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[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.
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"Existing Credit Agreement" is defined in the first recital.
"First Amendment Effective Date" is defined in Subpart 3.1.
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
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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
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.
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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.
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
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(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 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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