FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit 10.4
EXECUTION VERSION
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment No. 1”) is entered into as of December 7, 2009, among XXXXXXX GLOBAL, INC., a Delaware corporation (the “Borrower”), CHILL INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), each other Guarantor, each Lender party hereto, and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent for the Lenders (in such capacity and together with its successors and permitted assigns, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Administrative Agent, GECC, as collateral agent for the Secured Parties, and the Lenders party thereto have entered into that certain Revolving Credit Agreement, dated as of February 13, 2008 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth herein and consent to the transactions contemplated hereby;
WHEREAS, the Required Lenders are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein; and
WHEREAS, the Borrower intends to amend the Term Loan Credit Agreement (the “Term Loan Amendment”) as of the date hereof to agree to and effectuate correspondingly the same amendments contained in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Amendment of Credit Agreement. Upon the terms and subject to the conditions set forth herein and in reliance on the representations and warranties of Holdings and the Borrower, the parties hereto hereby agree to the following amendments, which amendments refer to the Credit Agreement unless specifically noted otherwise:
(a) Amendments to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in proper alphabetical sequence:
“Amendment No. 1” shall mean that certain First Amendment to this Agreement, dated as of December 7, 2009, among the Borrower, Holdings and each other Guarantor, each Lender party thereto and the Administrative Agent.
“Amendment No. 1 Effective Date” shall have the meaning specified in Section 3 of Amendment No. 1.
“Amendment No. 1 Effective Date Dividend” shall mean a one-time Dividend made and paid in cash by the Borrower to Holdings and, in turn, by Holdings to its stockholders, in an aggregate amount of up to $115,000,000; provided that, such Dividend is paid prior to December 31, 2009.
(b) Amendment to Section 10.6 of the Credit Agreement. Section 10.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (i) thereof, (ii) deleting the period at the end of clause (j) thereof and replacing the same with a semi-colon and the word “and” and (iii) adding the following new Section 10.6(k) immediately after Section 10.6(j) of the Credit Agreement:
“(k) The Borrower may pay the Amendment No. 1 Effective Date Dividend to Holdings, and Holdings may, in turn, pay all amounts received therefrom to its stockholders; provided that, at the time of any such payment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.”
(c) Amendment to Section 13.5(a)(i) of the Credit Agreement. Section 13.5(a)(i) of the Credit Agreement is hereby amended by replacing the words “Weil, Gotshal & Xxxxxx LLP” with the words “Xxxxxx & Xxxxxxx LLP”.
3. Conditions.
The effectiveness of this Amendment No. 1 is subject to the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the “Amendment No. 1 Effective Date”):
(a) receipt by the Administrative Agent on or before the Amendment No. 1 Effective Date of duly executed and delivered counterparts of this Amendment No. 1 that, when taken together, bear the signatures of Holdings, the Borrower, the Guarantors, the Administrative Agent and the Required Lenders;
(b) receipt by the Administrative Agent of a copy of the Term Loan Amendment and evidence that the Term Loan Amendment has been executed and delivered and is in full force and effect, or shall become effective, substantially simultaneously with the effectiveness of this Amendment No. 1, in accordance with its terms;
(c) the truth and accuracy of the representations and warranties contained in Section 4 hereof;
(d) receipt by the Administrative Agent on or before the Amendment No. 1 Effective Date for the account of each Lender that has executed and delivered a signature page approving
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this Amendment No. 1 on or before 5 p.m. (New York City time) on December 4, 2009 of a fee (the “Amendment Fee”) in an amount equal to 0.25% of the aggregate outstanding principal amount of such Lender’s Commitments (whether used or unused) as of such date;
(e) receipt by the Administrative Agent on or before the Amendment No. 1 Effective Date of all fees required to be paid to the Administrative Agent as have been separately agreed upon, and all reasonable out-of-pocket expenses of the Administrative Agent for which invoices have been presented (including reasonable fees, disbursements and other charges of one firm of counsel to the Administrative Agent); and
(f) no Default or Event of Default has occurred or is continuing.
4. Representations and Warranties. Each of Holdings and the Borrower makes the following representations and warranties to, and agreements with, the Administrative Agent and the Lenders, all of which shall survive the execution and delivery of this Amendment No. 1:
(a) No Default; Previous Representations and Warranties. Immediately before and after giving effect to this Amendment No. 1, (a) no Default or Event of Default has occurred or is continuing under the Credit Documents and (b) all representations and warranties made by Holdings and the Borrower contained in the Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(b) Corporate Status. Each of Holdings and the Borrower (a) is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it is required to be so qualified, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.
(c) Corporate Power and Authority; Enforceability. Each of Holdings and the Borrower has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment No. 1 and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment No. 1. Each of Holdings and the Borrower has duly executed and delivered this Amendment No. 1, and this Amendment No. 1 constitutes the legal, valid and binding obligation of Holdings and the Borrower enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). Each of Holdings and the Borrower (a) is in compliance with all Applicable Laws and (b) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted except, in each case to the extent that failure to be in compliance therewith or to have all such licenses, authorizations, consents and approvals could not reasonably be expected to have a Material Adverse Effect.
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(d) No Violation. None of (a) the execution, delivery and performance by Holdings or the Borrower of this Amendment No. 1 and compliance with the terms and provisions thereof or (b) the consummation of this Amendment No. 1 and the transactions contemplated herein on the relevant dates therefor (i) contravene any applicable provision of any material Applicable Law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any of Holdings or the Borrower (other than Liens created under the Credit Documents and the Revolving Credit Documents) pursuant to, the terms of any indenture, loan agreement, lease agreement, mortgage or deed of trust or any other Contractual Obligation to which Holdings or the Borrower is a party or by which they or any of their property or assets is bound, except to the extent that any such conflict, breach, contravention, default, creation or imposition could not reasonably be expected to result in a Material Adverse Effect or (iii) violate any provision of the Organizational Documents of Holdings or the Borrower.
5. No Waiver. Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Credit Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Administrative Agent and Lenders reserve all rights, privileges and remedies under the Credit Documents. Except as expressly amended hereby, the Credit Agreement and other Credit Documents remain unmodified and in full force and effect. Holdings and the Borrower hereby acknowledge and agree that, as of the Amendment No. 1 Effective Date, references in the Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended by this Amendment No. 1. Holdings and the Borrower hereby agree and acknowledge that this Amendment No. 1 shall be deemed to be a Credit Document pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, as amended hereby.
6. Severability. In case any provision of or obligation under this Amendment No. 1 shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
7. Headings. Headings and captions used in this Amendment No. 1 (including the Exhibits, Schedules and Annexes hereto, if any) are included for convenience of reference only and shall not be given any substantive effect.
8. GOVERNING LAW. THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
9. Submission to Jurisdiction; Waiver. Each party hereto hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding relating to this Amendment No. 1 to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;
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(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth in Section 13.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction; and
(v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9 any special, exemplary, punitive or consequential damages.
10. WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT NO. 1 AND FOR ANY COUNTERCLAIM THEREIN.
11. Counterparts; Integration. This Amendment No. 1 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. Signatures by facsimile, e-mail or other electronic transmission (e.g., “pdf”) shall bind the parties hereto. This Amendment No. 1 constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
12. No Novation. This Amendment No. 1 is not intended and shall not be deemed or construed to constitute a novation of the Credit Agreement or any Indebtedness evidenced thereby.
13. Acknowledgment and Reaffirmation. Each of Holdings and the Borrower, as debtor, grantor, pledgor, assignor, or in other any other similar capacity in which Holdings and the Borrower grant liens or security interests in their properties or otherwise act as accommodation party, as the case may be, under the Credit Documents hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent Holdings and the Borrower granted liens on or security interests in any of its property pursuant to
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any such Credit Document as security for or otherwise guaranteed its Obligations under or with respect to the Credit Documents, ratifies and reaffirms such grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Holdings and the Borrower acknowledge and agree that each of the Credit Documents, as amended or amended and restated hereby, remains in full force and effect and is hereby ratified and reaffirmed, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1. Except as specifically set forth herein, the execution of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.
14. Ratification by Guarantors. Each Guarantor (other than Holdings) acknowledges that its consent to this Amendment No. 1 is not required, but each such Guarantor nevertheless hereby agrees and consents to this Amendment No. 1 and to the documents and agreements referred to herein. Each Guarantor agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment No. 1, such Guarantor’s Guarantee shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of any such Guarantor’s Guarantee or any other Credit Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 14. Each Guarantor hereby further acknowledges that Holdings, the Borrower, the Administrative Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Credit Documents without notice to or consent from any Guarantor and without affecting the validity or enforceability of any Guarantor’s Guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above mitten.
| CHILL INTERMEDIATE HOLDINGS, INC., as Holdings | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
| XXXXXXX GLOBAL, INC., as Borrower | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
[Signature Page to Xxxxxxx Global Revolver Loan Amendment No. 1]
| GENERAL ELECTRIC CAPITAL as Administrative Agent | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Duly Authorized Signatory | ||
[Signature Page to Xxxxxxx Global Revolver Loan Amendment No. 1]
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF DECEMBER 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| Compass Bank, As Lender |
| /s/ Xxxxx Xxxxxxxx |
| Xxxxx Xxxxxxxx |
| Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| Capital One Leverage Finance Corp., | ||
| as Lender | ||
| /s/ Xxx Xxxxxx | ||
| Name: Xxx Xxxxxx | ||
| Title: Senior Vice President | ||
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF DECEMBER 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| ALLIED IRISH BANKS, p.l.c., | ||
| as Lender | ||
| /s/ Xxxxx Xxxxxxx | ||
| Name: | Xxxxx Xxxxxxx | |
| Title: | Vice President | |
| /s/ Xxxxxx Xxxx | ||
| Name: | Xxxxxx Xxxx | |
| Title: | Senior Vice President | |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| UNION BANK, N.A., formerly known as UNION BANK OF CALIFORNIA, N.A., |
| as Lender |
| /s/ Xxxxx Xxxxxxxx |
| Name: Xxxxx Xxxxxxxx |
| Title: Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| XXXXX FARGO FOOTHILL, LLC, |
| as Lender |
| /s/ Xxxxxx Xxxx |
| Name: Xxxxxx Xxxx |
| Title: Assistant Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| Lloyds TSB Bank, plc |
||||
| as Lender |
||||
| /s/ Xxxxxx Xxxxxxxx |
/s/ Windsor X. Xxxxxx | |||
| Name: |
Xxxxxx Xxxxxxxx |
Windsor X. Xxxxxx | ||
| Title: |
Director |
Managing Director | ||
| H067 | Corporate Banking USA D061 | |||
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| UPS Capital Corporation as Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | ||
| Title: Director of Portfolio Management | ||
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| Bank of America, N.A., |
| as Lender |
| /s/ Xxxxxx Xxxxxxxxx |
| Name: Xxxxxx Xxxxxxxxx |
| Title: Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| U.S. Bank National Association, |
| as Lender |
| /s/ Xxxxxxx X. Xxxxxx |
| Name: Xxxxxxx X. Xxxxxx |
| Title: Assistant Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF Dec. 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| Xxxxxxx Business Credit Corporation, |
| as Lender |
| /s/ Xxxxxxx Xxx-Xxxxxx |
| Name: Xxxxxxx Xxx-Xxxxxx |
| Title: Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF 12/7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| XX Xxxxxx Chase Bank, N.A., |
| as Lender |
| /s/ Xxxxxx Xxx |
| Name: Xxxxxx Xxx |
| Title: Vice President |
SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF DECEMBER 7, 2009, TO THE XXXXXXX GLOBAL, INC. REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 13, 2008.
To approve Amendment No. 1:
| ISRAEL DISCOUNT BANK OF NEW YORK, |
| as Lender |
| /s/ Xxxxxx Xxxxxx |
| Name: Xxxxxx Xxxxxx |
| Title: Assistant Vice President |
| /s/ Xxxxxxx Xxxxxxxx |
| Name: Xxxxxxx Xxxxxxxx |
| Title: Senior Vice President |
AGREEMENT AND CONSENT OF GUARANTORS
In accordance with Section 13 herein the amendments set forth herein are agreed and consented to by each of the below named Guarantors and each such Guarantor affirms the obligations of such Guarantor under the Guarantee.
| CHILL INTERMEDIATE HOLDINGS, INC., as Guarantor | ||
| By: |
/s/ Xxxxxxxx X. Xxxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXXX Title: EVP & CFO | ||
| XXXXXXX APPLIANCE HOLDING COMPANY, | ||
| XXXXXXX CANADA, L.L.C., | ||
| XXXXXXX DISTRIBUTION SOUTHEAST, INC., | ||
| XXXXXXX DISTRIBUTION, INC., | ||
| XXXXXXX GLOBAL HOLDINGS, INC., | ||
| XXXXXXX HOLDING COMPANY, | ||
| XXXXXXX HOLDING COMPANY, L.L.C., | ||
| XXXXXXX II HOLDINGS COMPANY, L.L.C., | ||
| XXXXXXX MANUFACTURING I LLC, | ||
| XXXXXXX MANUFACTURING II LLC, | ||
| XXXXXXX SALES COMPANY and | ||
| QUIETFLEX HOLDING COMPANY, | ||
| as Guarantors | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXXX | ||
| Title: EVP & CFO | ||
[Signature Page to Xxxxxxx Global Revolver Loan Amendment No. 1]
| XXXXXXX COMPANY, L.P., as Guarantor | ||
| By: | XXXXXXX HOLDING COMPANY, its general partner | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
| XXXXXXX MANUFACTURING COMPANY, L.P., as Guarantor | ||
| By: | XXXXXXX HOLDING COMPANY, its general partner | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
| NITEK ACQUISITION COMPANY, L.P., as Guarantor | ||
| By: | XXXXXXX HOLDING COMPANY, its general partner | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
| QUIETFLEX MANUFACTURING COMPANY, L.P., as Guarantor | ||
| By: | QUIETFLEX HOLDING COMPANY, its general partner | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
| Name: XXXXXXXX X. XXXXXXXXX | ||
| Title: EVP & CFO | ||
[Signature Page to Xxxxxxx Global Revolver Loan Amendment No. 1]
