EX-10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 2 

to the 
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT 
 This AMENDMENT NO. 2, dated as of April 5, 2013 (the “Amendment”), to the THIRD
AMENDED AND RESTATED CREDIT AGREEMENT is by and among (a) KENNAMETAL INC., a Pennsylvania corporation (the “Company”), (b) KENNAMETAL EUROPE GMBH, a limited liability company organized under the laws of Switzerland and a
wholly-owned Foreign Subsidiary of the Company (the “Foreign Borrower”; and together with the Company, collectively, the “Borrowers”), (c) the several banks and other financial institutions or entities from
time to time party to the Credit Agreement referred to below (the “Lenders”), BANK OF AMERICA, N.A., LONDON BRANCH, as Euro Swingline Lender, and (e) BANK OF AMERICA, N.A., as administrative agent for the Lenders (the
“Administrative Agent”). 
 WHEREAS, the Borrowers, the Lenders, and the Administrative Agent are
parties to that certain Third Amended and Restated Credit Agreement dated as of June 25, 2010 (as amended and in effect from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall
have the same meanings ascribed to them in the Credit Agreement); 
 WHEREAS, the Borrowers have requested that the
Administrative Agent and the Lenders amend certain of the terms and provisions of the Credit Agreement; 
 WHEREAS, the
Administrative Agent and the Lenders have agreed, subject to the terms and conditions set forth herein, to so amend those certain terms and provisions of the Credit Agreement, and in connection with such amendment, that certain Lender(s) will
terminate their Commitments (“Exiting Lenders”) and certain other Lenders may increase their commitments, and certain new Lender(s) will join the Credit Agreement as Lender(s) (“Joining Lender(s)”). 

NOW, THEREFORE, the Borrowers, the Lenders, and the Administrative Agent hereby agree as follows: 

1.        Amendment to Credit Agreement. The Credit Agreement is hereby amended as
follows: 
  (a)        Section 1.1 (Defined Terms) of the Credit Agreement is
hereby amended by restating the definition set forth below in its entirety as follows: 

 “Termination Date”: April 5, 2018. 

 (b)        The definition of “Eurocurrency Base Rate” in Section 1.1
(Defined Terms) of the Credit Agreement is hereby amended by inserting the following clause immediately before the parenthetical “(“BBA LIBOR”)” in such definition: 

 “or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available”

  (c)        The Credit Agreement is hereby amended by deleting the existing
Schedule 1.1 to the Credit Agreement in its entirety and substituting in lieu thereof an updated Schedule 1.1 (Commitments) to the Credit Agreement as attached hereto as Annex A. 

2.        Conditions to Effectiveness. This Amendment shall become effective as of the
date first written above upon the satisfaction of the following conditions precedent on or prior to April 5, 2013: 

  








 (a)        Documentation. The Administrative
Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent: 

    (i)        duly executed and delivered counterparts of
this Amendment (including the Ratification of Obligations attached hereto) by the Borrowers, the Guarantors, the Administrative Agent and each of the Lenders; 
     (ii)        a certificate of the authorized officer of each Borrower and each Guarantor, dated as of the date hereof, substantially in the
form of Exhibit B attached hereto; 

    (iii)        a joinder to the Credit Agreement duly
executed and delivered by each Joining Lender, substantially in the form of Exhibit C attached hereto; 

    (iv)        favorable legal opinions addressed to the
Lenders and the Administrative Agent, dated as of the date hereof, in form and substance satisfactory to the Administrative Agent from (i) Buchanan Ingersoll & Rooney PC, counsel to the Company and the Subsidiary Guarantors and
(ii) CMS von Erlach Henrici, counsel to the Kennametal Europe GmbH, as a Foreign Borrower, provided, that the above referenced opinion of CMS von Erlach Henrici may be delivered at a date no more than thirty (30) days after the date
hereof, and no Loans may be advanced or Letters of Credit issued to any Foreign Borrower prior to the delivery of such opinion; 
     (v)        an amended and restated Note executed and delivered by the Borrower for each Lender who has increased its Commitment, if such
Lender requested a Note pursuant to Section 2.32 of the Credit Agreement; and 

    (vi)        a Note executed and delivered by the Borrower
for each Joining Lender, if such Lender requests a Note pursuant to Section 2.32 of the Credit Agreement. 

(b)         No Default. On the date hereof and after giving effect to this Amendment, no
event shall have occurred and be continuing that would constitute a Default or an Event of Default. 

(c)        Payment of Exiting Lenders. All amounts owing to the Exiting Lender(s) in
respect of their Loans shall have been paid in full. 
 (d)        Fees and
Expenses. The Administrative Agent, for the account of the Persons entitled thereto, shall have received payment by the Borrowers of the fees referenced in the fee letter dated as of March 13, 2013 among the Administrative Agent, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and the Borrowers, and all other fees and reasonable expenses that are due and payable on or prior to the date hereof (including, without limitation, legal fees that have been previously invoiced
to the Borrowers); 
 3.        Affirmation of the Borrowers and the Subsidiary
Guarantor. Each of the Borrowers hereby affirms its absolute and unconditional promise to pay to each Lender, each Multicurrency Lender, each Issuing Lender, the Swingline Lender, the Euro Swingline Lender and the Administrative Agent its Loans,
its Multicurrency Loans, its L/C Obligations and all other amounts due from it under the Notes, the Credit Agreement as amended hereby and the other Loan Documents, at the times and in the amounts provided for therein. The Company hereby affirms its
guaranty of the Foreign Obligations in accordance with Section 2.34 of the Credit Agreement. The Subsidiary Guarantor hereby affirms its guaranty of the Obligations (as defined in the Guarantee) in accordance with the provisions of the
Guarantee. Each of the 

  
 -2-









 
Borrowers and the Subsidiary Guarantor confirms and agrees that all references to the term “Credit Agreement” in the other Loan Documents shall hereafter refer to the Credit Agreement
as amended hereby. 
 4.        Representations and Warranties. Each of the
Borrowers hereby represents and warrants to the Administrative Agent and each Lender that: 

  (a)        Representations and Warranties in Credit Agreement. The
representations and warranties of the Group Members contained in the Credit Agreement, as amended hereby, are true and correct on the date hereof (except to the extent of changes resulting from transactions contemplated or permitted by this Credit
Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties relate expressly to an earlier
date, which representations were true and correct as of such date); and no Default or Event of Default has occurred and is continuing. 
   (b)        Authority, No Conflicts, Etc. The execution, delivery and performance of this Amendment and all related documents and the consummation
of the transactions contemplated hereby and thereby (i) are within the corporate (or the equivalent company) authority of each Loan Party, (ii) have been duly authorized by all necessary corporate (or the equivalent company) proceedings,
(iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any Loan Party is subject or any judgment, order, writ, injunction, license or permit applicable to
any Loan Party and (iv) do not conflict with any provision of the constitutive documents of, or any other agreement or other instrument binding upon, such Loan Party. 
   (c)        Enforceability of Obligations. This Amendment, the Notes, the other Loan Documents, and the Credit Agreement as amended hereby
constitute the legal, valid and binding obligations of each Loan Party party thereto, enforceable against such Loan Party party thereto, in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in equity or at law), and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought. 
 5.        No Other Amendments. Except as expressly provided in this Amendment, all of the terms, conditions and provisions of the Credit Agreement and the
other Loan Documents shall remain the same. It is declared and agreed by each of the parties hereto that the Credit Agreement, as amended hereby, shall continue in full force and effect, and that this Amendment and the Credit Agreement shall be read
and construed as one instrument. 
 6.        Execution in Counterparts. This
Amendment may be executed in any number of counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this
Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission
shall be effective as delivery of a manually executed counterpart thereof. 

7.        Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
 -3-









 8.        Submission To Jurisdiction;
Waivers. Each Borrower hereby irrevocably and unconditionally: 

  (a)        submits for itself and its property in any legal action or proceeding
relating to this Amendment and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of
the United States for the Southern District of New York, and appellate courts from any thereof; 

  (b)        consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

  (c)        agrees that service of process in any such action or proceeding may be
effected (i) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower at its address set forth in Section 9.2 of the Credit Agreement or at such other address
of which the Administrative Agent shall have been notified pursuant thereto or (ii) through any other manner that complies with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters;

   (d)        agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

  (e)        waives, to the maximum extent not prohibited by law, any right it may have
to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 
 9.        Headings, etc. Headings or captions used in this Amendment are for convenience of reference only and shall not define or limit the provisions
hereof. 
 [Reminder of page intentionally left blank] 

  
 -4-









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered by their proper and duly authorized officers as of the date first above written. 
  

			
	KENNAMETAL INC.
		
	By:	 	/s/ Brian E. Kelly
		 	 Name: BRIAN E. KELLY
 Title:
TREASURER



  

			
	KENNAMETAL EUROPE GMBH
		
	By:	 	/s/ Gérald Goubau
		 	 Name: Gérald Goubau

Title: Managing Director (Chairman)

		
	By:	 	/s/ Patrick S. Watson
		 	 Name: Patrick S. Watson

Title: Managing Director




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ Anthea Del Bianco
		 	 Name: Anthea Del Bianco

Title: Vice President




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	BANK OF AMERICA, N.A., as Lender, Issuing Lender and Swingline Lender
		
	By:	 	/s/ Kenneth G. Wood
		 	 Name: Kenneth G. Wood

Title: SVP




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	 BANK OF AMERICA N.A., LONDON
 BRANCH, as a Euro Swingline Lender

		
	By:	 	/s/ Joanne Hilliard
		 	 Name: JOANNE HILLIARD

Title: VICE PRESIDENT




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as an Issuing Lender and a Lender
		
	By:	 	/s/ David B. Gookin
		 	 Name: David B. Gookin

Title: Executive Vice President




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	JPMORGAN CHASE BANK, N.A., as an Issuing Lender and a Lender
		
	By:	 	/s/ Deborah R. Winkler
		 	 Name: Deborah R. Winkler

Title: Vice President




  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., as a Lender

		
	By: 	 	/s/ Ravneet Mumick
		 	Name: Ravneet Mumick
		 	Title: Director



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	 CITIZENS BANK OF PENNSYLVANIA, as a
 Lender

		
	By: 	 	/s/ Curtis C. Hunter III
		 	Name: Curtis C. Hunter III
		 	Title: Senior Vice President



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	MIZUHO CORPORATE BANK, LTD., as a Lender
		
	By: 	 	/s/ Leon Mo
		 	Name: Leon Mo
		 	Title: Authorized Signatory



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	HSBC BANK USA, N.A., as a Lender
		
	By: 	 	/s/ Christopher S Helmeci
		 	Name: Christopher S Helmeci
		 	Title: Sr. Relationship Manager



  
 PUBLIC -
[Signature Page to Amendment No. 2 to Credit Agreement] 








 
			
	 U.S. BANK NATIONAL ASSOCIATION, as a
 Lender

		
	By: 	 	/s/ Mark Irey
		 	Name: Mark Irey
		 	Title: Assistant Vice President



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	 COMMERZBANK AG, NEW YORK BRANCH
 AND GRAND CAYMAN BRANCHES, as a Lender

		
	By: 	 	/s/ Patrick Hartweger
		 	Name: Patrick Hartweger
		 	Title: Managing Director
		
	By:	 	/s/ Matthew Havens
		 	Name: Matthew Havens
		 	Title: Vice President



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By: 	 	/s/ W. Christopher Kohler
		 	Name: W. CHRISTOPHER KOHLER
		 	Title: SENIOR VICE PRESIDENT



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	COMPASS BANK, as a Lender
		
	By: 	 	/s/ Michael Dixon
		 	Name: Michael Dixon
		 	Title: Vice President



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 
			
	FIRST COMMONWEALTH BANK, as a Lender
		
	By: 	 	/s/ Stephen J. Orban
		 	Name: Stephen J. Orban
		 	Title: Senior Vice President



  
 [Signature
Page to Amendment No. 2 to Credit Agreement] 








 RATIFICATION OF OBLIGATIONS 

The undersigned Subsidiary Guarantor hereby (a) acknowledges and consents to the foregoing Amendment and each Borrower’s
execution thereof; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with
respect to it, and that it continues to guarantee, the Obligations of the Company under the Credit Agreement; (c) acknowledges and agrees that the Subsidiary Guarantor does not have any claim or cause of action against the Administrative Agent
or any Lender (or any of its respective directors, officers, employees or agents); and (d) acknowledges, affirms and agrees that the Subsidiary Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of
recoupment of any kind or nature against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender. 
 Agreed and Acknowledged as of the date first above written: 
 SUBSIDIARY GUARANTOR:

  

			
	KENNAMETAL HOLDINGS EUROPE, INC.
		
	By:	 	/s/ Kevin G. Nowe
	Name:	 	     Kevin G. Nowe
	Title:	 	      Vice President, Secretary and General Counsel









 ANNEX A 
 [Attached.] 







 SCHEDULE 1.1 
 COMMITMENTS 
  

					
	Lender	  	
    
 Commitment
	 
	 Bank of America, N.A.
	  	$	75,000,000.00	  
	 PNC Bank, National Association
	  	 	75,000,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	 	75,000,000.00	  
	 The Bank of Tokyo-Mitsubishi UFJ, LTD.
	  	 	65,000,000.00	  
	 Citizens Bank of Pennsylvania
	  	 	65,000,000.00	  
	 Mizuho Corporate Bank, Ltd.
	  	 	60,000,000.00	  
	 HSBC Bank USA, N.A.
	  	 	45,000,000.00	  
	 U.S. Bank National Association
	  	 	45,000,000.00	  
	 Commerzbank AG, New York Branch and Grand Cayman Branches
	  	 	25,000,000.00	  
	 The Huntington National Bank
	  	 	25,000,000.00	  
	 Compass Bank
	  	 	25,000,000.00	  
	 First Commonwealth Bank
	  	 	20,000,000.00	  
	 	  	  
	  
	 
	    	  	 	 
	 TOTAL
	  	$	600,000,000.00	  
	 	  	  
	  
	 

 MULTICURRENCY SUBCOMMITMENT 

 

					
	Lender	  	
Multicurrency

Commitment
	 
	 Bank of America, N.A.
	  	$	37,500,000.00	  
	 PNC Bank, National Association
	  	 	37,500,000.00	  
	 JPMorgan Chase Bank, N.A.
	  	 	37,500,000.00	  
	 The Bank of Tokyo-Mitsubishi UFJ, LTD.
	  	 	32,500,000.00	  
	 Citizens Bank of Pennsylvania
	  	 	32,500,000.00	  
	 Mizuho Corporate Bank, Ltd.
	  	 	30,000,000.00	  
	 HSBC Bank USA, N.A.
	  	 	22,500,000.00	  
	 U.S. Bank National Association
	  	 	22,500,000.00	  
	 Commerzbank AG, New York Branch and Grand Cayman Branches
	  	 	12,500,000.00	  
	 The Huntington National Bank
	  	 	12,500,000.00	  
	 Compass Bank
	  	 	12,500,000.00	  
	 First Commonwealth Bank
	  	 	10,000,000.00	  
	 	  	  
	  
	 
	    	  	 	 
	 TOTAL
	  	$	300,000,000.00	  
	 	  	  
	  
	 








 EXHIBIT B 
 FORM OF SECOND AMENDMENT CLOSING CERTIFICATE 
 Pursuant to Section 2(a)(ii)
of Amendment No. 2 dated as of April __, 2013 (the “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of June 25, 2010 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”; capitalized terms used herein and not defined herein are used herein as defined therein), among Kennametal Inc., a Pennsylvania corporation (the “Company”) and the other Borrowers party thereto,
the several Lenders from time to time parties thereto, Bank of America, N.A., London Branch, as Euro Swingline Lender, PNC Bank, National Association and JPMorgan Chase Bank, N.A., as co-syndication agents, Citizens Bank of Pennsylvania and Bank of
Tokyo-Mitsubishi UFJ Trust Company as co-documentation agents, Bank of America, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and the other parties thereto, the undersigned [INSERT TITLE OF
OFFICER] of [INSERT NAME OF LOAN PARTY] [the Company] (the “Certifying Loan Party”) hereby certifies as follows: 

1.          The representations and warranties of the Certifying Loan Party set forth in each of the
Loan Documents to which it is a party or which are contained in any certificate furnished by or on behalf of the Certifying Loan Party pursuant to any of the Loan Documents to which it is a party are true and correct in all material respects on and
as of the date hereof with the same effect as if made on the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all
material respects as of such earlier date. 
 2.          _______________ is the duly elected
and qualified [Secretary] [Assistant Secretary] of the Certifying Loan Party and the signature set forth for such officer below is such officer’s true and genuine signature. 
 3.          No Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect to the Loans to be made on the date
hereof and the use of proceeds thereof. 
 4.          The conditions precedent set forth in
Section 2 of the Amendment were satisfied as of the date of the Amendment. 
 The undersigned [Secretary] [Assistant
Secretary] of the Certifying Loan Party certifies as follows: 
 5.          There are no
liquidation or dissolution proceedings pending or to my knowledge threatened against the Certifying Loan Party, nor has any other event occurred materially adversely affecting or threatening the continued corporate existence of the Certifying Loan
Party. 
 6.          The Certifying Loan Party is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its organization. 

7.          Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted
by the [Board of Directors] [members] of the [General Partner of the] Certifying Loan Party on _______________ and _______________; such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect
since their adoption to and including the date hereof and are now in full force and effect and are the only corporate 







 
proceedings of the Certifying Loan Party now in force relating to or affecting the matters referred to therein. 
 8.          [PICK ONE][The By-Laws or equivalent organizational document of the Certifying Loan Party have not been amended, revoked, supplemented
or otherwise modified, since the date on which such By-Laws were delivered to the Administrative Agent on or about June 25, 2010, and such By-Laws are in full force and effect as of the date hereof.][Attached hereto as Annex 2 is a true
and complete copy of the By-Laws or equivalent organizational document of the Certifying Loan Party as in effect on the date hereof.] 

9.          [PICK ONE][The Certificate of Incorporation or equivalent document of the Certifying
Loan Party, as certified by the appropriate Governmental Authority, has not been amended, revoked, supplemented or otherwise modified, since the date on which such Certificate of Incorporation was delivered to the Administrative Agent on or about
June 25, 2010, and such Certificate of Incorporation is in full force and effect as of the date hereof.][Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation or equivalent organizational document of
the Certifying Loan Party as in effect on the date hereof and as certified by the appropriate Governmental Authority.] 

10.          Attached hereto as Annex 4 is a true and complete copy of the good standing
certificate or equivalent documentation from the appropriate Governmental Authority. 
 [Remainder of this page intentionally
left blank] 







 [TO BE USED IF NEW SIGNATORY TO DOCUMENTS][11. The following persons are now duly elected and
qualified officers of the Certifying Loan Party holding the offices indicated next to their respective names below, and the signatures appearing opposite their respective names below are the true and genuine signatures of such officers, and each of
such officers is duly authorized to execute and deliver on behalf of the Certifying Loan Party each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Certifying Loan Party pursuant to the Loan
Documents to which it is a party: 
  

					
	 Name
	  	 Office
	  	 Signature

			
	  
	  	  	  	  

			
	  
	  	                       
                                         
 	  	
                  
                                         
             ]


 [Signatures follow] 







 IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below. 
  

											
						
	 	  	 	 		 	 	  	 	  	
	Name:	  	 	 		 	Name:	  	 	  	
	Title:	  	 	 		 	Title:	  	 	  	

 Date: April [__], 2013 







 EXHIBIT C 
 FORM OF JOINDER AGREEMENT AND AFFIRMATION 
 This Joinder Agreement and Affirmation
(this “Joinder Agreement”) is executed and delivered as of April [    ], 2012, by [                ] (the “Joining
Lender”). The Joining Lender has requested to become a lender under a certain Third Amended and Restated Credit Agreement dated as of June 25, 2010 by and among the Borrower, the Lenders and the Administrative Agent (as amended and in
effect from time to time, the “Credit Agreement”). Capitalized terms used by not otherwise defined herein shall have the same meaninings ascribed to them in the Credit Agreement. 

1.          Joinder to Credit Agreement. The Joining Lender, by executing and
delivering this Joinder Agreement, does hereby join and become a party to the Credit Agreement as a Lender, assuming all of the obligations and liabilities of a Lender thereunder with a Commitment as described in Schedule 1.1 to the Credit
Agreement. The Joining Lender hereby agrees to comply with, and be bound by, all of the terms and conditions of the Credit Agreement in all respects as a party thereto, as if the Joining Lender were a signatory thereto as a “Lender”. The
parties hereto agree that from and after the effectiveness of the Joinder Agreement, the term “Lender” as used in the Credit Agreement shall mean individually the Joining Lender and each other Lender, and collectively, both the Joining
Lender and the other Lenders. 
 2.          Effectiveness. This
Joinder Agreement shall become effective upon the execution and delivery of this Joinder Agreement by the Joining Lender, the Administrative Agent and the Borrowers, and the effectiveness of that certain Amendment No. 2 to the Credit Agreement.

 3.          Governing Law. THIS JOINDER AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 4.          Miscellaneous. The undersigned agrees that this Joinder Agreement shall be deemed to be, and is hereby made a part of the Credit
Agreement as if set forth therein in full. This Joinder Agreement may be executed in any number of counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together
shall constitute one instrument. In proving this Joinder Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Delivery of an executed signature page of
this Joinder Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart thereof. Headings or captions used in this Joinder Agreement are for convenience of reference only and shall not define
or limit the provisions hereof. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed as
of the date first written above. 
  

			
	[                           
     ]
		
	By:	 	 
		 	 Name:

Title:










 AGREED TO AND ACCEPTED: 
  

			
	KENNAMETAL INC., as a Borrower
		
	By:	 	 
		 	 Name:

Title:


  

			
	KENNAMETAL EUROPE GMBH, as a Borrower
		
	By:	 	 
		 	 Name:

Title:

		
	By:	 	 
		 	 Name:

Title:










			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 
		 	 Name:

Title: