AMENDMENT AND EXTENSION AGREEMENT
Exhibit 10.1
Execution Version
AMENDMENT AND EXTENSION AGREEMENT
This Amendment and Extension to the Credit Agreement (this “Agreement”), dated as of 20 September 2023, among XXXXXX XXXXXX INTERNATIONAL INC., a Virginia corporation (“PMI”), CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent, CITIBANK, N.A., as Swingline Agent, the Extending Lenders (as defined below), the Extending Swingline Lenders (as defined below) and only with respect to Sections 1, 3, 4, 5, 6, 7, 8, 9, 10 and 11, the Non-Extending Lenders (as defined below) (the Extending Lenders, the Extending Swingline Lenders and the Non-Extending Lenders, collectively, the “Lenders”).
WHEREAS, PMI, the Lenders, the Facility Agent and the Swingline Agent, are parties to that certain Credit Agreement relating to a Revolving Credit Facility, including a swingline option, dated as of 29 September 2021 (as amended or modified from time to time, the “Credit Agreement”);
WHEREAS, PMI, the Extending Lenders and Extending Swingline Lenders, the Facility Agent and the Swingline Agent desire to extend the term of the Credit Agreement;
WHEREAS, PMI, the Lenders, the Facility Agent and the Swingline Agent desire to amend certain provisions under the Credit Agreement.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Credit Agreement.
“Extending Lenders” means each of the undersigned lenders that is not a Non-Extending Lender.
“Extending Swingline Lenders” means each of the undersigned Swingline Lenders.
“Non-Extending Lenders” means each of the undersigned lenders which has specified in its signature page hereto to be signing this Agreement other than in connection with Section 2 hereof.
2. Extension. Each of the Extending Lenders and the Extending Swingline Lenders hereby agrees to extend, effective 29 September 2023, its respective Commitments and the Maturity Date under the Credit Agreement, for an additional one-year period to 29 September 2028 pursuant to Section 2.24 of the Credit Agreement.
3. Amendment to Credit Agreement.
(a) The Credit Agreement is hereby amended by amending and restating the definition of “Term SOFR” in its entirety as follows:
“Term SOFR” means for any calculation with respect to a Term SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and rounded to five decimal places; provided, however, that if as of 5:00 P.M. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day in each case.
(b) Schedule 3 Revolving Credit Commitments is hereby deleted in its entirety and is replaced with Schedule 3 Revolving Credit Commitments attached hereto, subject to the addition of one or more Assuming Lenders prior to the Maturity Date or the initial Extended Maturity Date, as applicable, provided that total aggregate Revolving Credit Commitments shall in no event exceed $2,500,000,000.
(c) Schedule 4 Swingline Commitments is hereby deleted in its entirety and is replaced with Schedule 4 Swingline Commitments attached hereto.
(d) Schedule 5 Business Transformation Pricing Adjustment Schedule (other than Exhibit 1 thereto) is hereby deleted and is replaced with Schedule 5 Business Transformation Pricing Adjustment Schedule attached hereto. For the avoidance of doubt, Exhibit 1 to Schedule 5 is not being amended by this Agreement.
4. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and other related documents are and shall remain in full force and effect and are hereby ratified and confirmed. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or other related documents or for any purpose except as expressly set forth herein.
5. Effective Date. This Agreement shall become effective on 29 September 2023.
6. Conditions Precedent.
(a) With respect to the extension of the Credit Agreement in accordance with Section 2 hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI, the Extending Lenders and the Extending Swingline Lenders.
2
(b) With respect to the amendment of the Credit Agreement in accordance with Sections 3(a), 3(b) and 3(c) hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI and the Lenders.
(c) With respect to the amendment of the Credit Agreement in accordance with Section 3(d) hereof, on or prior to the date hereof, the Facility Agent shall have received this Agreement, duly executed and delivered by PMI and the Required Lenders.
7. Representations and Warranties. PMI represents and warrants to the Facility Agent and to each of the Lenders that the statements in subsection (a), (b), (c), (d) and (f) (but only clause (i) thereof) of Section 4.1 of the Credit Agreement are true and correct on and as of the date hereof.
8. Headings. Section headings included herein are for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent, the Swingline Agent and each Lender, and each of their respective successors and assigns.
10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
11. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement in .PDF format or by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| XXXXXX XXXXXX INTERNATIONAL INC. | |||
| By: | /s/ Xxxxx xx Xxxxx | ||
| Name: | Xxxxx xx Xxxxx | ||
| Title: | Vice President | ||
| Treasury and Corporate Finance | |||
Signature page - Amendment and Extension Agreement
| CITIBANK EUROPE PLC, UK BRANCH, | ||
| as Facility Agent | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Senior Vice President | ||
Signature page - Amendment and Extension Agreement
| Citibank, N.A., as Swingline Agent, as Extending Lender and as Extending Swingline Lender | |||
| By: | /s/ Xxxxxx Xxxxx | ||
| Name: | Xxxxxx Xxxxx | ||
| Title: | Managing Director | ||
Signature page - Amendment and Extension Agreement
| MIZUHO BANK, LTD., as Extending Lender and Extending Swingline Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Executive Director | ||
Signature page - Amendment and Extension Agreement
| BANCO SANTANDER, S.A., NEW YORK Branch, as Extending Lender | |||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Name: | Xxxxxx Xxxxxxx | ||
| Title: | Managing Director | ||
| By: | /s/ Xxxxxx Xxxxxxx | ||
| Name: | Xxxxxx Xxxxxxx | ||
| Title: | Executive Director | ||
Signature page - Amendment and Extension Agreement
| DEUTSCHE BANK AG NEW YORK Branch, as Extending Lender and Extending Swingline Lender | |||
| By: | /s/ Xxxx X. Xxx | ||
| Name: | Xxxx X. Xxx | ||
| Title: | Director | ||
| By: | /s/ Xxxxx Xxxxx | ||
| Name: | Xxxxx Xxxxx | ||
| Title: | Vice President | ||
Signature page - Amendment and Extension Agreement
| HSBC BANK PLC, as Extending Lender and Extending Swingline Lender | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Vice President | ||
Signature page - Amendment and Extension Agreement
| SUMITOMO MITSUI BANKING Corporation, as Extending Lender and Extending Swingline Lender | |||
| By: | /s/ Xxxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxxx Xxxxxxx | ||
| Title: | Managing Director | ||
| By: | /s/ Xx. Xxxxxx Xxxxxx | ||
| Name: | Xx. Xxxxxx Xxxxxx | ||
| Title: | Executive Director | ||
Signature page - Amendment and 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: | Executive Director | ||
Signature page - Amendment and Extension Agreement
| BANK OF AMERICA, N.A, LONDON Branch, as Extending Lender | |||
| By: | /s/ Xxxxx Xxxxx | ||
| Name: | Xxxxx Xxxxx | ||
| Title: | Vice President | ||
Signature page - Amendment and Extension Agreement
| BARCLAYS BANK PLC, as Extending Lender | |||
| By: | /s/ Xxxx Xxxx | ||
| Name: | Xxxx Xxxx | ||
| Title: | Vice President | ||
Signature page - Amendment and Extension Agreement
| COMMERZBANK AG, NEW YORK Branch, as Extending Lender | |||
| By: | /s/ Xxxxx Xxxx | ||
| Name: | Xxxxx Xxxx | ||
| Title: | Managing Director | ||
| By: | /s/ Xxxx Xxxxxxxx | ||
| Name: | Xxxx Xxxxxxxx | ||
| Title: | Vice President | ||
Signature page - Amendment and Extension Agreement
| Credit Suisse (Switzerland) Ltd., as Extending Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxxxxxxxx | ||
| Title: Authorised Signatory | ||
| By: | /s/ Xxxxxxxxx Xxxxxxxxxxxxx | |
| Name: Xxxxxxxxx Xxxxxxxxxxxxx | ||
| Title: Authorised Signatory | ||
Signature page - Amendment and Extension Agreement
| XXXXXXX XXXXX BANK USA, as Extending Lender | ||
| By: | /s/ Xxxxxx Xxxxx-Xxxxx | |
| Name: Xxxxxx Xxxxx-Xxxxx | ||
| Title: Authorised Signatory | ||
Signature page - Amendment and Extension Agreement
| With respect to Section 1, 3, 4, 5, 6, 7, 8, 9, 10 and 11, only: | ||
| SOCIETE GENERALE, as Non-Extending Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
Signature page - Amendment and Extension Agreement
| STANDARD CHARTERED Bank, as Extending Lender | |||
| By: | /s/ Xxxxxx Xxxxxx | ||
| Name: | Xxxxxx Xxxxxx | ||
| Title: | Managing Director | ||
Signature page - Amendment and Extension Agreement
| INTESA SANPAOLO S.P.A., LONDON Branch, as Extending Lender | |||
| By: | /s/ Xxxxxxx Xxxxxx | ||
| Name: | Xxxxxxx Xxxxxx | ||
| Title: | Business Director | ||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President | ||
Signature page - Amendment and Extension Agreement
| UBS SWITZERLAND AG, as Extending Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Executive Director | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Associate Director | ||
Signature page - Amendment and Extension Agreement
| RAIFFEISEN BANK INTERNATIONAL AG, as Extending Lender | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Director | ||
Signature page - Amendment and Extension Agreement
