AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of April 22, 1998 to the SECOND AMENDED AND
RESTATED CREDIT AGREEMENT dated as of October 11, 1990 and amended and restated
as of April 18, 1995 among Hamilton Beach/Proctor-Silex, Inc. (the "Company"),
Proctor-Silex Canada Inc. ("PSC") and Proctor-Silex S.A. de C.V. ("PSM", and
together with the Company and PSC, the "Obligors"); each of the Banks signatory
thereto; and The Chase Manhattan Bank (successor by merger of The Chase
Manhattan Bank (National Association)), as U.S. Agent (in such capacity, the
"U.S. Agent") and The Chase Manhattan Bank of Canada, as Canadian Agent (in such
capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents").
The Obligors, the Banks and the Agents are parties to the Second Amended
and Restated Credit Agreement referred to above, as amended and modified by (i)
Amendment No. 1 dated as of March 29, 1996, (ii) Amendment No. 2 dated as of
October 4, 1996 and (iii) Amendment No. 3 dated as of April 14, 1997 (as so
amended and modified and in effect on the date hereof, the "Credit Agreement").
The Obligors, the Banks and the Agents wish to amend the Credit Agreement to
extend the Revolving Credit Termination Date (as defined in the Credit
Agreement) and, accordingly, the parties hereto agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No.
4, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof,
Section 1.01 of the Credit Agreement shall be amended by amending the definition
of "Revolving Credit Termination Date" to read in its entirety as follows:
""Revolving Credit Termination Date" shall mean May 8, 2003."
Section 3. Representations and Warranties. The Company represents and
warrants to the Banks that on and as of the date hereof (and, in the case of
clauses (b), (c) and (d) of this Section 3, upon giving effect to the amendments
set forth in Section 2 hereof):
(a) (i) the execution and delivery by the Obligors of this Amendment No. 4,
and the performance by the Obligors of their obligations under the Credit
Agreement, as amended hereby, have been duly authorized by all necessary
corporate action of the Obligors, and will not violate any provision of law, or
any Obligor's charter or by-laws, or result in the breach of or constitute a
default or require a consent, under any indenture or other agreement or
instrument to which the Company any of its Subsidiaries is a party or by which
any Obligor or any of its Property may be bound or affected, and (ii) each of
this Amendment No. 4 and the Credit Agreement, as amended hereby, constitutes
the legal, valid and binding obligation of the Obligors, in each case
enforceable against the Obligors in accordance with its terms;
(b) no Default has occurred and is continuing, and the representations and
warranties set forth in Section 8 of the Credit Agreement are true and complete
on the date hereof (or if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date);
(c) no Property encumbered by any of the Mortgages or any of the Canadian
Security Documents will be released from any provision of such Mortgage or
Canadian Security Document, and no Mortgage or Canadian Security Document will
be invalidated or otherwise impaired; and
(d) none of Housewares Holding Company, Precis [521] Ltd., HB-PS Holding
Company, Inc., NACCO Industries, Inc., Glen Dimplex or Glen Electric, Ltd. will
be released from their obligations under their respective Supplemental Agreement
or Supplemental Security Agreement, and no Supplemental Agreement or
Supplemental Security Agreement will be invalidated or otherwise impaired.
It shall be an Event of Default for all purposes under the Credit Agreement, as
amended hereby, if any representation or warranty made by the Company in this
Amendment No. 4 shall prove to have been false or misleading as of the time made
or furnished in any material respect.
Section 4. Conditions Precedent. The amendments to the Credit Agreement set
forth in said Section 2 shall become effective, as of the date hereof, upon the
receipt by the Agents of this Amendment No. 4, duly executed and delivered by
the Obligors, the Banks and the Agents.
Section 5. Miscellaneous. Except as amended by this Amendment No. 4, the
Credit Agreement shall remain unchanged and in full force and effect. Reference
in the Credit Agreement to "this Agreement" or words of similar import shall be
deemed to be references to the Credit Agreement as amended hereby. This
Amendment No. 4 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in
accordance with, the law of the State of New York. This Amendment No. 4 shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed and delivered as of the day and year first
above written.
OBLIGORS
HAMILTON BEACH/PROCTOR-SILEX, INC.
By /s/ James H. Taylor
Title: Vice President-Treasurer
PROCTOR-SILEX CANADA INC.
By /s/ James H. Taylor
Title: Treasurer
PROCTOR-SILEX S.A. de C.V.
By /s/ James H. Taylor
Title: Sole Administrator
BANKS
THE CHASE MANHATTAN BANK,
individually and as U.S. Agent
By /s/ Lenard Weiner
Title: Managing Director
THE CHASE MANHATTAN BANK OF CANADA,
individually and as Canadian Agent
By /s/ Christine Chan
Title: Vice President
By /s/ Arun Bery
Title: Vice President
FIRST CHICAGO NBD
By /s/ William J. McCaffrey
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. Ashby
Title: Senior Manager Loan Operations
ISTITUTO BANCARIO SAN PAOLO DITORINO SPA
By /s/ Carlo Persico
Title: DGM
By /s/ Luca Sacchi
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Dean Balice
Title: Senior Vice President/Branch Manager
By /s/ David Bouhl, F.V.P.
Title: Head of Corporate Banking/Chicago
CRESTAR BANK
By /s/ Christopher Werner
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By /s/ Marianne Meil
Title: Vice President