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[EXECUTION COPY]
THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of July 1,
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 and to add Fleet National Bank as a Lender (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.
"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 Third Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with SUBPARTS 2.1 through 2.2; 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 2.1.3.
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:
"Third Amendment" means the Third Amendment, dated as of July 1,
1993, to this Agreement among the Borrower, the Lenders party thereto
(including Fleet National Bank), 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 their entirety the definitions of
"Loan Commitment Amount", "Percentage" and "Stated Maturity Date" appearing in
such Section, and inserting the following definitions in place thereof:
"Loan Commitment Amount" means, on any day, $161,250,000, as such
amount may be reduced from time to time pursuant to Section 2.2.
"Percentage" means, relative to any Lender, the percentage set forth
on Schedule I attached to the Third Amendment, as such percentage may be
adjusted from time to time pursuant to Lender Assignment Agreement(s)
executed by such Lender and its Assignee Lender(s) pursuant to Section
10.11.1.
"Stated Maturity Date" means June 30, 1996, as such date may be
extended pursuant to Section 2.7.
SUBPART 2.2. Amendments to Article X. Article X of the Existing Credit
Agreement is hereby amended in accordance with Subpart 2.2.1.
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SUBPART 2.2.1. The tenth line following Clause (c) of Section 10.11.1 of
the Existing Credit Agreement is hereby amended by adding the phrase ", or if
less, all of such Lender's Loans and Commitment" immediately after the
parenthetical "(such amount to be reduced pro rata by any permanent reductions
in the amount of the Commitment)".
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Third Amendment Effective Dates. This Amendatory Agreement
shall become effective as set forth below when each of the applicable
conditions set forth in this SUBPART 3.1 shall have been satisfied.
SUBPART 3.1.1. Execution of Counterparts. (a) With respect to the
effectiveness of SUBPART 2.1 hereof the Administrative Agent shall have
received counterparts of this Amendatory Agreement, duly executed on behalf of
the Borrower and all of the Lenders.
(b) With respect to the effectiveness of SUBPART 2.2 hereof 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. Addition of Fleet National Bank as Lender SUBPART 2.1 shall
become effective only upon (i) the receipt by the Administrative Agent of an
executed counterpart of this Amendatory Agreement from Fleet National Bank
signifying its agreement to become a Lender under the Credit Agreement and (ii)
payment by Fleet National Bank to the Administrative Agent for the account of
the other Lenders an amount of funds necessary that, after giving effect to a
pro rata distribution of such funds to the other Lenders, each Lender's
Percentage (after giving effect to the effectiveness of SUBPART 2.1 hereof) of
all outstanding Loans and participations in Letters of Credit shall not be
exceeded.
SUBPART 3.1.3. New Revolving Notes. SUBPART 2.1 hereof shall only become
effective upon the receipt by Fleet Bank, N.A. and The Daiwa Bank, Limited from
the Borrower of a new Revolving Loan Note in a principal amount equal to such
Lender's new Percentage of the Loan Commitment Amount.
SUBPART 3.1.4. 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.
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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.
SUBPART 4.6. Representations, No Default, etc. As of the date of
effectiveness of the respective SUBPARTS hereof, 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
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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 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.
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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 & Treasurer
THE BANK OF NOVA 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
THE BANK OF NEW YORK
By /s/ Ken Sneider
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Title: Vice President
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LTCB TRUST COMPANY
By /s/ Ichiro Murakami
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Title: 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/ Mark S. Olin
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Title: Vice President
SHAWMUT BANK CONNECTICUT
By /s/ Robert M. Surdam, Jr.
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Title: Vice President
THE FUJI BANK LTD.
By /s/ Y. Shiotsugu
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Title: Vice President and Manager
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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 Malhotra
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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
FLEET BANK, N.A.
By /s/ John V. Rubin
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Title: Vice President
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SCHEDULE I
(to Third Amendment)
NAME OF LENDER PERCENTAGE
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The Bank of Nova Scotia 11.627906977%
The Chase Manhattan Bank, N.A. 11.627906977%
Chemical Bank 11.627906977%
The Bank of New York 9.302325581%
LTCB Trust Company 9.302325581%
The Bank of Tokyo Trust Company 6.976744186%
NBD Bank, N.A. 6.976744186%
Westpac Banking Corporation 6.976744186%
Fleet Bank, N.A. 6.976744186%
Shawmut Bank Connecticut 4.651162791%
The Fuji Bank Ltd. 4.651162791%
Girocredit Bank (FKA Girozentrale und
Bank der Osterreichischen Sparkassen AG 4.651162791%
IBJ Schroder Bank & Trust Company 4.651162791%