EXHIBIT 10.16
AMENDMENT NO. 2
This AMENDMENT NO. 2 (this "Amendment") dated as of
June 15, 1994, by and among KENNAMETAL INC., a Pennsylvania
corporation (the "Borrower"), and DEUTSCHE BANK AG, New York
Branch and/or Cayman Islands Branch, MELLON BANK, N.A. and PNC
BANK, NATIONAL ASSOCIATION (the "Lenders"):
RECITALS:
A. The Borrower and the Lenders entered into a Credit
Agreement dated as of July 29, 1993, as amended by Amendment No.
1 thereto dated as of October 26, 1993 (the "Credit Agreement").
B. The Borrower has requested the Lenders to amend the
Credit Agreement in certain respects and the Lenders have agreed
to such amendments as are set forth herein.
NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, covenant and agree, as follows:
SECTION 1. DEFINITIONS. In addition to other words and
terms defined elsewhere in this Amendment, capitalized terms not
otherwise defined herein shall have the meanings given to them in
the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. The Credit
Agreement is amended in the following respects:
(a) DEFINITIONS. (i) The following definitions are
deleted from Section 1.01: Funding Period, Notes.
(ii) The following definitions are added to the table
at the beginning of Section 1.01:
Bid Loan Maturity Date 2.02A(e)
Bid Loan Confirmation 2.02A(c)
Bid Rate 2.02A(b)(iii)
(iii) The following definitions are added to Section
1.01:
"Adjusted Borrower Total Assets" shall
mean all assets of the Borrower determined
on an unconsolidated basis in accordance
with GAAP, LESS investments in subsidiaries
and intangible assets determined in
accordance with GAAP.
(Page 1)
"Bid Loan Borrowing" shall mean a
borrowing consisting of a Bid Loan or
concurrent Bid Loans having the same Funding
Period.
"Bid Loan" shall mean a Loan from a
Lender to the Borrower pursuant to the
procedures described in Section 2.02A.
"Bid Loan Notes" shall mean the
promissory notes of the Borrower executed
and delivered under Section 2.02A(k), and
any promissory note issued in substitution
therefor pursuant to Section 8.14(c),
together with all extensions, renewals,
refinancings or refundings thereof in whole
or in part.
"Funding Period" shall mean the period
during which an interest rate Option or Bid
Rate shall apply, selected in accordance
with Section 2.04(c) or 2.02A(j).
"Note" or "Notes" shall mean the
Revolving Credit Note(s), the Bridge Loan
Note(s) or the Bid Loan Note(s), as the case
may be, of the Borrower executed and
delivered under this Agreement, together
with all extensions, renewals, refinancings
or refundings of any thereof in whole or
part.
"Total Tranche B Committed Amounts"
shall mean the sum of the Tranche B
Revolving Credit Committed Amounts of all
Lenders.
(b) THE CREDITS. Article II is amended in the
following respects:
(i) TRANCHE B COMMITMENTS. Section 2.01(a)(ii) is
amended by deleting the first two sentences thereof and
substituting the following:
Subject to the terms and conditions and
relying upon the representations and
warranties herein set forth, each Lender,
severally and not jointly, agrees (such
agreement being herein called such Lender's
"Tranche B Revolving Credit Commitment") to
make loans (the "Tranche B Revolving Credit
Loans") to the Borrower at any time or from
time to time on or after the date hereof and
to but not including the Tranche B Maturity
Date; PROVIDED (A) at no time shall the sum
(Page 2)
of the outstanding aggregate principal
amount of all Tranche B Revolving Credit
Loans and Bid Loans exceed the Total Tranche
B Committed Amount (or an equivalent amount
thereof in the Alternate Currency) and (B)
at all times the outstanding aggregate
principal amount of all Tranche B Revolving
Credit Loans made by each Lender shall be
equal to the product of the percentage which
its Tranche B Revolving Credit Committed
Amount represents of the Total Tranche B
Committed Amount times the outstanding
aggregate principal amount of all Tranche B
Revolving Credit Loans.
(ii) REDUCTION OF THE REVOLVING CREDIT COMMITTED
AMOUNTS. Section 2.01(e) is amended by deleting the first
sentence thereof and substituting the following:
The Borrower may at any time or from time to
time reduce Pro Rata the Tranche A Revolving
Credit Committed Amounts or the Tranche B
Revolving Credit Committed Amounts of the
Lenders to an aggregate amount (which may be
zero) not less than the sum of the unpaid
principal amount of the Tranche A Revolving
Credit Loans or the sum of the Tranche B
Revolving Credit Loans and the Bid Loans, as
the case may be, then outstanding plus the
principal amount of all Tranche A Revolving
Credit Loans or the sum of the Tranche B
Revolving Credit Loans and the Bid Loans, as
the case may be, not yet made as to which
notice has been given by the Borrower under
Section 2.03 or 2.02A hereof.
(iii) BID LOANS. Section 2.02A is added to the
Credit Agreement to read in its entirety as follows:
2.02A BID LOANS.
(a) BID LOANS. The Borrower may, as
set forth in this Section 2.02A, request one
or more of the Lenders to make one or more
Bid Loans to the Borrower at any time or
from time to time prior to the Tranche B
Maturity Date. Each Lender may, but shall
have no obligation to, offer to make one or
more such Bid Loans and the Borrower may,
but shall have no obligation to, accept any
such offers in the manner set forth in this
Section 2.02A. The sum of the outstanding
aggregate principal amount of all Bid Loans
and all Tranche B Revolving Credit Loans
(Page 3)
shall at no time exceed the Total Tranche B
Committed Amount (or an equivalent amount
thereof in the Alternate Currency). All Bid
Loans shall be denominated in Dollars.
(b) BID LOAN PROCEDURES. Prior to
11:00 a.m., Pittsburgh time, on the Business
Day of any Bid Loan, the Borrower and the
Lender making such Bid Loan shall have
verbally agreed (in a recorded telephone
conversation) that such Lender will make and
the Borrower will accept such Bid Loan,
which agreement shall include agreement as
to the following matters:
(i) the proposed date of such Bid
Loan and the Funding Period therefor;
(ii) the principal amount of such
Bid Loan, selected in accordance with
Section 2.02A(i);
(iii) the fixed rate of interest
per annum, calculated on the basis of a
365-day year (rounded upwards, if
necessary, to the nearest 1/10,000th of
1%) (the "Bid Rate") applicable to such
Bid Loan; and
(c) CONFIRMATION TO THE LENDERS. The
Borrower shall, by 11:30 a.m., Pittsburgh
time, on the day (which shall be a Business
Day) of a proposed Bid Loan, deliver to each
Lender, by telex or telecopy, confirmation
of the Bid Loans it has agreed to accept and
that Lenders have agreed to make on such day
in substantially the form of Exhibit H (a
"Bid Loan Confirmation"). The Bid Loan
Confirmation shall specify (i) the principal
amount of each such Bid Loan; (ii) the
Funding Period for each such Bid Loan;
(iii) the Bid Rate applicable to each such
Bid Loan and (iv) the identity of the Lender
for each such Bid Loan.
(d) FUNDING OF BID LOANS. Not later
than 1:00 p.m. Pittsburgh time, on the date
agreed to by the Borrower and a Lender
pursuant to Section 2.02A(b), such Lender
shall make the amount of its Bid Loan
available to the Borrower at such Lender's
Domestic Lending Office in immediately
available funds. If any Lender makes a new
(Page 4)
Bid Loan hereunder on a day on which the
Borrower is to repay all or any part of an
outstanding Bid Loan from such Lender, such
Lender shall apply the proceeds of its new
Bid Loan to make such repayment and only an
amount equal to the difference (if any)
between the amount being borrowed and the
amount being repaid shall be made available
by such Lender to the Borrower as provided
by this Section 2.02A(d), or remitted by the
Borrower to such Lender as provided in
Section 2.09, as the case may be.
(e) BID LOAN MATURITY DATES. The
principal amount of each Bid Loan shall be
due and payable on the last day of the
applicable Funding Period agreed to by the
Borrower and the Lender making such Bid Loan
(the "Bid Loan Maturity Date").
(f) BID LOAN INTEREST PAYMENT DATES.
Interest on each Bid Loan shall be due and
payable on the Bid Loan Maturity Date
thereof and thereafter on demand at the
rates provided for in Section 2.09(c).
(g) UTILIZATION OF TRANCHE B REVOLVING
CREDIT COMMITMENT. For purposes of
determining the available Tranche B
Revolving Credit Commitments of the Lenders
at any time (but not for purposes of
Section 2.08(a)), each outstanding Bid Loan
shall be deemed to have utilized the Tranche
B Revolving Credit Commitments of the
Lenders (including those Lenders that have
not made such Bid Loan) Pro Rata in
accordance with their Tranche B Revolving
Credit Commitments.
(h) INTEREST RATES FOR BID LOANS. The
outstanding principal amount of each Bid
Loan shall bear interest for each day until
due at a rate per annum equal to the Bid
Rate quoted by the Lender making such Bid
Loan.
(i) PRINCIPAL AMOUNTS. The aggregate
principal amount of each Bid Loan shall be
at least $1,000,000 or a higher integral
multiple of $100,000.
(j) FUNDING PERIODS. The Funding
Period for any Bid Loan shall be for any
period up to and including 90 days;
PROVIDED, (i) no such Funding Period shall
end after
(Page 5)
the Tranche B Revolving Credit Maturity Date
and (ii) the Borrower shall, in selecting
such Funding Periods, allow for foreseeable
mandatory repayments of the Loans.
(k) BID LOAN NOTES. The obligation of
the Borrower to repay the unpaid principal
amount of the Bid Loans made to it by each
Lender and to pay interest thereon shall be
evidenced in part by promissory notes of the
Borrower, dated June 15, 1994 in
substantially the form attached hereto as
Exhibit K, payable to the order of such
Lender.
(iv) INTEREST RATES. Section 2.04(b) is deleted and
the following is substituted:
(b) APPLICABLE MARGIN. The "Applicable
Margin" for the Euro-Rate Portion and As-
Offered Rate Portion of the Revolving Credit
Loans for any day shall mean 0.375%.
(v) FUNDING PERIODS. Section 2.04(c) is amended by
deleting the clause preceding the table and substituting the
following:
At any time when the Borrower shall select,
convert to or renew the Euro-Rate Option or
As-Offered Rate Option to apply to any part
of the Loans, the Borrower shall specify one
or more Funding Periods during which each
such Option shall apply, such Funding Periods
being as set forth below:
(vi) REPAYMENTS. (A) Sections 2.06(a)(i) and (iv)
are deleted and the following are substituted:
(i) Whether such repayment is to be
applied to the Tranche A Revolving Credit
Loans, Tranche B Revolving Credit Loans,
Bridge Loans or Bid Loans;
* * *
(iv) The principal amounts selected in
accordance with Section 2.04(d) hereof of the
Base Rate Portion and each part of each
Funding Segment of the Euro-Rate Portion or
the As-Offered Rate Portion and the principal
amount selected in accordance with Section
2.02A(i) hereof of Bid Loans (identified by
reference to their Funding Period).
(Page 6)
(B) Sections 2.06(b)(a) is redesignated Section
2.06(b)(i) and Section 2.06(b)(b) is deleted and the following is
substituted:
(ii) At the expiration of any Funding
Period with respect to repayment of any Bid
Loan, or the Euro-Rate Portion or the As-
Offered Rate Portion with respect to any part
of the Funding Segment corresponding to such
expiring Funding Period.
(viii) FEES. (A) Section 2.08(a) is amended by
deleting the first sentence thereof and substituting the
following:
(a) TRANCHE B COMMITMENT FEES. The
Borrower shall pay to each Lender a
commitment fee (the "Tranche B Commitment
Fee") equal to .10% per annum (based on a
year of 360 days and actual days elapsed),
for each day from and including
(Page 7)
the date of this Agreement to but not
including June 1, 1994 and equal to .05% per
annum (based on a year of 360 days and actual
days elapsed), for each day from and
including June 1, 1994 to but not including
the Tranche B Maturity Date, on the amount
(not less than zero) equal to (i) such
Lender's Tranche B Revolving Credit Committed
Amount on such day, MINUS (ii) the Dollar
equivalent of the aggregate principal amount
of such Lender's Tranche B Revolving Credit
Loans outstanding on such day. For purposes
of calculating the Tranche B Commitment Fee
payable to a Lender, the outstanding
principal amount of Bid Loans made by such
Lender shall be deemed to be outstanding
Tranche B Revolving Credit Loans of such
Lender, but the outstanding principal amounts
of Bid Loans made by another Lender shall not
be deemed to be outstanding Tranche B
Revolving Credit Loans of such Lender.
(B) Section 2.08(c) is amended by deleting the first
sentence and substituting the following:
The Borrower shall pay to each Lender a
facility fee (the "Facility Fee) equal to (i)
.15% per annum (based on a year of 360 days
and actual days elapsed), for each day from
and including the date of this Agreement to
but not including June 1, 1994, and .125% per
annum (based on a year of 360 days and actual
days elapsed), for each day from and
including June 1, 1994 to but not including
the Tranche A Maturity Date on the amount
(not less than zero) equal to such Lender's
Tranche A Revolving Credit Committed Amount
on such day and (ii) .15% per annum (based on
a year of 360 days and actual days elapsed),
for each day from and including the date of
this Agreement to but not including the
Tranche B Maturity Date on the amount (not
less than zero) equal to such Lender's
Tranche B Revolving Credit Committed Amount
on such day.
(ix) PRO RATA TREATMENT. Section 2.09(a) is deleted
and the following is substituted:
(a) PRO RATA TREATMENT. Each borrowing
of Revolving Credit Loans and each conversion
and renewal of interest rate Options
hereunder shall be made, and all payments
made in respect of principal of and interest
on Revolving Credit Loans and Fees due from
the Borrower hereunder or under the Revolving
Notes shall be applied, Pro Rata from and to
each Lender, as the case may be, except for
payments of interest involving an Affected
Lender as provided in Section 2.04(e) hereof
and payments to a Lender subject to a
withholding deduction under Section 2.12(c)
hereof. All payments made in respect of
principal of any Bid Loan Borrowing due from
the Borrower hereunder or under the Bid Loan
Notes shall be made to each Lender
participating in such Bid Loan Borrowing in
proportion to the respective principal
amounts of their outstanding Bid Loans
comprising such Bid Loan Borrowing. All
payments made in respect of interest on any
Bid Loan Borrowing due from the Borrower
hereunder or under the Bid Loan Notes shall
be made to each Lender participating in such
Bid Loan Borrowing in proportion to the
respective amounts of accrued and unpaid
interest on their Bid Loans comprising such
Bid Loan Borrowing, except for payments to a
Lender subject to a withholding deduction
under Section 2.12(c) hereof. The failure of
any Lender to make a Loan shall not relieve
any other Lender of its obligation to lend
hereunder; no Lender shall be responsible for
the failure of any other Lender to make a
Loan.
(x) INTEREST ON OVERDUE AMOUNTS. Section 2.09(c)(i)
is deleted and the following is substituted:
(Page 8)
(i) In the case of any part of the Euro-
Rate Portion or As-Offered Rate Portion of
any Loans or any Bid Loan, (A) until the end
of the applicable then-current Funding Period
at a rate per annum 2% above the rate
otherwise applicable to such part, and (B)
thereafter in accordance with the following
clause (ii); and
(c) CONDITIONS TO ALL LOANS. Section 4.03 is amended
by deleting the reference to "Section 2.03" and substituting a
reference to "Section 2.02A or 2.03".
(d) FORM 5500 REPORTS. Section 5.01(e)(iii) is
deleted.
(e) USE OF PROCEEDS. Section 5.09(iv) is deleted and
the following is substituted:
(iv) the proceeds of all other Loans for
general corporate purposes (other than for the
Hertel Acquisition).
(f) HERTEL DEBT. Section 5.11 is deleted and
the following is substituted:
5.11. HERTEL DEBT. The Borrower shall
cause Hertel (or the Subsidiary of the
Borrower acquiring substantially all of the
assets of Hertel) to maintain at all times
bank lines of at least 70,000,000 Deutsche
Mark.
(g) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The last
five lines of the table set forth in Section 6.01(c) are deleted
and the following is substituted:
Four fiscal quarters ending
6/30/94 and the four fiscal
quarters ending at each
fiscal quarter end thereafter 1.0 to 1
(h) MAINTENANCE OF ADJUSTED BORROWER TOTAL ASSETS. A
new Section 6.01(d) is added to the Credit Agreement to read as
follows:
(d) MAINTENANCE OF ADJUSTED BORROWER
TOTAL ASSETS. The Borrower shall at all times
maintain Adjusted Borrower Total Assets of at
least $300,000,000.
(i) INDEBTEDNESS. Section 6.03 is deleted and the
following is substituted:
6.03. INDEBTEDNESS. The Borrower shall
not, and shall not permit any Subsidiary to, at
(Page 9)
any time create, incur, assume or suffer to
exist any Restricted Indebtedness, or agree,
become or remain liable (contingently or
otherwise) to do any of the foregoing, except
Restricted Indebtedness the outstanding
principal amount of which does not exceed (a)
$200,000,000 in the aggregate at any time on or
prior to June 30, 1994, (b) $225,000,000 in the
aggregate at any time from July 1, 1994 to and
including June 30, 1995 or (c) $250,000,000 at
any time thereafter.
(j) GUARANTEES, INDEMNITIES, ETC. Section 6.04(d) is
amended by increasing the amount $150,000,000 to $165,000,000.
(k) DISPOSITION OF PROPERTIES. Section 6.06 is deleted
and the following is substituted:
6.06. DISPOSITIONS OF ACCOUNTS. The
Borrower shall not sell, assign, discount,
transfer, or otherwise dispose of, voluntarily
or involuntarily, any of its accounts
receivable or chattel paper, with or without
recourse, or agree, become or remain liable
(contingently or otherwise) to do any of the
foregoing, except
(a) sales, assignments, transfers and
other dispositions in the ordinary course of
business; and
(b) financings based upon direct or
indirect security interests in, or purchase
of, accounts receivable not exceeding
$5,000,000 aggregate principal amount at any
one time outstanding.
(l) ASSIGNMENTS. Section 8.14(c) is amended by adding
the following sentence after clause (iv):
Notwithstanding the foregoing, any Lender
assigning its rights and obligations under
this Agreement may retain any Bid Loans made
by it outstanding at such time, and in such
case shall retain its rights hereunder in
respect of any Bid Loans so retained until
such Bid Loans have been repaid in full in
accordance with this Agreement.
(m) EXHIBITS. (i) Exhibit D-1 is amended by deleting
the references to Sections 6.03(f), 6.03(h), 6.03(k), 6.03(l),
6.06(c) and Section 6.06(d) contained in Paragraph 2 thereof and
by adding a reference to Section 6.03.
(Page 10)
(ii) Exhibit H to the Credit Agreement is deleted and
new Exhibits H and K are added to the Credit Agreement to read in
their entireties as set forth in Exhibits H and K to this
Amendment.
(n) TRANSFER SUPPLEMENT. Schedule II to Exhibit E to
the Credit Agreement is amended by adding the following after
"Bridge Loans" in the table for the Transferor Lender and the
Purchasing Lender:
Bid Loans $
SECTION 3. REPRESENTATIONS AND WARRANTIES. The
Borrower represents and warrants to the Lenders that:
(a) POWER AND AUTHORITY. The Borrower has power and
authority to execute, deliver and carry out the provisions of
this Amendment and the Loan Documents, as amended hereby
(collectively, the "Amended Credit Documents"). The execution
and delivery of this Amendment and the Bid Loan Notes have been
duly authorized by all necessary action on the part of the
Borrower. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental
Authority is required in connection with the execution and
delivery of this Amendment or the Bid Loan Notes.
(b) ENFORCEABILITY. This Amendment and the Bid Loan
Notes have been duly and validly executed and delivered by the
Borrower and the Amended Credit Documents constitute legal, valid
and binding agreements of the Borrower enforceable in accordance
with their respective terms, except as enforceability of the
foregoing may be limited by bankruptcy, insolvency or other laws
of general application relating to or affecting the enforcement
of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.
(c) CONFLICT WITH OTHER INSTRUMENTS. Neither the
execution and delivery of this Amendment or the Bid Loan Notes
nor consummation of the transactions contemplated herein or in
the Amended Credit Documents or compliance with the terms and
provisions hereof or thereof will conflict with or result in a
breach of any of the terms, conditions or provisions of the
articles of incorporation or by-laws (or other constituent
documents) of the Borrower or any of its Subsidiaries (other than
the Excluded Hertel Subsidiaries), any Law or any agreement or
instrument which is material to the Borrower and its Subsidiaries
taken as a whole or constitute a default thereunder.
(d) REPRESENTATIONS AND WARRANTIES UNDER THE CREDIT
AGREEMENT. The representations and warranties contained in the
Amended Credit Documents are true on and as of the date hereof
(Page 11)
with the same effect as though such representations and
warranties had been made on and as of the date hereof.
(e) EVENTS OF DEFAULT. No Event of Default and no
Potential Default has occurred and is continuing or exists under
the Amended Credit Documents or will occur or exist after giving
effect to this Amendment.
For purposes of Section 7.01(c) of the Credit Agreement, the
foregoing representations and warranties shall be deemed to have
been made in connection with the Credit Agreement.
SECTION 4. CONDITIONS OF AMENDMENT. Subject to the
following conditions, the provisions of Section 2 of this
Amendment shall become effective:
(a) CORPORATE ACTION. The Borrower shall have
furnished to each Lender a certificate certifying as to (i) the
corporate action referred to in Section 3(a) hereof, (ii) any
amendments to the Borrower's articles of incorporation or by-laws
since June 29, 1993 (or a statement that there have been no such
amendments), and (iii) the incumbency of the officers authorized
to sign this Amendment, the Bid Loan Notes and any other
documents, instruments or certificates required under this
Amendment, together with true signatures of such officers. The
Lenders may conclusively rely on such certificate.
(b) BID LOAN NOTES. The Borrower shall have furnished
to each Lender a Bid Loan Note conforming to the requirements of
Section 2.02A(k) of the Credit Agreement, as amended hereby.
(c) OPINION OF COUNSEL. Each Lender shall have
received an opinion addressed to each Lender, dated the date
hereof, of David Cofer, Esquire, General Counsel of the Borrower,
covering the same matters as were covered by his opinion and the
opinion of Buchanan Ingersoll attached as Exhibits F-1 and F-2,
respectively, to the Credit Agreement, but taking into account
the execution and delivery of this Amendment and the Bid Loan
Notes.
(d) AMENDMENT FEE. The Borrower shall have paid each
Lender an amendment fee of $3,000.
(e) ADDITIONAL MATTERS. Each Lender shall have
received such other certificates, opinions, documents and
instruments as may be requested by any Lender. All corporate and
other proceedings, and all documents, instruments and other
matters in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be satisfactory in
form and substance to each Lender.
(Page 12)
SECTION 5. MISCELLANEOUS. The Borrower agrees to
reimburse the Lenders for their reasonable out-of-pocket expenses
arising in connection with the negotiation, preparation and
execution of this Amendment, including the reasonable fees and
expenses of Reed Smith Shaw & McClay, counsel for the Lenders.
Except as amended or waived hereby, the provisions of
the Loan Documents shall remain in full force and effect.
This Amendment shall be deemed to be a contract under
the laws of the Commonwealth of Pennsylvania and for all purposes
shall be construed in accordance with and governed by the laws of
such Commonwealth.
This Amendment may be executed in as many counterparts
as may be deemed necessary and convenient and by the separate
parties hereto on separate counterparts, each of which when so
executed and delivered shall be deemed to constitute an original,
but all such separate counterparts shall constitute but one and
the same instrument.
If any provision of this Amendment, or the application
thereof to any party hereto, shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions or applications of this Amendment
which can be given effect without the invalid and unenforceable
provision or application, and to this end the parties hereto
agree that the provisions of this Amendment are and shall be
severable.
(Page 13)
IN WITNESS WHEREOF, the parties hereto by their
officers thereunto duly authorized have executed this Amendment
as of the date and year first above written.
[Corporate Seal]
Attest: KENNAMETAL INC.
/s/ DAVID T. COFER By /s/ JAMES E. MORRISON
- - - --------------------------------- ------------------------------
David T. Cofer James E. Morrison
Title Secretary Title Vice President & Treasurer
DEUTSCHE BANK AG, MELLON BANK, N.A.
New York Branch and/or
Cayman Islands Branch
By /s/ ROLF-PETER MIKOLAYCZYK By /s/ DANIEL A. BRAILER
----------------------------- ----------------------------------
Rolf-Peter Mikolayczyk Daniel A. Brailer
Title Director Title First Vice President
By /s/ ROSS A. HOWARD
-----------------------------
Ross A. Howard
Title Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ PETER M. HILTON
-----------------------------
Peter M. Hilton
Title Vice President
(Page 14)
EXHIBIT H
KENNAMETAL INC.
REVOLVING CREDIT FACILITY - STANDARD NOTICE/BID LOAN CONFIRMATION
DATE: / /
---------------
INTEREST RATE QUOTES (U.S.$)
BASE RATE AS - OFFERED BID LOAN EURO (U.S.$) LOAN
------------ -------------------------- -------------------------- --------------------------
PER FUNDING FUNDING FUNDING
BANK (OVERNIGHT) RATE PERIOD(DAYS) RATE PERIOD(DAYS) RATE PERIOD(DAYS)
- - - --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
MELLON ____________ ____________ ____________ ____________ ____________ ____________ ____________
PNC ____________ ____________ ____________ ____________ ____________ ____________ ____________
DEUTSCHE ____________ ____________ ____________ ____________ ____________ ____________ ____________
TRANCHE B
EFFECTIVE MATURITY INTEREST
CURRENCY DATE DATE RATE OPTION MELLON PNC DEUTSCHE
- - - -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
USD ____________ ____________ ____________ ____________ ____________ ____________ ____________
USD ____________ ____________ ____________ ____________ ____________ ____________ ____________
USD ____________ ____________ ____________ ____________ ____________ ____________ ____________
TRANCHE A
EFFECTIVE MATURITY EURO
CURRENCY DATE DATE RATE MELLON PNC DEUTSCHE TOTAL
- - - -------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
________ ____________ ____________ ____________ ____________ ____________ ____________ ____________
NOTE: Bld, As-Offered & Base Rates Are On A 365/366 Day A Year Bases. Euro Rates Are On A 360 Day Year Basis.
EXHIBIT K
KENNAMETAL INC.
BID LOAN NOTE
$45,000,000 Pittsburgh, Pennsylvania
June 15, 1994
FOR VALUE RECEIVED, the undersigned, KENNAMETAL INC., a
Pennsylvania corporation (the "Borrower"), promises to pay to the
order of DEUTSCHE BANK AG, New York Branch and/or Cayman Islands
Branch (the "Lender") (i) on the last day of the Funding Period,
the aggregate unpaid principal amount of all Bid Loans made by the
Lender to the Borrower pursuant to Section 2.02A of the Agreement
to which such Funding Period applies and (ii) on the Tranche B
Maturity Date, the lesser of the principal sum of FORTY-FIVE
MILLIONS DOLLARS ($45,000,000) and the aggregate unpaid principal
amount of all Bid Loans made by the Lender to the Borrower pursuant
to Section 2.02A of the Agreement. The Borrower further promises
to pay to the order of the Lender interest on the unpaid principal
amount hereof from time to time outstanding at the rate or rates
per annum determined pursuant to the Agreement, payable on the
dates set forth in the Agreement.
This Note is one of the "Bid Loan Notes" as referred to
in, and is entitled to the benefits of, the Credit Agreement, dated
as of July 29, 1993, by and among the Borrower and the Lenders
parties thereto from time to time (as the same may be amended,
modified or supplemented from time to time, the "Agreement"), which
among other things provides for the acceleration of the maturity
hereof upon the occurrence of certain events and for repayments in
certain circumstances and upon certain terms and conditions. Terms
defined in the Agreement have the same meanings herein.
The Borrower hereby expressly waives presentment, demand,
notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement
of this Note and the Agreement, and an action for amounts due
hereunder or thereunder shall immediately accrue.
This Note shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to principles of choice of law.
KENNAMETAL INC.
BY: /s/ JAMES E. MORRISON
-------------------------------
Vice President & Treasurer
KENNAMETAL INC.
BID LOAN NOTE
$45,000,000 Pittsburgh, Pennsylvania
June 15, 1994
FOR VALUE RECEIVED, the undersigned, KENNAMETAL INC., a
Pennsylvania corporation (the "Borrower"), promises to pay to the
order of PNC BANK, NATIONAL ASSOCIATION (the "Lender") (i) on the
last day of the Funding Period, the aggregate unpaid principal
amount of all Bid Loans made by the Lender to the Borrower pursuant
to Section 2.02A of the Agreement to which such Funding Period
applies and (ii) on the Tranche B Maturity Date, the lesser of the
principal sum of FORTY-FIVE MILLIONS DOLLARS ($45,000,000) and the
aggregate unpaid principal amount of all Bid Loans made by the
Lender to the Borrower pursuant to Section 2.02A of the Agreement.
The Borrower further promises to pay to the order of the Lender
interest on the unpaid principal amount hereof from time to time
outstanding at the rate or rates per annum determined pursuant to
the Agreement, payable on the dates set forth in the Agreement.
This Note is one of the "Bid Loan Notes" as referred to
in, and is entitled to the benefits of, the Credit Agreement, dated
as of July 29, 1993, by and among the Borrower and the Lenders
parties thereto from time to time (as the same may be amended,
modified or supplemented from time to time, the "Agreement"), which
among other things provides for the acceleration of the maturity
hereof upon the occurrence of certain events and for repayments in
certain circumstances and upon certain terms and conditions. Terms
defined in the Agreement have the same meanings herein.
The Borrower hereby expressly waives presentment, demand,
notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement
of this Note and the Agreement, and an action for amounts due
hereunder or thereunder shall immediately accrue.
This Note shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to principles of choice of law.
KENNAMETAL INC.
BY: /s/ JAMES E. MORRISON
-------------------------------
Vice President & Treasurer
KENNAMETAL INC.
BID LOAN NOTE
$45,000,000 Pittsburgh, Pennsylvania
June 15, 1994
FOR VALUE RECEIVED, the undersigned, KENNAMETAL INC., a
Pennsylvania corporation (the "Borrower"), promises to pay to the
order of MELLON BANK, N.A., (the "Lender") (i) on the last day of
the Funding Period, the aggregate unpaid principal amount of all
Bid Loans made by the Lender to the Borrower pursuant to Section
2.02A of the Agreement to which such Funding Period applies and
(ii) on the Tranche B Maturity Date, the lesser of the principal
sum of FORTY-FIVE MILLIONS DOLLARS ($45,000,000) and the aggregate
unpaid principal amount of all Bid Loans made by the Lender to the
Borrower pursuant to Section 2.02A of the Agreement. The Borrower
further promises to pay to the order of the Lender interest on the
unpaid principal amount hereof from time to time outstanding at the
rate or rates per annum determined pursuant to the Agreement,
payable on the dates set forth in the Agreement.
This Note is one of the "Bid Loan Notes" as referred to
in, and is entitled to the benefits of, the Credit Agreement, dated
as of July 29, 1993, by and among the Borrower and the Lenders
parties thereto from time to time (as the same may be amended,
modified or supplemented from time to time, the "Agreement"), which
among other things provides for the acceleration of the maturity
hereof upon the occurrence of certain events and for repayments in
certain circumstances and upon certain terms and conditions. Terms
defined in the Agreement have the same meanings herein.
The Borrower hereby expressly waives presentment, demand,
notice, protest and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement
of this Note and the Agreement, and an action for amounts due
hereunder or thereunder shall immediately accrue.
This Note shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to principles of choice of law.
KENNAMETAL INC.
BY: /s/ JAMES E. MORRISON
-------------------------------
Vice President & Treasurer