AMENDMENT NO. 2 dated as of April 24, 2015 to CREDIT AGREEMENT Dated as of December 20, 2011
CONFORMED COPY
AMENDMENT NO. 2
dated as of April 24, 2015
to
Dated as of December 20, 2011
THIS AMENDMENT NO. 2 (“Amendment”) is made as of April 24, 2015 (the “Effective Date”) by and among Xxxxxxx-Xxxxxx International Inc. (the “Company”), the Subsidiaries thereof identified on the signature pages hereto (together with the Company, the “Borrowers”), the lenders listed on the signature pages hereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of December 20, 2011 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and
WHEREAS, the Borrowers, the Lenders and the Administrative Agent have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent hereby agree as follows.
1.Amendments to the Credit Agreement. Effective as of the Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the definition of “Change of Control” set forth in Section 1.01 of the Credit Agreement is hereby amended to amend and restate clause (d) thereof in its entirety as follows:
(d) [Intentionally Omitted].
2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following conditions precedent:
(a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Lenders required to execute this Amendment pursuant to the Credit Agreement, and the Administrative Agent;
(b) the Administrative Agent shall have received all other fees and amounts due and payable on or prior to the Effective Date, including, to the extent invoiced no less than two (2) Business Days prior to the Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers.
3. Representations and Warranties of each Borrower. Each Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms.
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of such Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof (except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (y) for purposes of this Section 3(b), the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement).
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.
5. Costs and Expenses. The Borrowers jointly and severally shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment.
6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
7. Execution. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.
8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
XXXXXXX-XXXXXX INTERNATIONAL INC., as a Revolving Borrower and the Guarantor | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX HOLDING AG, as a Revolving Borrower and a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX MANAGEMENT HOLDING DEUTSCHLAND GMBH, as a Revolving Borrower and a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX B.V., as a Revolving Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX AG, as a Revolving Borrower and a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
Signature Page to Amendment Xx. 0
Xxxxxxx-Xxxxxx
XXXXXXX-XXXXXX FINANCE, LTD., as a Revolving Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX LUXEMBOURG S.A.R.L., | ||
as a Revolving Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX GLOBAL HOLDINGS LLC, as a Revolving Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX K.K., as a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX, LLC, | ||
as a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
XXXXXXX-XXXXXX INC. (CANADA), | ||
as a Subsidiary Swingline Borrower | ||
By: /s/ Xxxx X. Xxxxxxxx | ||
Name: Xxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender | |
By /s/ Xxxxxxx Xxxx | |
Name: Xxxxxxx Xxxx | |
Title: Vice President | |
Signature Page to Amendment Xx. 0
Xxxxxxx-Xxxxxx
XXXX XX XXXXXXX, X.X., as a Lender | |
By /s/ E. Xxxx Xxxxxxxx | |
Name: E. Xxxx Xxxxxxxx | |
Title: Senior Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | |
By /s/ Xxxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxxx X. Xxxxxx | |
Title: Authorized Signatory | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
U.S. BANK NATIONAL ASSOCIATION, as a Lender | |
By /s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |
Title: Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
XXXXX FARGO BANK, N.A., as a Lender | |
By /s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | |
Title: Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
CITIZENS BANK OF PENNSYLVANIA, as a Lender | |
By /s/ Xxxxxxx X. Xxxxxxx | |
Name: Xxxxxxx X. Xxxxxxx | |
Title: AVP | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
CREDIT SUISSE AG, as a Lender | |
By /s/ Xxxxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxx | |
Name: Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxx | |
Title: Director Assistant Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
PNC BANK, NATIONAL ASSOCIATION, as a Lender | |
By /s/ Xxxx X. Xxxx | |
Name: Xxxx X. Xxxx | |
Title: Senior Vice President | |
Signature Page to Amendment Xx. 0
Xxxxxxx-Xxxxxx
XXXX XX XXXXX, XXX XXXX BRANCH, as a Lender | |
By /s/ Xxxxxxx Xx | |
Name: Xxxxxxx Xx | |
Title: Executive Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
HSBC BANK USA, N.A., as a Lender | |
By /s/ Xxxxx X. Xxxxx | |
Name: Xxxxx X. Xxxxx | |
Title: Senior Vice President | |
Signature Page to Amendment Xx. 0
Xxxxxxx-Xxxxxx
XXX XXXX X.X., XXXXXX BRANCH, as a Lender | |
By /s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Managing Director /s/ Xxxxxxx Kenny Maurice Kenny Director | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
THE NORTHERN TRUST COMPANY, as a Lender | |
By /s/ Xxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx | |
Title: Vice President | |
Signature Page to Amendment Xx. 0
Xxxxxxx-Xxxxxx
XXXXXX XXXX XXXXXXX PLC., as a Lender | |
By /s/ Xxxxxxx Xxxxxx-Xxxxxxxx | |
Name: Xxxxxxx Xxxxxx-Xxxxxxxx | |
Title: Assistant Vice President By /s/ Xxxxxx X. Jensen Name: Xxxxxx X. Jensen Title: Senior Vice President | |
Signature Page to Amendment No. 2
Xxxxxxx-Xxxxxx
