Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Hillenbrand, Inc. | c58909e8vk.htm |
| EX-10.1 - EX-10.1 - Hillenbrand, Inc. | c58909exv10w1.htm |
Exhibit 10.2
EXECUTION COPY
LETTER AMENDMENT NO. 1
Dated as of December 16, 2009
| To | the banks, financial
institutions and other institutional lenders (collectively, the “Lenders”) parties to the Credit Agreement referred to below and to Citibank, N.A., as agent (the “Agent”) for the Lenders |
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of March 28, 2009 (the “Credit
Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this
Letter Amendment have the same meanings as specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
(a) Section 5.01(k)(A) is amended in full to read as follows:
(A) within 10 days after such formation or acquisition (which in the case of an
acquisition utilizing a tender offer made in connection with a merger agreement, shall be
deemed to have occurred when the merger is consummated), cause each such Subsidiary, and
cause each direct and indirect parent (other than the Borrower) of such Subsidiary (if it
has not already done so), to duly execute and deliver to the Agent a guaranty or guaranty
supplement, in form and substance satisfactory to the Agent, guaranteeing the Guaranteed
Obligations, and
(b) Section 5.02(d) of the Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended by:
(i) deleting the proviso in clause (i) thereof in full; and
(ii) restating clause (B) of the proviso in clause (iii) thereof in full to read “if
any Material Subsidiary is a party to such merger, the continuing or surviving Person shall
be a Subsidiary of the Borrower, unless in accordance with Section 9.01 the Lenders shall
have agreed to terminate and release the Guaranty of such Material Subsidiary effective as
of the consummation of such merger.
(c) Section 5.02(f) is amended in full to read as follows:
(f) Change in Nature of Business. Enter, or permit any Subsidiary to enter,
into any business, if after giving effect thereto, the business of the Borrower and its
Subsidiaries, taken as a whole, would be substantially different from the business in
which the Borrower and its Subsidiaries, taken as a whole, are presently engaged,
provided, however, that the foregoing shall not preclude entry into or
acquisition of any business for the manufacturing or distribution of goods (including
without limitation machinery and equipment) where it is reasonable for the Borrower to
assume that the core competencies of the Borrower and its Subsidiaries developed in the
conduct of their existing business will add value to such new business.
This Letter Amendment shall become effective as of the date first above written when, and
only when, the Agent shall have received counterparts of this Letter Amendment executed by the
undersigned and the Required Lenders. This Letter Amendment is subject to the provisions of
Section 9.01 of the Credit Agreement.
The Borrower represents and warrants that (a) the representations and warranties contained in
Section 4.01 of the Credit Agreement are correct with the same effect as though made on and as of
the date hereof except (i) to the extent that such representations and warranties specifically
refer to an earlier date, such representations and warranties are true and correct as of such
earlier date and (ii) the representations and warranties contained in subsections (i) and (ii) of
Section 4.01(d) of the Credit Agreement shall be deemed to refer to the most recent financial
statements furnished pursuant to subsections (i) and (ii), respectively, of Section 5.01(a) of the
Credit Agreement, before and after giving effect to this Amendment, and (b) no Default has occurred
and is continuing.
On and after the effectiveness of this Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter
Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended
by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such agreement by
executing and returning at least two counterparts of this Letter Amendment to Susan L. Hobart,
Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022.
This Letter Amendment 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 Letter Amendment by electronic transmission shall
be effective as delivery of a manually executed counterpart of this Letter Amendment.
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This Letter Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
| Very truly yours, HILLENBRAND, INC. |
||||
| By: | /s/ Mark R. Lanning | |||
| Name: | Mark R. Lanning | |||
| Title: | Vice President | |||
| Agreed as of the date first above written: | ||||
| CITIBANK, N.A., as Agent and as Lender |
||||
By
|
/s/ Andrew Sidford
|
|||
| JPMORGAN CHASE BANK, N.A. | ||||
By: Name: |
/s/ Dana J. Moran
|
|||
Title:
|
Vice President | |||
| BANK OF AMERICA, N.A. | ||||
By: Name: |
/s/ W. Thomas Barnett
|
|||
Title:
|
Senior Vice President | |||
| FIFTH THIRD BANK | ||||
By: Name: |
/s/ David O’Neal
|
|||
Title:
|
Vice President | |||
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| PNC BANK, NATIONAL ASSOCIATION | ||||
By: Name: |
/s/ C. Joseph Richardson
|
|||
Title:
|
Senior Vice President | |||
| U.S. BANK, NATIONAL ASSOCIATION | ||||
By: Name: |
/s/ Michael P. Dickman
|
|||
Title:
|
Vice President | |||
| REGIONS BANK | ||||
By: Name: |
/s/ Eric Harvey
|
|||
Title:
|
Vice President | |||
| RBS CITIZENS, N.A. | ||||
By: Name: |
/s/ André A. Nazareth
|
|||
Title:
|
Senior Vice President | |||
| THE NORTHERN TRUST COMPANY | ||||
By: Name: |
/s/ Phillip McCaulay
|
|||
Title:
|
Vice President | |||
| WILLIAM STREET LLC | ||||
By: Name: |
/s/ Mark Walton
|
|||
Title:
|
Authorized Signatory | |||
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