Exhibit 10 (cli)
CONFIRMATION AGREEMENT
CONFIRMATION AGREEMENT dated as of May __, 1994 among
(1) HAMILTON BEACH/PROCTOR-SILEX, INC., a corporation duly
organized and validly existing under the laws of the State of
Delaware (the "Company"); (2) HOUSEWARES HOLDING COMPANY, a
corporation duly organized and validly existing under the laws of
the State of Delaware ("Housewares"); (3) PRECIS [521] LTD., a
corporation duly organized and validly existing under the laws of
England ("Precis"); (4) HB-PS HOLDING COMPANY, INC., a
corporation duly organized and validly existing under the laws of
the State of Delaware ("Holdings"); (5) PROCTOR-SILEX CANADA
INC., a corporation duly organized and validly existing under the
laws of the Province of Ontario, Canada ("PSC"); (6) NACCO
INDUSTRIES, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware ("NACCO");
(7) GLEN DIMPLEX, an unlimited corporation duly organized and
validly existing under the laws of the Republic of Ireland ("Glen
Dimplex"); (8) GLEN ELECTRIC, LTD., a corporation duly organized
and validly existing under the laws of Northern Ireland ("Glen
Electric"); (9) THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
as United States agent for the banks and other financial
institutions (individually, a "Bank" and, collectively, the
"Banks") party to the Amended and Restated Credit Agreement
referred to below (in such capacity, together with its successors
in such capacity, the "U.S. Agent"); (10) THE CHASE MANHATTAN
BANK OF CANADA, as Canadian agent for the Banks (in such
capacity, together with its successors in such capacity, the
"Canadian Agent" and, together with the U.S. Agent, the
"Agents"); (11) each of the U.S. Dollar Banks signatory hereto
(the "U.S. Dollar Banks"); and (12) each of the Canadian Dollar
Banks signatory hereto (the "Canadian Dollar Banks"; and together
with the U.S. Dollar Banks, the "Banks").
The Company, PSC, PSM, the Banks and the Agents are
party to a Credit Agreement dated as of October 11, 1990 (as in
effect immediately prior to the Amendment Effective Date (as
defined in the Amended and Restated Credit Agreement referred to
below), the "Original Credit Agreement").
The Company, PSC, PSM, the Banks and the Agents have
entered into an Amended and Restated Credit Agreement dated as of
May __, 1994 (as modified and supplemented and in effect from
time to time, the "Amended and Restated Credit Agreement"),
providing for the amendment and restatement of the Original
Credit Agreement to, among other things, refinance the Term Loans
under the Original Credit Agreement and increase the amount of
the Revolving Credit Loans available thereunder from $120,000,000
to $135,000,000.
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It is a condition precedent to the effectiveness of the
amendment and restatement of the Original Credit Agreement
provided for by the Amended and Restated Credit Agreement that
the parties hereto enter into a Confirmation Agreement in
substantially the form hereof. Accordingly, the parties hereto
agree as follows:
Section 1. Definitions. Except as otherwise defined
in this Confirmation Agreement, terms defined in the Amended and
Restated Credit Agreement are used herein as defined therein.
Section 2. Confirmation by the Company and PSC. Each
of the Company and PSC hereby
(i) confirms all of its obligations under each
Security Document to which it is a party after giving effect
to the amendment and restatement of the Original Credit
Agreement provided for by the Amended and Restated Credit
Agreement; and
(ii) agrees that each reference to the Original
Credit Agreement in each Security Document to which it is a
party shall be deemed to be a reference to the Amended and
Restated Credit Agreement, as the same may be modified and
supplemented and in effect from time to time.
Section 3. Confirmation and Agreement by each Party.
Each of Housewares, Precis, Holdings, NACCO, Glen Dimplex and
Glen Electric (each a "Party") hereby
(i) consents to and acknowledges the amendment and
restatement of the Original Credit Agreement provided for by
the Amended and Restated Credit Agreement;
(ii) agrees that each reference to the Original
Credit Agreement in each Supplemental Security Document and
each Supplemental Agreement to which it is a party shall be
deemed to be a reference to the Amended and Restated Credit
Agreement, as the same may be modified and supplemented and
in effect from time to time;
(iii) confirms all of its obligations under each
Supplemental Security Document and each Supplemental
Agreement to which it is a party after giving effect to the
amendment and restatement of the Original Credit Agreement
provided for by the Amended and Restated Credit Agreement;
(iv) agrees that, notwithstanding Section 4.02 of
the Supplemental Agreement to which it is a party,
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(A) such Party will not demand or accept any
payment of principal of any Clean-Down Parent Advances until
after the last day of a Clean-Down Period during which the
Company did not have any Clean-Down Parent Advances
outstanding during such Clean-Down Period;
(B) the Parent Advances owed to such Party will
bear interest at a rate per annum not in excess of the Prime
Rate (as in effect from time to time) plus the Applicable
Margin for Base Rate Loans under the Amended and Restated
Credit Agreement less 1.25% (computed on the basis of a
365/366 day year and actual days elapsed) (or such other
rate of interest as shall be agreed upon by such Party, the
Company and the Majority Banks); and
(C) in the event that the Revolving Credit
Termination Date is extended, pursuant to Section 2.09 of
the Credit Agreement, to a date occurring after December 31,
1999, the Parent Advances that would otherwise be payable on
December 31, 1999 pursuant to said Section 4.02 shall be
payable on the date that is one year after the Revolving
Credit Termination Date (as in effect from time to time).
Section 4. Representations and Warranties. Each of
the Company, Housewares, Precis, Holdings, PSC, NACCO, Glen
Dimplex and Glen Electric represents and warrants to the Agents
and the Banks that after giving effect to this Confirmation
Agreement, the representations and warranties made by it in the
Security Documents, the Supplemental Security Documents and the
Supplemental Agreements are true and complete on the date hereof
as if made on and as of the date hereof.
Section 5. Miscellaneous. Except as herein provided,
the Security Documents, the Supplemental Security Documents and
the Supplemental Agreements shall remain unchanged and in full
force and effect. This Confirmation Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties
hereto may execute this Confirmation Agreement by signing any
such counterpart. This Confirmation Agreement shall be governed
by, and construed in accordance with, the law of the State of New
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IN WITNESS WHEREOF, the parties hereto have caused this
Confirmation Agreement to be duly executed and delivered as of
the day and year first above written.
HAMILTON BEACH/PROCTOR-SILEX,
INC.
By: Ronald C. Eksten
Title: Vice President, General
Counsel and Secretary
HOUSEWARES HOLDING COMPANY
By: Charles A. Bittenbender
Title: Secretary
PRECIS [521] LTD.
By: Lochlann Quinn
Title: Director
HB-PS HOLDING COMPANY, INC.
By: Charles A. Bittenbender
Title: Secretary
PROCTOR-SILEX CANADA INC.
By: John R. Wright
Title: Controller
NACCO INDUSTRIES, INC.
By: Charles A. Bittenbender
Title: Secretary
GLEN DIMPLEX
By Lochlann Quinn
Title: Director
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GLEN ELECTRIC, LTD.
By: Lochlann Quinn
Title: Director
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as U.S. Agent
By: Gregory M. Stover
Title:
THE CHASE MANHATTAN BANK OF
CANADA, as Canadian Agent
By: Timothy R. Wilson
Title:
U.S. DOLLAR BANKS
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By: Timothy R. Wilson
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: Marguerite Canestraro
Title: Vice President
THE BANK OF NOVA SCOTIA
By: F. C. H. Ashby
Title: Senior Manager of Loan Operations
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CONTINENTAL BANK N.A.
By: Carl Jordan
Title:
CAISSE NATIONALE DE CREDIT
AGRICOLE
By: Dean Balice
Title: Senior Vice President
CRESTAR BANK
By: Timothy J. Cecil
Title: Vice President
SOCIETY NATIONAL BANK
By: J. Roderick MacDonald
Title: Vice President
CANADIAN DOLLAR BANKS
THE CHASE MANHATTAN BANK OF
CANADA
By: Timothy R. Wilson
Title:
THE BANK OF NOVA SCOTIA
By: F. C. H. Ashby
Title: Senior Manager of Loan Operations