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EXHIBIT 10.18
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of November 26, 1997, by and among KENNAMETAL
INC., a Pennsylvania corporation (the "Borrower"), the Lenders party to the
Credit Agreement referred to below, and MELLON BANK, N.A., as Administrative
Agent under such Credit Agreement.
RECITALS:
A. The Borrower has entered into a Credit Agreement (as amended hereby,
the "Credit Agreement") dated as of November 17, 1997 among the Borrower, the
Lenders parties thereto from time to time, and Mellon Bank, N.A., as
Administrative Agent.
B. The parties hereto desire to amend the Credit Agreement as set forth
herein.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. AMENDMENT TO THE CROSS-DEFAULT PROVISION FOR THE PURPOSE OF
EXTENDING THE POST-CLOSING GRACE PERIOD APPLICABLE TO THE $75,000,000 SENIOR
NOTES OF THE TARGET. Section 8.01(f)(i) of the Credit Agreement is amended by
deleting the proviso at the end thereof and replacing it with the following
proviso: "provided, that the foregoing clause (B) shall not apply to
Cross-Default Excepted Indebtedness until the 45th day after the Closing Date
(or, in the case of the Cross-Default Excepted Indebtedness described in
paragraph 1 of Schedule 8.01(f)(i), until the 90th day after the Closing Date),
and".
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become effective when Mellon
Bank, N.A., as Administrative Agent, shall have received counterparts hereof
duly executed by the Borrower, the Administrative Agent, and the Required
Lenders (as defined in the Credit Agreement).
(b) EFFECT. The Credit Agreement, as amended hereby, is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed. Except to the extent expressly set forth herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy under the Credit Agreement or constitute a waiver of
any provision of the Credit Agreement.
SECTION 3. MISCELLANEOUS. This Amendment may be executed in any number
of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same document.
Section and other headings herein are for reference purposes only and shall not
affect the interpretation of this Amendment in any respect. This Amendment shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to choice of law rules. This Amendment is a
requested amendment within the meaning of Section 10.06(a)(ii) of the Credit
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
KENNAMETAL INC.
By /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Vice President and Treasurer
MELLON BANK, N.A.,
individually and as Administrative Agent
By /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ M. XXXXX XXXXXX
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M. Xxxxx Xxxxxx
Director
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ XXXX-XXXXX XXXXXX
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Xxxx-Xxxxx Xxxxxx
Director
By /s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
Director
PNC BANK, NATIONAL ASSOCIATION
By /s/ XXXXXXXX X. XXXXXX
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Xxxxxxxx X. Xxxxxx
Vice President
