MANUFACTURERS AND TRADERS TRUST COMPANY. as Syndication Agent for the Revolving Credit Facility and Five-Year Term Loan Facility, COBANK, ACB, as Syndication Agent for the Ten-Year Term Loan Facility, BRANCH BANKING AND TRUST COMPANY and XXXXX FARGO BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and MANUFACTURERS AND TRADERS TRUST COMPANY, as Joint Lead Arrangers and Joint Bookrunners for the Revolving Credit Facility and the Five-Year Term Loan Facility, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and COBANK, ACB, as Joint Lead Arrangers and Joint Bookrunners for the Ten-Year Term Loan Facility, TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Other Interpretive Provisions 27 1.03 Accounting Principles 28 1.04 Accounting Adjustments 28 1.05 Letter of Credit Amounts 29 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 29 2.01 Borrowing of Revolving Loans and Term Loans 29 2.02 Loan Accounts 30 2.03 Procedure for Borrowings 30 2.04 Conversion and Continuation Elections for Borrowings 31 2.05 Voluntary Termination or Reduction of Revolving Loan Commitments 32 2.06 Optional Prepayments 33 2.07 Repayment of Loans 33 2.08 Interest 34 2.09 Fees 34 2.10 Computation of Fees and Interest; Retroactive Adjustments of Applicable Margins 35 2.11 Payments by the Borrower 36 2.12 Payments by the Lenders to the Administrative Agent 37 2.13 Sharing of Payments 38 2.14 Increase in Aggregate Revolving Loan Commitment 38 2.15 Cash Collateral 40 2.16 Defaulting Lenders 41 ARTICLE III. THE LETTERS OF CREDIT 43 3.01 The Letter of Credit Subfacility 43 3.02 Issuance, Amendment and Renewal of Letters of Credit 45 3.03 Risk Participations, Drawings and Reimbursements 47 3.04 Repayment of Participations 49 3.05 Role of the Issuing Lenders 50 3.06 Obligations Absolute 51 3.07 Letter of Credit Fees 52 3.08 Applicability of ISP; Limitation of Liability Applicability of ISP 53 3.09 Conflict with L/C Related Documents 53 ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY 53 4.01 Taxes 53 4.02 Illegality 54 4.03 Increased Costs and Reduction of Return 55 4.04 Funding Losses 56 4.05 Inability to Determine Rates 57 4.06 Certificates of Lenders 58 -i- TABLE OF CONTENTS (continued) Page 4.07 Substitution of Lenders 58 4.08 Survival 58 ARTICLE V. CONDITIONS PRECEDENT 58 5.01 Conditions to Initial Credit Extensions 58 5.02 Conditions to All Credit Extensions 60 ARTICLE VI. REPRESENTATIONS AND WARRANTIES 61 6.01 Corporate Existence and Power 61 6.02 Corporate Authorization; No Contravention 61 6.03 Governmental Authority 62 6.04 Binding Effect 62 6.05 Litigation 62 6.06 No Default 62 6.07 ERISA Compliance; Canadian Plans 62 6.08 Use of Proceeds; Margin Regulations 63 6.09 Title to Properties 63 6.10 Taxes 63 6.11 Financial Condition 63 6.12 Environmental Matters 64 6.13 Regulated Entities 64 6.14 No Burdensome Restrictions 64 6.15 Copyrights, Patents, Trademarks and Licenses, etc 64 6.16 Subsidiaries 64 6.17 Insurance 65 6.18 Swap Obligations 65 6.19 Full Disclosure 65 6.20 OFAC 64 ARTICLE VII. AFFIRMATIVE COVENANTS 65 7.01 Financial Statements 65 7.02 Certificates; Other Information 66 7.03 Notices 67 7.04 Preservation of Corporate Existence, Etc 68 7.05 Maintenance of Property 68 7.06 Insurance 68 7.07 Payment of Obligations 69 7.08 Compliance with Laws 69 7.09 Compliance with ERISA; Canadian Plans 69 7.10 Inspection of Property and Books and Records 69 7.11 Environmental Laws 69 7.12 Use of Proceeds 70 ARTICLE VIII. NEGATIVE COVENANTS 70 8.01 Financial Condition Covenants 70 -ii- TABLE OF CONTENTS (continued) Page 8.02 Limitation on Liens 70 8.03 Disposition of Assets 72 8.04 Consolidations and Mergers 72 8.05 Loans and Investments 73 8.06 Limitation on Subsidiary Indebtedness 74 8.07 Transactions with Affiliates 74 8.08 Use of Proceeds 74 8.09 [Reserved] 74 8.10 Restricted Payments 74 8.11 ERISA 75 8.12 Change in Business 75 8.13 Accounting Changes 75 8.14 Burdensome Agreements 75 8.15 Sanctions 75 ARTICLE IX. EVENTS OF DEFAULT 76 9.01 Event of Default 76 9.02 Remedies 77 9.03 Rights Not Exclusive 78 ARTICLE X. THE ADMINISTRATIVE AGENT 78 10.01 Appointment and Authorization 78 10.02 Delegation of Duties 79 10.03 Exculpatory Provisions 79 10.04 Reliance by the Administrative Agent 80 10.05 Notice of Default 81 10.06 Credit Decision 81 10.07 Agent in Individual Capacity 82 10.08 Successor Agent 82 10.09 Withholding Tax 83 10.10 Other Agents 85 ARTICLE XI. MISCELLANEOUS 85 11.01 Amendments and Waivers 85 11.02 Notices; Effectiveness; Electronic Communications 86 11.03 No Waiver; Cumulative Remedies 88 11.04 Expenses; Indemnity; Damage Waiver 89 11.05 Payments Set Aside 91 11.06 Successors and Assigns 91 11.07 Treatment of Certain Information; Confidentiality 97 11.08 Survival of Representations and Warranties 98 11.09 Set-off 98 11.10 Notification of Addresses, Lending Offices, Etc 99 11.11 Counterparts; Integration; Effectiveness 99 TABLE OF CONTENTS (continued) Page 11.12 Severability 99 11.13 No Third Parties Benefited 99 11.14 Governing Law and Jurisdiction 99 11.15 Waiver of Jury Trial 100 11.16 No Advisory or Fiduciary Responsibility 100 11.17 USA PATRIOT Act Notice 101 11.18 Judgment 101 11.19 Entire Agreement 102 11.20 Restatement of Existing Revolving Credit Agreement 102 SCHEDULES Schedule 2.01 Commitments and Pro Rata Shares Schedule 2.07(a) Amortization of Five-Year Term Loans Schedule 2.07(b) Amortization of Ten-Year Term Loans Schedule 6.05 Litigation Schedule 6.07 ERISA Schedule 6.11 Financial Condition Schedule 6.12 Environmental Matters Schedule 6.16 Subsidiaries of the Borrower Schedule 8.02 Permitted Liens Schedule 11.02 Eurodollar and Domestic Lending Offices, Addresses for Notices Schedule 11.06 Voting Participants EXHIBITS Exhibit A Form of Notice Borrowing Exhibit B Form of Notice of Conversion/Continuation Exhibit C Form of Compliance Certificate Exhibit D Form of Assignment and Acceptance Exhibit E-1 Form of Revolving Loan Note Exhibit E-2 Form of Five-Year Term Loan Note Exhibit E-3 Form of Ten-Year Term Loan Note AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 30, 2014, among XXXXXX’X-XXXXX, INC., a North Carolina corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively the “Lenders”; individually each a “Lender”) and BANK OF AMERICA, N.A., as letter of credit issuing lender and as administrative agent.
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MANUFACTURERS AND TRADERS TRUST COMPANY. as Syndication Agent for the Revolving Credit Facility and Five-Year Term Loan Facility, COBANK, ACB, as Syndication Agent for the Ten-Year Term Loan Facility, BRANCH BANKING AND TRUST COMPANY and XXXXX FARGO BANK BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and MANUFACTURERS AND TRADERS TRUST COMPANY, as Joint Lead Arrangers and Joint Bookrunners for the Revolving Credit Facility and the Five-Year Term Loan Facility, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and COBANK, ACB, as Joint Lead Arrangers and Joint Bookrunners for the Ten-Year Term Loan Facility, Facility TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Other Interpretive Provisions 27 29 1.03 Accounting Principles 28 30 1.04 Accounting Adjustments 28 31 1.05 Letter of Credit Amounts 29 31 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 29 31 2.01 Borrowing of Revolving Loans and Term Loans 29 31 2.02 Loan Accounts 30 32 2.03 Procedure for Borrowings 30 32 2.04 Conversion and Continuation Elections for Borrowings 31 33 2.05 Voluntary Termination or Reduction of Revolving Loan Commitments 32 35 2.06 Optional Prepayments 33 35 2.07 Repayment of Loans 33 36 2.08 Interest 34 36 2.09 Fees 34 37 2.10 Computation of Fees and Interest; Retroactive Adjustments of Applicable Margins 35 38 2.11 Payments by the Borrower 36 38 2.12 Payments by the Lenders to the Administrative Agent 37 40 2.13 Sharing of Payments 38 40 2.14 Increase in Aggregate Revolving Loan Commitment 38 41 2.15 Cash Collateral 40 42 2.16 Defaulting Lenders 41 44 ARTICLE III. THE LETTERS OF CREDIT 43 46 3.01 The Letter of Credit Subfacility 43 46 3.02 Issuance, Amendment and Renewal of Letters of Credit 45 48 3.03 Risk Participations, Drawings and Reimbursements 47 50 3.04 Repayment of Participations 49 52 3.05 Role of the Issuing Lenders 50 52 -i- TABLE OF CONTENTS (continued) Page 3.06 Obligations Absolute 51 53 3.07 Letter of Credit Fees 52 54 3.08 Applicability of ISP; Limitation of Liability Applicability of ISP 53 55 3.09 Conflict with L/C Related Documents 53 55 ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY 53 56 4.01 Taxes 53 56 4.02 Illegality 54 57 4.03 Increased Costs and Reduction of Return 55 58 4.04 Funding Losses 56 59 4.05 Inability to Determine Rates 57 59 4.06 Certificates of Lenders 58 -i- TABLE OF CONTENTS (continued) Page 60 4.07 Substitution of Lenders 58 60 4.08 Survival 58 61 ARTICLE V. CONDITIONS PRECEDENT 58 61 5.01 Conditions to Initial Credit Extensions 58 61 5.02 Conditions to All Credit Extensions 60 63 ARTICLE VI. REPRESENTATIONS AND WARRANTIES 61 63 6.01 Corporate Existence and Power 61 63 6.02 Corporate Authorization; No Contravention 61 64 6.03 Governmental Authority 62 Authorization 64 6.04 Binding Effect 62 64 6.05 Litigation 62 64 6.06 No Default 62 65 6.07 ERISA Compliance; Canadian Plans 62 Compliance 65 6.08 Use of Proceeds; Margin Regulations 63 65 6.09 Title to Properties 63 66 6.10 Taxes 63 66 6.11 Financial Condition 63 66 6.12 Environmental Matters 64 66 6.13 Regulated Entities 64 6.14 No Burdensome Restrictions 64 6.15 Copyrights, Patents, Trademarks and Licenses, etc 64 6.16 Subsidiaries 64 6.17 Insurance 65 6.18 Swap Obligations 65 6.19 Full Disclosure 65 6.20 OFAC 64 ARTICLE VII. AFFIRMATIVE COVENANTS 65 7.01 Financial Statements 65 7.02 Certificates; Other Information 66 7.03 Notices 67 7.04 Preservation of Corporate Existence, Etc 68 7.05 Maintenance of Property 68 7.06 Insurance 68 7.07 Payment of Obligations 69 7.08 Compliance with Laws 69 7.09 Compliance with ERISA; Canadian Plans 69 7.10 Inspection of Property and Books and Records 69 7.11 Environmental Laws 69 7.12 Use of Proceeds 70 ARTICLE VIII. NEGATIVE COVENANTS 70 8.01 Financial Condition Covenants 70 -ii- TABLE OF CONTENTS (continued) Page 8.02 Limitation on Liens 70 8.03 Disposition of Assets 72 8.04 Consolidations and Mergers 72 8.05 Loans and Investments 73 8.06 Limitation on Subsidiary Indebtedness 74 8.07 Transactions with Affiliates 74 8.08 Use of Proceeds 74 8.09 [Reserved] 74 8.10 Restricted Payments 74 8.11 ERISA 75 8.12 Change in Business 75 8.13 Accounting Changes 75 8.14 Burdensome Agreements 75 8.15 Sanctions 75 ARTICLE IX. EVENTS OF DEFAULT 76 9.01 Event of Default 76 9.02 Remedies 77 9.03 Rights Not Exclusive 78 ARTICLE X. THE ADMINISTRATIVE AGENT 78 10.01 Appointment and Authorization 78 10.02 Delegation of Duties 79 10.03 Exculpatory Provisions 79 10.04 Reliance by the Administrative Agent 80 10.05 Notice of Default 81 10.06 Credit Decision 81 10.07 Agent in Individual Capacity 82 10.08 Successor Agent 82 10.09 Withholding Tax 83 10.10 Other Agents 85 ARTICLE XI. MISCELLANEOUS 85 11.01 Amendments and Waivers 85 11.02 Notices; Effectiveness; Electronic Communications 86 11.03 No Waiver; Cumulative Remedies 88 11.04 Expenses; Indemnity; Damage Waiver 89 11.05 Payments Set Aside 91 11.06 Successors and Assigns 91 11.07 Treatment of Certain Information; Confidentiality 97 11.08 Survival of Representations and Warranties 98 11.09 Set-off 98 11.10 Notification of Addresses, Lending Offices, Etc 99 11.11 Counterparts; Integration; Effectiveness 99 TABLE OF CONTENTS (continued) Page 11.12 Severability 99 11.13 No Third Parties Benefited 99 11.14 Governing Law and Jurisdiction 99 11.15 Waiver of Jury Trial 100 11.16 No Advisory or Fiduciary Responsibility 100 11.17 USA PATRIOT Act Notice 101 11.18 Judgment 101 11.19 Entire Agreement 102 11.20 Restatement of Existing Revolving Credit Agreement 102 SCHEDULES Schedule 2.01 Commitments and Pro Rata Shares Schedule 2.07(a) Amortization of Five-Year Term Loans Schedule 2.07(b) Amortization of Ten-Year Term Loans Schedule 6.05 Litigation Schedule 6.07 ERISA Schedule 6.11 Financial Condition Schedule 6.12 Environmental Matters Schedule 6.16 Subsidiaries of the Borrower Schedule 8.02 Permitted Liens Schedule 11.02 Eurodollar and Domestic Lending Offices, Addresses for Notices Schedule 11.06 Voting Participants EXHIBITS Exhibit A Form of Notice Borrowing Exhibit B Form of Notice of Conversion/Continuation Exhibit C Form of Compliance Certificate Exhibit D Form of Assignment and Acceptance Exhibit E-1 Form of Revolving Loan Note Exhibit E-2 Form of Five-Year Term Loan Note Exhibit E-3 Form of Ten-Year Term Loan Note AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 30, 2014, among XXXXXX’X-XXXXX, INC., a North Carolina corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively the “Lenders”; individually each a “Lender”) and BANK OF AMERICA, N.A., as letter of credit issuing lender and as administrative agent.Page
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MANUFACTURERS AND TRADERS TRUST COMPANY. in its capacity as Syndication Agent the Administrative Agent, the Issuing Bank, the Swing Lender and a Lender By: Name: Xxxxxxx X. Xxxxxxxxxxx Title: Vice President Each of the undersigned Guarantors acknowledges the terms of the foregoing Amendment No. 4 and confirms its obligations under the Loan Documents and further acknowledges such obligations remain in effect notwithstanding this or any other amendments, whether or not the undersigned acknowledges any other amendments. GREATBATCH, INC. By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer QIG GROUP, LLC By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Treasurer XXXXXXXXXX-XXXXXXX, INC. By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer GREATBATCH LLC By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer ELECTROCHEM SOLUTIONS, INC. (MA) By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer ELECTROCHEM SOLUTIONS, INC. (DE) By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer GREATBATCH-GLOBE TOOL, INC. By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer PRECIMED, INC. By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer GBV, LLC By: Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Treasurer LENDERS: Name of Lender Annex A An amendment fee shall be paid to each Lender that executes this Amendment No. 4 and returns its signature page by fax or PDF to counsel for the Revolving Credit Facility and Five-Year Term Loan Facility, COBANK, ACB, as Syndication Agent for the Ten-Year Term Loan Facility, BRANCH BANKING AND TRUST COMPANY and XXXXX FARGO BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and MANUFACTURERS AND TRADERS TRUST COMPANY, as Joint Lead Arrangers and Joint Bookrunners for the Revolving Credit Facility and the Five-Year Term Loan Facility, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, and COBANK, ACB, as Joint Lead Arrangers and Joint Bookrunners for the Ten-Year Term Loan Facility, TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 1.01 Certain Defined Terms 1 1.02 Other Interpretive Provisions 27 1.03 Accounting Principles 28 1.04 Accounting Adjustments 28 1.05 Letter of Credit Amounts 29 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 29 2.01 Borrowing of Revolving Loans and Term Loans 29 2.02 Loan Accounts 30 2.03 Procedure for Borrowings 30 2.04 Conversion and Continuation Elections for Borrowings 31 2.05 Voluntary Termination or Reduction of Revolving Loan Commitments 32 2.06 Optional Prepayments 33 2.07 Repayment of Loans 33 2.08 Interest 34 2.09 Fees 34 2.10 Computation of Fees and Interest; Retroactive Adjustments of Applicable Margins 35 2.11 Payments by the Borrower 36 2.12 Payments by the Lenders to the Administrative Agent 37 2.13 Sharing at the address indicated below no later than close of Payments 38 2.14 Increase in Aggregate Revolving Loan Commitment 38 2.15 Cash Collateral 40 2.16 Defaulting Lenders 41 ARTICLE III. THE LETTERS OF CREDIT 43 3.01 The Letter of Credit Subfacility 43 3.02 Issuancebusiness on Friday, Amendment and Renewal of Letters of Credit 45 3.03 Risk ParticipationsOctober 30, Drawings and Reimbursements 47 3.04 Repayment of Participations 49 3.05 Role of the Issuing Lenders 50 3.06 Obligations Absolute 51 3.07 Letter of Credit Fees 52 3.08 Applicability of ISP; Limitation of Liability Applicability of ISP 53 3.09 Conflict with L/C Related Documents 53 ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY 53 4.01 Taxes 53 4.02 Illegality 54 4.03 Increased Costs and Reduction of Return 55 4.04 Funding Losses 56 4.05 Inability to Determine Rates 57 4.06 Certificates of Lenders 58 -i- TABLE OF CONTENTS 2009 (continued) Page 4.07 Substitution of Lenders 58 4.08 Survival 58 ARTICLE V. CONDITIONS PRECEDENT 58 5.01 Conditions to Initial Credit Extensions 58 5.02 Conditions to All Credit Extensions 60 ARTICLE VI. REPRESENTATIONS AND WARRANTIES 61 6.01 Corporate Existence and Power 61 6.02 Corporate Authorization; No Contravention 61 6.03 Governmental Authority 62 6.04 Binding Effect 62 6.05 Litigation 62 6.06 No Default 62 6.07 ERISA Compliance; Canadian Plans 62 6.08 Use of Proceeds; Margin Regulations 63 6.09 Title to Properties 63 6.10 Taxes 63 6.11 Financial Condition 63 6.12 Environmental Matters 64 6.13 Regulated Entities 64 6.14 No Burdensome Restrictions 64 6.15 Copyrights, Patents, Trademarks and Licenses, etc 64 6.16 Subsidiaries 64 6.17 Insurance 65 6.18 Swap Obligations 65 6.19 Full Disclosure 65 6.20 OFAC 64 ARTICLE VII. AFFIRMATIVE COVENANTS 65 7.01 Financial Statements 65 7.02 Certificates; Other Information 66 7.03 Notices 67 7.04 Preservation of Corporate Existence, Etc 68 7.05 Maintenance of Property 68 7.06 Insurance 68 7.07 Payment of Obligations 69 7.08 Compliance with Laws 69 7.09 Compliance with ERISA; Canadian Plans 69 7.10 Inspection of Property and Books and Records 69 7.11 Environmental Laws 69 7.12 Use of Proceeds 70 ARTICLE VIII. NEGATIVE COVENANTS 70 8.01 Financial Condition Covenants 70 -ii- TABLE OF CONTENTS (continued) Page 8.02 Limitation on Liens 70 8.03 Disposition of Assets 72 8.04 Consolidations and Mergers 72 8.05 Loans and Investments 73 8.06 Limitation on Subsidiary Indebtedness 74 8.07 Transactions with Affiliates 74 8.08 Use of Proceeds 74 8.09 [Reserved] 74 8.10 Restricted Payments 74 8.11 ERISA 75 8.12 Change in Business 75 8.13 Accounting Changes 75 8.14 Burdensome Agreements 75 8.15 Sanctions 75 ARTICLE IX. EVENTS OF DEFAULT 76 9.01 Event of Default 76 9.02 Remedies 77 9.03 Rights Not Exclusive 78 ARTICLE X. THE ADMINISTRATIVE AGENT 78 10.01 Appointment and Authorization 78 10.02 Delegation of Duties 79 10.03 Exculpatory Provisions 79 10.04 Reliance by or such later date as the Administrative Agent 80 10.05 Notice may determine in its sole discretion if and when such Amendment No. 4 becomes effective. The amendment fee payable to such Lender shall be equal to 20 basis points on the total Commitment of Default 81 10.06 Credit Decision 81 10.07 Agent in Individual Capacity 82 10.08 Successor Agent 82 10.09 Withholding Tax 83 10.10 Other Agents 85 ARTICLE XIeach such Lender. MISCELLANEOUS 85 11.01 Amendments and Waivers 85 11.02 Notices; Effectiveness; Electronic Communications 86 11.03 No Waiver; Cumulative Remedies 88 11.04 Expenses; Indemnity; Damage Waiver 89 11.05 Payments Set Aside 91 11.06 Successors and Assigns 91 11.07 Treatment Five original copies of Certain Information; Confidentiality 97 11.08 Survival of Representations and Warranties 98 11.09 Set-off 98 11.10 Notification of Addresses, Lending Offices, Etc 99 11.11 Counterparts; Integration; Effectiveness 99 TABLE OF CONTENTS (continued) Page 11.12 Severability 99 11.13 No Third Parties Benefited 99 11.14 Governing Law and Jurisdiction 99 11.15 Waiver of Jury Trial 100 11.16 No Advisory or Fiduciary Responsibility 100 11.17 USA PATRIOT Act Notice 101 11.18 Judgment 101 11.19 Entire Agreement 102 11.20 Restatement of Existing Revolving Credit Agreement 102 SCHEDULES Schedule 2.01 Commitments and Pro Rata Shares Schedule 2.07(a) Amortization of Five-Year Term Loans Schedule 2.07(b) Amortization of Ten-Year Term Loans Schedule 6.05 Litigation Schedule 6.07 ERISA Schedule 6.11 Financial Condition Schedule 6.12 Environmental Matters Schedule 6.16 Subsidiaries signature pages should be sent to counsel at the address specified below promptly following delivery of the Borrower Schedule 8.02 Permitted Liens Schedule 11.02 Eurodollar and Domestic Lending Officesfax or PDF version. Xxxxxx X. Xxxxx Drinker Xxxxxx & Xxxxx LLP 000 Xxxxxx Xxxxx Xxxxxxx Xxxx, Addresses for Notices Schedule 11.06 Voting Participants EXHIBITS Exhibit A Form of Notice Borrowing Exhibit B Form of Notice of Conversion/Continuation Exhibit C Form of Compliance Certificate Exhibit D Form of Assignment and Acceptance Exhibit E-1 Form of Revolving Loan Note Exhibit E-2 Form of FiveXX 00000 000-Year Term Loan Note Exhibit E-3 Form of Ten000-Year Term Loan Note AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 30, 2014, among XXXXXX’X0000 phone 000-XXXXX, INC., a North Carolina corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively the “Lenders”; individually each a “Lender”) and BANK OF AMERICA, N.A., as letter of credit issuing lender and as administrative agent.000-0000 fax xxxxxx.xxxxx@xxx.xxx
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Samples: Credit Agreement (Greatbatch, Inc.)
MANUFACTURERS AND TRADERS TRUST COMPANY. as Syndication Agent for a Lender By: /s/ Xxxxx Xxxxxxx Typed Name: Xxxxx Xxxxxxx Typed Title: Assistant Vice President Xxxxxxxxx Flooring, Inc. Third Amendment to Credit Agreement IN WITNESS WHEREOF, the Revolving parties hereto have caused this Amendment to be duly executed and delivered by their authorized officers as of the day and year first above written. BORROWER: XXXXXXXXX FLOORING, INC. By: /s/ Xxxxxxx X. Xxxxxxx Typed Name: Xxxxxxx X. Xxxxxxx Typed Title: Senior Vice President and Chief Financial Officer GUARANTOR: AFI LICENSING LLC By: /s/ Xxxxxxx X. Xxxxxxx Typed Name: Xxxxxxx X. Xxxxxxx Typed Title: Vice President and Treasurer Xxxxxxxxx Flooring, Inc. Third Amendment to Credit Facility and Five-Year Agreement Signature Page ANNEX A: AMENDED CREDIT AGREEMENT Deal CUSIP: 00000XXX0 Revolver CUSIP: 00000XXX0 Term Loan FacilityCUSIP: 00000XXX0 CREDIT AGREEMENT Dated as of December 31, COBANK2018 among XXXXXXXXX FLOORING, ACBINC., as Syndication Agent for the Ten-Year Term Loan FacilityBorrower, BRANCH BANKING AND TRUST COMPANY and XXXXX FARGO BANK NATIONAL ASSOCIATIONTHE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Co-Documentation Agentsthe Guarantors, XXXXXXX LYNCHBANK OF AMERICA, PIERCEN.A., XXXXXX & XXXXX INCORPORATEDas Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer, BOFA SECURITIES, INC., and MANUFACTURERS AND TRADERS TRUST COMPANYJPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners for the Revolving Credit Facility and the Five-Year Term Loan FacilityBookrunners, XXXXXXX LYNCHBANK OF AMERICA, PIERCE, XXXXXX & XXXXX INCORPORATEDN.A., and COBANKJPMORGAN CHASE BANK, ACBN.A., as Joint Lead Arrangers Co-Syndication Agents, and Joint Bookrunners for the Ten-Year Term Loan Facility, THE LENDERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I. I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Certain Defined Terms 1 1.02 Other Interpretive Provisions 27 4253 1.03 Accounting Principles 28 Terms 4354 1.04 Accounting Adjustments 28 1.05 Letter of Credit Amounts 29 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 29 2.01 Borrowing of Revolving Loans and Term Loans 29 2.02 Loan Accounts 30 2.03 Procedure for Borrowings 30 2.04 Conversion and Continuation Elections for Borrowings 31 2.05 Voluntary Termination or Reduction of Revolving Loan Commitments 32 2.06 Optional Prepayments 33 2.07 Repayment of Loans 33 2.08 Interest 34 2.09 Fees 34 2.10 Computation of Fees and Interest; Retroactive Adjustments of Applicable Margins 35 2.11 Payments by the Borrower 36 2.12 Payments by the Lenders to the Administrative Agent 37 2.13 Sharing of Payments 38 2.14 Increase in Aggregate Revolving Loan Commitment 38 2.15 Cash Collateral 40 2.16 Defaulting Lenders 41 ARTICLE III. THE LETTERS OF CREDIT 43 3.01 The Letter of Credit Subfacility 43 3.02 Issuance, Amendment and Renewal of Letters of Credit 45 3.03 Risk Participations, Drawings and Reimbursements 47 3.04 Repayment of Participations 49 3.05 Role of the Issuing Lenders 50 3.06 Obligations Absolute 51 3.07 Letter of Credit Fees 52 3.08 Applicability of ISP; Limitation of Liability Applicability of ISP 53 3.09 Conflict with L/C Related Documents 53 ARTICLE IV. TAXES, YIELD PROTECTION AND ILLEGALITY 53 4.01 Taxes 53 4.02 Illegality 54 4.03 Increased Costs and Reduction of Return 55 4.04 Funding Losses 56 4.05 Inability to Determine Rates 57 4.06 Certificates of Lenders 58 -i- TABLE OF CONTENTS (continued) Page 4.07 Substitution of Lenders 58 4.08 Survival 58 ARTICLE V. CONDITIONS PRECEDENT 58 5.01 Conditions to Initial Credit Extensions 58 5.02 Conditions to All Credit Extensions 60 ARTICLE VI. REPRESENTATIONS AND WARRANTIES 61 6.01 Corporate Existence and Power 61 6.02 Corporate Authorization; No Contravention 61 6.03 Governmental Authority 62 6.04 Binding Effect 62 6.05 Litigation 62 6.06 No Default 62 6.07 ERISA Compliance; Canadian Plans 62 6.08 Use of Proceeds; Margin Regulations 63 6.09 Title to Properties 63 6.10 Taxes 63 6.11 Financial Condition 63 6.12 Environmental Matters 64 6.13 Regulated Entities 64 6.14 No Burdensome Restrictions 64 6.15 Copyrights, Patents, Trademarks and Licenses, etc 64 6.16 Subsidiaries 64 6.17 Insurance 65 6.18 Swap Obligations 65 6.19 Full Disclosure 65 6.20 OFAC 64 ARTICLE VII. AFFIRMATIVE COVENANTS 65 7.01 Financial Statements 65 7.02 Certificates; Other Information 66 7.03 Notices 67 7.04 Preservation of Corporate Existence, Etc 68 7.05 Maintenance of Property 68 7.06 Insurance 68 7.07 Payment of Obligations 69 7.08 Compliance with Laws 69 7.09 Compliance with ERISA; Canadian Plans 69 7.10 Inspection of Property and Books and Records 69 7.11 Environmental Laws 69 7.12 Use of Proceeds 70 ARTICLE VIII. NEGATIVE COVENANTS 70 8.01 Financial Condition Covenants 70 -ii- TABLE OF CONTENTS (continued) Page 8.02 Limitation on Liens 70 8.03 Disposition of Assets 72 8.04 Consolidations and Mergers 72 8.05 Loans and Investments 73 8.06 Limitation on Subsidiary Indebtedness 74 8.07 Transactions with Affiliates 74 8.08 Use of Proceeds 74 8.09 [Reserved] 74 8.10 Restricted Payments 74 8.11 ERISA 75 8.12 Change in Business 75 8.13 Accounting Changes 75 8.14 Burdensome Agreements 75 8.15 Sanctions 75 ARTICLE IX. EVENTS OF DEFAULT 76 9.01 Event of Default 76 9.02 Remedies 77 9.03 Rights Not Exclusive 78 ARTICLE X. THE ADMINISTRATIVE AGENT 78 10.01 Appointment and Authorization 78 10.02 Delegation of Duties 79 10.03 Exculpatory Provisions 79 10.04 Reliance by the Administrative Agent 80 10.05 Notice of Default 81 10.06 Credit Decision 81 10.07 Agent in Individual Capacity 82 10.08 Successor Agent 82 10.09 Withholding Tax 83 10.10 Other Agents 85 ARTICLE XI. MISCELLANEOUS 85 11.01 Amendments and Waivers 85 11.02 Notices; Effectiveness; Electronic Communications 86 11.03 No Waiver; Cumulative Remedies 88 11.04 Expenses; Indemnity; Damage Waiver 89 11.05 Payments Set Aside 91 11.06 Successors and Assigns 91 11.07 Treatment of Certain Information; Confidentiality 97 11.08 Survival of Representations and Warranties 98 11.09 Set-off 98 11.10 Notification of Addresses, Lending Offices, Etc 99 11.11 Counterparts; Integration; Effectiveness 99 TABLE OF CONTENTS (continued) Page 11.12 Severability 99 11.13 No Third Parties Benefited 99 11.14 Governing Law and Jurisdiction 99 11.15 Waiver of Jury Trial 100 11.16 No Advisory or Fiduciary Responsibility 100 11.17 USA PATRIOT Act Notice 101 11.18 Judgment 101 11.19 Entire Agreement 102 11.20 Restatement of Existing Revolving Credit Agreement 102 SCHEDULES Schedule 2.01 Commitments and Pro Rata Shares Schedule 2.07(a) Amortization of Five-Year Term Loans Schedule 2.07(b) Amortization of Ten-Year Term Loans Schedule 6.05 Litigation Schedule 6.07 ERISA Schedule 6.11 Financial Condition Schedule 6.12 Environmental Matters Schedule 6.16 Subsidiaries of the Borrower Schedule 8.02 Permitted Liens Schedule 11.02 Eurodollar and Domestic Lending Offices, Addresses for Notices Schedule 11.06 Voting Participants EXHIBITS Exhibit A Form of Notice Borrowing Exhibit B Form of Notice of Conversion/Continuation Exhibit C Form of Compliance Certificate Exhibit D Form of Assignment and Acceptance Exhibit E-1 Form of Revolving Loan Note Exhibit E-2 Form of Five-Year Term Loan Note Exhibit E-3 Form of Ten-Year Term Loan Note AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 30, 2014, among XXXXXX’X-XXXXX, INC., a North Carolina corporation (the “Borrower”), the several financial institutions from time to time party to this Agreement (collectively the “Lenders”; individually each a “Lender”) and BANK OF AMERICA, N.A., as letter of credit issuing lender and as administrative agent.Rounding 4455
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