Exhibit 10.24

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 1, 2011 (this “Amendment”), is entered into among ESCO CORPORATION, an Oregon corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of November 18, 2010 (as amended or modified from time to time, the “Credit Agreement”); and

 

WHEREAS, the parties hereto have agreed to amend the Credit Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

AGREEMENT

 

1.             Amendment.

 

(a)           Section 8.01(i) is hereby amended to read as follows:

 

“(i)          Liens securing Indebtedness permitted under Section 8.03(e), Section 8.03(g), or Section 8.03(l); provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;

 

(b)           The period at the end of Section 8.01(r) is deleted and replaced with “; and” and a new Section 8.01(s) is hereby added immediately following Section 8.01(r) to read as follows:

 

“(s)         precautionary Liens in favor of purchasers of accounts receivable in connection with the Disposition of accounts receivable permitted by Section 8.05(c) filed against such purchased accounts receivable and any rights associated therewith.”

 

(c)           The period at the end of Section 8.03(k) is deleted and replaced with “; and” and a new Section 8.03(l) is hereby added immediately following Section 8.03(k) to read as follows:

 

“(l)          purchase money Indebtedness hereafter incurred to finance the purchase of inventory, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $20,000,000 at any time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the inventory financed, including the cost of transportation of such inventory.”

 

(d)           The period at the end of Section 8.05(b) is deleted and replaced with “; and” and a new Section 8.05(c) is hereby added immediately following Section 8.05(b) to read as follows:

 











 

“(c)         the Disposition to JPMorgan Chase Bank, National Association of accounts receivable due from Caterpillar, Inc. or any of its Affiliates to the Borrower or any Subsidiary pursuant a customary supply-chain financing agreement; provided that the aggregate book value of all such accounts receivable sold pursuant to this Section 8.05(c) shall not exceed $10,000,000 for any day and $75,000,000 during any fiscal year.”

 

(e)           Section 10.10(b) is hereby amended to read as follows as follows:

 

“(b)         to subordinate or release any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of a Lien on such property that is permitted by Section 8.01(i) and Section 8.01(s); and”

 

2.             Effectiveness; Conditions Precedent.  This Amendment shall be effective upon receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrower, the Guarantors and the Required Lenders.

 

3.             Expenses.  The Loan Parties agree to reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen PLLC.

 

4.             Ratification of Credit Agreement.  Each Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents, as amended hereby.  This Amendment is a Loan Document.

 

5.             Authority/Enforceability.  Each Loan Party represents and warrants as follows:

 

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

 

(b)           This Amendment has been duly executed and delivered by such Loan Party and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and to general principles of equity.

 

(c)           No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by such Loan Party of this Amendment.

 

(d)           The execution and delivery of this Amendment does not (i) contravene the terms of its Organization Documents or (ii) violate any Law.

 

6.             Representations and Warranties of the Loan Parties.  Each Loan Party represents and warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and  (b) no event has occurred and is continuing which constitutes a Default.

 

7.             Counterparts/Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall

 











 

constitute one and the same instrument.  Delivery of executed counterparts of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original.

 

8.             GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

9.             Successors and Assigns.   This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

10.           Headings.  The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

 

11.           Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

[remainder of page intentionally left blank]

 











 

Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

 

	
BORROWER:
    	
ESCO   CORPORATION,
    
	
 
    	
an   Oregon corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ GENE K. HUEY
    	
 
    
	
 
    	
Name:
    	
Gene K. Huey
    
	
 
    	
Title:
    	
VP   Treasurer
    
	
 
    	
 
    
	
GUARANTORS:
    	
ESCO   TURBINE TECHNOLOGIES CLEVELAND, INC.,
    
	
 
    	
an   Ohio corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   FRANCOIS R. BARIL
    	
 
    
	
 
    	
Name:
    	
Francois   R. Baril
    
	
 
    	
Title:
    	
Chairman   and Chief Executive Officer
    
	
 
    	
 
    
	
 
    	
ESCO   TURBINE TECHNOLOGIES - SYRACUSE, INC.,
    
	
 
    	
a   New York corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   FRANCOIS R. BARIL
    	
 
    
	
 
    	
Name:
    	
Francois   R. Baril
    
	
 
    	
Title:
    	
Chairman   and Chief Executive Officer
    
	
 
    	
 
    
	
 
    	
ESCO   BUCYRUS INC.,
    
	
 
    	
an   Ohio corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   GENE K. HUEY
    	
 
    
	
 
    	
Name:
    	
Gene   K. Huey
    
	
 
    	
Title:
    	
Treasurer
    
	
 
    	
 
    
	
 
    	
ESCO   TURBINE TECHNOLOGIES - MEXICO, INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   FRANCOIS R. BARIL
    	
 
    
	
 
    	
Name:
    	
Francois   R. Baril
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    
	
 
    	
STEEL   TREATERS, INC.,
    
	
 
    	
a   New York corporation
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   FRANCOIS R. BARIL
    	
 
    
	
 
    	
Name:
    	
Francois   R. Baril
    
	
 
    	
Title:
    	
Chairman
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   BRENDA H. LITTLE
    	
 
    
	
 
    	
Name:
    	
Brenda   H. Little
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   DARYL K. HOGGE
    	
 
    
	
 
    	
Name:
    	
Daryl   K. Hogge
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    	
,
    	
 
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Wells   Fargo Bank NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   JAMES R. BEDNARK
    	
 
    
	
 
    	
Name:
    	
James   R. Bednark
    
	
 
    	
Title:
    	
SVP
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Union   Bank N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   JOHN F. WHARTON
    	
 
    
	
 
    	
Name:
    	
John   F. Wharton
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
U.S.   Bank National Association,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   RICHARD J. AMENY, JR.
    	
 
    
	
 
    	
Name:
    	
Richard   J. Ameny, Jr.
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Bank   of the West,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   BRETT GERMAN
    	
 
    
	
 
    	
Name:
    	
Brett   German
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
 
    	
KEYBANK   NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   TAD L. STAINBROOK
    	
 
    
	
 
    	
Name:
    	
Tad   L. Stainbrook
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Wells   Fargo Bank NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   AMY PETERSEN
    	
 
    
	
 
    	
Name:
    	
Amy   Petersen
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 









 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
HSBC   Bank USA, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   PAUL W. IP
    	
 
    
	
 
    	
Name:
    	
Paul   W. Ip
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KBC   BANK NV,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   KURT BARKLEY
    	
 
    
	
 
    	
Name:
    	
Kurt   Barkely
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   STEPHEN R. PERRY
    	
 
    
	
 
    	
Name:
    	
Stephen   R. Perry
    
	
 
    	
Title:
    	
Director
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
JPMorgan   Chase Bank, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   KEITH WINZENRIED
    	
 
    
	
 
    	
Name:
    	
Keith   Winzenried
    
	
 
    	
Title:
    	
Credit   Executive
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Umpqua   Bank,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   BROOKE TURNER
    	
 
    
	
 
    	
Name:
    	
Brooke   Turner
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Branch   Banking and Trust Company,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   ROGER ERIC SEARLS
    	
 
    
	
 
    	
Name:
    	
Roger   Eric Searls
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   MARK C. SKRZYNSKI
    	
 
    
	
 
    	
Name:
    	
Mark   C. Skrzynski
    
	
 
    	
Title:
    	
Assistant   Vice President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
The   Northern Trust Company,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   BRANDON ROLEK
    	
 
    
	
 
    	
Name:
    	
Brandon   Rolek
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
COLUMBIA   STATE BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   KEVIN MEABON
    	
 
    
	
 
    	
Name:
    	
Kevin   Meabon
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Manufacturers   Bank,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   SANDY LEE
    	
 
    
	
 
    	
Name:
    	
Sandy   Lee
    
	
 
    	
Title:
    	
Vice   President
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT

 











 

	
ADMINISTRATIVE
    	
 
    	
 
    
	
AGENT:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   Administrative Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
LENDERS:
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender, L/C Issuer and Swing Line Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CALIFORNIA   FIRST CREDIT CORPORATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   S. LESLIE JEWETT
    	
 
    
	
 
    	
Name:
    	
S.   Leslie Jewett
    
	
 
    	
Title:
    	
Chief   Financial Officer
    


 

ESCO CORPORATION

FIRST AMENDMENT TO CREDIT AGREEMENT