ADDITIONAL DESIGNATED COLLATERAL SUPPLEMENT
THIS SUPPLEMENT to the Borrower Pledge Agreement, dated as of November 18,
1997, made by Kennametal Inc., a Pennsylvania corporation (the "Grantor") in
favor of Mellon Bank, N.A., as Collateral Agent (such Borrower Pledge Agreement,
as amended, modified or supplemented, being referred to as the "Borrower Pledge
Agreement").
Recitals:
A. Capitalized terms used herein and not otherwise defined shall have the
meanings given them in, or by reference in, the Borrower Pledge Agreement.
B. The Borrower Pledge Agreement contemplates that the Grantor may, and in
some circumstances shall, supplement Schedule 3.07 thereto from time to time to
add additional Designated Subsidiaries or additional Designated Pledged Shares
or both. The Grantor desires to supplement Schedule 3.07 to the Borrower Pledge
Agreement for such purposes.
NOW, THEREFORE, the Grantor, intending to be legally bound hereby,
represents, warrants and covenants to the Secured Parties as follows:
Section 1. Additional Designated Subsidiary. The Grantor hereby supplements
Schedule 3.07 to the Borrower Pledge Agreement by adding thereto the Designated
Subsidiary or Designated Subsidiaries and Designated Pledged Shares referred to
in the Schedule to this Supplement.
Section 2. Warranties, etc. The Grantor represents and warrants to each
Secured Party that (a) the representation and warranty set forth in Section 3.07
of the Borrower Pledge Agreement is true and correct after giving effect to this
Supplement, (b) each of the other representations and warranties set forth in
Article III of the Borrower Pledge Agreement (other than Sections 3.04 and 3.05)
is true and correct after giving effect to this Supplement, and (c) each of the
representations and warranties set forth in Article IV of the Credit Agreement
is true and correct after giving effect to this Supplement.
Section 3. Governing Law. This Supplement shall be governed and construed
in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of
choice of law principles.
Section 4. Execution in Counterparts. This Supplement may be executed by
the Grantor in any number of counterparts, each of which shall be deemed to be
an original, and all such counterparts shall constitute but one and the same
agreement.
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IN WITNESS WHEREOF, the Grantor has duly executed this Supplement.
KENNAMETAL INC.
By: /s/Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
Date: November 18, 1997
