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[EXECUTION COPY]
FOURTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of January
15, 1997 (this "Amendatory Agreement"), is among HANDY & XXXXXX, a New York
corporation (the "Borrower"), certain financial institutions signatories hereto
(the "Lenders"), THE BANK OF NOVA SCOTIA, THE CHASE MANHATTAN BANK (formerly
known as 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, 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.
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"Existing Credit Agreement" is defined in the first recital.
"Fourth Amendment Effective Date" is defined in Subpart 3.1.
"Lenders" is defined in the preamble.
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 Fourth 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. Amendments 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 definitions in such Section in the
appropriate alphabetical sequence:
"Fourth Amendment" means the Fourth Amendment, dated as of January
15, 1997, to this Agreement among the Borrower, the Lenders party thereto,
the Co-Agents and the Administrative Agent.
"Fourth Amendment Effective Date" means the Fourth Amendment
Effective Date as defined in Subpart 3.1 of the Fourth Amendment.
"Olympic Transaction" means the purchase of all of the outstanding
stock of Olympic Manufacturing Group Inc., as more specifically described
in the letter, dated January 13, 1997, from the Borrower to the Lenders,
the Co-Agents and the Administrative Agent.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is further
amended by amending clause (b)(i) of the definition of "Consolidated Tangible
Net Worth" in its entirety to read as follows:
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"(i) treasury stock (excluding the amount, not to exceed
$45,000,000, of cash consideration expended for the repurchase and/or
redemption of the Borrower's outstanding common stock in accordance with
the 1996 Transaction that results in an increase in such treasury stock),
subscribed but unissued stock, unamortized debt discount and expense,
goodwill (excluding goodwill in an amount not to exceed $45,000,000
associated with the Olympic Transaction), trademarks, trade names, patents
and other intangible assets (but not deferred charges) of the Borrower,
and"
SUBPART 2.2. Amendment to Article II. Section 2.2.2 of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:
"SECTION 2.2.2. Mandatory Reduction of Commitments. Immediately upon
the sale, lease, transfer, contribution or conveyance of an asset pursuant
to clause (c)(iii) of Section 7.2.11, the Loan Commitment Amount shall be
automatically reduced by an amount equal to the aggregate Net Disposition
Proceeds of such sale, lease, transfer, contribution or conveyance."
SUBPART 2.3. Amendments to Article VII. Clause (c) of Section 7.2.11 of
the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
"(c) such sale, transfer, lease, contribution or conveyance is (i)
in connection with the 1996 Transaction (provided, that the Market Value
of the gold sold or otherwise disposed of in connection therewith shall
not exceed an aggregate amount equal to $45,000,000), (ii) in connection
with the sale or disposition of precious metal having an aggregate Market
Value in a maximum amount not to exceed $55,000,000 but only to the extent
the proceeds are used to finance the Olympic Transaction, or (iii) if not
in the ordinary course of business, or not otherwise permitted hereunder,
the assets are sold for fair value (as determined by the Board of
Directors of the Borrower or the Subsidiary owning such assets) and the
Commitments of the Lenders are reduced by an amount equal to the Net
Disposition Proceeds of such sale, transfer, lease, contribution or
conveyance; or".
SUBPART 2.4. Amendment to Exhibit E. Attachment 1 of Exhibit E (Compliance
Certificate) to the Existing Credit Agreement is hereby amended in its entirety
to read as set forth on Exhibit A hereto.
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PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Fourth Amendment Effective Date. This Amendatory Agreement
shall become effective on the date first set forth above (the "Fourth 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. Short Term Credit Agreement Amendment No. 4. The conditions
to the effectiveness of the Fourth Amendment to the Short Term Credit Agreement,
also dated as of the date hereof ("ST Amendment No. 4") (other than the
effectiveness of this Amendatory Agreement) shall have been satisfied and such
ST Amendment No. 4 shall, concurrently with the effectiveness of this Amendatory
Agreement, have been declared effective by the Administrative Agent.
SUBPART 3.1.3. 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 of 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 to the Agents and the Lenders 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) no Default has occurred and is continuing.
SUBPART 4.6. Limited Waiver, etc. No amendment, waiver or approval by the
Agents 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 amendment, waiver or approval
hereunder shall require any similar or dissimilar amendment, 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:
THE CHASE MANHATTAN BANK (formerly known
as Chemical Bank), in its capacity as
Co-Agent and Lender
By ___________________________________
Title:
FLEET PRECIOUS METALS INC.
By ___________________________________
Title:
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THE FIRST NATIONAL BANK OF CHICAGO
(formerly known as NBD Bank)
By ___________________________________
Title:
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By ___________________________________
Title:
LTCB TRUST COMPANY
By ___________________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By ___________________________________
Title:
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By ___________________________________
Title:
THE SUMITOMO BANK, LIMITED
By ___________________________________
Title:
By ___________________________________
Title:
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THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By ___________________________________
Title:
ABN AMRO BANK N.V. NEW YORK BRANCH
By ___________________________________
Title:
By ___________________________________
Title:
COMERICA BANK
By ___________________________________
Title:
YASUDA TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By ___________________________________
Title:
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EXHIBIT A
TO FOURTH AMENDMENT
ATTACHMENT 1
(to __/__/__ Compliance Certificate)
ADJUSTED CONSOLIDATED TANGIBLE NET WORTH
(________ __, 19__)
Adjusted Consolidated
Tangible Net Worth:
A. The par value (or value stated on
the books of the Borrower) of the
capital stock of all classes of the
Borrower................................................$_________
B. The amount of the consolidated
surplus, whether capital or earned,
of the Borrower and its
and its Subsidiaries................................... $_________
C. The sum (or difference, in the
case of a surplus deficit in
Item 1.B) of Items 1.A and 1.B......................... $_________
D. The aggregate amount of treasury
stock (excluding the amount, not to
exceed $45,000,000, of cash
consideration expended for the
repurchase and/or redemption of the
Borrower's outstanding common stock
in accordance with the 1996
Transaction that results in an
increase in such treasury stock),
subscribed but unissued stock,
unamortized debt discount
and expense, goodwill (excluding
goodwill in an amount not to exceed
$45,000,000 associated with the
Olympic Transaction), trademarks,
trade names, patents and other
intangible assets (but not deferred
charges), of the Borrower and
its Subsidiaries........................................$_________
E. The aggregate amount of all write-
ups in the book value of any assets
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owned by the Borrower or its
Subsidiaries subsequent to
March 16, 1992, other than
write-ups of assets (and assets
of Subsidiaries) acquired by
the Borrower and/or its
Subsidiaries (exclusive of
goodwill) that are made in
connection with the
acquisition thereof.....................................$_________
F. Sum of Items 1.D through 1.E............................$_________
G. Consolidated Tangible Net Worth:
The excess of Item 1.C over Item 1.F................... $_________
H. 40% of the excess of the Market
Value of the Borrower's and its
Subsidiaries' owned precious metal
holdings over the LIFO cost of such
holdings as set forth in the
Borrower's most recent consolidated
financial statements delivered
pursuant to clause (a) or clause
(b) of Section 7.1.1 of the
Credit Agreement....................................... $_________
I. ADJUSTED CONSOLIDATED TANGIBLE NET WORTH:
The sum of Items 1.G and 1.H............................$_________
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