AMENDMENT NO. 1

Exhibit 10.1

AMENDMENT NO. 1

This Amendment No. 1 (this “Agreement”) to the Credit Agreement (as defined below) is dated as of September 2, 2022, 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 364-Day Bridge Credit Agreement, dated as of May 11, 2022 (as amended or modified from time to time, 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. The following definition in Section 1.1 of the Credit Agreement is amended and restated in its entirety as follows:

“Minimum Acceptance Condition” means that the number of acceptances received by the Offeror in respect of the Offer from shareholders of the Target in respect of the Target Shares and/or Target Shares otherwise acquired or owned by the Offeror (or to be acquired or owned by the Offeror on the date the payment is made by the settlement agent to the shareholders in connection with the Offer) exceeds 50% of the total issued and outstanding Target Shares (for the avoidance of doubt, excluding any treasury shares held by the Target).

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.

For the avoidance of doubt, by executing and delivering this Agreement, each Lender party hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, the changes set forth herein do not contravene Section 5.1(d) of the Credit Agreement and are not materially adverse to the interest of the Lenders (taken as a whole) under Section 5.1(d) of the Credit Agreement.

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 Lenders (which constitute all Lenders under the Credit Agreement) 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]

2

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 to Amendment No. 1]

CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent
By:			/s/ Xxxxxxxxxx Xxxxx Xxxxxxx
			Name: Xxxxxxxxxx Xxxxx Xxxxxxx
			Title: Vice President

CITIBANK, N.A., JERSEY BRANCH, as Lender
By:			/s/ Xxxxxxxx Xxx
			Name:    Xxxxxxxx Xxx
			Title:    Vice President

CITICORP NORTH AMERICA INC., as Lender

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

[Signature Page to Amendment No. 1]

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

[Signature Page to Amendment No. 1]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
By:			/s/ Xxxx Xxxxxxx
			Name:    Xxxx Xxxxxxx Title: Managing Director

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

[Signature Page to Amendment No. 1]

BANCO SANTANDER, S.A., as Lender
By:			/s/ Xxxxxx Xxxxxx
			Name:    Xxxxxx Xxxxxx Title:

By:			/s/ Xxxxx Xxxxxx
			Name:    Xxxxx Xxxxxx Title: M.D.

[Signature Page to Amendment No. 1]

BARCLAYS BANK PLC, as Lender
By:			/s/ Xxxxxx Xxxxxx
			Name:    Xxxxxx Xxxxxx Title: Vice President

[Signature Page to Amendment No. 1]

CREDIT SUISSE AG, NEW YORK BRANCH, as Lender
By:			/s/ Xxxxx Xxxx
			Name:    Xxxxx Xxxx Title: Authorized Signatory
By:			/s/ Xxxxxxx Xxxxxxxxxxxxx
			Name:    Xxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory
CREDIT SUISSE (SWITZERLAND) LTD., as Lender
By:			/s/ Xxxxxx Xxxxxxxxxxxxxxx
			Name: Xxxxxx Xxxxxxxxxxxxxxx     Title: Authorised Signatory

By:			/s/ Xxxxxxxxx Xxxxxxxxxxxxx
			Name:    Xxxxxxxxx Xxxxxxxxxxxxx Title: Authorised Signatory

[Signature Page to Amendment No. 1]

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender
By:			/s/ Xxxx X. Xxx
			Name: Xxxx X. Xxx     Title: Director

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

[Signature Page to Amendment No. 1]

HSBC CONTINENTAL EUROPE, as Lender
By:			/s/ Xxxx Xxxxxxxxx
			Name: Xxxx Xxxxxxxxx Title: Director, Head of Multinationals France

By:			/s/ Xxxx-Xxxxxxxx Xxxxxx
			Name:    Xxxx-Xxxxxxxx Xxxxxx Title: Managing Director, Head of Multinationals for Continental Europe

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

[Signature Page to Amendment No. 1]

MIZUHO BANK LTD., as Lender
By:			/s/ Xxxx Xxxxxx
			Name:    Xxxx Xxxxxx Title: Authorized Signatory

[Signature Page to Amendment No. 1]

STANDARD CHARTERED BANK, as Lender
By:			/s/ Xxxxx Xxxxxxx
			Name: Xxxxx Xxxxxxx
			Title:    Managing Director

[Signature Page to Amendment No. 1]

SUMITOMO BANKING CORPORATION, as 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 to Amendment No. 1]

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

[Signature Page to Amendment No. 1]

BANK OF CHINA (EUROPE) S.A., as Lender
By:			/s/ Xxx Xxxxxxx
			Name:    Xx. Xxx Xxxxxxx Title: Deputy General Manager

[Signature Page to Amendment No. 1]

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:			/s/ Xxxxx Xxxx
			Name: Xxxxx Xxxx Title: Managing Director

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

[Signature Page to Amendment No. 1]

MUFG BANK, LTD., as Lender
By:			/s/ Xxxxx Xxxxxxx
			Name: Xxxxx Xxxxxxx
			Title:    Managing Director

[Signature Page to Amendment No. 1]