exhibit10-4creditfacility.htm


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        10.4

       

      THIRD
        AMENDMENT TO LOAN AGREEMENT

       

      Third
        Amendment to Loan Agreement, dated the 10th day of
        September,
        2007, by and among Matthews International Corporation, a Pennsylvania
        corporation (the "Borrower"), the Banks (as defined in the Loan Agreement
        (as
        hereinafter defined)), Citizens Bank of Pennsylvania, a Pennsylvania banking
        institution, in its capacity as joint lead arranger and administrative agent
        for
        the Banks (in such capacity, the "Agent"), PNC Bank, National Association,
        a
        national banking association, in its capacity as joint lead arranger and
        syndication agent for the Banks (in such capacity, the "Syndication Agent"),
        and
        National City Bank, successor by merger to National City Bank of Pennsylvania,
        in its capacity as documentation agent for the Banks (in such capacity, the
        "Documentation Agent") (the "Third Amendment").

       

      WITNESSETH:

       

      WHEREAS,
        pursuant to that certain Loan Agreement, dated December 3, 2001, by and among
        the Borrower, the Banks, Citizens Bank of Pennsylvania, a Pennsylvania banking
        institution, in its capacity as agent for the Banks, and PNC Bank, National
        Association, a national banking association, in its capacity as the
        documentation agent for the Banks, as amended by that certain (i) First
        Amendment to Loan Agreement, dated April 21, 2004, by and among the Borrower,
        the Banks, Citizens Bank of Pennsylvania, a Pennsylvania banking institution,
        in
        its capacity as lead arranger and administrative agent for the Banks, PNC
        Bank,
        National Association, a national banking association, in its capacity as
        lead
        arranger and syndication agent for the Banks, and National City Bank of
        Pennsylvania, in its capacity as documentation agent for the Banks, and (ii)
        Second Amendment to Loan Agreement, dated February 8, 2005, by and among
        the
        Borrower, the Banks, Citizens Bank of Pennsylvania, a Pennsylvania banking
        institution, in its capacity as lead arranger and administrative agent for
        the
        Banks, PNC Bank, National Association, a national banking association, in
        its
        capacity as lead arranger and syndication agent for the Banks, and National
        City
        Bank of Pennsylvania, in its capacity as documentation agent for the Banks
        (as
        amended, the "Loan Agreement"), pursuant to which, among other things, the
        Banks
        agreed to extend a revolving credit facility to the Borrower in an aggregate
        principal amount not to exceed One Hundred Fifty Million and 00/100 Dollars
        ($150,000,000.00); and

       

      WHEREAS,
        the Borrower desires to amend certain provisions of the Loan Agreement and
        the
        Banks and the Agent desire to permit such amendments pursuant to the terms
        and
        conditions set forth herein.

       

      NOW,
        THEREFORE, in consideration of the premises contained herein and other valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        and
        intending to be legally bound hereby, the parties hereto agree as
        follows:

       

      1.  All
        capitalized terms used herein which are defined in the Loan Agreement shall
        have
        the same meaning herein as in the Loan Agreement unless the context clearly
        indicates otherwise.

       

      2.  All
        references to "National City Bank of Pennsylvania" in the Loan Agreement
        and
        each of the other Loan Documents are hereby deleted in their entirety and
        in
        their stead is inserted the following:

       

      National
        City Bank, successor by merger to National City Bank of
        Pennsylvania.

       

      3.  The
        Preamble of the Loan Agreement is hereby deleted in its entirety and in its
        stead is inserted the following:

       

      Agreement,
        dated the 3rd
        day of December, 2001, by and among Matthews International Corporation, a
        Pennsylvania corporation (the "Borrower"), the Banks (as hereinafter defined),
        Citizens Bank of Pennsylvania, a Pennsylvania banking institution, in its
        capacity as joint lead arranger and administrative agent for the Banks (in
        such
        capacity, the "Agent"), PNC Bank, National Association, a national banking
        association, in its capacity as joint lead arranger and syndication agent
        for
        the Banks (in such capacity, the "Syndication Agent"), and National City
        Bank,
        successor by merger to National City Bank of Pennsylvania, in its capacity
        as
        documentation agent for the Banks (in such capacity, the "Documentation
        Agent").

       

      4.  The
        reference to "One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00)"
        in
        the first "WHEREAS" clause of the Loan Agreement is hereby deleted in its
        entirety and in its stead is inserted the following:  "Two Hundred
        Twenty-Five Million and 00/100 Dollars ($225,000,000.00)".

       

      5.  The
        reference to "Ten Million and 00/100 Dollars ($10,000,000.00)" in the second
        "WHEREAS" clause of the Loan Agreement is hereby deleted in its entirety
        and in
        its stead is inserted the following:  "Twenty-Five Million and 00/100
        Dollars ($25,000,000.00)".

       

      6.  Section
        1.01 of the Loan Agreement is hereby amended by inserting the following
        definitions in the appropriate alphabetical order:

       

      "Refunded
        Swing Line Loans" shall mean as set forth in Section 2.02.1(d)
        hereof.

       

      "Swing
        Line Lender" shall mean Citizens in its capacity as Swing Line Lender, or
        any
        Person serving as a successor Swing Line Lender hereunder.

       

      "Swing
        Line Loan Facility" shall mean as set forth in Section 2.02.1(a)
        hereof.

       

      "Swing
        Line Loans" shall mean the Loans made by the Swing Line Lender to the Borrower
        pursuant to Section 2.02.1 hereof.

       

      "Swing
        Line Note" shall mean the Swing Line Note, made by the Borrower to the Swing
        Line Lender in the form of Exhibit "B.1" attached hereto and made a part
        hereof, as amended, modified or supplemented from time to time, together
        with
        all extensions, renewals, refinancings or refundings in whole or in
        part.

       

      "Swing
        Line Rate" shall mean an interest rate per annum offered by the Swing Line
        Lender with respect to the Swing Line Loans, as determined in its sole
        discretion.

       

      "Term
        Loan Commitment" shall mean, with respect to each Bank, the amount set forth
        on
Schedule 1 attached hereto and made a part hereof as the amount of such
        Bank’s commitment to make the Term Loan (subject to the terms and conditions of
        this Agreement).  Schedule 1 shall be amended from time to time
        to reflect any changes to the Term Loan Commitment.

       

      7.  Section
        1.01 of the Loan Agreement is hereby amended by deleting the following
        definitions in their entirety and in their stead inserting the
        following:

       

      "Applicable
        Rate" shall mean, as of the date of determination, the Prime Rate plus the
        Applicable Prime Margin, the Libor Rate plus the Applicable Libor Margin,
        the
        Prime Rate, the Libor Rate plus four-tenths of one percent (.40%), or the
        Swing
        Line Rate, as the case may be.

       

      "Commitment"
        shall mean, with respect to each Bank, the amount set forth on Schedule 1
        attached hereto and made a part hereof as the amount of each Bank's commitment
        to make Revolving Credit Loans (and, in the case of the Swing Line Lender,
        Swing
        Line Loans) and participate in the issuance of Letters of Credit, as such
        amount
        may be modified from time to time pursuant to Section 8.17(A)
        hereof.  Schedule 1 shall be amended from time to time to
        reflect modifications pursuant to Section 8.17(A) and any other changes to
        the
        Commitment of the Banks.

       

      "Commitment
        Percentage" shall mean, with respect to each Bank, the percentage set forth
        on
Schedule 1 attached hereto and made a part hereof as such Bank's
        percentage of the aggregate Commitments and the Term Loan Commitment (excluding
        the amount of the Swing Line Loan Facility) of all of the Banks, as such
        percentage may be changed from time to time in accordance with the terms
        and
        conditions of this Agreement.  Schedule 1 shall be amended from
        time to time to reflect any changes to the Commitment Percentages.

       

      "Expiry
        Date" shall mean September 10, 2012.

       

      "Loan"
        or
        "Loans" shall mean, singularly or collectively, as the context may require,
        the
        Revolving Credit Loans, the Term Loan, if any, the Swing Line Loans and any
        other credit to the Borrower extended by any Bank in accordance with Article
        II
        hereof as evidenced by the Notes, as the case may be.

       

      "Majority
        Banks" shall mean, (i) if there are no Loans (excluding Swing Line Loans)
        outstanding or Letters of Credit Outstanding, any group of Banks constituting
        the majority of the total number of Banks whose Commitment Percentages aggregate
        at least fifty-one percent (51%) of the Total Commitment Amount or, (ii)
        if
        there are Loans (excluding Swing Line Loans) outstanding and/or Letters of
        Credit Outstanding, any group of Banks constituting the majority of the total
        number of Banks if the sum of the Loans (excluding Swing Line Loans) outstanding
        and Letters of Credit Outstanding of such Bank or Banks aggregates at least
        fifty-one percent (51%) of the total principal amount of all of such Loans
        (excluding Swing Line Loans) and Letters of Credit Outstanding.

       

      "Note"
        or
        "Notes" shall mean, singularly or collectively as the context may require,
        the
        Revolving Credit Notes, the Term Notes (if any), the Swing Line Note and
        any
        other note of the Borrower executed and delivered pursuant to this Agreement,
        as
        any such note may be amended, modified or supplemented from time to time,
        together with all extensions, renewals, refinancings or refundings in whole
        or
        in part.

       

      "Revolving
        Credit Facility Commitment" shall mean the difference of (i) Two Hundred
        Twenty-Five Million and 00/100 Dollars ($225,000,000.00) or such greater
        amount
        as may be applicable in accordance with the provisions of Section 2.21 hereof,
        minus (ii) the outstanding principal amount of the Term Loan, if
        any.

       

      "Term
        Loan" shall mean that as set forth in Section 2.02(a).

       

      "Total
        Commitment Amount" shall mean the obligation of the Banks hereunder to make
        Loans (other than Swing Line Loans) and to issue Letters of Credit up to
        the
        maximum aggregate principal amount of Two Hundred Twenty-Five Million and
        00/100
        Dollars ($225,000,000.00) or such greater amount as may be applicable in
        accordance with the provisions of Section 2.21 hereof.

       

      8.  Section
        1.01 of the Loan Agreement is hereby amended by deleting the following
        definition in its entirety:

       

      "Invested
        Funds"

       

      9.  The
        first
        sentence of Section 2.01(a) of the Loan Agreement is hereby deleted in its
        entirety and in its stead is inserted the following:

       

      Subject
        to the terms and conditions and relying upon the representations and warranties
        set forth in this Agreement, the Notes and the other Loan Documents, the
        Banks
        severally (but not jointly) agree to make loans in either Dollars or one
        or more
        Optional Currencies (the "Revolving Credit Loans") to the Borrower at any
        time
        or from time to time on or after the Closing Date and to and including the
        Business Day immediately preceding the Expiry Date in an aggregate Dollar
        Equivalent principal amount which, when combined with the aggregate principal
        amount of all Swing Line Loans outstanding and the amount of aggregate Letters
        of Credit Outstanding, shall not exceed at any one time outstanding the
        Revolving Credit Facility Commitment; provided, however, that (i) no Bank
        shall
        be required to make Revolving Credit Loans (or participate in the issuance
        of
        Letters of Credit) in an aggregate Dollar Equivalent principal amount
        outstanding at any one time exceeding the difference of (a) such Bank's
        Commitment minus (b) the outstanding principal amount of the Term Loan made
        by
        such Bank, if any, (ii) no Prime Rate Loan shall be made in an Optional
        Currency, and (iii) after giving effect to any Revolving Credit Loan denominated
        in Optional Currencies the Dollar Equivalent amount of all such Revolving
        Credit
        Loans shall not exceed Seventy-Five Million and 00/100 Dollars
        ($75,000,000.00).

       

      10.  Section
        2.01(d) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      (d)           Maximum
        Principal Amount of Revolving Credit Loans and Letters of Credit
        Outstanding.  The sum of the aggregate Dollar Equivalent principal
        amount of all Revolving Credit Loans outstanding, the sum of the aggregate
        principal amount of all Swing Line Loans outstanding and the aggregate Letters
        of Credit Outstanding shall not exceed the amount of the Revolving Credit
        Facility Commitment subject to Section 2.21.  The Borrower agrees that
        if at any time the sum of the aggregate Dollar Equivalent principal amount
        of
        all Revolving Credit Loans outstanding, the sum of the aggregate
        principal amount of all Swing Line Loans outstanding and the aggregate Letters
        of Credit Outstanding exceeds the amount of the Revolving Credit Facility
        Commitment (the "Excess Amount"), the Borrower shall promptly, but in no
        event
        later than one Business Day thereafter, pay to the Agent (for the ratable
        benefit of the Banks) such Excess Amount.  If not sooner paid, the
        entire principal balance of all outstanding Revolving Credit Loans, together
        with all unpaid accrued interest thereon, and all other sums and costs owed
        to
        the Agent and the Banks by the Borrower pursuant to this Agreement, shall
        be
        immediately due and payable on the Expiry Date, without notice, presentment
        or
        demand of any kind.

      


      11.  Section
        2.02 of the Loan Agreement is hereby deleted in its entirety and in its stead
        is
        inserted the following:

       

      2.02           Term
        Loan

       

      (a)           Conversion
        Option.  Upon the written request (the "Term Loan Notice") by the
        Borrower received by the Agent at any one (1) time prior to September 10,
        2011,
        and so long as no Potential Default or Event of Default has occurred, the
        Borrower may convert (the "Conversion Option") a portion of the outstanding
        principal balance of the Revolving Credit Loans which are denominated in
        Dollars
        in an amount not to exceed Fifty Million and 00/100 Dollars ($50,000,000.00)
        (the "Term Amount") into a term loan which will be denominated in Dollars
        (the
        "Term Loan").  Such conversion shall be effective on the first (1st) day
        of the first
        (1st) full
        calendar month following the Agent's receipt of such written request so long
        as
        such written request was received at least five (5) Business Days prior to
        the
        effective date of such conversion and the Borrower executes and delivers
        to the
        Agent a Term Note for each Bank in the amount of each Bank's Pro Rata
        Share.

       

      (b)           Nature
        of Term Loan.  Upon repayment of any amount of principal or
        interest on the Term Loan by the Borrower, the Borrower may not reborrow
        under this Section 2.02.

       

      (c)           Term
        Notes.  The joint and several obligations of the Borrower to repay
        the unpaid principal amount of the Term Loan made to the Borrower by each
        Bank
        and to pay interest therein shall be evidenced in part by the Term Notes
        of the
        Borrower.  Each Term Note shall be payable to the order of a Bank in a
        principal amount equal to such Bank's Pro Rata Share with respect to the
        Term
        Loan.  The executed Term Notes will be delivered by the Borrower to
        the Banks on the effective date of the Conversion Option.

       

      (d)           Term
        Loan Interest Rate Options.

       

      (i)           The
        Borrower may, subject to the terms and conditions of this Agreement, convert
        all
        or a portion of the Term Loan which is a Libor Rate Loan(s) into a Prime
        Rate
        Loan as set forth in Section 2.02(d)(ii).  In addition, the Borrower
        may, subject to the terms and conditions of this Agreement, convert all or
        a
        portion of the Term Loan that is a Prime Rate Loan into a Libor Rate Loan
        in
        accordance with this Section 2.02(d)(i).  Any portion of the Term Loan
        that is converted from a Prime Rate Loan into a Libor Rate Loan shall be
        converted, and shall begin to accrue interest with reference to the Libor
        Rate,
        on such Business Day, in such amount (greater than or equal to One Million
        and
        00/100 Dollars ($1,000,000.00); provided, however, that any amount in excess
        of
        One Million and 00/100 Dollars ($1,000,000.00) may only be in increments
        of Five
        Hundred Thousand and 00/100 Dollars ($500,000.00)), and with such an Interest
        Period as an Authorized Representative of the Borrower shall request by written
        or telephonic notice (confirmed promptly, but in no event later than one
        (1)
        Business Day thereafter, in writing) received by the Agent no later than
        10:00
        a.m. (Pittsburgh, Pennsylvania time) on the third (3rd) Business
        Day
        prior to the requested date of conversion into such Libor Rate
        Loan.  In addition, in the event that the Borrower desires to renew
        the portion of the Term Loan that is a Libor Rate Loan for an additional
        Interest Period, an Authorized Representative of the Borrower shall provide
        the
        Agent with written or telephonic notice (confirmed promptly, but in no event
        later than one (1) Business Day thereafter, in writing) thereof on or before
        10:00 a.m. (Pittsburgh, Pennsylvania time) on the third (3rd) Business
        Day
        prior to the expiration of the applicable Interest Period.  In the
        event that the Borrower fails to provide the Agent with the required written
        or
        telephonic notice (confirmed promptly, but in no event later than one (1)
        Business Day thereafter, in writing) prior to 10:00 a.m. (Pittsburgh,
        Pennsylvania time) on the third (3rd) Business
        Day
        prior to the expiration of the applicable Interest Period for a Libor Rate
        Loan,
        the Borrower shall be deemed to have given notice that such portion of the
        Term
        Loan shall be converted into a Prime Rate Loan on the last day of the applicable
        Interest Period.  Each written notice of any Libor Rate Loan shall be
        irrevocable and binding on the Borrower and the Borrower shall indemnify
        the
        Agent and the Banks against any loss or expense incurred by the Banks as
        a
        result of any failure by the Borrower to consummate such transaction calculated
        as set forth in Section 2.12(c) hereof.

       

      (ii)           The
        Borrower shall have the option, subject to the terms and conditions of this
        Agreement, to convert a portion of the Term Loan that is a Prime Rate Loan
        into
        a Libor Rate Loan as set forth in Section 2.02(d)(i); provided, however,
        that no
        portion of the outstanding principal amount of any Libor Rate Loan may be
        renewed as or converted into a Libor Rate Loan of a different duration if
        such
        Libor Rate Loan relates to any Hedging Obligations.  Any portion of
        the Term Loan that is converted from a Libor Rate Loan into a Prime Rate
        Loan
        shall be converted, and shall begin to accrue interest with reference to
        the
        Prime Rate, on such Business Day and in such amount as an Authorized
        Representative of the Borrower shall request by written or telephonic notice
        (confirmed promptly, but in no event later than one (1) Business Day thereafter,
        in writing) received by the Agent no later than 10:00 a.m. (Pittsburgh,
        Pennsylvania time) on the Business Day of the requested conversion of such
        portion of the Term Loan into a Prime Rate Loan.

       

      (iii)           Upon
        receipt of a Term Loan Notice or a request to renew or convert an interest
        rate
        option with respect to the Term Loan, the Agent shall promptly advise each
        of
        the Banks of its receipt of the Term Loan Notice or the request to renew
        or
        convert an interest rate option with respect thereto, the amount of the Term
        Loan, the Interest Period thereof, as applicable, and the Bank's Pro Rata
        Share
        of the Term Loan.

       

      (e)           Payments
        of Principal and Maturity.  If the Borrower notifies the Agent in
        the Term Loan Notice that it elects to make quarterly principal payments
        with
        respect to the Term Loan then, subject to the terms and conditions of this
        Agreement, commencing on the last day of the first (1st) Fiscal
        Quarter
        immediately following the first (1st) day
        of the Term
        Loan, and on the last day of each successive Fiscal Quarter thereafter through
        and including the Expiry Date, the Borrower shall make equal quarterly principal
        payments in Dollars to the Agent for the ratable account of the Banks in
        such
        amount as the Agent shall advise the Borrower prior to or on the first (1st) day
        of a Term
        Loan (such amount shall be an amount which will result in a level principal
        payment necessary to amortize the principal balance of the Term Loan over
        a
        period selected by the Borrower; provided, however, that such amortization
        period shall not exceed five (5) years), plus accrued interest as set forth
        in
        Section 2.04 hereof.  Subject to the terms and conditions of this
        Agreement, all unpaid principal, accrued interest and all other sums and
        costs
        incurred by the Agent and the Banks pursuant to this Agreement with respect
        to
        the Term Loan shall be immediately due and payable on the Expiry Date without
        notice, presentment or demand of any kind.

       

      12.  The
        following is added as new Section 2.02.1 of the Loan Agreement:

       

      2.02.1                      Swing
        Line Loan Facility.

       

      (a)           Swing
        Line Loans.  Subject to the terms and conditions and relying upon
        the representations and warranties set forth in this Agreement and the other
        Loan Documents, the Swing Line Lender may, in its sole and absolute discretion,
        make available to the Borrower at any time and from time to time during the
        period from the Closing Date through and including the Business Day immediately
        preceding the earlier of (i) the date upon which the aggregate unpaid principal
        balance of the Swing Line Loans become due and payable by demand or (ii)
        the
        Expiry Date, by making Swing Line Loans to the Borrower in Dollars in an
        aggregate principal amount not exceeding at any one time outstanding Twenty-Five
        Million and 00/100 Dollars ($25,000,000.00) (the "Swing Line Loan Facility");
        provided, however, that the aggregate principal amount of the
        Swing Line Lender's Swing Line Loans outstanding, the Dollar Equivalent
        principal amount of all Revolving Credit Loans outstanding of all the Banks
        and
        the aggregate Letters of Credit Outstanding at any one time shall not exceed
        the
        aggregate amount of the Revolving Credit Facility Commitment subject to Section
        2.21.  If not sooner paid, each Swing Line Loan, all unpaid interest
        thereon and all other sums and costs incurred hereunder with respect to such
        Swing Line Loan shall be immediately due and payable on the earlier of (i)
        thirty (30) Business Days from the date such Swing Line Loan was made, (ii)
        demand or (iii) the Expiry Date, without notice, presentment or demand (unless
        payable by demand).  Within the limits of time and amount set forth in
        this Section 2.03.1, and subject to the provisions of this Agreement including,
        without limitation, the Swing Line Lender's right to demand repayment of
        the
        Swing Line Loans at any time with or without the occurrence of an Event of
        Default, Borrower may borrow, repay and reborrow under this Section
        2.02.1.

      


      (b)           Swing
        Line Note. The obligation of the Borrower to repay the unpaid principal
        amount of the Swing Line Loans made to the Borrower by the Swing Line Lender
        and
        to pay interest on the unpaid principal amount thereof will be evidenced
        in part
        by the Swing Line Note of the Borrower.  The executed Swing Line Note
        will be delivered by Borrower to the Swing Line Lender on September 10,
        2007.

      


      (c)           Making
        Swing Line Loans.  Subject to the terms and conditions set forth
        in this Agreement and the other Loan Documents, and provided that the Borrower
        has satisfied all applicable conditions specified in Article IV hereof, the
        Swing Line Lender may, in its sole and absolute discretion, make Swing Line
        Loans to the Borrower on such Business Day and in such amount as an Authorized
        Representative of the Borrower shall request by written or telephonic notice
        (confirmed promptly, but in no event later than one (1) Business Day thereafter
        in writing) received by the Swing Line Lender no later than 10:00 a.m.
        (Pittsburgh, Pennsylvania time) on the date of requested disbursement of
        the
        Swing Line Loan.  Subject to the terms and conditions of this
        Agreement, on each borrowing date, the Swing Line Lender shall make the proceeds
        of the Swing Line Loan available to the Borrower at the Swing Line Lender's
        Office in immediately available funds not later than 2:00 p.m., Pittsburgh,
        Pennsylvania time.  The Swing Line Lender shall give notice to the
        Agent no later than 10:00 a.m. (Pittsburgh, Pennsylvania time) of the next
        Business Day or such other time as the Agent and the Swing Line Lender may
        agree
        of the amount of each such Swing Line Loan.

      


      (d)           Refunded
        Swing Line Loans.  With respect to any Swing Line Loans, the Swing
        Line Lender may, at any time in its sole and absolute discretion, deliver
        to the
        Agent (with a copy to the Borrower), no later than 10:00 a.m. (Pittsburgh,
        Pennsylvania time) on the first (1st) Business
        Day
        immediately preceding the proposed date of disbursement, a notice (which
        shall
        be deemed to be a notice of borrowing given by an Authorized Representative)
        requesting the Banks to make Revolving Credit Loans that are Prime Rate Loans
        on
        such date in an amount equal such portion of the Swing Line Loans outstanding
        as
        the Swing Line Lender may request in its sole and absolute discretion plus,
        if
        the Swing Line Lender so requests, accrued interest thereon,(the "Refunded
        Swing
        Line Loans").  Anything contained in this Agreement to the contrary
        notwithstanding, (i) the proceeds of such Revolving Credit Loans made by
        Banks
        other than the Swing Line Lender shall be immediately delivered by the Agent
        to
        the Swing Line Lender (and not to the Borrower) and applied to repay a
        corresponding portion of the Refunded Swing Line Loans and (ii) on the day
        such
        Revolving Credit Loans are made, the Swing Line Lender's Pro Rata Share of
        the
        Refunded Swing Line Loans shall be deemed to be paid with the proceeds of
        a
        Revolving Credit Loan made by the Swing Line Lender, and such portion of
        the
        Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing
        Line Loans and shall no longer be due under the Swing Line Note of the Swing
        Line Lender but shall instead constitute part of the Swing Line Lender's
        outstanding Revolving Credit Loans and shall be due under the Revolving Credit
        Note of the Swing Line Lender.

      


      Anything
        contained herein to the
        contrary notwithstanding, each Bank's obligation to make Revolving Credit
        Loans
        for the purpose of repaying any Refunded Swing Line Loans pursuant to the
        immediately preceding paragraph shall be absolute and unconditional and shall
        not be affected by any circumstance, including (a) any set-off, counterclaim,
        recoupment, defense or other right which such Bank may have against the Swing
        Line Lender, the Borrower or any other Person for any reason whatsoever;
        (b) the
        occurrence or continuation of an Event of Default or a Potential Default;
        (c)
        any Material Adverse Change; (d) any breach of this Agreement or any other
        Loan
        Document by the Borrower; or (e) any other circumstance, happening or event
        whatsoever, whether or not similar to any of the foregoing; provided that
        such obligations of each Bank are subject to the condition that (X) the Swing
        Line Lender believed in good faith that all conditions under Article IV to
        the
        making of the applicable Swing Line Loans were satisfied at the time such
        Swing
        Line Loans were made or (Y) the satisfaction of any such condition not satisfied
        had been waived in writing by the Banks prior to or at the time such Swing
        Line
        Loans were made; provided, further, that no Bank shall be
        obligated in any event to make Revolving Credit Loans in excess of its
        Commitment less its Pro Rata Share of the Letters of Credit
        Outstanding.

       

      13.  Section
        2.03(a) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      (a)           Interest
        on the Loans.  Subject to the terms and conditions of this
        Agreement, the aggregate outstanding principal balance of the Revolving Credit
        Loans shall be, at the option of the Borrower as selected pursuant to Section
        2.01(c) hereof, (x) Prime Rate Loans which shall bear interest for each day
        at
        the rates set forth below or (y) Libor Rate Loans which shall bear interest
        during each applicable Interest Period at the rates set forth
        below:

       

      (i)           Subject
        to the terms and conditions of this Agreement, on the date of this Amendment
        and
        through the day immediately preceding the first (1st) Incentive
        Pricing
        Effective Date, (x) Revolving Credit Loans which are Prime Rate Loans shall
        bear
        interest for each day at a rate per annum equal to the Prime Rate plus the
        applicable margin corresponding to Tier I as set forth below and (y) Revolving
        Credit Loans which are Libor Rate Loans shall bear interest during each
        applicable interest period at a rate per annum equal to the Libor Rate plus
        the
        Applicable Libor Margin corresponding to Tier I set forth below;

       

      (ii)           Subject
        to the terms and conditions of this Agreement, during each Fiscal Quarter,
        in
        accordance with Section 5.01(b) hereof, the Borrower shall submit to the
        Agent
        and the Banks quarterly financial statements (the Fiscal Quarter in which
        such
        financial statements are required to be received by the Agent and the Banks
        is
        the "Reporting Quarter") as of the last day of the Fiscal Quarter immediately
        preceding such Reporting Quarter (with respect to any Reporting Quarter,
        the
        Fiscal Quarter immediately preceding such Reporting Quarter is the "Measurement
        Quarter").  Upon receipt of such quarterly financial statements by the
        Agent and the Banks in accordance with Section 5.01(b), the Borrower's Leverage
        Ratio shall be calculated as of the last day of the Measurement Quarter ending
        June 30, 2007 and as of the last day of each Measurement Quarter
        thereafter.  From the first (1st) day
        of the first
        (1st) full
        calendar month following the Agent's and the Bank's receipt of such quarterly
        financial statements (the "Incentive Pricing Effective Date") until the next
        Incentive Pricing Effective Date, (x) Revolving Credit Loans which are Prime
        Rate Loans shall bear interest for each day at a rate per annum equal to
        the
        Prime Rate plus the applicable margin determined by reference to the Borrower's
        Leverage Ratio as set forth below (the "Applicable Prime Margin") and (y)
        Revolving Credit Loans which are Libor Rate Loans shall bear interest during
        each applicable Interest Period at a rate per annum equal to the Libor Rate
        plus
        the applicable margin determined by reference to the Borrower's Leverage
        Ratio
        as set forth below (the "Applicable Libor Margin"):

       

      
        	
                Tier

              	
                Leverage
                  Ratio

              	
                Applicable

                Libor
                  Margin

                 

              	
                Applicable

                Prime
                  Margin

              	
                Applicable

                L/C
                  Fee Percentage

              	
                Applicable
                  Commitment Fee Percentage

                 

              
	
                I

              	
                <
                  1.00

              	
                0.40%

              	
                0.00%

              	
                0.40%

              	
                0.15%

              
	
                II

              	
                31.00
<
                  1.50

              	
                0.60%

              	
                0.00%

              	
                0.60%

              	
                0.20%

              
	
                III

              	
                3
                  1.50

              	
                0.80%

              	
                0.25%

              	
                0.80%

              	
                0.25%

              


      

      


      (iii)           Subject
        to the terms and conditions of this Agreement, in the event that the Borrower
        fails to timely deliver the financial statements required by Section 5.01(b)
        hereof, the Applicable Margin shall be the amount corresponding to Tier III
        until the delivery of such financial statements.

       

      Subject
        to the terms and conditions of this Agreement, the aggregate outstanding
        principal balance of the Term Loan shall be, at the option of the Borrower
        as
        selected pursuant to Section 2.02(d) hereof, (x) Prime Rate Loans which shall
        bear interest for each day at the Prime Rate or (y) Libor Rate Loans which
        shall
        bear interest during each applicable Interest Period at the Libor Rate plus
        four-tenths of one percent (.40%).

       

      Subject
        to the terms and conditions of this Agreement, the aggregate outstanding
        principal balance of the Swing Line Loans shall bear interest for each day
        at
        the Swing Line Rate.

       

      14.  Section
        2.03(b) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      (b)           Calculation
        of Interest and Fees; Adjustment to Prime Rate and Swing Line
        Rate.  Interest on the Loans, unpaid fees and other sums payable
        hereunder shall be computed on the basis of a year of three hundred sixty
        (360)
        days and paid for the actual number of days elapsed; provided that, for
        Revolving Credit Loans made in an Optional Currency for which a three hundred
        sixty five (365) day basis is the only market practice available to the Agent,
        such rate shall be calculated on the basis of a year of three hundred sixty
        five
        (365) or three hundred sixty six (366) days, as the case may be, for the
        actual
        days elapsed.  In the event of any change in the Prime Rate or the
        Swing Line Rate, the rate of interest applicable to each Prime Rate Loan
        or the
        Swing Line Loans shall be adjusted to immediately correspond with such change;
        provided, however, that any interest rate charged hereunder shall not exceed
        the
        Maximum Rate.

      


      15.  The
        following is added at the end of Section 2.04 of the Loan
        Agreement:

       

      The
        Borrower shall pay to the Swing Line Lender interest on the unpaid principal
        balance of the aggregate outstanding balance of the Swing Line Loans in arrears,
        on October 1, 2007 and on the first day of each January, April, July and
        October thereafter through and including the Expiry Date.

      


      16.  Section
        2.05(i) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      (i)           A
        commitment fee in Dollars on the unused portion of the amount of the Revolving
        Credit Facility Commitment during the period from the date of this Agreement
        to
        the Expiry Date, payable quarterly in arrears beginning on January 1, 2002
        and
        continuing on the first (1st) day of each April, July, October and January
        thereafter and on the Expiry Date.  Such fee shall be calculated
        daily, and shall equal the amount by which the amount of the Revolving Credit
        Facility Commitment has exceeded the closing principal balance of the sum
        of the
        outstanding Dollar Equivalent principal balance of the Revolving Credit Loans
        (for purposes of this Computation the Swing Line Lender's Swing Line Loans
        shall
        be deemed to be borrowed amounts under its Revolving Credit Commitment) and
        the
        Letters of Credit Outstanding on each day, multiplied by the applicable
        percentage with respect to commitment fees for such day determined by reference
        to the Borrower's Leverage Ratio as set forth in set forth in Section
        2.03(a)(ii) hereof (the "Applicable Commitment Fee Percentage");
        and

      


      17.  The
        first
        sentence of Section 2.06 of the Loan Agreement is hereby deleted in its entirety
        and in its stead is inserted the following:

       

      From
        time
        to time during the period from the Closing Date to the fifteenth (15th) day
        preceding the
        Expiry Date, subject to the further terms and conditions hereof, including
        those
        required in connection with the making of Revolving Credit Loans, the Agent
        shall issue Standby Letters of Credit or Commercial Letters of Credit
        (collectively the "Letters of Credit") for the account of the Borrower in
        an
        amount not to exceed Ten Million and 00/100 Dollars ($10,000,000.00) in the
        aggregate as a subfacility of the Revolving Credit Facility Commitment;
provided, however, that on any date on which the Borrower requests
        a Letter of Credit, and after giving effect to the Letter of Credit Face
        Amount
        of such Letter of Credit, the sum of all Revolving Credit Loans outstanding,
        the
        sum of all Swing Line Loans outstanding and the Letters of Credit Outstanding
        shall not exceed the Revolving Credit Facility Commitment.

      


      18.  The
        first
        sentence of Section 2.21 of the Loan Agreement is hereby deleted in its entirety
        and in its stead is inserted the following:

       

      If
        at any
        time after September 10, 2007, and so long as no Event of Default or Potential
        Default has occurred and is continuing, the Borrower desires to increase
        the
        Revolving Credit Facility Commitment, (each, an "Additional Increase") the
        Borrower shall notify the Agent in writing, who will promptly notify each
        Bank
        thereof, provided that any such Additional Increase shall be in a minimum
        of Ten
        Million and 00/100 Dollars ($10,000,000.00) and the aggregate of all such
        Additional Increases shall not exceed Fifty Million and 00/100 Dollars
        ($50,000,000.00).

       

      19.  Section
        8.17(A) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      A.           Assignment/Transfer
        of Commitments/Term Loan Commitments.

      


      Each
        Bank
        shall have the right at any time or times to assign or transfer to an Eligible
        Assignee or any affiliate of such Bank, without recourse, all or a portion
        of
        (a) that Bank's Commitment or Term Loan Commitment, if any, (b) all Loans
        made
        by that Bank, (c) that Bank's Notes, and (d) that Bank's participation in
        Letters of Credit and that Bank's participation purchased pursuant to Section
        7.04; provided, however, in each such case, that the transferor and the
        transferee shall have complied with the following requirements:

       

      20.  Section
        8.17(A)(iii) of the Loan Agreement is hereby deleted in its entirety and
        in its
        stead is inserted the following:

       

      (iii)           Minimum
        Amount.  No transfer may be consummated pursuant to this Section
        8.17(A) (other than a transfer by any Bank to an affiliate of such Bank)
        in an
        aggregate amount less than (a) Five Million and 00/100 Dollars ($5,000,000.00)
        or (b) if such Bank's Commitment and/or Term Loan Commitment, if any, is
        at any
        time less than Five Million and 00/100 Dollars ($5,000,000.00), the entire
        amount of such Bank's Commitment and/or Term Loan Commitment, if
        any.

      


      21.  Section
        8.17(B) of the Loan Agreement is hereby deleted in its entirety and in its
        stead
        is inserted the following:

       

      B.           Participations.

      


      Each
        Bank
        shall have the right at any time or times, without the consent of any other
        party, to sell one or more participations or sub-participations to one or
        more
        financial institutions or any affiliate of such Bank, in all or any part
        of (a)
        that Bank's Commitment or Term Loan Commitment, if any, (b) that Bank's
        Commitment Percentage, (c) any Loan made by that Bank, (d) any Note delivered
        to
        that Bank pursuant to this Agreement and (e) that Bank's participations,
        if any,
        purchased pursuant to Section 7.04 or this Section 8.17(B).

       

      22.  Schedule
        1 to the Loan Agreement is hereby deleted in its entirety and replaced by
        Schedule 1 attached hereto.

       

      23.  Exhibit
        B
        to the Loan Agreement is hereby deleted in its entirety and replaced by Exhibit
        B attached hereto.

       

      24.  The
        Loan
        Agreement is hereby amended by inserting as Exhibit B.1 to the Loan Agreement
        in
        the appropriate order the Exhibit B.1 attached hereto.

       

      25.  Exhibit
        C
        to the Loan Agreement is hereby deleted in its entirety and replaced by Exhibit
        C attached hereto.

       

      26.  The
        provisions of Section 2 through 25 of this Third Amendment shall not become
        effective until the Agent has received the following, each in form and substance
        acceptable to the Agent:

       

      
        	
                 

              	
                (a)

              	
                this
                  Third Amendment, duly executed by the Borrower and the
                  Banks;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  documents listed in the Preliminary Closing Checklist set forth
                  on
                  Exhibit A attached hereto and made a part hereof;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                such
                  other documents as may be reasonably requested by the
                  Agent.

              


      

       

      27.  The
        Borrower hereby reconfirms and reaffirms all representations and warranties,
        agreements and covenants made by and pursuant to the terms and conditions
        of the
        Loan Agreement, except as such representations and warranties, agreements
        and
        covenants may have heretofore been amended, modified or waived in writing
        in
        accordance with the Loan Agreement, and except any such representations or
        warranties made as of a specific date or time, which shall have been true
        and
        correct in all material respects as of such date or time.

       

      28.  The
        Borrower acknowledges and agrees that each and every document, instrument
        or
        agreement which at any time has secured payment of the Borrower's Indebtedness
        under the Loan Agreement including, but not limited to, (i) the Loan Agreement
        and (ii) the Guaranty Agreements continue to secure prompt payment when due
        of
        the Borrower's Indebtedness under the Loan Agreement.

       

      29.  The
        Borrower hereby represents and warrants to the Banks and the Agent that (i)
        the
        Borrower has the legal power and authority to execute and deliver this Third
        Amendment; (ii) the officers of the Borrower executing this Third Amendment
        have
        been duly authorized to execute and deliver the same and bind the Borrower
        with
        respect to the provisions hereof; (iii) the execution and delivery hereof
        by the
        Borrower and the performance and observance by the Borrower of the provisions
        hereof and of the Loan Agreement and all documents executed or to be executed
        therewith, do not violate or conflict with the organizational documents of
        the
        Borrower or any Law applicable to the Borrower or result in a breach of any
        provision of or constitute a default which would have a Material Adverse
        Effect
        under any other agreement, instrument or document binding upon or enforceable
        against the Borrower and (iv) this Third Amendment, the Loan Agreement and
        the
        documents executed or to be executed by the Borrower in connection herewith
        or
        therewith constitute valid and binding obligations of the Borrower in every
        respect, enforceable in accordance with their respective terms.

       

      30.  The
        Borrower represents and warrants that (i) no Event of Default exists under
        the
        Loan Agreement, nor will any occur as a result of the execution and delivery
        of
        this Third Amendment or the performance or observance of any provision hereof;
        (ii) the Schedules attached to and made part of the Loan Agreement are true
        and
        correct as of the date hereof in all material respects and there are no material
        modifications or supplements thereto; and (iii) it presently has no claims
        or
        actions of any kind at law or in equity against the Banks or the Agent arising
        out of or in any way relating to the Loan Agreement or the other Loan
        Documents.

       

      31.  Each
        reference to the Loan Agreement that is made in the Loan Agreement or any
        other
        document executed or to be executed in connection therewith shall hereafter
        be
        construed as a reference to the Loan Agreement as amended hereby.

       

      32.  The
        agreements contained in this Third Amendment are limited to the specific
        agreements made herein.  Except as amended hereby, all of the terms
        and conditions of the Loan Agreement shall remain in full force and
        effect.  This Third Amendment amends the Loan Agreement and is not a
        novation thereof.

       

      33.  This
        Third Amendment may be executed in any number of counterparts and by the
        different parties hereto on separate counterparts each of which, when so
        executed, shall be deemed an original, but all such counterparts shall
        constitute but one and the same instrument.

       

      34.  This
        Third Amendment shall be governed by, and shall be construed and enforced
        in
        accordance with, the Laws of the Commonwealth of Pennsylvania without regard
        to
        the principles or the conflicts thereof.  The Borrower hereby consents
        to the jurisdiction and venue of the Court of Common Pleas of Allegheny County,
        Pennsylvania and the United States District Court for the Western District
        of
        Pennsylvania with respect to any suit arising out of or mentioning this Third
        Amendment.

       

      


      [INTENTIONALLY
        LEFT BLANK]


      
        
                

                    
      
      

                    -  -      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have
        caused this Third Amendment to be duly executed by their duly authorized
        officers on the day and year first above written.

       

      Borrower:

      
        	
                ATTEST

                 

                By:                                                                

                Name:                                                                

                Title:                                                                

              	
                Matthews
                  International Corporation

                 

                By:___________________________________

                Name:  _______________________________

                Title:  ________________________________

              
	 	 
	 	
                Citizens
                  Bank of Pennsylvania, as Agent and for itself as a Bank

                 

                By:___________________________________

                Name:  _______________________________

                Title:  ________________________________

              
	 	 
	 	
                PNC
                  Bank, National Association, as Syndication Agent and for itself
                  as a
                  Bank

                 

                By:___________________________________

                Name:  _______________________________

                Title:  ________________________________

              
	 	 
	 	
                National
                  City Bank, as Documentation Agent and for itself as a Bank

                 

                By:___________________________________

                Name:  _______________________________

                Title:  ________________________________

              


      

      



      
        
                

                    
      
      

                    -  -      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      Preliminary
        Closing Checklist

      


      See
        Attached

      Schedule
        1

       

      Schedule
        of Banks and Commitments

       

      


       

      
        	
                Bank

                 

              	
                Commitment
                  For Revolving Credit Loans

              	
                Commitment
                  for Term Loan

              	
                Commitment
                  Percentage

              
	
                Citizens
                  Bank of Pennsylvania

                525
                  William Penn Place

                Pittsburgh,
                  PA 15219

                Attn:  Dwayne
                  Finney

                 

              	
                $90,000,000.00

              	
                $20,000,000.00

              	
                40%

              
	
                PNC
                  Bank, National Association

                One
                  PNC Plaza

                249
                  Fifth Avenue

                Pittsburgh,
                  PA  15222

                Attn:  David
                  G. Schaich

                 

              	
                $90,000,000.00

              	
                $20,000,000.00

              	
                40%

              
	
                National
                  City Bank

                National
                  City Center

                20
                  Stanwix Street

                Pittsburgh,
                  PA  15222

                Attn:  Debra
                  W. Riefner

                 

              	
                $45,000,000.00

              	
                $10,000,000.00

              	
                20%

              
	
                Total
                  Commitment Amount

              	
                $225,000,000.00

              	
                $50,000,000.00

              	
                100%

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B.1

       

      Form
        of Swing Line Note

      


      See
        Attached


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      Form
        of Compliance Certificate

      


      See
        Attached

       ACKNOWLEDGMENT

      


      COMMONWEALTH
        OF PENNSYLVANIA              
        )

                                          )           SS:

      COUNTY
        OF
        ALLEGHENY                    )

       

      On
        this,
        the _____ day of ___________, 2007, before me, a Notary Public, the undersigned
        officer, personally appeared ________________, who acknowledged himself/herself
        to be the ______________ of Matthews International  Corporation, a
        Pennsylvania corporation (the "Company"), and that he/she as such officer,
        being
        authorized to do so, executed the foregoing instrument for the purposes therein
        contained by signing the name of the Company as such officer.

       

      IN
        WITNESS WHEREOF, I hereunto set my hand and official seal.

       

      ______________________________

      Notary
        Public

       

      My
        Commission Expires: