MATTHEWS INTERNATIONAL CORPORATION Purchase AgreementPurchase Agreement • September 24th, 2024 • Matthews International Corp • Nonferrous foundries (castings) • New York
Matthews International Corporation, a Pennsylvania corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 aggregate principal amount of its 8.625% Senior Secured Second Lien Notes due 2027 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 27, 2024 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “U.S. Guarantors”), the guarantors listed in Schedule 3 hereto (the “Foreign Guarantors” and, together with the U.S. Guarantors, the “Guarantors”) and Truist Bank, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and will be guaranteed on a secured senior basis by each of the U.S. Guarantors and will be guaranteed on an unsecured senior basis by each of the Foreign Guarantors (collectively, the “Guarantees”).
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 24th, 2024 • Matthews International Corp • Nonferrous foundries (castings)
This Sixth Amendment to Third Amended and Restated Loan Agreement, dated the 23rd day of September, 2024, by and among Matthews International Corporation, a Pennsylvania corporation (the “US Borrower”), Schawk UK Limited, a limited liability company incorporated under the laws of England and Wales (the “UK Borrower”), and Matthews Europe GmbH, a limited liability company organized under the laws of Germany (the “German Borrower”) (the UK Borrower and the German Borrower are each a “Foreign Borrower” and collectively, the “Foreign Borrowers”) (the US Borrower and the Foreign Borrowers are each a “Borrower” and, collectively, the “Borrowers”), the Banks (as defined in the Loan Agreement (as hereinafter defined)) party hereto, Citizens Bank, N.A., a national banking association, in its capacity as administrative agent for the Banks (in such capacity, the “Agent”), PNC Bank, National Association, a national banking association, Truist Bank, a North Carolina banking corporation, JPMorgan Ch
