EXTENSION AGREEMENT
Exhibit 10.1
Execution Version
This Extension of the Credit Agreement (this “Agreement”), dated as of 24 January 2024, among XXXXXX XXXXXX INTERNATIONAL INC., a Virginia corporation (“PMI”), the financial institutions and other institutional lenders from time to time parties to the Credit Agreement referred to below that have agreed to extend their commitments (the “Extending Lenders”), DBS Bank, Ltd., as a new lender (the “New Lender” and, together with the Extending Lenders, the “Lenders”), and CITIBANK EUROPE PLC, UK BRANCH (legal successor to Citibank International Limited), as Administrative Agent.
3. Joinder to Credit Agreement.
(a) The New Lender hereby agrees to become a party to the Credit Agreement as extended hereby and provide a Commitment as set forth in Schedule 4 (Commitments) attached hereto on the terms and conditions set forth herein.
(b) The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, and (B) (x) the source of any funds it is using to make any Advance is not and will not be plan assets as defined under the regulations of the Department of Labor of any Plan subject to Title I of ERISA or Section 4975 of the Code or (y) the assignment or Advance is not and will not be a non-exempt prohibited transaction as defined in Section 406 of ERISA; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.1(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.
(c) Pursuant to the terms hereof, the New Lender shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement, (iii) perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender under the Credit Agreement; and (iv) have the rights and obligations of a Lender under the Credit Agreement.
(d) The applicable address, facsimile number and electronic mail address of the New Lender for purposes of Section 9.2 of the Credit Agreement are as set forth in the New Lender’s administrative questionnaire delivered by the New Lender to the Administrative Agent on or before the date hereof or to such other address, facsimile number and electronic mail address as shall be designated by the New Lender in a notice to the Administrative Agent.
(a) Schedule 4 (Commitments) is hereby deleted in its entirety and is replaced with Schedule 4 (Commitments) attached hereto.
(b) Each Person whose name appears on Schedule 4 (Commitments) attached hereto acknowledges and agrees that, on and as of the effective date of this Agreement, such Person shall be a Lender under the Credit Agreement as extended hereby and shall have a Commitment as set forth next to the name of such Person on Schedule 4 (Commitments) attached hereto. Each party hereto acknowledges and agrees that, on and as of the effective date of this Agreement, Schedule 4 (Commitments) attached hereto sets forth all the Commitments of all the Lenders.
6. Effective Date. This Agreement shall become effective on 30 January 2024.
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11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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XXXXXX XXXXXX INTERNATIONAL INC. | |||
By: | /s/ Frank de Rooij | ||
Name: | Frank de Rooij | ||
Title: | Vice President | ||
Treasury and Corporate Finance |
Signature page - Extension Agreement
CITIBANK EUROPE PLC, UK BRANCH, as Administrative Agent | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Vice President |
Signature page - Extension Agreement
CITIBANK, N.A., as Extending Lender | |||
By: | /s/ Xxxxx Xxxx | ||
Name: | Xxxxx Xxxx | ||
Title: | Managing Director |
Signature page - Extension Agreement
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Extending Lender | |||
By: | /s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Director |
By: | /s/ Xxxxx Xxxxxxxx | ||
Name: | Xxxxx Xxxxxxxx | ||
Title: | Managing Director |
Signature page - Extension Agreement
BANCO SANTANDER, S.A., NEW YORK BRANCH, as Extending Lender | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Managing Director |
By: | /s/ Xxxx Xxxx-Xxxxxxxx | ||
Name: | Xxxx Xxxx-Xxxxxxxx | ||
Title: | Executive Director |
Signature page - Extension Agreement
BANK OF AMERICA, N.A., as Extending Lender | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Vice President |
Signature page - Extension Agreement
BANK OF CHINA (EUROPE) S.A., as Extending Lender | |||
By: | /s/ XXXX Xx | ||
Name: | XXXX Xx | ||
Title: | Assistant General Manager |
Signature page - Extension Agreement
BARCLAYS BANK PLC, as Extending Lender | |||
By: | /s/ Xxxx Xxxx | ||
Name: | Xxxx Xxxx | ||
Title: | Vice President |
Signature page - Extension Agreement
DBS BANK, LTD., as New Lender | |||
By: | /s/ Xxxx Xxxx | ||
Name: | Xxxx Xxxx | ||
Title: | Vice President |
Signature page - Extension Agreement
deutsche bank ag new york branch, as Extending Lender | |||
By: | /s/ Xxxx X. Xxx | ||
Name: | Xxxx X. Xxx | ||
Title: | Director | ||
By: | /s/ Xxxxx Xxxxx | ||
Name: | Xxxxx Xxxxx | ||
Title: | Managing Director | ||
Signature page - Extension Agreement
XXXXXXX XXXXX BANK USA, as Extending Lender | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Authorized Signatory | ||
Signature page - Extension Agreement
HSBC BANK PLC, as Extending Lender | |||
By: | /s/ Xxx Xxxxxx | ||
Name: | Xxx Xxxxxx | ||
Title: | Vice President | ||
Signature page - Extension Agreement
MIZUHO BANK, LTD., as Extending Lender | |||
By: | /s/ Xxxxx Xxxx | ||
Name: | Xxxxx Xxxx | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
STANDARD CHARTERED BANK, as Extending Lender | |||
By: | /s/ Xxxxx Xxxxxxx | ||
Name: | Xxxxx Xxxxxxx | ||
Title: | Managing Director | ||
Signature page - Extension Agreement
SUMITOMO MITSUI BANKING Corporation, as Extending Lender | |||
By: | /s/ Xxxxxxx Xxxxxxxxx | ||
Name: | Xxxxxxx Xxxxxxxxx | ||
Title: | Director | ||
By: | /s/ Xxxxx Xxxxxxx | ||
Name: | Xxxxx Xxxxxxx | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
UBS SWITZERLAND AG, as Extending Lender | |||
By: | /s/ Xxxxxxx Xxxxxxxx | ||
Name: | Xxxxxxx Xxxxxxxx | ||
Title: | Associate Director | ||
By: | /s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Executive Director | ||
Signature page - Extension Agreement
xxxxx fargo bank, n.a., LONDON BRANCH, as Extending Lender | |||
By: | /s/ Xxxxxxxx Xxxxxx | ||
Name: | Xxxxxxxx Xxxxxx | ||
Title: | Director |
Signature page - Extension Agreement