INCREMENTAL JOINDER AND AMENDMENT NO. 1
Execution Version
THIS INCREMENTAL JOINDER AND AMENDMENT NO. 1 (this “Agreement”), dated as of December 19, 2019, is among Xxxxxxx Components, Inc., a Delaware corporation (“Xxxxxxx”), LCI INDUSTRIES B.V., a Netherlands limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch Trade Register (Xxxxx van Koophandel) under number 70655421 (“LCI BV”), LCI Industries C.V., a Netherlands limited partnership (commanditaire vennootschap) having its official seat in Elkhart Indiana, the United States of America and registered with the Dutch Trade Register (Xxxxx van Koophandel) under number 70630518 (“LCI CV”; and together with LCI BV, the “Dutch Borrowers”), LCI Industries Pte. Ltd., a company incorporated under the laws of Singapore with company registration number 201932119H (the “New Foreign Borrower”; together with the Dutch Borrowers, the “Foreign Borrowers”; and the Foreign Borrowers together with Xxxxxxx, the “Borrowers”), LCI Industries, a Delaware corporation (the “Company”), each other Subsidiary of the Company listed on the signature pages hereto (together with the Borrowers and the Company, the “Loan Parties”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Company, the lenders party thereto and the Administrative Agent are parties to the Fourth Amended and Restated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement.
(2) The Borrower has requested Incremental Term Loans to be made pursuant to Section 2.04(a) of the Credit Agreement, and the Lenders identified as “Incremental Lenders” on Schedule 1 hereto (the “Incremental Lenders”) have agreed to provide such Incremental Term Loans (the “Term Loans”) by the principal amounts set forth opposite its name on Schedule 1 hereto, subject to the terms and conditions set forth herein.
Section 1. Incremental Commitments.
(a)Pursuant to Section 2.04(a) of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 5 hereof, each Incremental Lender agrees, severally and not jointly, to provide a Term Loan Commitment and to make a Term Loan on the Increase Effective Date in a principal amount equal to the amount set forth opposite its name in Schedule 1 hereto (each such commitment, an “Incremental Commitment” and, collectively, the “Incremental Commitments”), subject to the terms and conditions set forth herein.
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(b)Each Incremental Lender acknowledges and agrees that upon the occurrence of the Increase Effective Date, (a) it shall be bound under this Amendment and (b) with respect to its Term Loan Commitment and its Term Loans it shall be bound under the Credit Agreement (as amended hereby) as a Lender holding a Term Loan Commitment and a Term Loan for all purposes of, the Credit Agreement and the other Loan Documents, and shall perform all the obligations of and shall have all rights of a Lender thereunder. The Term Loan Commitments provided hereunder shall terminate on the Increase Effective Date immediately upon the borrowing of the Term Loans.
(c)From and after the Increase Effective Date, the “Commitments” as defined in the Credit Agreement (prior to giving effect to this Amendment) shall be referred to as the “Revolving Commitments”.
Section 2. Amendment. Effective as of the Increase Effective Date, the Credit Agreement (excluding the Schedules and Exhibits thereto, but including Exhibits A, B and C thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: 
) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.
) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.Section 3. Conditions to Effectiveness. This Agreement, the amendments and waivers set forth herein and the Incremental Commitments shall be effective on and as of the date (the “Increase Effective Date”) on which the following conditions shall have been satisfied:
(a)The Administrative Agent shall have received from each Loan Party and each Lender (including each Incremental Lender and the Administrative Agent) either (i) an original counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or .pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement (followed promptly by original counterparts to be delivered to the Administrative Agent).
(b)The Lenders shall have received satisfactory opinions of counsel to the Borrowers and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Agreement) and of appropriate local counsel and such corporate resolutions, certificates and other documents as the Incremental Lenders shall reasonably require.
(c)The Administrative Agent shall have received a certificate, dated the Increase Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement.
(d)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing, to the extent such concept is applicable in the relevant jurisdiction, of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(e)The Administrative Agent shall have received evidence that the New Foreign Borrower shall have become a party to the Credit Agreement pursuant to Section 1.07 of the Credit Agreement.
(f)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under the Credit Agreement.
Section 4. Confirmation. Each Loan Party agrees that each Loan Document to which it is a party, and each security interest granted by it thereunder, is hereby reaffirmed, ratified, approved and confirmed in each and every respect on and after the Increase Effective Date, except that each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified by this Agreement. In all other respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.
Section 5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 6. Miscellaneous. This Agreement may be executed in 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. The provisions of Section 9.09(b), (c), (d) and (e) and Section 9.10 of the Credit Agreement are incorporated herein mutatis mutandis, and the parties hereto hereby agree that such provisions shall apply to this Agreement with the same force and effect as if set forth herein in their entirety.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| LCI INDUSTRIES | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
XXXXXXX COMPONENTS, INC., | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
LCI SERVICE CORP., | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
XXXXXXX COMPONENTS MANUFACTURING, INC., | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
INNOVATIVE DESIGN SOLUTIONS, INC., | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
XXXXXX MADE GROUP, LLC, | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
| LCI INDUSTRIES C.V., Represented by its sole general partner, kinro texas inc. | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: CFO | |||||
| LCI INDUSTRIES B.V. | |||||
| By: | s/s Xxxxx X. Xxxx | ||||
Name: Xxxxx X. Hall Title: Director | |||||
JPMORGAN CHASE BANK, N.A., individually as a Lender, as an Issuing Bank and as Administrative Agent | |||||
| By: | s/s Xxxxxx X. Xxxxxxxx | ||||
Name: Xxxxxx X. Harrison Title: Executive Director | |||||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank and as a Lender | |||||
| By: | s/s Xxxx X. Xxxxx | ||||
Name: Xxxx X. Burda Title: Senior Vice President | |||||
Bank of America, N.A., as a Lender | |||||
| By: | s/s Xxxxx X. Xxxxx | ||||
Name: Xxxxx X. Smith Title: Senior Vice President | |||||
TRUIST BANK, as successor by merger to SunTrust Bank, as a Lender | |||||
| By: | s/s Xxxxxx Xxxx | ||||
Name: Xxxxxx Cruz Title: Director | |||||
BMO Xxxxxx Bank N.A., as a Lender | |||||
| By: | s/s Xxxxxx Xxxxxxxxx | ||||
Name: Xxxxxx Hovermale Title: Director | |||||
Bank of the West, as a Lender | |||||
| By: | s/s Xxxxx Xxxx | ||||
Name: Xxxxx Wang Title: Director | |||||
U.S. Bank, National Association, as a Lender | |||||
| By: | s/s Xxxxxx X. Xxxxxxx | ||||
Name: Xxxxxx X. Stariha Title: Vice President | |||||
TRUIST BANK, FORMERLY KNOWN AS BRANCH BANKING & TRUST COMPANY, as a Lender | |||||
| By: | s/s Xxxx X. Xxxxxxxx | ||||
Name: Xxxx X. Hamilton Title: Senior Vice President | |||||
Fifth Third Bank, as a Lender | |||||
| By: | s/s Xxxxxxx X. Xxxx | ||||
Name: Xxxxxxx X. Veal Title: Vice President | |||||
HSBC Bank USA, National Association, as a Lender | |||||
| By: | s/s Xxxxxxx Xxxxxxx | ||||
Name: Xxxxxxx Brannon Title: Vice President | |||||
Schedule 1
| Incremental Lenders | Term Loan Commitments | ||||
| JPMorgan Chase Bank, N.A. | $40,000,000 | ||||
| Xxxxx Fargo Bank, N.A. | $40,000,000 | ||||
| Bank of America, N.A. | $50,000,000 | ||||
| Truist Bank, as successor by merger to SunTrust Bank | $30,000,000 | ||||
| BMO Xxxxxx Bank N.A. | $50,000,000 | ||||
| Bank of the West | $22,500,000 | ||||
| U.S. Bank, National Association | $22,500,000 | ||||
| Fifth Third Bank | $30,000,000 | ||||
| HSBC Bank USA, National Association | $15,000,000 | ||||
| TOTAL | $300,000,000 | ||||
735381809
Execution Version
Exhibit A
Amended Credit Agreement
735381809
