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Exhibit (b)(2) [EXECUTION COPY]
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of June
30, 1995 (this "Amendatory Agreement"), among HANDY & XXXXXX, a New York
corporation ("the Borrower"), certain financial institutions signatories hereto,
THE BANK OF NOVA SCOTIA, CHEMICAL BANK and THE BANK OF NEW YORK, 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 (as defined below), the Co-Agents
and the Administrative Agent are parties to a Revolving Credit Agreement, dated
as of September 28, 1994 (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.
"First Amendment Effective Date" is defined in Subpart 3.1.
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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 First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II; 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:
"First Amendment" means the First Amendment, dated as of June
30, 1995, to this Agreement among the Borrower, the Lenders party
thereto, the Co-Agents and the Administrative Agent.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is further
amended as follows:
(a) the definition of "Interest Coverage Ratio" appearing in
such Section is hereby amended in its entirety to read as follows:
"`Interest Coverage Ratio' means, at the close of any
Fiscal Quarter, the ratio, computed for the period
consisting of such Fiscal Quarter and each of the
three immediately preceding Fiscal Quarters, of
(a) EBIT
to
(b) Interest Expense;
provided, that the calculation of the Interest
Coverage Ratio from and after the First Amendment
Effective Date shall
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exclude the effects of the non-recurring, pre-tax
charges in an aggregate amount not to exceed
$9,500,000 relating to Borrower's discontinuance of
its karat gold fabricating product line in East
Providence, Rhode Island and additional costs
primarily related to that division's ongoing
operation in Fairfield, Connecticut."
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. First Amendment Effective Date. This Amendatory Agreement
shall become effective as of the date first set forth above (the "First
Amendment Effective Date") when each 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.
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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. Representations, No Default, etc. As of the
date of effectiveness of this Amendatory Agreement, the Borrower
hereby represents and warrants that
(a) the representations and warranties set forth in Article VI
of the Existing Credit Agreement (excluding, however, those contained
in Section 6.7 thereof) 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 Existing 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, financial condition,
operations, assets, businesses, properties or prospects or
which purports to affect the legality, validity or
enforceability of the Existing 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 Existing Credit
Agreement which may reasonably be expected to materially
adversely affect the financial condition, operations, assets,
businesses, properties or prospects of the Borrower or the
Borrower and its Subsidiaries, taken as a whole; and
(c) after giving effect to this Amendatory Agreement,
no Default has occurred and is continuing.
SUBPART 4.6. Limited Waiver, etc. No amendment, waiver or
approval by the Issuer or any Lender under this Amendatory
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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 4.7. 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 & XXXXXX
By______________________________________
Title:
THE BANK OF NOVA SCOTIA,
in its capacity as Administrative
Agent, Co-Agent and Lender
By______________________________________
Title:
THE BANK OF NEW YORK,
in its capacity as
Co-Agent and Lender
By______________________________________
Title:
CHEMICAL BANK, in its capacity
as Co-Agent and Lender
By______________________________________
Title:
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FLEET BANK, N.A.
By______________________________________
Title:
NBD BANK
By______________________________________
Title:
THE BANK OF TOKYO TRUST COMPANY
By______________________________________
Title:
LTCB TRUST COMPANY
By______________________________________
Title:
SHAWMUT BANK, N.A.
By______________________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By______________________________________
Title:
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By______________________________________
Title:
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THE DAIWA BANK, LIMITED
By______________________________________
Title:
By______________________________________
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By______________________________________
Title:
By______________________________________
Title:
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By______________________________________
Title:
NATWEST BANK N.A.
By______________________________________
Title:
ABN AMRO BANK N.V. NEW YORK BRANCH
By______________________________________
Title:
By______________________________________
Title:
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BANQUE PARIBAS
By______________________________________
Title:
By______________________________________
Title:
GIROCREDIT BANK AG DER SPARKESSEN
GRAND CAYMAN ISLAND BRANCH
By______________________________________
Title:
By______________________________________
Title:
COMERICA BANK
By______________________________________
Title:
IBJ XXXXXXXX BANK & TRUST COMPANY
By______________________________________
Title:
THE MITSUBISHI BANK, LIMITED -
NEW YORK BRANCH
By______________________________________
Title:
YASUDA TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By______________________________________
Title:
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