exv10w1



 





Exhibit 10.1


AMENDMENT NO. 2 TO CREDIT AGREEMENT




(Pennsylvania Crusher Corporation)




     AMENDMENT NO. 2, dated as of June 28, 2005, (this “Amendment No. 2”) among PENNSYLVANIA
CRUSHER CORPORATION, a Delaware corporation (the “Borrower”); the financial institutions referred
to as “LENDERS” in the Credit Agreement referred to below (the “Lenders”); and National City Bank,
as agent for the Lenders (together with its successors and assigns in
such capacity, the “Agent”.



Background




     The Borrower, the Lenders and the Agent entered into a certain Credit Agreement, dated as of
January 3, 2003, as amended pursuant to that certain Amendment No. 1 dated as off May 12, 2003 (as
so amended, the “Existing Credit Agreement” and the same, as it may be further amended, restated,
modified and/or supplemented from time to time, the “Credit Agreement”), which provides for certain
extensions of credit to the Borrower, subject to certain conditions.



     The Borrower has requested that the Lenders agree to modify the Existing Credit Agreement to
allow for a $1,000,000 dividend to be paid on or before July 15, 2005. The Agent and the Lenders
are willing to make the amendments requested by the Borrower pursuant to the terms, and subject to
the conditions, specified below. Accordingly, the parties hereto agree as follows.



     SECTION 1. DEFINITIONS. Except as otherwise defined in this Amendment No. 2, terms
defined in the Existing Credit Agreement are used herein as defined therein.



     SECTION 2. AMENDMENTS TO EXISTING CREDIT AGREEMENT. Subject to the satisfaction of the conditions precedent specified in Section 4 below,




          2.1.1 Section 7.4 of the Existing Credit Agreement (Restricted
Payments) is amended by inserting the following paragraph (c) immediately following paragraph (b)
thereof:





     (c) Dividend. In addition, the Borrower may pay a cash dividend in an aggregate
amount not to exceed One Million Dollars ($1,000,000) on or before July 15, 2005, so
long as no Event of Default or Default exists or would be created as a result of the
making thereof.



     SECTION 3. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders and the
Agent to agree to amend the Existing Credit Agreement in the manner set forth herein, the Borrower
makes the following representations and warranties, which shall survive the execution and delivery
of this Amendment No. 2:



 









 





          (a) As of the date hereof, no Default or Event of Default has occurred
and is continuing after giving effect to the amendments contained herein; and



          (b) Each of the representations and warranties set forth in the Existing
Credit Agreement and other Loan Documents is true and correct in all material respects before
and after giving effect to the amendments and transactions contemplated hereby as though each
such representation and warranty were made at and as of the date hereof.



     SECTION 4. CONDITIONS PRECEDENT.



     The amendments to the Existing Credit Agreement set forth in Section 2 above, shall
become effective upon the execution and delivery of this Amendment No. 2 by (a) the Borrower, (b)
the Agent and (c) the Majority Lenders, and the execution and delivery of the acknowledgement below
by the Persons indicated thereon.



     SECTIONS. MISCELLANEOUS.



          5.1 Counterparts. This Amendment No. 2 may be executed in
counterparts and by different parties hereto in separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original and all of which, when taken
together,
shall constitute one and the same instrument. A photocopied or facsimile signature shall be
deemed to be the functional equivalent of a manually executed original for all purposes.




          5.2 Ratification. The Existing Credit Agreement, as amended by this
Amendment No. 2 and the other Loan Documents are, and shall continue to be, in full force and
effect and are hereby in all respects confirmed, approved and ratified. Without limiting the
generality of the foregoing, the undersigned confirms the pledges and the security interests
granted pursuant to such Loan Documents.




          5.3 Payment of Fees and Expenses. Without limiting other payment
obligations of the Borrower set forth in the Loan Documents, the Borrower agrees to pay all
costs
and expenses incurred by the Agent in connection with the preparation, execution and delivery
of
this Amendment No. 2 and any other documents or instruments which may be delivered in
connection herewith, including, without limitation, the reasonable fees and expenses of its
counsel, Drinker Biddle & Reath LLP.




          5.4 Authorization to Agent. Each Lender hereby authorizes the Agent
to take such action as shall be consistent with the purposes hereof and as it shall deem
necessary
or appropriate to carry out the purposes of this Amendment No. 2.




          5.5 Governing Law. This Amendment No. 2 shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania, without
regard to choice of law principles.





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          5.6 References. From and after the Amendment No. 2 Effective Date, each reference in
the Credit Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and all
references to the Credit Agreement in any and all Loan Documents, other agreements, instruments,
documents, certificates and writings of every kind and nature, shall be deemed to mean the Existing
Credit Agreement as modified and amended by this Amendment No. 2 and as the same may be further
amended, modified or supplemented in accordance with the terms thereof.





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     IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly
executed by their respective, duly authorized officers as of the date first above written.



BORROWER:




	 	 	 	 	 
	 	 	PENNSYLVANIA CRUSHER CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald R. Remick
	 

	 	 	 	 
	 	 	Name: Ronald R. Remick
	 	 	Title: Vice President and Treasurer






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AGENT AND LENDERS:




	 	 	 	 	 
	 	 	NATIONAL CITY BANK, in its capacity as Agent and a Lender
	 
	 	 	 	 
	 

	 	By
	 	/s/ Laura J. Rowley
	 

	 	 	 	 
	 	 	Name: Laura J. Rowley
	 	 	Title: Vice President






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Acknowledgement



Each of the undersigned acknowledges the
foregoing amendment and confirms its obligations
under each of the Loan Documents to which it is a
party, provided, however, it is agreed that
the consent of the undersigned is not required to
amend the Credit Agreement or any Loan Document
except where it is a party to such Loan Document.




	 	 	 	 	 
	JEFFREY SPECIALTY EQUIPMENT CORPORATION
	 
	 	 	 	 
	By:

	 	/s/ Ronald R. Remick	 	 
	 

	 	 


	Name: Ronald R. Remick	 	 
	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 
	K-TRON INVESTMENT CO.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Edward B. Cloues, II	 	 
	 

	 	 


	Name: Edward B. Cloues, II	 	 
	Title: Chairman and President	 	 
	 
	 	 	 	 
	K-TRON INTERNATIONAL INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Edward B. Cloues, II	 	 
	 

	 	 


	Name: Edward B. Cloues, II	 	 
	Title: Chairman and Chief Executive Officer	 	 







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