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EXHIBIT 10.20
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of March 19, 1998, 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, 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. The Credit Agreement has been amended by an Amendment to
Transaction Documents dated as of November 26, 1997 and an Amendment to
Transaction Documents dated as of December 19, 1997.
B. The parties hereto desire to amend further the Credit Agreement as
set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. AMENDMENT RELATING TO THE REQUIRED RATE HEDGE. Section
6.12(a) is hereby amended by deleting the first sentence thereof and replacing
it with the following:
The Borrower shall, not later than December 31, 1998, enter into one or
more Interest Rate Hedging Agreements on such terms as shall be
reasonably satisfactory to the Administrative Agent and which (when
taken together with the Borrower's obligations under the Term Loans)
have the economic effect of fixing the Borrower's effective interest
cost on at least 50% of the scheduled outstanding principal amount of
Term Loans (taking into account any prepayments of the Term Loans
before October 15, 1998) for the period through and including the
thirteenth Quarterly Amortization Date.
SECTION 2. AMENDMENT RELATING TO PERMITTED LOANS, ADVANCES AND
INVESTMENTS. Section 7.05(e) of the Credit Agreement is hereby amended to by
deleting the term "$50,000,000" and replacing it with the term "$100,000,000."
SECTION 3. EFFECTIVENESS AND EFFECT, ETC. This Amendment shall become
effective when Mellon Bank, N.A., as Administrative Agent, shall have received
counterparts hereof duly executed by the Borrower and the Administrative Agent,
and consents hereto duly executed by the Required Lenders (as defined in the
Credit Agreement). The Credit Agreement, as amended by the Amendments to
Transaction Documents dated as of November 26, 1997 and December 19, 1997 and as
further 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.
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SECTION 4. 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 principles. This Amendment is a
requested amendment within the meaning of Section 10.06(a)(ii) of the Credit
Agreement.
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/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Senior Vice President
