Extension Letter
Exhibit 10.2
July 31, 2018
Xxxxxx Technologies Company
00xx Xxxxx
Xxx Xxxx Xxxx Xxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, President, COO
Extension Letter
We refer to that certain Term Loan Credit and Security Agreement, dated as of October 10, 2017 (as amended by that Limited Waiver and First Amendment to Term Loan Credit and Security Agreement and Certain Other Documents, dated as of June 29, 2018 (the “Amendment”), and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Xxxxxx Technologies Company, a Tennessee corporation (“Xxxxxx Technologies”), XXXXXX HOLDINGS, INC., a Nevada corporation (“Holdings”), and ASPEN REFRIGERANTS, INC. (formerly known as AIRGAS-REFRIGERANTS, INC.), a Delaware corporation (“ARI” and together with Xxxxxx Technologies, and Holdings, collectively, the “Borrowers”, and each a “Borrower”), the other Credit Parties hereto, the financial institutions party thereto as lenders (the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral agent and administrative agent for the Lenders (in such capacities, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or the Amendment, as applicable.
At the request of the Borrowers, Agent and Lenders have agreed that the date for compliance with the Total Leverage Ratio covenant set forth in Section 1.1 of the First Amendment shall be extended to August 7, 2018. Accordingly, effective as of the date hereof, Borrowers, Agent, and Lenders agree that the text “July 31, 2018” in Section 1.1 of the First Amendment is hereby replaced with the text “August 7, 2018”.
Except as expressly provided herein, the Credit Agreement and each Other Document shall continue in full force and effect, and the extension set forth above is limited solely to the matters stated above and shall not be deemed to be a waiver or amendment of any other provision of the Credit Agreement or any Other Document. Without limiting the foregoing, the Administrative Agent and the Lenders expressly reserve all of their rights, powers, privileges and remedies under the Credit Agreement, the other Documents and applicable law. This letter agreement shall constitute an Other Document under the terms of the Credit Agreement. The governing law, jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 14.1 and 11.8 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Credit Agreement (as modified by this letter agreement) and the Other Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This letter agreement may be executed and delivered via facsimile or email (in .pdf format) transmission with the same force and effect as if an original were executed, and may be executed in original counterparts each of which counterpart shall be deemed an original document but all of which counterparts together shall constitute one and the same agreement.
By their execution hereof, Lenders hereby instruct and direct Agent to execute this letter agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| Very truly yours, | |
| AGENT: | |
| U.S. BANK NATIONAL ASSOCIATION, | |
| as Agent | |
| By: /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | |
| Title: Vice President |
| cc: | Xxxxxx and Xxxx LLP |
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Esq.
Signature Page to Extension Letter – Xxxxxx Technologies
| LENDERS: | |
| FS INVESTMENT CORPORATION | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| XXXXXXXX STREET FUNDING LLC | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| GREEN CREEK LLC | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| JUNIATA RIVER LLC | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| JEFFERSON SQUARE FUNDING LLC | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| FS INVESTMENT CORPORATION II | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| FS INVESTMENT CORPORATION III | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory | |
| FS INVESTMENT CORPORATION IV | |
| By: /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | |
| Title: Authorized Signatory |
Signature Page to Extension Letter – Xxxxxx Technologies
Acknowledged and agreed:
BORROWERS:
XXXXXX TECHNOLOGIES COMPANY
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
XXXXXX HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
ASPEN REFRIGERANTS, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
GUARANTOR:
XXXXXX TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
Signature Page to Extension Letter – Xxxxxx Technologies
