services on a tolling basis to customers through facilities equipped with vacuum heat treatment furnaces.

Graphit Kropfmühl AG is a majority controlled, publicly listed subsidiary of AMG.  Based on its secure raw material sources in Africa, China and Europe, Graphit Kropfmühl is a specialist in the production of silicon metal and the extraction, processing and refining of natural crystalline graphite for a wide range of energy saving industrial applications. 

Timminco Limited is a publicly listed affiliate of AMG. Timminco produces silicon metal for the chemical, aluminum, electronic and solar industries.  Timminco also produces solar grade silicon, using its proprietary technology for purifying silicon metal, for the solar energy industry.

AMG operates globally with production facilities in Germany, the United Kingdom, France, Czech Republic, the United States, Canada, Mexico, Brazil, Sri Lanka and Australia and also has sales and customer service offices in Belgium, Russia, China and Japan (website: www.amg-nv.com).