-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJ6KxD27pmp+PelH0U/H80SNuFKjZKZPac1VFt3lrX9Cty6SfLwgbXsbHewqRs3d QKQKN1JlAVOGc7Hhb6ZvnQ== 0001014858-97-000095.txt : 19971120 0001014858-97-000095.hdr.sgml : 19971120 ACCESSION NUMBER: 0001014858-97-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971119 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENFIELD INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000906419 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 042917072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21828 FILM NUMBER: 97723821 BUSINESS ADDRESS: STREET 1: 2743 PERIMETER PARKWAY STREET 2: BLDG ONE HUNDRES STE 100 CITY: AUGUSTA STATE: GA ZIP: 30809-8625 BUSINESS PHONE: 7068637708 MAIL ADDRESS: STREET 1: 470 OLD EVANS RD CITY: EVANS STATE: GA ZIP: 30809-8625 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 17, 1997 GREENFIELD INDUSTRIES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-21828 04-2917072 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2743 Perimeter Parkway 30909 Building One Hundred, Suite 100 (Zip Code) Augusta, Georgia (Address of Principal Executive Offices) Registrant's telephone number, including area code (706) 863-7708 (Former Name or Former Address, if Changed Since Last Report) Item 1. Changes in Control of Registrant (a) On November 17, 1997, Kennametal Inc., a Pennsylvania corporation ("Parent"), announced that its wholly-owned subsidiary, Kennametal Acquisition Corp., a Delaware corporation ("Purchaser"), had accepted for payment 16,179,976, or approximately 98%, of the outstanding shares of common stock, par value $0.01 per share, including the associated preferred stock purchase rights issued pursuant to the Restated Rights Agreement between the Greenfield Industries, Inc. (the "Company" or the "Registrant") and First Chicago Trust Company of New York, as Rights Agent, dated as of February 6, 1996, as amended on October 10, 1997 (the "Shares"), of the Company, tendered in response to Purchaser's tender offer (the "Offer") for all outstanding Shares of the Company at a price of $38.00 per Share, net to the seller in cash, without interest thereon, less any required withholding taxes. The Offer expired, as scheduled, at 12:00 midnight, New York City time, on Friday, November 14, 1997. The Offer, commenced on October 17, 1997, was made pursuant to an Agreement and Plan of Merger, dated as of October 10, 1997 (the "Merger Agreement"), by and among Parent, Purchaser and the Company. The merger of the Purchaser into the Company (the "Merger") occurred on November 18, 1997. In accordance with Delaware law, Purchaser, as the beneficial owner of at least 90% of the outstanding Shares of the Company, was able to effect the Merger without a meeting of the stockholders of the Company. Holders of Shares which were not tendered in the Offer have statutory appraisal rights under Delaware law with respect to the Merger. Each Share of the Company outstanding which was not tendered and purchased pursuant to the Offer and with respect to which appraisal is not properly demanded by virtue of the Merger has been canceled and converted automatically into and represents the right to receive $38.00 per Share, net to such holder in cash, without interest thereon, less any required withholding taxes, upon the surrender of the certificate formerly representing such Share. The Company has been advised by Purchaser and Parent that the total amount of funds required by Purchaser to purchase all Shares on a fully diluted basis is approximately $780 million. The total amount of funds required to consummate the Offer and the Merger, to refinance certain of the Company's and Parent's existing indebtedness, and to pay related fees and expenses is estimated by Purchaser to be approximately $1.1 billion. The Company has been advised that Parent obtained the funds necessary for the foregoing and for Parent's, the Company's and their respective subsidiaries' working capital and capital expenditure requirements and general corporate purposes pursuant to a credit facility (the "Credit Agreement") entered into between Parent and Mellon Bank, N.A., as Administrative Agent, and, as initial lenders, BankBoston, N.A., Deutsche Bank AG, New York Branch and/or Cayman Islands Branch and PNC Bank, National Association providing for up to $1.4 billion in the aggregate in the form of a revolving credit facility and a term loan facility, substantially on the terms set forth in Section 10 ("Source and Amount of Funds") on pages 15-16 of the Offer to Purchase, a copy of the form of which is attached as Exhibit (a)(1) to the Schedule 14D-1 and which Section 10 is incorporated herein by reference. As a result of the consummation of the Merger, the directors of Purchaser are the directors of the Company until their successors have been duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the Company' Certificate of Incorporation and By-Laws. (b) In connection with the Credit Agreement, Purchaser pledged, on the date of the Merger, all of the shares of common stock, par value $0.01 per share (the "Survivor Shares"), of Greenfield Industries, Inc., as the surviving corporation of the Merger (the "Surviving Corporation"), to Mellon Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement). In the event the Secured Parties were to foreclose their security interest in the Survivor Shares, a change in control with respect to the Surviving Corporation would result. To the knowledge of the Surviving Corporation, there are no other arrangements, including any pledge by any person of securities of the Surviving Corporation, the operation of which may at a subsequent date result in a change in control of the Surviving Corporation. Item 7. Exhibits (c) Exhibits Exhibit No. Description ----------- ----------- 10.1 Guaranty and Suretyship Agreement, dated as of November 17, 1997, made by the Subsidiary Guarantor named therein in favor of Mellon Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit (b)(3) of the Schedule 14D-1 filed by Parent on October 17, 1997, as amended (the "Schedule 14D-1")). 10.2 Additional Subsidiary Guarantor Supplement by the Company dated as of November 18, 1997. 10.3 Subsidiary Pledge Agreement by the Company dated as of November 18, 1997. 10.4 Borrower Pledge Agreement, dated as of November 17, 1997, made by Parent, as Guarantor, in favor of Mellon Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit (b)(4) of the Schedule 14D-1). 10.5 Additional Designated Collateral Supplement by Parent dated as of November 18, 1997. 10.6 Agreement and Plan of Merger, dated as of October 10, 1997, by and among Parent, Purchaser and the Company (incorporated herein by reference to Exhibit 1 of the Schedule 14D-9). 10.7 Credit Agreement, dated as of November 17, 1997, by and among Parent, as Borrower, the Lender Parties named therein, and Mellon Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit (b)(2) of the Schedule 14D-1). 99.1 Press Release, dated November 17, 1997, by Parent regarding completion of the Offer (incorporated herein by reference to Exhibit (a)(12) to Amendment No. 4, dated November 17, 1997 to the Tender Offer Statement on Schedule 14D-1, dated October 17, 1997, as amended, filed by Parent and Purchaser). 99.2 Section 10 ("Source and Amount of Funds") on pages 15- 16 of the Offer to Purchase (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-1). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GREENFIELD INDUSTRIES, INC. Date: November 18, 1997 By: /s/ Gary L. Weller ---------------------------------- Gary L. Weller Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 10.1 Guaranty and Suretyship Agreement, dated as of November 17, 1997, made by the Subsidiary Guarantor named therein in favor of Mellon Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit (b)(3) of the Schedule 14D-1 filed by Parent on October 17, 1997, as amended (the "Schedule 14D-1")). 10.2 Additional Subsidiary Guarantor Supplement by the Company dated as of November 18, 1997. 10.3 Subsidiary Pledge Agreement by the Company dated as of November 18, 1997. 10.4 Borrower Pledge Agreement, dated as of November 17, 1997, made by Parent, as Guarantor, in favor of Mellon Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit (b)(4) of the Schedule 14D-1). 10.5 Additional Designated Collateral Supplement by Parent dated as of November 18, 1997. 10.6 Agreement and Plan of Merger, dated as of October 10, 1997, by and among Parent, Purchaser and the Company (incorporated herein by reference to Exhibit 1 of the Schedule 14D-9). 10.7 Credit Agreement, dated as of November 17, 1997, by and among Parent, as Borrower, the Lender Parties named therein, and Mellon Bank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit (b)(2) of the Schedule 14D-1). 99.1 Press Release, dated November 17, 1997, by Parent regarding completion of the Offer (incorporated herein by reference to Exhibit (a)(12) to Amendment No. 4, dated November 17, 1997 to the Tender Offer Statement on Schedule 14D-1, dated October 17, 1997, as amended, filed by Parent and Purchaser). 99.2 Section 10 ("Source and Amount of Funds") on pages 15- 16 of the Offer to Purchase (incorporated herein by reference to Exhibit (a)(1) to the Schedule 14D-1). EX-10.1 2 EXHIBIT 10.1 - ADDITIONAL SUBSIDIARY GUARANTOR ADDITIONAL SUBSIDIARY GUARANTOR SUPPLEMENT THIS SUPPLEMENT to the Guaranty and Suretyship Agreement dated as of November 18, 1997 made by the Subsidiary Guarantors referred to therein in favor of Mellon Bank, N.A., as Collateral Agent (such Guaranty and Suretyship Agreement, as amended, modified or supplemented, being referred to as the "Subsidiary Guaranty"). Recitals: A. Capitalized terms used herein and not otherwise defined shall have the meanings given them in, or by reference in, the Subsidiary Guaranty. B. The Subsidiary Guaranty contemplates that a Person may become party to the Subsidiary Guaranty as an additional Subsidiary Guarantor. The Person executing this Supplement as Subsidiary Guarantor below (the "Additional Subsidiary Guarantor") desires to become party to the Subsidiary Guaranty as a Subsidiary Guarantor. NOW, THEREFORE, the Additional Subsidiary Guarantor , intending to be legally bound hereby, represents, warrants and covenants to the Secured Parties and the Loan Parties as follows: Section 1. Joinder. (a) The Additional Subsidiary Guarantor hereby becomes party to the Subsidiary Guaranty as a Subsidiary Guarantor thereunder, and agrees that it shall be subject to and bound by all of the provisions thereof. (b) Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor acknowledges and agrees that the provisions of the Collateral Agency Agreement are supplemental to the provisions of the Subsidiary Guaranty, as provided in the Collateral Agency Agreement. The Additional Subsidiary Guarantor consents and agrees to the terms of the Collateral Agency Agreement, and acknowledges and agrees that, by becoming party to the Subsidiary Guaranty, the Additional Subsidiary Guarantor is and shall be party to the Collateral Agency Agreement and shall be subject to and bound by all of the provisions of the Collateral Agency Agreement. The Additional Subsidiary Guarantor acknowledges receipt of a copy of the Collateral Agency Agreement. Section 2. Warranties, etc. The Additional Subsidiary Guarantor hereby represents and warrants to each Secured Party that each of the representations and warranties set forth in Article III of the Subsidiary Guaranty is true and correct, insofar as such provisions relate to the Additional Subsidiary Guarantor or any Subsidiary of the Additional Subsidiary Guarantor, after giving effect to this Supplement. Section 3. Governing Law. This Supplement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law. Section 4. Execution in Counterparts. This Supplement may be executed by the Additional Subsidiary Guarantor in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one and the same agreement. IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has duly executed this Supplement. GREENFIELD INDUSTRIES, INC. as Subsidiary Guarantor By/s/James E. Morrison ------------------------------- Name: James E. Morrison Title: Vice President and Assistant Treasurer Address: State Route 981 South P. O. Box 231 Latrobe, Pennsylvania 15650 Attn: James E. Morrison Telephone: 412-539-5180 Facsimile: 412-539-4668 Telex: (Answerback: ) Date: November 18, 1997 EX-10.2 3 EXHIBIT 10.2 - SUBSIDIARY PLEDGE AGREEMENT _______________________________________________________________________________ _______________________________________________________________________________ SUBSIDIARY PLEDGE AGREEMENT dated as of November 18, 1997 made by GREENFIELD INDUSTRIES, INC., as Grantor, in favor of MELLON BANK, N.A., as Collateral Agent _______________________________________________________________________________ _______________________________________________________________________________ Table of Contents Section Title Page ARTICLE I DEFINITIONS 1.01 Definitions.................................... 1 1.02 UCC Definitions................................ 2 ARTICLE II THE SECURITY 2.01 Grant of Security ............................. 2 2.02 Continuing Agreement........................... 2 2.03 Additional Releases in Certain Circumstances... 2 2.04 Execution of this Agreement.................... 3 ARTICLE III REPRESENTATIONS AND WARRANTIES 3.01 Title........................................... 3 3.02 Validity, Perfection and Priority............... 3 3.03 Governmental Approvals and Filings.............. 3 3.04 Offices, etc.................................... 4 3.05 Names, etc...................................... 4 3.06 Taxes, etc...................................... 4 3.07 Designated Subsidiaries and Designated Pledged Shares............................... 4 3.08 Margin Stock.................................... 4 3.09 Representations and Warranties Remade at Each Extension of Credit...................... 4 ARTICLE IV COVENANTS 4.01 Transfers and Other Liens, etc.; Additional Designated Subsidiaries, etc................. 5 4.02 Change in Name, etc............................. 5 4.03 Certain Covenants............................... 6 4.04 Further Assurances.............................. 7 ARTICLE V CERTAIN RIGHTS AND REMEDIES OF THE SECURED PARTIES 5.01 Collateral Agent May Perform.................... 8 5.02 No Duty to Exercise Powers...................... 8 5.03 Duties of Collateral Agent...................... 8 5.04 Power of Attorney............................... 8 5.05 Certain Remedies................................ 9 5.06 Application of Payments......................... 10 5.07 Registration Rights............................. 10 ARTICLE VI MISCELLANEOUS 6.01 Amendments, etc................................. 11 6.02 No Implied Waiver; Remedies Cumulative.......... 11 6.03 Notices......................................... 11 6.04 Indemnity and Expenses.......................... 11 6.05 Entire Agreement................................ 11 6.06 Survival........................................ 12 6.07 Counterparts.................................... 12 6.08 Construction.................................... 12 6.09 Successors and Assigns.......................... 12 6.10 Collateral Agency Agreement..................... 12 6.11 Governing Law................................... 12 Schedule 3.04 Location of Offices, etc. Schedule 3.05 Names, etc. Schedule 3.07 Designated Subsidiaries and Designated Pledged Shares Annex A Form of Additional Designated Collateral Supplement Annex B Form of Opinion of Counsel to Grantor ii SUBSIDIARY PLEDGE AGREEMENT THIS AGREEMENT, dated as of November 18, 1997, made by GREENFIELD INDUSTRIES, INC., a Delaware corporation (the "Grantor"), in favor of MELLON BANK, N.A., as Collateral Agent under the Collateral Agency Agreement referred to below (in such capacity, together with its successors, the "Collateral Agent") for the Secured Parties (as defined in the Collateral Agency Agreement). Recitals: A. Kennametal Inc., a Pennsylvania corporation (the "Borrower") has entered into a Credit Agreement dated as of November 17, 1997 with the Lenders parties thereto from time to time and Mellon Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement"). The Grantor is a party to the Subsidiary Pledge Agreement (as defined in the Credit Agreement), pursuant to which, as Subsidiary Guarantor, the Grantor has guaranteed obligations of the Borrower under or in connection with the Credit Agreement and the other Obligations referred to in the Collateral Agency Agreement referred to below. B. The Borrower, certain Subsidiary Guarantors (as defined therein), certain Lender Parties (as defined therein), and certain Swap Parties, and Mellon Bank, N.A., as Collateral Agent, have entered into a Collateral Agency Agreement dated as of November 17, 1997 (as amended, modified or supplemented from time to time, the "Collateral Agency Agreement"). Pursuant to the Collateral Agency Agreement, the Collateral Agent has agreed to serve as the collateral agent for the Facility Parties (as defined therein) with respect to certain direct and indirect security (including this Agreement) for obligations of the Borrower under or in connection with the Credit Agreement and the other Obligations referred to in the Collateral Agency Agreement. NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Grantor hereby agrees as follows: Article I Definitions 1.01. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Collateral Agency Agreement or, if not defined therein, in the Credit Agreement. In addition to the other terms defined elsewhere in this Agreement, as used herein, the following terms shall have the following meanings: "Designated Pledged Shares" shall mean all shares of capital stock and other equity interests identified as such in Schedule 3.07, as such Schedule may be supplemented from time to time pursuant to this Agreement. "Designated Subsidiaries" shall mean the Persons identified as such in Schedule 3.07, as such Schedule may be supplemented from time to time pursuant to this Agreement. "Distributions" shall mean all property, rights and interests of any kind or nature (whether cash, securities or other) from time to time received, receivable or otherwise distributed with respect to or in exchange for any Collateral, including without limitation all cash, securities or other property received or receivable as dividends, or as a result of any stock splits, reclassifications, mergers or consolidations, or as any other distributions (whether similar or dissimilar to the foregoing), or as a result of exercise of any options, warrants or rights included in or associated with any Collateral, or as principal, interest or premium. "UCC" shall mean the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania from time to time. 1.02. UCC Definitions. Unless otherwise defined herein, terms defined in Article 8 or Article 9 of the UCC shall have the same meanings in this Agreement. Article II The Security 2.01. Grant of Security. As security for the full and timely payment and performance of the Obligations, the Grantor hereby assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a security interest in, all right, title and interest of the Grantor in, to and under the following, whether now or hereafter existing or acquired (the "Collateral"): (a) the Designated Pledged Shares, (b) all additional shares of stock of, and all other equity interests in, any Designated Subsidiary from time to time acquired by the Grantor in any manner; provided, that the Collateral shall at no time contain more than 65% of the voting stock of any Designated Subsidiary that is a Foreign Subsidiary except to the extent such voting stock constitutes Designated Pledged Shares; (c) all Distributions; and (d) all proceeds of any of the foregoing (including, without limitation, proceeds which constitute property of the types described in the foregoing clauses (a), (b) and (c)). All Collateral hereunder constitutes "Shared Collateral," as such term is used in the Collateral Agency Agreement. 2.02. Continuing Agreement. This Agreement creates a continuing Lien in the Collateral. The Collateral Agent shall release the Liens created hereby as provided in Section 6.08 of the Collateral Agency Agreement, and upon such release the Collateral Agent will, at the Grantor's request and expense, return to the Grantor, without any representations, warranties or recourse of any kind whatsoever (except as to Liens created by the Collateral Agent), such of the Collateral as then may be held by the Collateral Agent hereunder, and execute and deliver to the Grantor such documents as the Grantor may reasonably request to evidence such termination. 2.03. Additional Releases in Certain Circumstances. Upon any sale or other disposition of any item of Collateral in accordance with the terms of the Credit Agreement, the Collateral Agent will, at the Grantor's expense, execute and deliver to the Grantor such documents as the Grantor -2- may reasonably request to release such item of Collateral from the Lien granted hereby; provided, however, that (a) at the time of such request and such release no Event of Default or Potential Default shall have occurred and be continuing, (b) the Grantor shall have delivered to the Collateral Agent and the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the term of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form for release for execution by the Collateral Agent and a certification by the Grantor to the effect that the transaction is in compliance with the Secured Party Documents and as to such matters as the Collateral Agent may in good faith request, (c) the Administrative Agent shall not have given to the Collateral Agent prior to the proposed release a notice to the effect that the conditions set forth in this Section 2.03 have not been satisfied and specifically requesting that the Collateral Agent not effect such release, and (d) the proceeds of any such sale or other disposition required to be applied in accordance with Section 2.07 of the Credit Agreement, or any successor provision of similar import, shall be paid to, or in accordance with the instructions of, the Administrative Agent in accordance with the Credit Agreement. 2.04. Execution of this Agreement. The Grantor hereby represents and warrants to each Secured Party that each of the representations and warranties set forth in Article IV of the Credit Agreement is true and correct, insofar as such provisions relate to the Grantor, after giving effect to execution and delivery of this Agreement by the Grantor. Concurrently with the execution and delivery of this Agreement, the Grantor shall deliver to the Collateral Agent (i) an opinion of counsel for the Grantor (which counsel may be an employee of the Borrower or the Grantor) in substantially the form attached hereto as Annex B and covering such other matters relating to this Agreement as the Collateral Agent may reasonably request, and (ii) all documents which the Collateral Agent may reasonably request relating to the existence of the Grantor, the corporate authority for and the validity of this Agreement, and any other matters reasonably determined by the Collateral Agent to be relevant thereto, all in form and substance reasonably satisfactory to the Collateral Agent. Article III Representations and Warranties The Grantor hereby represents and warrants to each Secured Party as follows: 3.01. Title. The Grantor is the legal and beneficial owner of the Collateral, free and clear of any Lien, except for the security interest under this Agreement in favor of the Collateral Agent securing the Obligations. No effective financing statement or other item similar in effect covering any Collateral is on file in any recording office, except such as may be filed in favor of the Collateral Agent relating to this Agreement. 3.02. Validity, Perfection and Priority. This Agreement creates a valid assignment of and security interest in the Collateral in favor of the Collateral Agent securing the Obligations, which assignment and security interest has been duly perfected and is prior to all other Liens. All filings and other actions necessary or desirable to perfect and protect such assignment and security interest in favor of the Collateral Agent have been duly made and taken. 3.03. Governmental Approvals and Filings. No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority (including, without limiting the generality of the foregoing, any Government Authority in any jurisdiction in which a Designated -3- Subsidiary is organized) is or will be necessary (a) for the grant by the Grantor of the assignment of and security interest in the Collateral hereunder or for the execution, delivery or performance of this Agreement by the Grantor, (b) to ensure the validity, perfection or priority of the assignment of and security interest in the Collateral granted hereunder, or (c) for the exercise by the Collateral Agent of any of its rights or remedies hereunder, except for completion of such actions as may be required in connection with any disposition of Collateral constituting securities by Laws affecting the offering and sale of securities generally. 3.04. Offices, etc. Schedule 3.04 identifies as of the date hereof the address of the chief executive office of the Grantor and of each place of business of the Grantor in the jurisdiction containing its chief executive office. Schedule 3.04 also identifies all changes in the foregoing information during the one year period ending on the date hereof. 3.05. Names, etc. During the one year period ending on the date hereof, neither the Grantor nor any of its direct or indirect predecessors by merger, consolidation or other corporate reorganization is or has been known by or used any corporate or fictitious name or trade name (other than the corporate name of the Grantor as of the date hereof), nor has the Grantor or any such predecessor been the subject of any merger, consolidation or other corporate reorganization, nor has the Grantor or any such predecessor otherwise changed its name, identity or corporate structure, except as set forth in Schedule 3.05. For each such direct and indirect predecessor of the Grantor, Schedule 3.05 also identifies the addresses referred to in Section 3.04 for all times during such period. 3.06. Taxes, etc. There is no tax, levy, impost, deduction, charge, withholding or similar duty, tax or fee imposed on, or by virtue of the execution or delivery of, this Agreement or any other document to be furnished hereunder or in connection herewith. 3.07. Designated Subsidiaries and Designated Pledged Shares. The Designated Pledged Shares include all shares of capital stock of, and all other equity interests in, each Designated Subsidiary owned (beneficially or of record) by the Grantor; provided, that if the Designated Subsidiary which issued such Designated Pledged Shares is a Foreign Subsidiary, then, subject to Section 4.01(e), the Designated Pledged Shares need not include more than 65% of the voting stock of such Foreign Subsidiary. Schedule 3.07 accurately sets forth, for each class of capital stock or other equity interest to which Designated Pledged Shares belong, the total number of issued and outstanding shares or other equity interests of such class, the percentage of such total number of issued and outstanding shares or other equity interests represented by the Designated Pledged Shares, the Designated Subsidiary which is the issuer of such Designated Pledged Shares, and whether such Designated Subsidiary is a Foreign Subsidiary. The Designated Pledged Shares have been duly authorized and validly issued and are fully paid and nonassessable. All of the Designated Pledged Shares are certificated securities (unless expressly stated otherwise on Schedule 3.07). 3.08. Margin Stock. None of the Collateral is Margin Stock. 3.09. Representations and Warranties Remade at Each Extension of Credit. Each request (including any deemed request) by the Grantor for any extension of credit under any Secured Party Document shall be deemed to constitute a representation and warranty by the Grantor to the Secured Parties that the representations and warranties made by the Grantor in this Article III (other than Sections 3.04 and 3.05) are true and correct on and as of the date of such request with the same effect as though made on and as of such date. Failure by the Collateral Agent to receive notice from the Grantor to the contrary before any extension of credit under any Secured Party Document shall constitute a -4- further representation and warranty by the Grantor to the Secured Parties that the representations and warranties made by such Subsidiary Guarantor in this Article III (other than Sections 3.04 and 3.05) are true and correct on and as of the date of such extension of credit with the same effect as though made on and as of such date. Article IV Covenants 4.01. Transfers and Other Liens, etc.; Additional Designated Subsidiaries, etc. (a) Transfers. The Grantor shall not sell, assign, pledge, lease, transfer or otherwise dispose of any Collateral (voluntarily or involuntarily, by operation of Law or otherwise) in contravention of any provision of any other Secured Party Document (including but not limited to Section 7.07 of the Credit Agreement). (b) Other Liens. The Grantor shall not create or permit to exist any Lien on any Collateral (voluntarily or involuntarily, by operation of Law or otherwise). (c) Additional Shares. The Grantor shall cause each Designated Subsidiary not to issue any capital stock or other equity interests in Distributions on or in substitution for the Designated Pledged Shares issued by such Designated Subsidiary. All shares of capital stock and other equity interests in any Designated Subsidiary which the Grantor owns (beneficially or of record) from time to time shall constitute Collateral, and the Grantor shall immediately deliver to the Collateral Agent all certificates and instruments constituting or evidencing any such shares of capital stock and other equity interests; provided, that the Collateral shall at no time contain more than 65% of the voting stock of any Designated Subsidiary that is a Foreign Subsidiary except to the extent such voting stock constitutes Designated Pledged Shares.. (d) Additional Designated Subsidiaries. The Grantor from time to time may, and shall to the extent required by Section 6.13(b) of the Credit Agreement or otherwise in the Secured Party Documents, designate additional Designated Subsidiaries hereunder. Such designation shall be effected by the Grantor executing and delivering to the Collateral Agent an Additional Designated Collateral Supplement in the form of Annex A, duly completed in a manner satisfactory to the Collateral Agent. Such Additional Designated Collateral Supplement shall constitute a supplement to Schedule 3.07 to this Agreement. (e) Designated Subsidiary which Ceases to be a Foreign Subsidiary. In the event that a Designated Subsidiary ceases to be a Foreign Subsidiary, the Grantor shall forthwith notify the Collateral Agent of such event and submit and Additional Designated Collateral Supplement designating as additional Designated Pledged Shares hereunder, and pledge to the Collateral Agent for the benefit of the Secured Parties, all shares of stock of, and all other equity interests in, such Designated Subsidiary. 4.02. Change in Name, etc. The Grantor shall (a) not have, use or be known by any corporate or fictitious name or trade name (other than its corporate name as of the date hereof and names set forth in Schedule 3.04), nor be the subject of any merger, consolidation or other corporate reorganization, nor otherwise change its name, identity or corporate structure, except, upon 60 days' written notice to the Collateral Agent (specifically referring to -5- this Section 4.02), and after all actions referred to in Section 4.04(a) have been completed (it being understood that, in the event such notice is given by the Grantor and all actions referred to in Section 4.04(a) have been completed to the satisfaction before the end of such 60 day period, the Collateral Agent shall, at the Grantor's request, promptly confirm such fact to the Grantor, in which case the Grantor may consummate the change referred to in such notice before the end of such 60 day period), (b) keep its chief executive office at the address identified in Schedule 3.04, and keep each place of business in the jurisdiction containing its chief executive office at the address identified in Schedule 3.04, or, in each case, upon 45 days' written notice to the Collateral Agent (specifically referring to this Section 4.02), at such other locations in jurisdictions where all actions referred to in Section 4.04(a) have been competed, and (c) maintain its chief executive office in a state of the United States or the District of Columbia. 4.03. Certain Covenants. (a) Delivery of Certificates and Instruments. All certificates or instruments at any time representing or evidencing any Collateral shall be immediately delivered to and held by or on behalf of the Collateral Agent pursuant hereto, and shall be in suitable form for transfer by delivery, or shall be accompanied by instruments of transfer or assignment, duly executed in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in the name of the Collateral Agent or its nominee any Collateral in registered form. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations. (b) Voting Rights. (i) General. Subject to Section 4.03(b)(ii), the Grantor shall be entitled to exercise all voting and other consensual rights pertaining to the Collateral; provided, that the Grantor shall not exercise or refrain from exercising any such right if such action would (A) conflict with any provision of this Agreement or any other Secured Party Document, or (B) in the Grantor's reasonable judgment, impair the value of any Collateral, or (C) impair the interest or rights of the Grantor or the Collateral Agent. (ii) Certain Rights of Collateral Agent. If an Event of Default has occurred and is continuing, the Collateral Agent may from time to time give notice to the Grantor revoking in whole or in part the rights of the Grantor under Section 4.03(b)(i). If and to the extent such notice has been given, and such Event of Default is continuing, all voting and other consensual rights pertaining to the Collateral shall thereupon be vested in the Collateral Agent, who shall have the sole right to exercise or refrain from exercising such rights. (iii) Proxies, etc. The Collateral Agent shall execute and deliver to the Grantor such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to Section 4.03(b)(i). The Grantor hereby grants the Collateral Agent an irrevocable proxy, with full power of substitution, coupled with an interest, to exercise all voting and other consensual rights pertaining to the Collateral, exercisable if and to the extent that the Collateral Agent is entitled to exercise such rights -6- pursuant to Section 4.03(b)(ii). All third parties are entitled to rely conclusively on a representation by the Collateral Agent that it is entitled to exercise such power of attorney. (c) Distributions. (i) General. Subject to Section 4.03(c)(ii), the Grantor shall be entitled to receive and retain all Distributions that are paid and payable in cash. Distributions paid or payable other than in cash shall be Collateral, and shall be forthwith delivered to the Collateral Agent to hold as such. (ii) Certain Rights of Collateral Agent. If an Event of Default has occurred and is continuing, all rights of the Grantor to receive and retain the Distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.03(c)(i) shall automatically cease, and all such rights shall thereupon vest in the Collateral Agent. Such Distributions shall be Collateral, and shall be forthwith delivered to the Collateral Agent and applied as provided in Section 5.06. (iii) Payment Over. If the Grantor receives any payment or property which it is not entitled to retain pursuant to Section 4.03(c)(i) or 4.03(c)(ii), such payment or property shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds and property of the Grantor, and shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). 4.04. Further Assurances. (a) General. The Grantor shall from time to time, at its expense, promptly execute and deliver all further instruments and agreements, and take all further actions that may be necessary or appropriate, or that the Collateral Agent may reasonably request, in order to perfect or protect any assignment, pledge or security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise or enforce its rights and remedies hereunder. (b) Foreign Subsidiaries. Without limiting the generality of Section 4.04(a), to the extent, if any, that Collateral consists of capital stock or other equity interests of foreign issuers, the Grantor shall from time to time, at its expense, promptly execute and deliver such additional or supplementary security documentation, and all further instruments and agreements, satisfactory in form and substance to the Collateral Agent, as may be necessary or appropriate, or that the Collateral Agent may reasonably request, in order to further grant, perfect or protect any assignment, pledge or security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise or enforce its rights and remedies hereunder, and provide such opinions of foreign counsel to the Grantor (who shall be reasonably satisfactory to the Collateral Agent), reasonably satisfactory in form and substance to the Collateral Agent, as to such matters as the Collateral Agent may reasonably request. (c) Financing Statements, etc. The Grantor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the assignment, pledge or security interest granted or purported to be granted hereby. The Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to any Collateral without the signature of the Grantor where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering any Collateral shall be sufficient as a financing statement where permitted by Law. -7- Article V Certain Rights and Remedies of the Secured Parties 5.01. Collateral Agent May Perform. If the Grantor fails to perform any obligation under or in connection with this Agreement, the Collateral Agent may (but shall have no duty to) itself perform or cause performance of such obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Grantor pursuant to Section 6.04. The Collateral Agent may from time to time take any other action which the Collateral Agent deems necessary or appropriate for the maintenance, preservation or protection of any of the Collateral or of its Lien therein. 5.02. No Duty to Exercise Powers. The powers of the Collateral Agent under and in connection with this Agreement are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. 5.03. Duties of Collateral Agent. Except for exercise of reasonable care in the custody and preservation of any Collateral in its possession and accounting for moneys received by it pursuant to this Agreement, the Collateral Agent shall have no duty as to any Collateral. In any event the Collateral Agent (a) shall have no duty to take any steps to preserve rights against prior parties or any other rights pertaining to any Collateral, (b) shall have no duty as to ascertaining or taking action with respect to calls, conversions, exchanges, tenders, maturities or other matters pertaining to any Collateral, whether or not the Collateral Agent or any other Secured Party has any knowledge of such matters, and (c) shall not be liable for any action, omission, insolvency or default on the part of any agent or custodian (other than the Collateral Agent) appointed by the Collateral Agent in good faith. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if it accords such Collateral treatment substantially equivalent to that which the Collateral Agent accords its own property (but failure to take any such action shall not in itself be deemed a failure to exercise reasonable care or evidence of such failure). Subject only to the performance by the Collateral Agent of its duties set forth in this Section 5.03, risk of loss, damage and diminution in value of the Collateral, of whatever nature and however caused, shall be on the Grantor. 5.04. Power of Attorney. The Grantor hereby irrevocably appoints the Collateral Agent, with full power of substitution, to be the attorney-in-fact of the Grantor, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Collateral Agent's discretion, to take any action and to execute any instruments and agreements which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the following: (a) to demand, collect, enforce, file claims for, sue for, recover, compromise, release, and take any action or institute any proceedings to collect or enforce, all rights to payments due or to become due and all other rights of the Grantor under or in connection with any Collateral, (b) to receive, endorse and collect any checks, notes or other instruments, documents, chattel paper or any other payment media in connection with the foregoing clause (a), and (c) to perform all obligations of the Grantor hereunder; provided, however, that except for taking actions referred to in Section 4.04, such power of attorney may be exercised only so long as an Event of Default has occurred and is continuing. Such power of attorney -8- is irrevocable and coupled with an interest. All third parties are entitled to rely conclusively on a representation by the Collateral Agent that it is entitled to exercise such power of attorney. 5.05. Certain Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent may exercise all rights and remedies which it may have under this Agreement, any other agreement, at law or otherwise, and in addition, the following provisions shall apply: (a) The Collateral Agent may exercise all rights and remedies with respect to the Collateral and each part thereof as are provided by the UCC to a secured party on default (whether or not the UCC applies to the affected Collateral). To the extent, if any, the Collateral Agent does not otherwise have the right to do so, the Collateral Agent may (i) take absolute possession and control of the Collateral or any part thereof, (ii) transfer any Collateral into the name of the Collateral Agent or its nominees, (iii) notify the parties obligated on the Collateral to make to the Collateral Agent any payments due or to become due, (iv) receive any payments made under or in connection with the Collateral, (v) exercise all rights and remedies of the Grantor under or in connection with the Collateral, (vi) demand, collect, enforce, file claims for, sue for, recover, compromise, release, and take any action or institute any proceedings to collect or enforce, all rights to payments due or to become due and all other rights of the Grantor under or in connection with any Collateral, and (vii) otherwise deal in and act with respect to the Collateral in all respects as though it were the outright owner thereof; (b) All payments received by the Grantor in respect of any Collateral shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement); (c) The Collateral Agent may, without notice except to the extent required by Law, sell the Collateral or any part thereof, in one or more parcels, at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale is required by Law, at least ten days' notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made, shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale, regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned; and (d) The Grantor agrees that the Collateral Agent may comply with any limitation or restriction in connection with any sale of any Collateral as the Collateral Agent may deem to be necessary or advisable in order to comply with any Law, or in order to obtain or make, or avoid the need to obtain or make, any approval or registration of the offering, sale or purchaser by or with any governmental agency or regulatory body. The Grantor agrees that (i) the Collateral Agent may make sales in compliance with such limitations and restrictions, even though such sales may be at prices and on other terms less favorable to the seller than if such approvals or registrations were obtained or made, (ii) the Collateral Agent shall have no obligation to delay sale of any Collateral in order to obtain or make any such approval or registration, and (iii) it shall not be commercially unreasonable to make sales in compliance with such limitations and restrictions. Without limiting the generality of the foregoing, the Grantor recognizes that the Collateral Agent may be unable, or may deem it inadvisable, to effect a public sale of some or all -9- of the Collateral by reason of requirements of applicable securities laws, but may deem it advisable, for the purpose of complying with such laws, to resort to one or more private sales to members of a restricted group of offerees who will be obliged, among other things, to acquire such Collateral for their own accounts for investment and not with a view to distribution or resale. The Grantor agrees that (x) the Collateral Agent may make private sales in such manner, even though such sales may be at prices and on other terms less favorable to the seller than if such Collateral were sold by public sale, (y) the Collateral Agent shall have no obligation to delay sale of any Collateral in order to permit the issuers of such Collateral, even if such issuers would agree, to register or qualify such Collateral for public sale under applicable securities laws, and (z) that it shall not be commercially unreasonable to make private sales in such manner. 5.06. Application of Payments. Except to the extent otherwise provided by this Agreement or the other Shared Security Documents, all cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon any of the Collateral, shall (after payment of any amounts payable to the Collateral Agent pursuant to Section 6.04) be deposited in the Collateral Account and applied as provided in the Collateral Agency Agreement. The Grantor shall remain liable for any deficiency. 5.07. Registration Rights. If the Collateral Agent desires to exercise its right pursuant to Section 5.05 to sell any Collateral, the Grantor agrees that, upon request of the Collateral Agent, the Grantor will, at its own expense: (a) execute and deliver, and cause each issuer of such Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Collateral Agent, advisable to register such Collateral under the provisions of the Securities Act of 1933, as amended, to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished and to make all amendments and supplements thereto and to the related prospectus that, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of such Act and the rules and regulations applicable thereto; (b) use its best efforts to qualify such Collateral under the securities laws of any state or other jurisdiction and to obtain all necessary governmental approvals for the sale of such Collateral, as requested by the Collateral Agent; (c) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act of 1933, as amended; (d) provide the Collateral Agent with such other information and projections as may be necessary or, in the opinion of the Collateral Agent, advisable to enable the Collateral Agent to effect the sale of such Collateral; (e) execute and deliver, and cause each such issuer to execute and deliver, one or more underwriting agreements in connection with any such sale, containing such reasonable terms and provisions (including indemnities and contribution provisions for the benefit of the underwriters, -10- the Collateral Agent and related Persons) as the Collateral Agent may deem necessary or desirable in connection with the sale of such Collateral; and (f) do or cause to be done all such other acts and things as may be necessary to make the sale of such Collateral valid and binding and in compliance with applicable law. The Collateral Agent is authorized, in connection with any sale of any Collateral, to deliver or otherwise disclose to any prospective purchaser of such Collateral (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to clause (a) above, (ii) any information and projections provided to it pursuant to clause (d) above and (iii) any other information in its possession relating to such Collateral. Article VI Miscellaneous 6.01. Amendments, etc. No amendment to or waiver of any provision of this Agreement, and no consent to any departure by the Grantor herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of the Grantor and the Collateral Agent. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Such amendments, waivers and consents shall be made in accordance with, and shall be subject to, Section 6.01 of the Collateral Agency Agreement. 6.02. No Implied Waiver; Remedies Cumulative. No delay or failure of the Collateral Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Collateral Agent under this Agreement are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement, at law, or otherwise. 6.03. Notices. Except to the extent, if any, otherwise expressly provided herein, all notices and other communications (collectively, "notices") under this Agreement shall be given, shall be effective, and may be relied upon, in the same way as notices under the Collateral Agency Agreement. 6.04. Indemnity and Expenses. (a) Indemnity. The Grantor agrees to indemnify each Secured Party from and against any and all claims, losses, liabilities and expenses (including reasonable attorney's fees) arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses, liabilities and expenses resulting solely from the gross negligence or willful misconduct of a Secured Party. (b) Expenses. The Grantor will upon demand pay to the Collateral Agent the amount of all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection of or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder, or (iv) the failure by the Grantor to perform or observe any of the provisions hereof. -11- 6.05. Entire Agreement. This Agreement and the other Secured Party Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous understandings and agreements. 6.06. Survival. All representations and warranties of the Grantor contained in or made in connection with this Agreement shall survive, and shall not be waived by, the execution and delivery of this Agreement, any investigation by or knowledge of any Secured Party, any extension of credit, termination of this Agreement, or any other event or circumstance whatever. The obligations of the Grantor under Section 6.04 shall survive termination of this Agreement and the other Secured Party Documents. 6.07. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same agreement. 6.08. Construction. In this Agreement, unless the context otherwise clearly requires, references to the plural include the singular, the singular the plural, and the part the whole; the neuter case includes the masculine and feminine cases; and "or" is not exclusive. In this Agreement, any references to property (or similar terms) include any interest in such property (or other item referred to); "include," "includes," "including" and similar terms are not limiting; and "hereof," "herein," "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision. Section and other headings in this Agreement, and any table of contents herein, are for reference purposes only and shall not affect the interpretation of this Agreement in any respect. Section and other references in this Agreement are to this Agreement unless otherwise specified. This Agreement has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doctrine of construction of security agreements in favor of the secured party, nor any doctrine of construction of ambiguities against the party controlling the drafting, shall apply to this Agreement. 6.09. Successors and Assigns. This Agreement shall be binding upon the Grantor and its successors and assigns, and shall inure to the benefit of and be enforceable by the Collateral Agent and the other Secured Parties and their respective successors and assigns. Without limitation of the foregoing, each Secured Party (and any successive assignee or transferee) from time to time may assign or otherwise transfer all or any portion of its rights or obligations under the Secured Party Documents (including all or any portion of any commitment to extend credit), or any Obligations, to any other Person, and such Obligations (including any Obligations resulting from extension of credit by such other Person under or in connection with the Secured Party Documents) shall be and remain Obligations entitled to the benefit of this Agreement, and to the extent of its interest in such Obligations such other Person shall be vested with all the benefits in respect thereof granted to the Secured Party in this Agreement or otherwise. 6.10. Collateral Agency Agreement. This Agreement is a Shared Security Document referred to in the Collateral Agency Agreement. The provisions of the Collateral Agency Agreement are supplemental to the provisions of this Agreement, as provided in the Collateral Agency Agreement. 6.11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of choice of law principles. [Remainder of page intentionally left blank] -12- IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly executed and delivered as of the date first above written. GREENFIELD INDUSTRIES, INC. By /s/ James E. Morrison ------------------------------- Name: James E. Morrison Title: Vice President and Assistant Treasurer EX-10.3 4 EXHIBIT 10.3 - ADDITIONAL DESIGNATED COLLATERAL ADDITIONAL DESIGNATED COLLATERAL SUPPLEMENT THIS SUPPLEMENT to the Borrower Pledge Agreement, dated as of November 18, 1997, made by Kennametal Inc., a Pennsylvania corporation (the "Grantor") in favor of Mellon Bank, N.A., as Collateral Agent (such Borrower Pledge Agreement, as amended, modified or supplemented, being referred to as the "Borrower Pledge Agreement"). Recitals: A. Capitalized terms used herein and not otherwise defined shall have the meanings given them in, or by reference in, the Borrower Pledge Agreement. B. The Borrower Pledge Agreement contemplates that the Grantor may, and in some circumstances shall, supplement Schedule 3.07 thereto from time to time to add additional Designated Subsidiaries or additional Designated Pledged Shares or both. The Grantor desires to supplement Schedule 3.07 to the Borrower Pledge Agreement for such purposes. NOW, THEREFORE, the Grantor, intending to be legally bound hereby, represents, warrants and covenants to the Secured Parties as follows: Section 1. Additional Designated Subsidiary. The Grantor hereby supplements Schedule 3.07 to the Borrower Pledge Agreement by adding thereto the Designated Subsidiary or Designated Subsidiaries and Designated Pledged Shares referred to in the Schedule to this Supplement. Section 2. Warranties, etc. The Grantor represents and warrants to each Secured Party that (a) the representation and warranty set forth in Section 3.07 of the Borrower Pledge Agreement is true and correct after giving effect to this Supplement, (b) each of the other representations and warranties set forth in Article III of the Borrower Pledge Agreement (other than Sections 3.04 and 3.05) is true and correct after giving effect to this Supplement, and (c) each of the representations and warranties set forth in Article IV of the Credit Agreement is true and correct after giving effect to this Supplement. Section 3. Governing Law. This Supplement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of choice of law principles. Section 4. Execution in Counterparts. This Supplement may be executed by the Grantor in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one and the same agreement. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the Grantor has duly executed this Supplement. KENNAMETAL INC. By: /s/James E. Morrison ---------------------------------- Name: James E. Morrison Title: Vice President and Treasurer Date: November 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----