Common use of RBS CITIZENS, N Clause in Contracts

RBS CITIZENS, N. A., as Syndication Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Xxxxxxx X. Xxxxx JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President TORONTO DOMINION (NEW YORK) LLC, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President US BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President SOVEREIGN BANK, as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate Director

RBS CITIZENS, N. A., as Syndication Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Xxxxxxx X. Xxxxx JPMORGAN CHASE BANK, N.A., individually as a Lender Byand as Co-Syndication Agent By /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President Jurisdiction of tax residence: USA DTTP Scheme Number: 013/R/356159/DTTP XXXXX FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent By /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President TORONTO DOMINION (NEW YORK) LLC, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President Jurisdiction of tax residence: USA DTTP Scheme Number: 013/W/61173/DTTP FIFTH THIRD BANK, individually as a Lender By: and as a Co-Documentation Agent By /s/ Xxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx Title: Vice President XXXXXXX Jurisdiction of tax residence: USA DTTP Scheme Number: 13/F/24267/DTTP FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President US BANK, NATIONAL ASSOCIATION, as a Lender By: an Ohio banking corporation and authorized foreign bank under Bank Act (Canada) By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President SOVEREIGN Jurisdiction of tax residence: Ontario, Canada PNC BANK, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Documentation Agent By /s/ X X Xxxxxxxxxx Name: C. Xxxxxx Xxxxxxxxxx Title: Senior Vice Persident Jurisdiction of tax residence: USA DTTP Scheme Number: 13/P/63904/DTTP U.S. BANK NATIONAL ASSOCIATION, individually as a Lender and as a Co-Documentation Agent By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Jurisdiction of tax residence: USA DTTP Scheme Number: 13/U/62184/DTTP U.S. BANK NATIONAL ASSOCIATION, Canada Branch By /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Principal Officer HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender and as an Issuing Bank By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President Jurisdiction of tax residence: USA DTTP Scheme Number: 013/H/0314375/DTTP REGIONS BANK, as a Lender By: By /s/ Xxxx Xxxxxx X. Xxxxx Name: Xxxx Xxxxxx Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Jurisdiction of tax residence: USA DTTP Scheme Number: 013/N/60122/DTTP BRANCH BANKING & TRUST COMPANY, as a Lender By /s/ Xxxx X. Xxxxx Xxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxx Title: Senior Vice President UBS LOAN FINANCE LLCBMO XXXXXX FINANCING, INC. as a Lender By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Jurisdiction of tax residence: DTTP Scheme Number: COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender By: By /s/ Xxxx X. Xxxx Xxxxxxx Xxxxxxxxx Name: Xxxx X. Xxxx Xxxxxxx Xxxxxxxxx Title: Associate Managing Director By: By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate DirectorManaging Director Jurisdiction of tax residence: USA DTTP Scheme Number: 7/L/25382/DTTP The undersigned hereby acknowledges receipt of a copy of the foregoing Amendment and Restatement Agreement which amends and restates the Credit Agreement dated as of July 27, 2012 (as amended prior to the date hereof, the “Existing Credit Agreement”) by and among Xxxxxxxxxxx, Inc. (the “Company”), the Subsidiary Borrowers party thereto from time to time, the financial institutions party thereto from time to time (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), which Amendment and Restatement Agreement is dated as of November 19, 2012 (the “Agreement”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Restated Credit Agreement (as defined in the Agreement). In connection with the execution and delivery of the Agreement, each of the undersigned Subsidiary Guarantors (a) hereby consents to the Agreement and the transactions contemplated thereby, (b) hereby ratifies and reaffirms all of its remaining payment and performance obligations, contingent or otherwise, if any, under each of the Loan Documents to which it is a party and (c) to the extent such Subsidiary Guarantor guaranteed the Obligations or any portion thereof, hereby ratifies and reaffirms such guaranties. Each of the undersigned Subsidiary Guarantors further agrees that all references in the Loan Documents to the Existing Credit Agreement shall hereafter mean and refer to the Existing Credit Agreement as amended and restated by the Agreement. All references in the Loan Documents to the term “Obligations” shall hereafter mean and refer to the Obligations as redefined in the Restated Credit Agreement and shall include all additional Obligations resulting from or incurred pursuant to the Restated Credit Agreement. Dated: November 19, 2012 BATESVILLE SERVICES, INC. BATESVILLE CASKET COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: Vice President and Treasurer Title: Vice President and Treasurer BATESVILLE MANUFACTURING, INC. PROCESS EQUIPMENT GROUP, INC. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: Vice President and Treasurer Title: Treasurer K-TRON INVESTMENT CO. ROTEX GLOBAL, LLC By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: Assistant Treasurer Title: Assistant Treasurer K-TRON AMERICA, INC. XXXXXXXX EQUIPMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: Assistant Treasurer Title: Assistant Treasurer PENNSYLVANIA CRUSHER CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxx, Xx. Title: Assistant Treasurer

RBS CITIZENS, N. A., as Syndication Agent and a Lender By: /s/ Xxxx X. Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxx X. Xxxxx Title: Xxxxxxx X. Xxxxx JPMORGAN CHASE Vice President BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President BMO XXXXXX FINANCING, INC., as a Lender By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director TD BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxx Xxxxx Title: Senior Vice President KEYBANK NATIONAL ASSOCIATIONBARCLAYS BANK PLC, as a Lender By: /s/ Xxxxxxxx Xxxxxx Xxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxx Xxxxx Title: Vice President TORONTO DOMINION (NEW YORK) LLCDirector SOVEREIGN BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory BRANCH Senior Vice President WESTPAC BANKING AND TRUST COMPANYCORPORATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President US BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President SOVEREIGN BANK, as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President UBS LOAN FINANCE LLC, as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate Executive Director, Westpac Americas CAPITAL ONE, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President COMERICA BANK, as a Lender By: /s/ Xxxxx Clear Name: Xxxxx Clear Title: Vice President

RBS CITIZENS, N. A., individually as Syndication Agent and a Lender By: and as a Co-Documentation Agent By /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx, CFA Title: Xxxxxxx Senior Vice President BANK OF AMERICA, N.A., individually as a Lender and as a Co-Documentation Agent By /s/ Xxxxxx X. Xxxxx JPMORGAN CHASE Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President TD BANK, N.A., individually as a Lender and as a Co-Documentation Agent By /s/ Xxx XxXxxxx Hackelt Name: Xxx XxXxxxx Hackelt Title: SVP XXXXX FARGO BANK, N.A., as a Lender By: By /s/ Xxxxx X. Xxxxxx Xxxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxxx, Xx. Title: Senior Vice President BARCLAYS BANK PLC, as a Lender By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONFIRST NIAGARA BANK, N.A., as a Lender By: By /s/ Xxxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President TORONTO DOMINION (NEW YORK) LLC, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Xxxxxxxxxx Title: Vice President XXXXXXX BANK, NATIONAL ASSOCIATIONSACHS BANK USA, as a Lender By: By /s/ Xxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Senior Vice President THE NORTHERN TRUST COMPANYAuthorized Signatory XXXXXXX XXXXX BANK, N.A., as a Lender By: By /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: Senior Vice President US LENDER COMMITMENT JPMORGAN CHASE BANK, N.A. $ 45,000,000 HSBC BANK USA, NATIONAL ASSOCIATIONASSOCIATION $ 37,000,000 RBS CITIZENS, N.A. $ 37,000,000 BANK OF AMERICA, N.A. $ 37,000,000 TD BANK, N.A. $ 37,000,000 XXXXX FARGO BANK, N.A. $ 30,000,000 BARCLAYS BANK PLC $ 30,000,000 FIRST NIAGARA BANK, N.A. $ 22,000,000 XXXXXXX SACHS BANK USA $ 15,000,000 XXXXXXX XXXXX BANK, N.A. $ 10,000,000 Number Amount Account Party Beneficiary Issue Date Expiry Date CPCS-273365 $ 246,000 M/A-COM Technology Solutions Holdings, Inc. Zurich American Insurance Company 5/2/2013 4/15/2014 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Vice President SOVEREIGN BANKunder the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President UBS LOAN FINANCE LLCLender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as a Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate Directorthe “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.