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Exhibit 4.10
, dated as of January ___, 1998 (the
"") by and between Kennametal Inc., a Pennsylvania
corporation ("Kennametal" or the "Company"), Kennametal Financing I, a Delaware
statutory business trust (the "Trust"),The First National Bank of Chicago, a
national banking association, not individually but solely as Purchase Contract
Agent and as attorney-in-fact of the holders of Purchase Contracts (each as
defined in the Purchase Contract Agreement (as defined herein)), and Xxxxxxx
Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the
"Remarketing Agent").
WITNESSETH:
WHEREAS, the Company will issue an aggregate Stated Amount
$225,000,000 of its FELINE PRIDES (the "FELINE PRIDES") under the Purchase
Contract Agreement, dated as of January ___, 1998, by and between the Purchase
Contract Agent and the Company (the "Purchase Contract Agreement"); and
WHEREAS, the Trust will issue concurrently in connection with
the issuance of the FELINE PRIDES___% Trust Originated Preferred Securities (the
"Preferred Securities") in an aggregate stated liquidation amount of
$225,000,000, under the Amended and Restated Agreement of Trust, dated as of
January ___, 1998, by and among the Company, the Regular Trustees, the Delaware
Trustee and the Institutional Trustee (the "Declaration"); and
WHEREAS, each FELINE PRIDES will initially consist of a unit
(referred to as an "Income PRIDES") with a Stated Amount of $50 comprised of (a)
a Purchase Contract under which (i) the holder is required to purchase from the
Company, for an amount in cash equal to the Stated Amount, newly issued Common
Stock of the Company on the Purchase Contract Settlement Date, and (ii) the
Company will pay Contract Adjustment Payments, and (b) either beneficial
ownership in one Preferred Security or the Applicable Ownership Interest in the
Treasury Portfolio; and
WHEREAS, the sole assets of the Trust, $232,000,000 aggregate
principal amount of ___% Debentures due February 16, 2003 (the "Debentures") of
the Company will be purchased by the Trust from the Company with the proceeds of
the sale of the Preferred Securities and the proceeds of the sale of the common
securities of the Trust (the "Common Securities" and, together with the
Preferred Securities, the "Trust Securities"); and
WHEREAS, the Preferred Securities (or upon a dissolution of
the Trust and the distribution of the Debentures as described in the
Declaration, such Debentures) will be pledged pursuant to the Pledge Agreement
(the "Pledge Agreement"), dated as of January ___, 1998, by and between the
Company, The Chase Manhattan Bank, as collateral agent (the "Collateral Agent")
and the Purchase Contract Agent, to secure an Income PRIDES holder's obligations
under the related Purchase Contract on the Purchase Contract Settlement Date;
and
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WHEREAS, the Preferred Securities or the Debentures, as the
case may be, of such Income PRIDES holders who have elected not to settle the
Purchase Contracts related to their Income PRIDES from the proceeds of a Cash
Settlement and who have not early settled their Purchase Contracts, will be
remarketed by the Remarketing Agent on the third Business Day immediately
preceding the Purchase Contract Settlement Date; and
WHEREAS, the applicable distribution rate on the Preferred
Securities (and, thus, the interest rate on the Debentures) that remain
outstanding on and after the Purchase Contract Settlement Date will be reset on
the third Business Day immediately preceding the Purchase Contract Settlement
Date, to the Reset Rate to be determined by the Reset Agent as the rate that
such Preferred Securities (and, thus the Debentures) should bear in order to
have an approximate market value of 100.5% of the aggregate stated liquidation
amount of the Preferred Securities or the aggregate principal amount of the
Debentures on the third Business Day immediately preceding the Purchase Contract
Settlement Date, provided that in the determination of such Reset Rate, the
Company may limit the Reset Spread (a component of the Reset Rate) to be no
higher than 200 basis points (2%); and
WHEREAS, the Company has requested Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") to act as
the Reset Agent and as the Remarketing Agent, and as such to perform the
services described herein; and
WHEREAS, Xxxxxxx Xxxxx is willing to act as Reset Agent and
Remarketing Agent and as such to perform such duties on the terms and conditions
expressly set forth herein;
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not defined
in this Agreement shall have the meanings assigned to them in the Purchase
Contract Agreement or, if not therein stated, the Declaration or the Pledge
Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
The Company hereby appoints Xxxxxxx Xxxxx and Xxxxxxx Xxxxx hereby accepts such
appointment, (i) as the Reset Agent to determine in consultation with the
Company, in the manner provided for in the Declaration with respect to the Trust
Securities and the Indenture with respect to the Debentures, the Reset Rate,
that in the opinion of the Reset Agent, will, when applied to the Trust
Securities (and, thus, the Debentures), enable a Trust Security (and, thus, a
Debenture), to have an approximate market value of approximately 100.5% of the
aggregate stated liquidation amount in the case of such Trust Security and the
aggregate principal amount in the case of such Debenture, and (ii) as the
exclusive Remarketing Agent to remarket the Preferred Securities, or the
Debentures, as the case may be, provided that the Company may limit such Reset
Rate to be no higher than the rate on the Two-Year Benchmark Treasury plus 200
basis points (2%), as the case may be, of such Income PRIDES holders who have
not early settled the related Purchase Contracts and have failed to notify the
Purchase Contract Agent, on or prior to the fifth Business Day immediately
preceding the Purchase Contract Settlement Date, of their intention to settle
the related Purchase Contracts through Cash Settlement, for settlement on the
Purchase Contract Settlement Date, pursuant to the Remarketing Purchase
Agreement with the Company, the Trust and the Purchase Contract Agent,
substantially in
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the form attached hereto as Exhibit A (with such changes as the Company, the
Purchase Contract Agent and the Remarketing Agent may agree upon, it being
understood that changes may be necessary in the representations, warranties,
covenants and other provisions of the Remarketing Purchase Agreement due to
changes in law or facts and circumstances). Pursuant to the Remarketing Purchase
Agreement, the Remarketing Agent, either as the sole remarketing underwriter or
as the representative of a syndicate including the Remarketing Agent and one or
more other remarketing underwriters designated by the Remarketing Agent, will
agree, subject to the terms and conditions set forth therein, that the
Remarketing Agent and any such other remarketing underwriters will purchase
severally the Preferred Securities or the Debentures, as the case may be, to be
sold by the holder or holders of Income PRIDES on the third Business Day
immediately preceding the Purchase Contract Settlement Date and use their
reasonable efforts to remarket such Preferred Securities or the Debentures, as
the case may be, (such purchase and remarketing being hereinafter referred to as
the "Remarketing"), at a price of approximately 100.5% of such Preferred
Securities aggregate stated liquidation amount plus any accrued and unpaid
distributions (including any deferred distributions) and in the case of
Debentures, at a price of approximately 100.5% of such Debentures aggregate
principal amount plus any accrued and unpaid interest (including any deferred
interest). Notwithstanding the preceding sentence, the Remarketing Agent shall
not remarket any Preferred Securities or Debentures, as the case may be, for a
price less than 100% of the aggregate stated liquidation amount or aggregate
principal amount of such Preferred Securities or Debentures, respectively, plus
accumulated and unpaid distributions or accrued and unpaid interest, as the case
may be. The proceeds of such remarketing shall be paid to the Collateral Agent
in accordance with Section 4.6 of the Pledge Agreement and Section 5.4 of the
Purchase Contract Agreement (each of which Sections are incorporated herein by
reference).
Section 3. Fees. With respect to the Remarketing, the
Remarketing Agent shall retain as Remarketing Fee an amount not exceeding 25
basis points (.25%), of the aggregate stated liquidation amount of the
remarketed securities from any amount received in connection with such
Remarketing in excess of the aggregate stated liquidation amount or aggregate
principal amount of such remarketed Preferred Securities or Debentures plus any
accrued and unpaid (including deferred) distributions or any accrued and unpaid
interest (including any deferred interest), as the case may be. In addition, the
Reset Agent shall receive from the Company a reasonable and customary fee as the
Reset Agent Fee (the "Reset Agent Fee"); provided, however, that if the
Remarketing Agent shall also act as the Reset Agent, then the Reset Agent shall
not be entitled to receive any such Reset Agent Fee. Payment of such Reset Agent
Fee shall be made by the Company on the third Business Day immediately preceding
the Purchase Contract Settlement Date in immediately available funds or, upon
the instructions of the Reset Agent by certified or official bank check or
checks or by wire transfer.
Section 4. Replacement and Resignation of Remarketing Agent.
(a) The Company may in its absolute discretion replace Xxxxxxx Xxxxx as the
Remarketing Agent and/or as the Reset Agent in its capacity hereunder by giving
notice prior to 3:00 p.m., New York City time, on the eleventh Business Day
immediately prior to the Purchase Contract Settlement Date. Any such replacement
shall become effective upon the Company's appointment of a successor to perform
the services that would otherwise be performed hereunder by the Remarketing
Agent and/or the Reset Agent. Upon providing such notice, the Company shall use
all reasonable efforts to appoint such a successor and to enter into a
with such successor as soon as reasonably practicable.
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(b) Xxxxxxx Xxxxx may resign at any time and be discharged
from its duties and obligations hereunder as the Remarketing Agent and/or as the
Reset Agent by giving notice prior to 3:00 p.m., New York City time, on the
eleventh Business Day immediately prior to the Purchase Contract Settlement
Date. Any such resignation shall become effective upon the Company's appointment
of a successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent and/or the Reset Agent. Upon receiving notice
from the Remarketing Agent and/or the Reset Agent that it wishes to resign
hereunder, the Company shall appoint such a successor and enter into a
with it as soon as reasonably practicable.
Section 5. Dealing in the Securities. The Remarketing Agent,
when acting hereunder or under the Remarketing Purchase Agreement or acting in
its individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Preferred Securities or Debentures, as the case
may be. With respect to any Preferred Securities or Debentures, as the case may
be, owned by it, the Remarketing Agent may exercise any vote or join in any
action with like effect as if it did not act in any capacity hereunder. The
Remarketing Agent, in its individual capacity, either as principal or agent, may
also engage in or have an interest in any financial or other transaction with
the Company as freely as if it did not act in any capacity hereunder.
Section 6. Registration Statement and Prospectus. In
connection with the Remarketing, if and to the extent required (in the opinion
of counsel for either the Remarketing Agent or the Company) by applicable law,
regulations or interpretations in effect at the time of such Remarketing, the
Company shall use its reasonable efforts to have a registration statement
relating to the Preferred Securities effective under the Securities Act of 1933
by the third Business Day immediately preceding the Purchase Contract Settlement
Date, shall furnish a current prospectus and/or prospectus supplement to be used
in such Remarketing by the remarketing underwriter or underwriters under the
Remarketing Purchase Agreement, and shall pay all expenses relating thereto.
Section 7. Conditions to the Remarketing Agent's Obligations.
(a) The obligations of the Remarketing Agent and any other remarketing
underwriters to purchase and remarket the Preferred Securities or the
Debentures, as the case may be, shall be subject to the terms and conditions of
the Remarketing Purchase Agreement.
(b) If at any time during the term of this Agreement, any
Indenture Event of Default or Declaration Event of Default, or event that with
the passage of time or the giving of notice or both would become an Indenture
Event of Default or Declaration Event of Default, has occurred and is continuing
under the Indenture or the Declaration, then the obligations and duties of the
Remarketing Agent under this Agreement shall be suspended until such default or
event has been cured. The Company will cause the Indenture Trustee and the
Institutional Trustee to give the Remarketing Agent notice of all such defaults
and events of which the Trustee is aware.
Section 8. Termination of . This
Agreement shall terminate as to the Remarketing Agent on the effective date of
its replacement pursuant to Section 4(a) hereof or pursuant to Section 4(b)
hereof. Notwithstanding any such termination, the obligations set forth in
Section 3 hereof shall survive and remain in full force and effect until all
amounts payable under said Section 3 shall have been paid in full.
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Section 9. Remarketing Agent's Performance; Duty of Care. The
duties and obligations of the Remarketing Agent hereunder shall be determined
solely by the express provisions of this Agreement and the Remarketing Purchase
Agreement.
Section 10. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
Section 11. Term of Agreement. Unless otherwise terminated in
accordance with the provisions hereof and except as otherwise provided herein,
this Agreement shall remain in full force and effect from the date hereof until
the first day thereafter on which no Preferred Securities are outstanding.
Section 12. Successors and Assigns. The rights and obligations
of the Company hereunder may not be assigned or delegated to any other person
without the prior written consent of Xxxxxxx Xxxxx as the Remarketing Agent
and/or as the Reset Agent. The rights and obligations of Xxxxxxx Xxxxx as the
Remarketing Agent and/or as the Reset Agent hereunder may not be assigned or
delegated to any other person without the prior written consent of the Company.
This Agreement shall inure to the benefit of and be binding upon the Company and
Xxxxxxx Xxxxx as the Remarketing Agent and/or as the Reset Agent and their
respective successors and assigns. The terms "successors" and "assigns" shall
not include any purchaser of Securities merely because of such purchase.
Section 13. Headings. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed
that such section headings are not a part of this Agreement and will not be used
in the interpretation of any provision of this Agreement.
Section 14. Severability. If any provision of this Agreement
shall be held or deemed to be or shall, in fact, be invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule or
public policy or for any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case, circumstances or jurisdiction, or of rendering
any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatsoever.
Section 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. Amendments. This Agreement may be amended by any
instrument in writing signed by the parties hereto.
Section 17. Notices. Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing. All written notices and confirmations of notices by telecommunication
shall be deemed to have been validly given or made when delivered or mailed,
registered or certified mail, return receipt requested and postage prepaid. All
such notices, requests, consents or
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other communications shall be addressed as follows: if to the Company, to
Kennametal Inc., Corporate Headquarters, State Xxxxx 000 Xxxxx, X.X. Xxx 000,
Xxxxxxx, XX 00000-0000, Attention: ___________; if to the Remarketing Agent or
Reset Agent (if Xxxxxxx Xxxxx & Co. is the Remarketing Agent or the Reset
Agent), to c/o Merrill Xxxxx & Co. at Xxxxxxx Xxxxx World Headquarters, World
Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx
Xxxxxxx, Managing Director, with a copy to Skadden, Arps, Slate Xxxxxxx & Xxxx
LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx; and if
to the Purchase Contract Agent, to The First National Bank of Chicago, Corporate
Trust Services Division, One First Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX
00000-0000, or to such other address as any of the above shall specify to the
other in writing.
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IN WITNESS WHEREOF, each of the Company and the Remarketing
Agent has caused this Agreement to be executed in its name and on its behalf by
one of its duly authorized officers as of the date first above written.
KENNAMETAL, INC.
By: _______________________________________________
Name:
Title:
KENNAMETAL FINANCING I
By: _______________________________________________
Name:
Title:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX
INCORPORATED
ONFIRMED AND ACCEPTED:
By: _______________________________________________
Authorized Signatory
THE FIRST NATIONAL BANK OF CHICAGO
By : _____________________________
Name:
Title:
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Exhibit A to
FORM OF REMARKETING PURCHASE AGREEMENT
Xxxxxxx Xxxxx & Co., Xxxxxxx Xxxxx, Pierce, Fenner, & Xxxxx
Incorporated (the "Remarketing Underwriter") hereby agrees to purchase the
securities (the "Securities") as set forth in Schedule I hereto, that have been
tendered by the holders of the Income PRIDES for sale on February ____, 2001.
1. Definitions. Capitalized terms used and not defined in this
Agreement shall have the meanings assigned to them in the purchase contract
agreement (the "Purchase Contract Agreement"), the pledge agreement (the "Pledge
Agreement"), the purchase agreement (the "Purchase Agreement"), the amended and
restated declaration agreement of trust (the "Declaration") and the indenture
(the "Indenture"), each as identified in Schedule I hereto.
2. Registration Statement and Prospectus. If required (in the opinion
of counsel to either the Remarketing Underwriter or the Company) by applicable
law, the Company and the Trust have filed with the Securities and Exchange
Commission, and there has become effective, a registration statement on Form S-3
(No. 333-40809), including a prospectus, relating to the Securities. Such
registration statement, as amended to the date of this Agreement, is hereinafter
referred to as the "Registration Statement", the prospectus included in the
Registration Statement is hereinafter referred to as the "Basic Prospectus" and
the Basic Prospectus, as amended or supplemented to the date of this Agreement
to relate to the Securities and to the remarketing of the Securities, is
hereinafter referred to as the "Final Prospectus" (including in each case all
documents incorporated by reference).
3. Provisions Incorporated by Reference.
(a) Subject to Section 3(b), the provisions of the following
sections of the Purchase Agreement shall be incorporated in their entirety into
this Agreement and made applicable to the obligations of the Remarketing
Underwriter, except as explicitly amended hereby: Sections [1, 3, 4, 5, 6 and
7.]
(b) With respect to the provisions of the Purchase Agreement
incorporated herein, for the purposes hereof, (i) all references therein to the
"Underwriter" or "Underwriters" or the "Representative" or "Representatives", as
the case may be, shall be deemed to refer to the Remarketing Underwriter; (ii)
all references therein to the "Securities" which are the subject thereof shall
be deemed to refer to the Securities as defined herein; (iii) all references
therein to the "Closing Date" shall be deemed to refer to the Remarketing
Closing Date specified in Schedule I hereto (the "Remarketing Closing Date");
(iv) all references therein to the "Registration Statement" the "Basic
Prospectus" and the "Final Prospectus" shall be deemed to refer to the
Registration Statement, the Basic Prospectus and the Final Prospectus,
respectively, as defined herein;[ (v) reference to the Company in Section 3(i)
thereof is stricken and replaced with the phrase "the registered holder"; (vi)
reference to "Income Prides" and "Shares" in Section 3(m) thereof is stricken
and replaced with either the words "Preferred Securities" or "Debentures", as
applicable; (vii) Sections 3(a) and 3(k) thereof are stricken in their entirety;
(viii) Sections 5(b)(1)(xiii) and 5(b)(2) (iv), (v), (vi), (vii) and (xi)
thereof
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are stricken in their entirety; (ix) Sections 5(b)(5) and 5(b)(8) are
stricken in their entirety; and (xi) Section 5(j) thereof is stricken in its
entirety].
4. Purchase and Sale; Remarketing Underwriting Fee. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth or incorporated herein, the Remarketing Underwriter agrees to
purchase from the registered holder or holders thereof in the manner specified
in Section 5 hereof, the principal amount of Securities set forth in Schedule I
hereto at a purchase price not less than 100% of such Securities, aggregate
stated liquidation amount or aggregate principal amount, as the case may be,
plus any accrued and unpaid distributions or interest, as applicable, thereon.
In connection therewith, the registered holder or holders thereof agree, in the
manner specified in Section 5 hereof, to pay to the Remarketing Underwriter a
Remarketing underwriting Fee equal to an amount not exceeding 25 basis points
(.25%), from any amount received in connection from such Remarketing in excess
of the aggregate stated liquidation amount or aggregate principal amount, as the
case may be, of the Securities.
5. Delivery and Payment. Delivery of payment for the remarketed
Securities and payment of the Remarketing Underwriting Fee shall be made on the
Remarketing Closing Date at the location and time specified in Schedule I hereto
(or such later date not later than five business days after such date as the
Remarketing representatives shall designate), which date and time may be
postponed by agreement between the Remarketing Underwriter, the Company, the
Trust and the [registered holder or holders thereof]. Delivery of the remarketed
Securities and payment of the Remarketing [Underwriting] Fee shall be made to
the Remarketing Underwriter [to or upon the order of the [registered holder or
holders of the Remarketed Securities] by certified or official bank check or
checks drawn on or by a New York Clearing House bank and payable in immediately
available funds] [in immediately available funds by wire transfer to an account
or accounts designated by the [Company] [Trustee] [registered holder or holders
of the remarketed Securities]] or, if the remarketed Securities are represented
by a Global Security, by any method of transfer agreed upon by the Remarketing
Underwriter and the Depositary for the Securities under the Declaration or
Indenture, as applicable.
[It is understood that any registered holder or, if the Securities are
represented by a Global Security, any beneficial owner, that has an account at
the Remarketing Underwriter and tenders its Securities through such account will
not be required to pay any fee or commission to the Remarketing Underwriter.]
If the Securities are not represented by a Global Security,
certificates for the Securities shall be registered in such names and
denominations as the Remarking Representatives may request not less than three
full business days in advance of the Remarketing Closing Date, and the Company,
the Trust and the [registered holder or holders thereof] agree to have such
certificates available for inspection, packaging and checking by the Remarketing
Underwriter in New York, New York not later than 1:00 p.m. on the Business Day
prior to the Remarketing Closing Date.
6. Notices. Unless otherwise specified, any notices, requests, consents
or other communications given or made hereunder or pursuant hereto shall be made
in writing or transmitted by any standard form of telecommunication, including
telephone, telegraph or telecopy, and confirmed in writing. All written notices
and confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt
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requested and postage prepaid. All such notices, requests, consents or other
communications shall be addressed as follows: if to the Company, to Kennametal
Inc., Corporate Headquarters, State Route, 981 South, X.X. Xxx 000, Xxxxxxx, XX
00000-0000; if to the Remarketing Agent or Reset Agent, to c/o Merrill Xxxxx &
Co. at Xxxxxxx Xxxxx World Headquarters, World Financial Center, Xxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, Managing Director, with a
copy to Skadden, Arps, Slate Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Xxxx Xxxxxx; and if to the Purchase Contract Agent, to
The First National Bank of Chicago, Corporate Trust Services Division, One First
Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000, or to such other address as
any of the above shall specify to the other in writing.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Remarketing Underwriters.
Very truly yours,
KENNAMETAL INC.
By: _____________________________________
Name:
Title:
CONFIRMED AND ACCEPTED:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX
INCORPORATED
By: _____________________________________
Authorized Signatory
By : ____________________________________
Name:
Title:
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SCHEDULE I
Purchase Contract Agreement, dated as of
January ___, 1998 by and between Kennametal
Inc., a Pennsylvania corporation, and
The First National Bank of Chicago, a national banking
association
Pledge Agreement dated as of January ___, 1998 by and between Kennametal Inc., a
Pennsylvania corporation, The First National Bank of Chicago, a national
banking association, and
the Chase Manhattan Bank
Amended and Restated Agreement of Trust dated as of January ___, 1998 of
Kennametal Financing I, a Delaware business trust
Indenture dated as of January ___, 1998 by and between Kennametal Inc., a
Pennsylvania corporation, and The First National Bank of Chicago, a national
banking association
First Supplemental Indenture, dated as of December 8, 1997 by and between
Kennametal Inc., a Pennsylvania corporation, and The First National Bank of
Chicago, a national banking association
Registration Statement No. 333-40809
Title of Securities: _____% Trust Originated Preferred
Securities of Kennametal Financing I
Principal Amount of Securities: $
Purchase Agreement, dated as of January __, 1998, among Kennametal Inc.,
Kennametal Financing Trust I and Xxxxxxx Xxxxx & Co. _____________
Remarketing [Underwriting] Fee: %($ )
Remarketing Closing Date, Time and Location:
A-5
