CREDIT AGREEMENT Dated as of November 1, 2021 among ROLLER BEARING COMPANY OF AMERICA, INC., as the Borrower RBC BEARINGS INCORPORATED, as Holdings, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • November 2nd, 2021 • RBC Bearings INC • Ball & roller bearings • Delaware
CREDIT AGREEMENT, dated as of November 1, 2021, as amended, restated, supplemented or otherwise modified from time to time, among RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 15, 2005 among ROLLER BEARING COMPANY OF AMERICA, INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as...Credit Agreement • August 19th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of August 15, 2005, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
CREDIT AGREEMENT dated as of November 30, 2010 Among ROLLER BEARING COMPANY OF AMERICA, INC., as Borrower, RBC BEARINGS INCORPORATED, as Holdings, (Guarantor) THE LENDERS NAMED HEREIN, as Lenders, JPMORGAN CHASE BANK, N.A., as the Administrative...Credit Agreement • December 1st, 2010 • RBC Bearings INC • Ball & roller bearings • New York
THIS CREDIT AGREEMENT is entered into as of November 30, 2010 among the following: (i) ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”); (ii) RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iv) JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (the “Administrative Agent”), the Swing Line Lender (as hereinafter defined) and an LC Issuer (as hereafter defined); (v) J.P. MORGAN SECURITIES LLC., as co-lead arranger and joint bookrunner, (vi) KEYBANK NATIONAL ASSOCIATION, as co-lead arranger, joint bookrunner and syndication agent; and(vi) BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A. as Co-Documentation Agents.
SECURITY AGREEMENTSecurity Agreement • April 28th, 2015 • RBC Bearings INC • Ball & roller bearings • New York
THIS SECURITY AGREEMENT, dated as of April 24, 2015, among Roller Bearing Company of America, Inc., a Delaware corporation (“Borrower”), RBC Bearings Incorporated, a Delaware corporation (“Holdings”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for its benefit and the benefit of the Secured Parties.
Underwriting AgreementUnderwriting Agreement • September 24th, 2021 • RBC Bearings INC • Ball & roller bearings • New York
RBC Bearings Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
RESTATED AND AMENDED EMPLOYMENT AGREEMENT WITH MICHAEL J. HARTNETTEmployment Agreement • June 9th, 2022 • RBC Bearings INC • Ball & roller bearings • Connecticut
This Employment Agreement (the “Employment Agreement”) is dated June 3, 2022, is amended and restated to be effective as of this 3rd day of April, 2022 (the “Commencement Date”) and is made between RBC Bearings Incorporated, a Delaware corporation (“Employer” or the “Company”), and Michael J. Hartnett Ph.D. (“Employee”). Prior to and through the time of the entry into this Agreement, Employee has served as Employer’s President, Chief Executive Officer and Chairman of its Board of Directors pursuant to an Employment Agreement dated effective April 2, 2017 (“Prior Employment Agreement”). Both parties wish to continue this employment relationship exclusively under the terms reflected in this Agreement, and consistent with past practices, not in any case, as an at will employee.
PLEDGE AGREEMENTPledge Agreement • November 2nd, 2021 • RBC Bearings INC • Ball & roller bearings • New York
PLEDGE AGREEMENT, dated as of November 1, 2021, among RBC Bearings Incorporated, a Delaware corporation (“Holdings”), Roller Bearing Company of America, Inc., a Delaware corporation (“Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 30 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
RBC BEARINGS INCORPORATED (a Delaware corporation) 8,288,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 5th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
LOAN AGREEMENT by and between CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK and ROLLER BEARING COMPANY OF AMERICA, INC. Dated as of April 1, 1999Loan Agreement • May 11th, 2005 • RBC Bearings INC
THIS LOAN AGREEMENT, dated as of April 1, 1999, between the CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, an entity within the Trade and Commerce Agency of the State of California (the “Issuer”), and ROLLER BEARING COMPANY OF AMERICA, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”).
ROLLER BEARING COMPANY OF AMERICA, INC., as Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.375% Senior Notes due 2029 INDENTURE Dated as of October 7, 2021Indenture • October 7th, 2021 • RBC Bearings INC • Ball & roller bearings • New York
INDENTURE dated as of October 7, 2021, between ROLLER BEARING COMPANY OF AMERICA, INC. (the “Company” or the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RBC BEARINGS INCORPORATED (a Delaware corporation) 7,067,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • April 7th, 2006 • RBC Bearings INC • Ball & roller bearings • New York
RBC Bearings Incorporated, a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (collectively, the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto, and (ii) the grant by the Company to the Underwriters, acting severally and no
AGREEMENT between Roller Bearing Company of America and International Union U.A.W. Local 502 July 1, 2004Collective Bargaining Agreement • May 11th, 2005 • RBC Bearings INC
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG Roller Bearing Holding Company, Inc., Dr. Michael J. Hartnett and Hartnett Family Investments, L.P. AND Whitney RBHC Investor, LLC and Whitney V, L.P. Dated as of February 6, 2003Stockholders’ Agreement • August 8th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
This Second Amended and Restated Stockholder’s Agreement, dated as of this 6th day of February, 2003, by and among Roller Bearing Holding Company, Inc., a Delaware corporation (“Holdings”), Whitney RBHC Investor, LLC, a Delaware limited liability company (“Whitney Investor”) and Whitney V, L.P., a Delaware limited partnership (“Whitney V” and, collectively with Whitney Investor, “Whitney”), Dr. Michael J. Hartnett and Hartnett Family Investments, L.P., a Delaware limited partnership (together with Dr. Michael J. Hartnett, “Hartnett” and together with Whitney, collectively the “Initial Parties” and individually an “Initial Party”) and the Persons who by operation of Section 2.6 become a party hereto.
LOAN AGREEMENTLoan Agreement • May 11th, 2005 • RBC Bearings INC • South Carolina
THIS LOAN AGREEMENT, dated as of September 1, 1994 (this “Agreement” or “Loan Agreement”), between the SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY, a body corporate and politic and an agency of the State of South Carolina (the “Issuer”), and ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”);
AGREEMENT Between BREMEN BEARINGS OF RBC USA, INC. PLYMOUTH, INDIANA PLANT And INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, THECollective Bargaining Agreement • May 11th, 2005 • RBC Bearings INC
AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH DANIEL A. BERGERONEmployment Agreement • June 28th, 2024 • RBC Bearings INC • Ball & roller bearings • Connecticut
This Amended and Restated Employment Agreement (this “Agreement”) is dated June 27, 2024, is made effective as of June 1, 2024 (the “Effective Date”), and is made between RBC Bearings Incorporated, a Delaware corporation (“Employer” or the “Company”), and Daniel A. Bergeron (“Employee”). Prior to the time of the entry into this Agreement, Employee has served as Employer’s Vice President and Chief Operating Officer pursuant to an Amended and Restated Employment Agreement dated as of June 3, 2022 (the “Prior Employment Agreement”). Both parties wish to continue this employment relationship exclusively under the terms reflected in this Agreement, and consistent with past practices, not in any case, as an at will employee. Capitalized terms used herein without definition have the meanings provided in Section 8.
PARENT GUARANTYParent Guaranty • December 1st, 2010 • RBC Bearings INC • Ball & roller bearings • New York
This PARENT GUARANTY (this “Guaranty Agreement”) is made as of the 30th day of November, 2010, by RBC BEARINGS INCORPORATED, a Delaware corporation (together with its successors and assigns, the “Parent Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as Administrative Agent (as hereinafter defined).
EQUITY PURCHASE AGREEMENT by and among DOVER CORPORATION (CANADA) LIMITED and DOVER ENGINEERED SYSTEMS, INC., as Sellers, ROLLER BEARING COMPANY OF AMERICA, INC., as Buyer, and RBC BEARINGS INCORPORATED, as Guarantor Dated as of March 26, 2015Equity Purchase Agreement • March 26th, 2015 • RBC Bearings INC • Ball & roller bearings • New York
This EQUITY PURCHASE AGREEMENT, dated as of March 26, 2015 (this “Agreement”), is by and among Dover Corporation (Canada) Limited (“Dover Canada”), a corporation incorporated under the laws of the Province of British Columbia, Canada, Dover Engineered Systems, Inc., a Delaware corporation (“Dover US”, and together with Dover Canada, the “Sellers”), Roller Bearing Company of America, Inc., a Delaware corporation (“Buyer”), and solely for the purposes of Section 12.20, RBC Bearings Incorporated, a Delaware corporation (“RBC Parent”).
SECURITY AGREEMENTSecurity Agreement • May 11th, 2005 • RBC Bearings INC • New York
WHEREAS, pursuant to that certain SCIL Credit Agreement dated as of the date hereof by and among Grantors, SCIL Agent and SCIL Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), SCIL Lenders have agreed to make the second collateral institutional loan to Borrower (the “SCIL”);
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 7th, 2022 • RBC Bearings INC • Ball & roller bearings • New York
CREDIT AGREEMENT, dated as of November 1, 2021, as amended, restated, supplemented or otherwise modified from time to time, among RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
FORM OF AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 8th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
This Amendment No. 1 (this “Amendment Agreement”) dated as of August , 2005 (the “Effective Date”) to the Second Amended and Restated Stockholders’ Agreement, dated February 6, 2003, (the “Stockholders’ Agreement”), is entered into by and among RBC Bearings Incorporated (f/k/a Roller Bearing Holding Company Inc.), a Delaware corporation (the “Company” or “Holdings”), Whitney RBHC Investor, LLC a Delaware limited liability company (“Whitney Investor”) and Whitney V, L.P., a Delaware limited partnership (“Whitney V” and, collectively with Whitney Investor, “Whitney”), Dr. Michael J. Hartnett and Hartnett Family Investments, L.P., a Delaware limited partnership (together with Dr. Michael J. Hartnett, “Hartnett” and together with Whitney, collectively the “Initial Parties” and individually an “Initial Party”).
AGREEMENTCollective Bargaining Agreement • July 26th, 2005 • RBC Bearings INC • Ball & roller bearings
FORM OF PURCHASE AGREEMENT RBC BEARINGS INCORPORATED (a Delaware corporation) 8,288,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • July 26th, 2005 • RBC Bearings INC • Ball & roller bearings • New York
PLEDGE AGREEMENTPledge Agreement • May 11th, 2005 • RBC Bearings INC • New York
This PLEDGE AGREEMENT, dated as of May 30, 2002 (together with all amendments, if any, from time to time hereto, this “AGREEMENT”) between ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “PLEDGOR”), and GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as Agent for Lenders (“Agent”).
PLEDGE AGREEMENTPledge Agreement • April 28th, 2015 • RBC Bearings INC • Ball & roller bearings • New York
PLEDGE AGREEMENT, dated as of April 24, 2015, among RBC Bearings Incorporated, a Delaware corporation (“Holdings”), Roller Bearing Company of America, Inc., a Delaware corporation (“Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 30 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings and the Borrower are referred to collectively as the “Pledgors”) and Wells Fargo Bank, National Association, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 29, 2004 among ROLLER BEARING COMPANY OF AMERICA, INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as...Credit Agreement • May 11th, 2005 • RBC Bearings INC • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2004, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
AMENDMENT NO. 1Credit Agreement • February 5th, 2019 • RBC Bearings INC • Ball & roller bearings • New York
AMENDMENT NO. 1, dated as of January 31, 2019 (this “Amendment”), among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”), RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), the other Credit Parties, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), to the Credit Agreement dated as of April 24, 2015 (as amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Borrower, Holdings, the Administrative Agent, the Collateral Agent, the Swingline Lender, Letter of Credit Issuer and the Lenders referred to therein (the “Existing Lenders”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SECURITY AGREEMENTSecurity Agreement • December 1st, 2010 • RBC Bearings INC • Ball & roller bearings • New York
This SECURITY AGREEMENT (this “Agreement”) dated as of November 30, 2010, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”), RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), each of the Subsidiaries of Holdings identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto and each other such Subsidiary that may hereafter become a Subsidiary Guarantor party hereto pursuant to Section 6.11 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with the Borrower and Holdings, the “Obligors”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its capacity as Administrative Agent for the benefit of the Secured Creditors (all capitalized terms used without being defined in this preamble and in the recitals below shall have the meanings provided for in Section 1).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 16th, 2014 • RBC Bearings INC • Ball & roller bearings • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2014, among the following: (i) ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”); (ii) RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”), (iii) the financial institutions listed on the signature pages hereof; and (iv) JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), the Swing Line Lender and an LC Issuer under the Credit Agreement (as hereafter defined).
Underwriting AgreementUnderwriting Agreement • September 24th, 2021 • RBC Bearings INC • Ball & roller bearings • New York
RBC Bearings Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 600,000 additional shares (the “Optional Securities”) of 5.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share and with a liquidation preference of $100 per share, of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”). The Securities will be convertible into a variable number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Such Common Stock of the Company into which the Securities are convertible is hereinafter referred to as the “Conversion Securit
ContractLease Agreement • May 11th, 2005 • RBC Bearings INC • Connecticut
INDENTURE OF LEASE made as of March 30, 2004 by and between RAYMOND HUNICKE, LLC, a Connecticut limited liability company (hereinafter “Lessor”) and ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (hereinafter “Lessee”).
Agreement Between RBC Heim Bearings And Local No. 376 International Union, United Automobile, Aerospace and Agricultural Implement Workers Of America Effective from February 1, 2008 To midnight January 31, 2013Collective Bargaining Agreement • February 7th, 2008 • RBC Bearings INC • Ball & roller bearings
SCIL CREDIT AGREEMENT Dated as of June 29, 2004 among ROLLER BEARING COMPANY OF AMERICA, INC. as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as SCIL Lenders, GENERAL ELECTRIC...Credit Agreement • May 11th, 2005 • RBC Bearings INC • New York
This SCIL CREDIT AGREEMENT (this “Agreement”), dated as of June 29, 2004, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as SCIL Lender, and as SCIL Agent for SCIL Lenders, and the other SCIL Lenders signatory hereto from time to time.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • September 10th, 2007 • RBC Bearings INC • Ball & roller bearings • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 10, 2007, among ROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (the “Borrower”), RBC BEARINGS INCORPORATED, a Delaware corporation (“Holdings”) various financial institutions and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (as defined below).
SECURITY AGREEMENTSecurity Agreement • May 11th, 2005 • RBC Bearings INC • New York
WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantors, Agent and Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “CREDIT AGREEMENT”), Lenders have agreed to make the Loans and to incur Letter of Credit Obligations on behalf of Borrower;
