FIRST AMENDMENT
Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 20, 2005 (this “Amendment”), with respect to the Multi-Currency, Multi-Option Credit Agreement, dated as of August 14, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein), among Xxxxxx International Industries, Incorporated, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), the Bank of Nova Scotia as documentation agent, JPMorgan Chase Bank, N.A. as arranger and JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Company; and
WHEREAS, the Company has requested, and, upon this Amendment becoming effective, the Administrative Agent and the Lenders have agreed, that certain provisions of the Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto hereby agree as follows:
SECTION I AMENDMENT
1.1 Amendment to Section 9.6. Section 9.6 of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:
“Notwithstanding any term or provision in this Agreement and in addition to any other term or provision in this Section 9.6, so long as no Event of Default has occurred and is continuing, the Company may from time to time after May 20, 2005 purchase or repurchase any shares of any class of its Capital Stock (whether in a single transaction or in multiple transactions) in an aggregate amount not to exceed $100,000,000.”
SECTION II MISCELLANEOUS
2.1 Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first set forth above upon the Administrative Agent having received counterparts of this Amendment duly executed and delivered by the Company and the Majority Lenders.
2.2 Continuing Effect; No Other Amendments. Except to the extent the Credit Agreement is expressly modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents in effect on the date hereof are and shall remain in full force and effect. This Amendment shall constitute a Loan Document.
2.3 Payment of Expenses. The Company agrees to pay and reimburse the Administrative Agent for all of the reasonable out-of-pocket fees and disbursements of legal counsel to the Administrative Agent incurred by the Administrative Agent to date in connection with this Amendment.
2.4 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
XXXXXX
INTERNATIONAL INDUSTRIES,
INCORPORATED
By:
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title: Executive
Vice President, Chief Operating Officer
and
Chief Financial Officer
JPMORGAN
CHASE BANK, N.A., as
Administrative
Agent and as a Lender
By:
/s/ Xxxxx Xxxxx
Name: Xxxxx
Xxxxx
Title: Vice
President
The Bank of Nova Scotia
Name
of Lender
By:
/s/ Xxxx Xxxxxx
Name: Xxxx
Xxxxxx
Title: Managing
Director
Danske Bank A/S
Name
of Lender
By:
/s/ Xxxx Xxxxxx
Name: Xxxx
Xxxxxx
Title: Vice
President
By:
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
Title: Vice
President
Credit
Suisse, Cayman Islands Branch (formally
known
as Credit Suisse First Boston, acting through
its
Cayman Islands Branch)
By:
/s/ Xxxxx Xxxxxx
Name: Xxxxx
Xxxxxx
Title: Director
By:
/s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title: Associate
Bayerische
Hypo-Und Vereinsbank, AG
By:
Name:
Title:
Name of Lender: Citibank, N.A.
By:
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Vice
President
HSBC Bank USA, National Association
Name
of Lender
By:
/s/ Xxxxx X. Xxxxxx
Name: Xxxxx
X. Xxxxxx
Title: Senior
Vice President
Israel Discount Bank of New York
Name
of Lender
By:
/s/ Xxxx Xxxxxxxxx
Name: Xxxx
Xxxxxxxxx
Title: First
Vice President
By:
/s/ Xxxx Xxxxxx
Name: Xxxx
Xxxxxx
Title: First
Vice President
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
Name
of Lender
By:
/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx
Xxxxxxxxx
Title: Asst.
Vice President
