Supplemental Agreement Dated 30 April 2007 Haynes International Limited (as Company) Burdale Financial Limited (as Burdale) Denton Wilde Sapte LLP One Fleet Place London EC4M 7WS United Kingdom T +44 (0)20 7242 1212 F +44 (0)20 7246 7777 Telex 887793...
Dated
30
April 2007
Xxxxxx
International Limited
(as
Company)
Burdale
Financial Limited
(as
Burdale)
Xxxxxx
Xxxxx Sapte LLP
Xxx
Xxxxx
Xxxxx
Xxxxxx
XX0X 0XX
Xxxxxx
Xxxxxxx
T
x00
(0)00 0000 0000
F
x00
(0)00 0000 0000
Telex
887793
DX
242
xxxx@xxxxxxxxxxxxxxx.xxx
xxx.xxxxxxxxxxxxxxxx.xxx
International
Lawyers
Contents
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1
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Interpretation
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1
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2
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Amendments
to Facility Agreements
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1
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3
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Representations
and warranties
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2
|
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4
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Confirmations
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2
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5
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Fee
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2
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6
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Counterparts
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2
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7
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Law
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3
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Schedule
- Conditions Precedent
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4
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Signatories
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5
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Dated
Between
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(1)
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Xxxxxx
International Limited
(Registered in England and Wales No. 01209891) the Company);
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(2)
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Burdale
Financial Limited
(registered in England and Wales with number 2656007) (Burdale)
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Recitals
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A
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Pursuant
to the terms of a facility agreement dated 2 April 2004 (as supplemented
and amended from time to time, the Facility
Agreement),
between the Company and Burdale, Burdale agreed to make available
certain
term, revolving credit and receivables finance
facilities.
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B
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The
Company and Burdale have agreed to amend the Facility Agreement as
set out
in, and subject to the terms of, this Supplemental
Agreement.
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It
is agreed
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1
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Interpretation
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Capitalised
terms defined in the Facility Agreement have the same meaning when
used in
this Supplemental Agreement (including the Recitals and the Schedule)
unless the context requires otherwise
and:
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Effective
Date
means the date on which Burdale confirms to the Company that it has
received all of the documents and evidence specified in the Schedule
in a
form and substance satisfactory to
it
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2
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Amendments
to Facility Agreement
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2.1
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On
and from the Effective Date the Facility Agreement shall be amended
as
follows:
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(a)
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the
definition of Final
Repayment Date
in
Clause 1.1 of the Facility Agreement shall be deleted and replaced
with
the following:
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Final
Repayment Date means
2
April 2008
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(b)
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the
definition of Margin
in
Clause 1.1 of the Facility Agreement shall be amended by deleting
the
reference to “3% per annum” and replacing it with a reference to “2.25%
per annum”;
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(c)
|
in
Clause 13.11 of the Facility Agreement, the word “quarterly” shall be
deleted and replaced with the words “semi-annual”;
and
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(d)
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in
Clause 17.3.2 of the Facility Agreement, the reference to “0.375%” shall
be deleted and replaced with a reference to
“0.25%”.
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2.2
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On
and from the Effective Date, the Facility Agreement shall have effect
as
supplemented and amended by Clause 2.1 and all references in the
Facility
Agreement to “this Agreement” and like terms shall be construed as a
reference to the Facility Agreement as supplemented and amended by
such
Clause or Clauses (as applicable) of this Supplemental
Agreement.
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3
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Representations
and warranties
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The
Company represents and warrants to and for the benefit of Burdale
that:
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(a)
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Power
and authority:
It has the power to enter into and perform, and has taken all necessary
action to authorise the entry into, performance and delivery of,
this
Supplemental Agreement and the transactions contemplated by this
Supplemental Agreement.
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(b)
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Legal
Validity:
This Supplemental Agreement constitutes its legal, valid and binding
obligations which are enforceable in accordance with their
terms.
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(c)
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Non-conflict:
The entry into and performance by it of, and the transactions contemplated
by, this Supplemental Agreement does not and will
not:
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(i)
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conflict
with any law or regulation or any official or judicial order binding
on it
or any of its assets; or
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(ii)
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conflict
with its constitutional documents;
or
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(iii)
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conflict
with any document which is binding on it or any of its
assets
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(d)
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Authorisations:
All authorisations, approvals, consents, licenses, exemptions, filings,
registrations, notarisations and other matters, official or otherwise,
required by it in connection with the entry into, performance, validity
and enforceability of, and the transactions contemplated by this
Supplemental Agreement have been obtained or effected (as appropriate)
and
are in full force and effect.
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(e)
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Representations
in the Facility Agreement:
The representations and warranties set out in Clause 12 of the Facility
Agreement which are deemed to be repeated on the date of delivery
of a
Request are true as if made on the date of this Supplemental Agreement
in
all material respects.
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4
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Confirmations
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4.1
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The
Borrower confirms that the security interests created by it in favour
of
Burdale in the Security Documents remain in full force and effect
and are
a continuing security for its obligations to Burdale as supplemented
and
amended by this Supplemental
Agreement.
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4.2
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The
parties agree that this Supplemental Agreement is a Finance
Document.
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5
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Fee
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In
consideration of Burdale entering into this Supplemental Agreement
at the
request of the Company, the Company shall pay to Burdale, on the
date of
this Supplemental Agreement, a fee of
$25,000.
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6
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Counterparts
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This
Supplemental Agreement may be executed in any number of counterparts
and
all of such counterparts taken together shall be deemed to constitute
one
and the same instrument.
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7
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Law
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This
Supplemental Agreement shall be governed by and construed in accordance
with English law.
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Signed
by the
parties
Schedule
- Conditions Precedent
The
documents and other evidence referred to in the definition of Effective
Date
are as
follows:
|
1
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Certified
Copies of the minutes of a meeting of the Company (including the
resolutions passed at that meeting) approving and authorising the
execution, delivery and performance of this Supplemental
Agreement.
|
|
2
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Satisfactory
results to all final company and winding up searches in respect of
the
Company.
|
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3
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A
confirmation from Xxxxxx US in relation to the continuation of its
obligations under the Parent Guarantee and the Security Interests
pursuant
to the Share Mortgage and notwithstanding the merger of Xxxxxx US
and
Xxxxxx Holdings, Inc.
|
|
4
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Copies
of such other deeds, documents, consents or authorities as it requires
having regard to the transactions contemplated by this Supplemental
Agreement and the reasonable requirements of Burdale to protect its
interests as a lender.
|
Signatories
The
Company
Xxxxxx
International Limited
| By: | /ss/ Xxxx X. Xxxxxxxx | |
Burdale
Burdale
Financial Limited
| By: | /ss/ Xxxxx XxXxxxxx | |
| /ss/ Xxxxx Xxxxxx |
