AMENDMENT NO. 1 TO THE
Exhibit 10.01
U.S. $1,250,000,000
AMENDMENT NO. 1 TO THE
SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT
Dated as of October 9, 2015
Among
XXXXXXX CHEMICAL COMPANY
as Company
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
CITIBANK, N.A.
as Administrative Agent
CITIGROUP GLOBAL MARKETS INC.
and
X.X. XXXXXX SECURITIES LLC
as Joint Lead Arrangers
JPMORGAN CHASE BANK, N.A.
as Syndication Agent
and
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
MIZUHO BANK, LTD.
XXXXXX XXXXXXX BANK, N.A.
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Documentation Agents
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Exhibit 10.01
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT dated as of October 9, 2015 (the “Amendment”) to the Second Amended and Restated Five-Year Credit Agreement dated as of October 9, 2014 (the “Credit Agreement”) among XXXXXXX CHEMICAL COMPANY (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages thereof, CITIGROUP GLOBAL MARKETS INC. and X.X. XXXXXX SECURITIES LLC, as joint lead arrangers, JPMORGAN CHASE BANK, N.A., as syndication agent, and CITIBANK, N.A., as administrative agent (the “Agent”).
The parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Section 2. Amendments.
(a) The definition of “Termination Date” in Section 1.01 is amended by deleting the date “October 9, 2019” and substituting therefor the date “October 9, 2020”.
(b) The definition of “Applicable Percentage” in Section 1.01 is amended in full to read as follows:
“Applicable Percentage” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:
Public Debt Rating S&P/Xxxxx'x | Applicable Percentage |
Level 1 A- or A3 or above | 0.090% |
Level 2 BBB+ or Baa1 | 0.125% |
Level 3 BBB or Baa2 | 0.150% |
Xxxxx 0 XXX- or Baa3 | 0.200% |
Level 5 Lower than Xxxxx 0 | 0.250% |
(c) The following new definition “Amendment Effective Date” is added to Section 1.01 in appropriate alphabetical order:
“Amendment Effective Date” means October 9, 2015.
(d) Section 2.20(a) is amended by deleting the phrase “the Effective Date” and substituting therefor the phrase :”the Amendment Effective Date”.
(e) Schedule I is amended in full to read as set forth on Annex A to this Amendment.
64
Exhibit 10.01
Section 3. Waiver; Assignment. The requirements of Sections 2.20, 2.22(b) and 9.07 of the Credit Agreement are, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 4 below, hereby waived to the extent that such Sections require prior notice, consents or execution and delivery of an Assignment and Assumption to effect an assignment by any Lender to effect the restatement of Schedule I to the Credit Agreement as set forth above. Accordingly, after giving effect to this Amendment, only those Lenders listed on Annex A to this Amendment shall have any Commitment, or be considered Lenders under the Credit Agreement, in such amounts as set forth on Annex A.
For an agreed consideration, each Lender whose Revolving Credit Commitment is reduced or terminated by giving effect to this Amendment (each, an “Assignor”) hereby irrevocably sells and assigns to each Lender whose Revolving Credit Commitment is increased (or created) by giving effect to this Amendment, whether by assignment of an Assigned Interest or otherwise (each, an “Increasing Lender”), and each Increasing Lender hereby irrevocably purchases and assumes from each Assignor, subject to and in accordance with the Standard Terms and Conditions attached to the form of Assignment and Assumption (attached to the Credit Agreement as Exhibit C) and the Credit Agreement, as of October 9, 2015, the Assigned Interests (as defined below). Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Amendment, without representation or warranty by any Assignor.
“Assigned Interest” has the meaning ascribed to such term in the form of Assignment and Assumption attached to the Credit Agreement as Exhibit C.
Section 4. Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement will be true and correct on and as of the Amendment Effective Date (as defined in Section 7 below) , before and after giving effect to this Amendment, and (ii) no Default will have occurred and be continuing on such date.
Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic means shall be as effective as delivery of an original executed counterpart of this Amendment.
Section 7. Effectiveness. This Amendment shall become effective on the date when the following conditions are met (the “Amendment Effective Date”):
(a)the Agent shall have received from each of the Company and each of the Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.
(b)the Company shall have paid all reasonable accrued fees and expenses of the Agent and the Lenders (including the reasonable accrued fees and expenses of counsel to the Agent) and accrued fees under the Credit Agreement.
Section 8. Reference to and Effect on the Credit Agreement. The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute waiver of any provision of the Credit Agreement.
65
Exhibit 10.01
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
XXXXXXX CHEMICAL COMPANY | ||
By: | /s/ Xxxx X. Xxxx | |
Name: | Xxxx X. Xxxx | |
Title: | Vice President and Treasurer | |
CITIBANK, N.A., as Agent and as Lender
By: | /s/ Xxxxxxx Xxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxx | |
Title: | Vice President | |
JPMORGAN CHASE BANK, N.A.
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: | Executive Director | |
BANK OF AMERICA, N.A.
By: | /s/ Xxxxxxxxxxx XxXxxxx | |
Name: | Xxxxxxxxxxx XxXxxxx | |
Title: | Director | |
BARCLAYS BANK PLC
By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxxxxx | |
Title: | Vice President | |
MIZUHO BANK, LTD.
By: | /s/ Xxxxx XxXxxxxxxxx | |
Name: | Xxxxx XxXxxxxxxxx | |
Title: | Authorized Signatory | |
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Exhibit 10.01
XXXXXX XXXXXXX BANK, N.A.
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: | Authorized Signatory | |
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | Director | |
HSBC BANK USA, NATIONAL ASSOCIATION
By: | /s/ Xxxxxxx Xxxxx | |
Name: | Xxxxxxx Xxxxx | |
Title: | SVP | |
ROYAL BANK OF CANADA
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Authorized Signatory | |
SUMITOMO MITSUI BANKING CORPORATION
By: | /s/ Xxxxx X. Xxx | |
Name: | Xxxxx X. Xxx | |
Title: | Managing Director | |
SUNTRUST BANK
By: | /s/ Xxxxxxxxxxx Xxxxxx | |
Name: | Xxxxxxxxxxx Xxxxxx | |
Title: | Director | |
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
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Exhibit 10.01
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: | Director | |
THE NORTHERN TRUST COMPANY
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | Xxxxxxx Xxxxxx | |
Title: | Vice President | |
PNC BANK, NATIONAL ASSOCIATION
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Senior Vice President | |
REGIONS BANK
By: | /s/ R. Xxxx Xxxxxx | |
Name: | R. Xxxx Xxxxxx | |
Title: | Vice President | |
SANTANDER BANK, N.A.
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | Executive Director | |
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