AMENDMENT NO. 2

Exhibit 10.28

AMENDMENT NO. 2

This Amendment No. 2 (this “Agreement”) to the Credit Agreement (as defined below) is dated as of November 10, 2023, among XXXXXX XXXXXX INTERNATIONAL INC., a Virginia corporation (“PMI”), the Lenders party hereto and CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent.

WHEREAS, PMI, the Lenders and the Facility Agent are parties to that certain Term Loan Credit Agreement, dated as of June 23, 2022 (as amended by that certain Amendment No. 1 to the Credit Agreement, dated as of September 2, 2022, and as further amended or modified from time to time prior to the date hereof, the “Credit Agreement”); and

WHEREAS, PMI, the Lenders party hereto and Facility 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.

2. Amendment to Credit Agreement. Section 9.7(a)(i) of the Credit Agreement is amended and restated in its entirety as follows:

    “each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under one or more Tranches under this Agreement;”

3. 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.

4. Condition Precedent. This Agreement shall become effective on and as of the first date this Agreement shall have been duly executed and delivered by PMI, the Required Lenders and the Facility Agent.

5. 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.

6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of PMI, the Facility Agent and each Lender party hereto, and each of their respective successors and assigns.

7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

8. 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]

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/ FRANK DE ROOIJ
			Name:    Frank de Rooij
			Title:    Vice President     Treasury and Corporate Finance

[Signature Page to Term Loan Amendment No. 2]

CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent
By:			/s/ XXXXXX X. XXXXXXX
			Name: Xxxxxx X. Xxxxxxx
			Title: Vice President

CITIBANK N.A., as Facility Agent

By:

Name:

Title:

[Signature Page to Term Loan Amendment No. 2]

CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent

By:

Name:

Title:

CITIBANK, N.A., as Lender
By:			/s/ XXXXX XXXX
			Name:    Xxxxx Xxxx Title: Managing Director

[Signature Page to Term Loan Amendment No. 2]

BANK OF AMERICA, N.A., LONDON BRANCH, as Lender
By:			/s/ XXXXX XXXXX
			Name: Xxxxx Xxxxx Title: Vice President

[Signature Page to Term Loan Amendment No. 2]

MIZUHO BANK, LTD., as Lender
By:			/s/ XXXXX XXXX
			Name: Xxxxx Xxxx Title: Executive Director

[Signature Page to Term Loan Amendment No. 2]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
By:			/s/ XXXX XXXXXXX
			Name: Xxxx Xxxxxxx Title: Managing Director
By:			/s/ XXXXX XXXXXXXX
			Name: Xxxxx Xxxxxxxx Title: Managing Director

[Signature Page to Term Loan Amendment No. 2]

SUMITOMO MITSUI BANKING CORPORATION, as Lender
By:			/s/ XXXXXXXX XXXXXXX
			Name: Xxxxxxxx Xxxxxxx Title: Managing Director
By:			/s/ XXXXXX XXXXXXXX
			Name: Xxxxxx Xxxxxxxx Title: Managing Director

[Signature Page to Term Loan Amendment No. 2]

XXXXX FARGO BANK, N.A., LONDON BRANCH, as Lender
By:			/s/ XXXXXXXX XXXXXX
			Name: Xxxxxxxx Xxxxxx Title: Director

[Signature Page to Term Loan Amendment No. 2]

CREDIT SUISSE AG, NEW YORK BRANCH, as Lender
By:			/s/ XXXXX XXXXXX
			Name: Xxxxx Xxxxxx Title: Authorized Signatory
By:			/s/ HEESU SIN
			Name: Heesu Sin Title: Authorized Signatory

CREDIT SUISSE (SWITZERLAND) LTD., as Lender
By:			/s/ XXXXXX XXXXXXXXXXXXXXX
			Name: Xxxxxx Xxxxxxxxxxxxxxx Title: Authorized Signatory
By:			/s/ XXXXXXXXX XXXXXXXXXXXXX
			Name: Xxxxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory

[Signature Page to Term Loan Amendment No. 2]

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By:			/s/ XXXX X. XXX
			Name: Xxxx X. Xxx Title: Director
By:			/s/ XXXXXX XXXX
			Name: Xxxxxx Xxxx Title: Vice President

[Signature Page to Term Loan Amendment No. 2]

BARCLAYS BANK PLC, as Lender
By:			/s/ XXXXX XXXXXXX
			Name: Xxxxx Xxxxxxx Title: Vice President

[Signature Page to Term Loan Amendment No. 2]

HSBC CONTINENTAL EUROPE, as Lender
By:			/s/ XXXX XXXXXXXXX
			Name: Xxxx Xxxxxxxxx Title: Director Head of Multinationals France HSBC Continental Europe
By:			/s/ XXXXXXXX XX XXXXXXX
			Name: Xxxxxxxx xx Xxxxxxx Title: Vice President Multinationals Coverage HSBC Continental Europe

HSBC BANK PLC, as Lender

By:

Name:

Title:

[Signature Page to Term Loan Amendment No. 2]

HSBC CONTINENTAL EUROPE, as Lender

By:

Name:

Title:

By:

Name:

Title:

HSBC BANK PLC, as Lender
By:			/s/ XXX XXXXXX
			Name: Xxx Xxxxxx Title: Vice President

[Signature Page to Term Loan Amendment No. 2]

BANCO SANTANDER, S.A., as Lender
By:			/s/ XXXXXX DEL XXXXXX XXXXX
			Name: Xxxxxx del Xxxxxx Xxxxx Title: Authorized Signature
By:			/s/ XXXXXXXX XXXXX XXXXXX
			Name: Xxxxxxxx Xxxxx Xxxxxx Title:

[Signature Page to Term Loan Amendment No. 2]

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:			/s/ XXXXX XXXX
			Name: Xxxxx Xxxx Title: Managing Director
By:			/s/ XXXXXX XXXXXXXX
			Name: Xxxxxx Xxxxxxxx Title: Vice President

[Signature Page to Term Loan Amendment No. 2]

STANDARD CHARTERED BANK, as Lender
By:			/s/ X.X. XXXXXXXXX
			Name: X.X. XxXxxxxxx Title: Head UK Corporates

[Signature Page to Term Loan Amendment No. 2]

MUFG BANK, LTD., as Lender
By:			/s/ XXXXX XXXXX
			Name: Xxxxx Xxxxx Title: Managing Director, Co-head of UKI Coverage

[Signature Page to Term Loan Amendment No. 2]

BANK OF CHINA (EUROPE) S.A., as Lender
By:			/s/ XXXX XX
			Name: Xxxx Xx Title: Assistant General Manager

[Signature Page to Term Loan Amendment No. 2]

BANKINTER S.A., as Lender
By:			/s/ XXXXX XXXXX
			Name: Xxxxx Xxxxx Title:
By:			/s/ XXXX X. XXXXXXXXX
			Name: Xxxx X. Xxxxxxxxx

[Signature Page to Term Loan Amendment No. 2]