Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2020, Kennametal Inc. (the "Company"), Kennametal Europe GmbH, a Swiss limited liability company and wholly-owned foreign subsidiary of the Company ("Kennametal Europe"), and certain other subsidiaries of the Company, as guarantors, entered into that certain First Amendment to Credit Agreement (the "Amendment") to the Fifth Amended and Restated Credit Agreement dated as of June 21, 2018 (the "Original Credit Agreement", and as amended by the Amendment, the "Credit Agreement"), among the Company, Kennametal Europe, the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), Bank of America Merrill Lynch International Designated Activity Company (formerly known as Bank of America Merrill Lynch International Limited), as euro swingline lender, PNC Bank, N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents, Citizens Bank, N.A. (as successor by merger to Citizens Bank of Pennsylvania), MUFG Bank, Ltd. and Mizuho Bank, Ltd., as co-documentation agents, and Bank of America, N.A., as administrative agent. The Amendment provides the following: • Permits increases in the Consolidated Leverage Ratio (as defined in the


       Credit Agreement) to 4.25 to 1.00 during the period from September 30,
       2020 through and including December 31, 2021;


•      Permits Borrowers to include sixty percent of the unrestricted cash held
       outside of the United States in the calculation of Consolidated Leverage
       Ratio; and


•      Amends the definition of Consolidated EBITDA (as defined in the Credit
       Agreement) to increase the limit on aggregate, cumulative cash
       restructuring charge add-backs to $120 million from $80 million.

The Amendment also includes related changes to the pricing grid and procedures for determining a successor rate to replace LIBOR and various other conforming changes to the definitions relating to the amendments described above. Except as expressly provided in the Amendment, all of the terms, conditions and provisions of the Credit Agreement and other Loan Documents remain unchanged. The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1. The Amendment is being filed herewith solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about the Company or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in the Credit Agreement are made solely for purposes of the Credit Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Credit Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Credit Agreement, which subsequent information may or may not be fully reflected in public disclosures.





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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.          Description
10.1                 First Amendment to Credit Agreement dated as of September
                   10, 2020, to the Fifth Amended and Restated Credit Agreement
                   dated as of June 21, 2018, each by and among Kennametal Inc.
                   and Kennametal Europe GmbH (the "Borrowers"), and in the case
                   of such Amendment, to the subsidiaries party thereto as
                   guarantors, the several banks and other financial institutions
                   or entities from time to time parties thereto (the "Lenders"),
                   Bank of America Merrill Lynch International Designated
                   Activity Company (formerly Bank of America Merrill Lynch
                   International Limited), as Euro Swingline Lender, PNC Bank,
                   N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents
                   (in such capacity, the "Co-Syndication Agents"), Citizens
                   Bank, N.A. (as successor by merger to Citizens Bank of
                   Pennsylvania), MUFG Bank, Ltd. and Mizuho Bank, Ltd., as
                   co-documentation agents (in such capacity, the
                   "Co-Documentation Agents") and Bank of America, N.A., as
                   administrative agent.  *

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).





* Filed herewith.


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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




                                     KENNAMETAL INC.

  Date: September 14, 2020     By:   /s/ Michelle R. Keating
                                     Michelle R. Keating
                                     Vice President, Secretary and General Counsel



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