FOURTH AMENDMENT

Exhibit 10.2

FOURTH AMENDMENT

FOURTH AMENDMENT, dated as of March 21, 2024 (this “Amendment”), among Xxxxxx International Inc., a Delaware corporation (the “Borrower”), the Banks party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized undefined terms used in this Amendment shall have the meanings assigned thereto in the Credit Agreement (as defined below).

W I T N E S S E T H

    WHEREAS, the Borrower, the financial institutions party thereto (the “Banks”) and the Administrative Agent are party to that certain Five-Year Credit Agreement, dated as of September 30, 2021, as amended by that certain First Amendment, dated as of September 28, 2022, that certain Second Amendment, dated as of September 28, 2022 and that certain Third Amendment, dated as of March 13, 2023 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and as further amended by this Amendment, the “Amended Credit Agreement”).

WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to make, and have made, certain loans to the Borrower;

WHEREAS, the Borrower wishes to effect certain amendments to the Credit Agreement in accordance with Section 11.01(a) of the Credit Agreement;

WHEREAS, the Banks party hereto constituting Majority Banks under the Credit Agreement, the Borrower and the Administrative Agent are willing to agree to the terms of this Amendment and the amendments to the Credit Agreement effected hereby; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the parties hereto agree as follows:

ARTICLE 1.
AMENDMENTS TO THE CREDIT AGREEMENT

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Separation Effectiveness Date” means the date of the sale or spinoff of the Borrower’s Kidney Care business as disclosed in the Current Report on Form 8-K with the SEC filed on March 4, 2024.

(b) Section 5.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

SECTION 5.05. Reduction of the Commitments

(a) The Borrower may, upon at least three (3) Business Days’ written notice to the Administrative Agent, terminate in whole or reduce ratably in part the respective Commitments of the Banks on a permanent basis; provided that (i) any such reduction shall not cause the Aggregate Commitments to be less than the Aggregate Revolving Credit Exposure at such time,

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and (ii) in the case of any partial reduction of the Commitments, such partial reduction shall be in an aggregate amount not less than the lesser of (A) $20,000,000 (or an integral multiple of $5,000,000 in excess thereof) and (B) the amount by which the Aggregate Commitments exceed the Aggregate Revolving Credit Exposure at such time. Such notice of termination or reduction may be conditioned on the effectiveness of other credit facilities, an acquisition, investment, Change of Control or any other financing or sale transaction.

(b) Unless previously reduced to an aggregate amount equal to or less than $2,000,000,000, the Commitments shall be reduced ratably such that the Aggregate Commitments are equal to $2,000,000,000 on the earlier of (i) September 30, 2024 and (ii) the Separation Effectiveness Date. In the event the Separation Effectiveness Date occurs prior to September 30, 2024, unless the Commitments have previously been reduced to an aggregate amount equal to or less than $2,000,000,000, the Borrower shall provide written notice to the Administrative Agent that the Separation Effectiveness Date has occurred and the reduction of Commitments pursuant to this Section 5.05(b) shall occur on such date.

(c) Section 8.02(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(c) Net Leverage Ratio. As of the last day of any fiscal quarter (commencing with fiscal quarter ending March 31, 2022), permit the Net Leverage Ratio on a pro forma basis for the applicable Test Period to be greater than the Net Leverage Ratio set forth in the table below:

Quarter Ending or Ended			Ratio
March 31, 2022			5.00 to 1.00
June 30, 2022			5.00 to 1.00
September 30, 2022			5.00 to 1.00
December 31, 2022			5.00 to 1.00
March 31, 2023			5.25 to 1.00
June 30, 2023			5.50 to 1.00
September 30, 2023			5.50 to 1.00
December 31, 2023			5.25 to 1.00
March 31, 2024			5.00 to 1.00
June 30, 2024			4.75 to 1.00
September 30, 2024			4.75 to 1.00

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December 31, 2024			4.75 to 1.00
March 31, 2025			4.75 to 1.00
June 30, 2025			4.25 to 1.00
September 30, 2025			4.00 to 1.00
December 31, 2025 and thereafter			3.75 to 1.00

provided, however, for any fiscal quarter ended after September 30, 2025, such Net Leverage Ratio shall be increased to 4.50 to 1.00 for each of the four fiscal quarters ending immediately following the consummation of any Material Acquisition.

ARTICLE 2.
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Banks party hereto that:

(a)The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower, except in the case of this clause (ii) where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial condition or operations of the Borrower and its Consolidated Subsidiaries (taken as a whole).

(b)The representations and warranties set forth in Article VII of the Amended Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to and as of the Fourth Amendment Effective Date (as defined below) as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(c)At the time of and immediately after giving effect to this Amendment, no Event of Default or Unmatured Event of Default has occurred and is continuing.

ARTICLE 3.
CONDITIONS PRECEDENT

This Amendment shall become effective subject to the satisfaction of the following conditions (which occurred on the date hereof (such date, the “Fourth Amendment Effective Date”)):

(a)Executed Counterparts. The Administrative Agent shall have received executed counterparts of this Amendment from the Borrower and the Banks constituting the Majority Banks under the Credit Agreement.

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(b)Officer’s Certificate. The Administrative Agent shall have received a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower the accuracy of the representations and warranties set forth in Article 2 hereof.

(c)Fees and Expenses. The Borrower shall have paid all fees due and payable pursuant to that certain Fee Letter, dated as of March 13, 2024, among the Borrower and the Administrative Agent. All other costs, fees and expenses payable to the Administrative Agent (including, without limitation, legal fees and expenses) shall have been paid on or prior to the Fourth Amendment Effective Date, to the extent invoiced at least two Business Days prior to the Fourth Amendment Effective Date.

(d)USA PATRIOT Act, Beneficial Ownership. The Administrative Agent and each requesting Bank shall have received, at least 3 Business Days prior to the Fourth Amendment Effective Date, all documentation and other information reasonably requested in writing by the Administrative Agent or such Bank, at least 5 Business Days prior to the Fourth Amendment Effective Date, about the Borrower that the Administrative Agent or such Bank reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. § 1010.230.

ARTICLE 4.
GENERAL

(a)Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or a waiver of any Event of Default, (b) to prejudice any right or rights which the Administrative Agent or the Banks may now have or may have in the future under or in connection with the Amended Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of Banks or Administrative Agent, or any of them, under or with respect to any such documents.

(b)Construction. On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

(c)Acknowledgement and Reaffirmation. By its execution hereof, the Borrower hereby expressly agrees, with respect to each Loan Document to which it is a party that (a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Amendment and (b) nothing contained in this Amendment shall be construed as a substitution or novation of its obligations, liabilities and indebtedness under such Loan Document.

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(d)Execution in Counterparts; Loan Document. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby, as the case may be, shall be deemed to include Electronic Signatures, electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

(e)Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(f)Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the parties and their respective heirs, beneficiaries, successors and permitted assigns.

(g)Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(h)Incorporation by Reference. The provisions of Sections 11.04, 11.09 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

XXXXXX INTERNATIONAL INC.

By:    /s/ Xxxxx Xxxxx    
Name: Xxxxx Xxxxx
Title: Senior Vice President and Treasurer

[Signature Page to Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:    /s/ Xxxxxxx X. Xxxx    
Name: Xxxxxxx X. Xxxx
Title: Executive Director

[Signature Page to Fourth Amendment]

JPMORGAN CHASE BANK, N.A., as a Bank

By:    /s/ Xxxxxxx X. Xxxx    
Name: Xxxxxxx X. Xxxx
Title: Executive Director

[Signature Page to Fourth Amendment]

BANK OF AMERICA, N.A., as a Bank

By:    /s/ Xxxxxx Xxxxxx    
Name: Xxxxxx Xxxxxx
Title: Director

[Signature Page to Fourth Amendment]

CITIBANK, N.A., as a Bank

By:    /s/ Xxxxxx Xxxxxxx    
Name: Xxxxxx Xxxxxxx
Title: Vice President

[Signature Page to Fourth Amendment]

BARCLAYS BANK PLC, as a Bank

By:    /s/ Xxxxxx Xxxxx III    
Name: Xxxxxx Xxxxx XXX
Title: Vice President

[Signature Page to Fourth Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Bank

By:    /s/ Xxxx X. Xxx    
Name: Xxxx X. Xxx
Title: Director

By:    /s/ Xxxxx Xxxxx    
Name: Xxxxx Xxxxx
Title: Managing Director

[Signature Page to Fourth Amendment]

Xxxxxxx Xxxxx Bank USA, as a Bank

By:    /s/ Xxxxxxxxxx Xxxxxxx    
Name: Xxxxxxxxxx Xxxxxxx
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

HSBC Bank USA, National Association, as a Bank

By:    /s/ Xxxxx Xxxxxxxxx    
Name: Xxxxx Xxxxxxxxx
Title: Director

[Signature Page to Fourth Amendment]

MIZUHO BANK, LTD., as a Bank

By:    /s/ Xxxxx Xxxx    
Name: Xxxxx Xxxx
Title: Executive Director

[Signature Page to Fourth Amendment]

THE TORONTO-DOMINION BANK, NEW
YORK BRANCH, as a Bank

By:    /s/ Xxxx Xxxxx    
Name: Xxxx Xxxxx
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

U.S. BANK NATIONAL ASSOCIATION, as a Bank

By:    /s/ Xxxxxxx Xxxx    
Name: Xxxxxxx Xxxx
Title: Senior Vice President

[Signature Page to Fourth Amendment]

Xxxxx Fargo, National Association, as a Bank

By:    /s/ Xxxxxx Xxxx    
Name: Xxxxxx Xxxx
Title: Managing Director

[Signature Page to Fourth Amendment]

THE BANK OF NOVA SCOTIA, as a Bank

By:    /s/ Xxxx Xxxxxxx    
Name: Xxxx Xxxxxxx
Title: Managing Director

[Signature Page to Fourth Amendment]

XXXXXX XXXXXXX BANK, N.A., as a Bank

By:    /s/ Xxxxx Xxxxxx    
Name: Xxxxx Xxxxxx
Title: Authorized Signatory

[Signature Page to Fourth Amendment]

MUFG BANK, LTD., as a Bank

By:    /s/ Xxxxx Xxxxxx    
Name: Xxxxx Xxxxxx
Title: Authorized Signatory

[Signature Page to Fourth Amendment]