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Exhibit 10.1
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of December 6, 2000, by and among
KENNAMETAL INC., a Pennsylvania corporation (the "Borrower"), the Lenders
parties to the Credit Agreement referred to below, and MELLON BANK, N.A., as
Administrative Agent under such Credit Agreement.
RECITALS:
WHEREAS, the Borrower has entered into a Credit Agreement,
dated as of November 17, 1997, by and among the Borrower, the Lenders parties
thereto from time to time, and Mellon Bank, N.A., as Administrative Agent (as
amended by Amendments to Transaction Documents dated as of November 26, 1997,
December 19, 1997, March 19, 1998, December 15, 1998, March 31, 1999, and
October 1, 1999, respectively, the "Credit Agreement");
WHEREAS, the parties hereto desire to amend further the Credit
Agreement as set forth herein; and
WHEREAS, capitalized terms used herein which are defined in
the Credit Agreement are used herein as therein defined; and
WHEREAS, the Borrower expects to enter into a credit facility
providing for revolving credit loans in a principal amount not exceeding EUR
225,000,000 to be provided by a group of lenders for which Deutsche Bank AG New
York Branch will act as agent (the "Euro Credit Facility"), such loans to be
made to the Borrower and to be guaranteed by certain Subsidiaries of the
Borrower.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
SECTION 1. AMENDMENT TO ADD A DEFINITION. Section 1.01 of
Annex A of the Credit Agreement is amended by adding thereto, in appropriate
alphabetical sequence, the following definition:
"Euro Credit Facility" means the Revolving Credit
Agreement, expected to be dated as of a date in
December, 2000, and as amended from time to time,
between the Borrower, the lenders party thereto and
Deutsche Bank AG New York Branch, as agent for such
lenders, providing for revolving credit loans to the
Borrower in a principal amount not exceeding EUR
225,000,000.
SECTION 2. AMENDMENT RELATING TO MANDATORY REDUCTION OF
REVOLVING CREDIT COMMITTED AMOUNTS UPON INCURRENCE OF RECAPTURE INDEBTEDNESS
UNDER THE EURO CREDIT FACILITY. The second sentence of Section 2.07(b)(i) of the
Credit Agreement is hereby
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amended by adding, immediately before the period at the end of such sentence,
the following proviso:
; and provided, further, that, notwithstanding the
immediately preceding proviso, the Borrower shall be
obligated to make application pursuant to the
foregoing clause (y) upon incurrence of Indebtedness
under the Euro Credit Facility whether or not the
Investment Grade Rating Condition is satisfied on the
relevant Reduction Event Date
The Borrower confirms that Indebtedness of the Borrower under the Euro Credit
Facility will be Recapture Indebtedness for purposes of Section 2.07(b) and,
accordingly, that incurrence of such Indebtedness will be a Reduction Event as
described in Section 2.07(b)(vii). The related Reduction Event Application
Amount will be calculated based on the prevailing market exchange rate at the
time of incurrence of Indebtedness under the Euro Credit Facility.
SECTION 3. AMENDMENT RELATING TO INCREASE IN THE AMOUNT OF
PERMITTED INDEBTEDNESS. Section 7.02(f) of the Credit Agreement is hereby
amended by deleting the figure "$225,000,000" appearing therein and inserting in
lieu thereof the figure"$350,000,000".
SECTION 4. AMENDMENT RELATING TO PERMITTED LIENS. Section 7.03
of the Credit Agreement is hereby amended by deleting the word "and" at the end
of Section 7.03(l), redesignating Section 7.03(m) as Section 7.03(n), and adding
a new Section 7.03(m) as follows:
(m) Liens securing repayment of obligations
under the Euro Credit Facility if, and only if, the
Obligations under this Agreement are equally and
ratably secured by all such Liens pursuant to
security documentation in form reasonably
satisfactory to the Administrative Agent which
documentation provides, among other things, that such
Liens are granted to a single collateral agent acting
for the ratable benefit of both the Lenders and the
Administrative Agent hereunder and the lenders and
the agent under the Euro Credit Facility and that
directions to such collateral agent with respect to
exercise of remedies may be given by lenders holding
more than 50% of the aggregate outstanding principal
amount of obligations under this Agreement and the
Euro Credit Facility at the relevant time.
SECTION 5. AMENDMENT RELATING TO CHANGE IN A PARTICULAR
REQUIREMENT FOR RECAPTURE INDEBTEDNESS. Section 7.02(j) of the Credit Agreement
is hereby amended by deleting the words "Other unsecured Indebtedness" appearing
at the beginning thereof and inserting in lieu thereof the words "Other
unsecured (or, in the case of the Euro Credit Facility, secured only by Liens
permitted by Section 7.03(m) hereof) Indebtedness".
SECTION 6. EFFECTIVENESS AND EFFECT, ETC. This Amendment shall
become effective when both (i) Mellon Bank, N.A., as Administrative Agent, shall
have received counterparts hereof duly executed by the Borrower and the
Administrative Agent and consents
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hereto duly executed by the Required Lenders (as defined in the Credit
Agreement) and (ii) the Euro Credit Facility, containing an exception to its
limitation on liens substantially identical to the amendatory language set forth
in Section 4 above, is executed and delivered by the parties thereto and is in
effect and Mellon Bank, N.A., as Administrative Agent under the Credit
Agreement, shall have received a counterpart of the Euro Credit Facility and a
certificate of the Borrower that the same is in effect. The Credit Agreement, as
previously amended and as further amended hereby, is and shall continue to be,
in full force and effect and is hereby in all respects ratified and confirmed.
Except to the extent expressly set forth herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy under the Credit Agreement or constitute a waiver of any
provision of the Credit Agreement.
SECTION 7. MISCELLANEOUS. This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same document. Section and other headings herein are for reference purposes only
and shall not affect the interpretation of this Amendment in any respect. This
Amendment shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to choice of law principles. This
Amendment is a requested amendment within the meaning of Section 10.06(a)(ii) of
the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
KENNAMETAL INC.
By: /s/ James E. Morrison
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Name: James E. Morrison
Title: Vice President and Treasurer
MELLON BANK, N.A.,
individually and as Administrative Agent
By: /s/ Edward L. McGrath, C.F.A.
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Name: Edward L. McGrath, C.F.A.
Title: First Vice President
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LENDER CONSENT AND ACKNOWLEDGMENT
The undersigned, a "Lender" under that certain Credit
Agreement, dated as of November 17, 1997, by and among Kennametal Inc., a
Pennsylvania corporation (the "Borrower"), the Lenders parties thereto from time
to time, and Mellon Bank, N.A., as Administrative Agent (as amended, the "Credit
Agreement"), hereby (a) acknowledges receipt of a counterpart of the Amendment
to Transaction Documents, dated as of December 6, 2000, by and among the
Borrower, the Lenders parties to the Credit Agreement and Mellon Bank, N.A., as
Administrative Agent, and (b) pursuant to Section 10.03 of the Credit Agreement,
consents and agrees to such Amendment to Transaction Documents and directs the
Administrative Agent to enter into it.
,
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as Lender
By
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Name:
Title:
Date:
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