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[EXECUTION COPY]
SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February
4, 1993 (this "Amendatory Agreement"), among HANDY & HARMAN, a New York
corporation ("the Borrower"), certain financial institutions signatories hereto
(the "Lenders"), THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK, N.A. and
CHEMICAL BANK, as the co-agents (collectively referred to herein as the
"Co-Agents") and THE BANK OF NOVA SCOTIA, as administrative agent (the
"Administrative Agent"),
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders, the Co-Agents and the Administrative
Agent are parties to a Revolving Credit Agreement, dated as of March 16, 1992
(as amended or otherwise modified to the date hereof, the "Existing Credit
Agreement"); and
WHEREAS, the parties hereto have agreed, subject to the conditions and
terms hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as herein provided (the Existing Credit Agreement, as so amended by
this Amendatory Agreement, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendatory Agreement shall have the following
meanings (such meanings to be equally applicable to the singular and plural
form thereof):
"Administrative Agent" is defined in the preamble.
"Amendatory Agreement" is defined in the preamble.
"Borrower" is defined in the preamble.
"Co-Agents" is defined in the preamble.
"Credit Agreement" is defined in the second recital.
"Existing Credit Agreement" is defined in the first recital.
"Second Amendment Effective Date" is defined in Subpart 3.1.
"Lenders" is defined in the preamble.
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SUBPART 1.2. Other Definitions. Terms for which meanings are provided in
the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendatory Agreement with such
meanings.
PART II
AMENDMENTS TO THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Second Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with Subparts 2.1 through 2.3; except as so amended, the Existing Credit
Agreement shall continue in full force and effect.
SUBPART 2.1. Amendment to Article I. Article I of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1.2.
SUBPART 2.1.1. Section 1.1 of the Existing credit Agreement is hereby
amended by inserting the following definition in such Section in the
appropriate alphabetical sequence:
"Second Amendment" means the Second Amendment, dated as of February
4, 1993, to this Agreement among the Borrower, the Lenders party thereto,
the Co-Agents and the Administrative Agent.
SUBPART 2.1.2. Section 1.1 in its entirety, of the Existing Credit
Agreement is further amended by deleting in its entirety the definition of
"Stated Maturity Date" appearing in such Section, and inserting the following
definition in place thereof:
"Stated Maturity Date" means March 16, 1995, as such date may be
extended pursuant to Section 2.7.
SUBPART 2.2. Amendments to Article II. Article II of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.2.1 through 2.2.2.
SUBPART 2.2.1. Section 2.7.1 of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
"SECTION 2.7.1 Request for Extension of Commitment Termination Dates
and Maturity of Loans. Any term or provision of this Agreement to the
contrary notwithstanding, not later than 45 days nor more than 60 days
before each anniversary of the Effective Date (if the Revolving Loan
Commitment then remains in effect), the Borrower may, by delivery of a
duly completed Extension Request to the Administrative Agent, irrevocably
request that each Lender and each Issuer
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(a) extend for a one year period the then existing Loan
Commitment Termination Date relating to such Lender's Revolving Loan
Commitment; and
(b) extend for a one year period the then existing Letter of
Credit Commitment Termination Date relating to such Issuer's Letter
of Credit Commitment and each Lender's obligation to participate,
pursuant to Section 2.6.7, in the Letters of Credit."
SUBPART 2.2.2. Clauses (b) and (c) of Section 2.7.2 of the Existing Credit
Agreement are hereby amended in their entirety to read as follows:
"(b) Each Lender and Issuer shall, within 30 days of receipt of the
notice described in clause (a), notify the Administrative Agent whether or
not it consents to the requests of the Borrower set forth in such
Extension Request, such consent to be in the sole discretion of such
Lender or Issuer, as the case may be. Each Lender hereby acknowledges and
agrees that its consent to the Borrower's request to extend the Loan
Commitment Termination Date (and therefore, the then existing Stated
Maturity Date) shall also be deemed to be a consent by such Lender to an
extension of its obligations to participate, pursuant to Section 2.6.7, in
the Letters of Credit. If any Lender or Issuer does not so notify the
Administrative Agent of its decision within such 30 day period, such
Lender or Issuer, as the case may be, shall be deemed not to have
consented to such requests of the Borrower.
(c) The Administrative Agent shall promptly notify the Borrower
whether the Lenders and Issuers have consented to such request. If the
Administrative Agent does not so notify the Borrower within 5 days prior
to the next occurring anniversary of the Effective Date, the
Administrative Agent shall be deemed to have notified the Borrower that
the Lenders and Issuers have not consented to the Borrower's request."
SUBPART 2.3. Amendment to Article VII. Clause (a) of Section 7.2.4 of
the Existing Credit Agreement is hereby amended by deleting the last two lines
contained in such clause, and substituting the following under the column
headings "Period" and "Adjusted Consolidated Tangible Net Worth", respectively:
"10/01/94 through 12/31/94 130,000,000
01/01/95 and thereafter 130,000,000 plus 25% of
the Borrower's Net Income
for the immediately
preceding Fiscal Year;"
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PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Second Amendment Effective Date. This Amendatory Agreement
shall become effective on the date (the "Second Amendment Effective Date") when
all of the conditions set forth in this Subpart 3.1 shall have been satisfied.
SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent shall
have received counterparts of this Amendatory Agreement, duly executed on
behalf of the Borrower and the Required Lenders.
SUBPART 3.1.2. Legal Details, etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendatory Agreement shall be satisfactory to
the Administrative Agent and ,its counsel.
PART IV
MISCELLANEOUS
SUBPART 4.1. Cross-References. References in this Amendatory Agreement
to any Part or Subpart are, unless otherwise specified or otherwise required by
the context, to such Part or Subpart of this Amendatory Agreement.
SUBPART 4.2. Loan Document Pursuant to Existing Credit Agreement. This
Amendatory Agreement is a Loan Document executed pursuant to the Existing
Credit Agreement and shall be construed, administered and applied in accordance
with all of the terms and provisions of the Existing Credit Agreement.
SUBPART 4.3. Successors and Assigns. This Amendatory Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SUBPART 4.4. Counterparts. This Amendatory Agreement may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 4.5. Costs and Expenses. The Borrower agrees to pay all costs and
expenses incurred by the Administrative Agent (including fees and out-of-pocket
expenses of counsel to the Administrative Agent) incurred in connection with
the preparation, execution and delivery of this Amendatory Agreement and the
other agreements entered into in connection herewith.
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SUBPART 4.6. Representations, No Default, etc. As of the Second Amendment
Effective Date, the Borrower hereby represents and warrants that
(a) the representations and warranties set forth in Article VI of
the Credit Agreement (excluding, however, those contained in Section 6.7)
are true and correct in all material respects (unless stated to relate
solely to an earlier date, in which case such representations and
warranties were true and correct as of such earlier date);
(b) except as disclosed by the Borrower to the Administrative Agent
and the Lenders pursuant to Section 6.7 of the Credit Agreement,
(i) no litigation, arbitration or governmental investigation
or proceeding is pending or, to the knowledge of the Borrower,
threatened against the Borrower or any of its Subsidiaries which may
reasonably be expected to materially adversely affect the Borrower's,
or the Borrower and its Subsidiaries' taken as a whole, businesses,
operations, assets, revenues, properties or prospects or which
purports to affect the legality, validity or enforceability of the
Credit Agreement, the Notes or any other Loan Document; and
(ii) no development has occurred in any litigation,
arbitration or governmental investigation or proceeding disclosed
pursuant to Section 6.7 of the Credit Agreement which may reasonably
be expected to materially adversely affect the businesses,
operations, assets, revenues, properties or prospects of the Borrower
or the Borrower and its Subsidiaries, taken as a whole; and
(c) no Default has occurred and is continuing.
SUBPART 4.7. Limited Waiver, etc. No amendment, waiver or approval by
the Issuer or any Lender under this Amendatory Agreement shall, except as may
be otherwise stated in this Amendatory Agreement, be applicable to subsequent
transactions. No waiver or approval hereunder shall require any similar or
dissimilar waiver or approval to be granted after the date hereof, and except
as expressly modified by this Amendatory Agreement, the provisions of the
Existing credit Agreement shall
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remain in full force and effect, without amendment or other modification.
SUBPART 4.8. Governing Law. THIS AMENDATORY AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendatory
Agreement to be executed by their respective authorized officers as of the day
and year first above written.
HANDY & HARMAN
By /s/ Stephen B. Mudd
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Title: Vice President and Treasurer
THE BANK OF NOVIA SCOTIA,
in its capacity as Administrative
Agent, Co-Agent and Lender
By /s/ Stephen Lockart
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Title: Vice President
THE CHASE MANHATTAN BANK, N.A.,
in its capacity as
Co-Agent and Lender
By /s/ Edward J. McNulty
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Title: Managing Director
CHEMICAL BANK, in its capacity
as Co-Agent and Lender
By /s/ Raymond G. Dunning
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Title: Vice President
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THE BANK OF NEW YORK
By /s/ Ken Sneider
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Title: Vice President
LTCB TRUST COMPANY
By /s/ Fumi Kamoshia
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Title: Senior Vice President
THE BANK OF TOKYO TRUST COMPANY
By /s/ Jeffrey Millar
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Title: Vice President
NBD BANK, N.A.
By /s/ Anna R. Hoffman
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Title: Vice President
WESTPAC BANKING CORPORATION
By /s/ Joan F. Clarke
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Title: Vice President
SHAWMUT BANK, CONNECTICUT
By /s/ John Raleigh
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Title: Vice President
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THE FUJI BANK LTD.
By /s/ Takashi Nagao
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Title: Vice President and Manager
GIROCREDIT BANK, FKA
GIROZENTRALE UND BANK DER
OSTERREICHISCHEN SPARKASSEN AG"
By /s/ Dhuane G. Stephens
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Title: Vice President
By /s/ Lalit Malhorta
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Title: Senior Vice President
IBJ SCHRODER BANK & TRUST COMPANY
By /s/ David G. Goodall
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Title: Assistant Vice President
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