Exhibit 10.3
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated as of June [__], 2022 (the "Third Amendment Effective Date"), is made by HELIOS TECHNOLOGIES, INC., a Florida corporation (the "Borrower"), the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), each of the Lenders (as defined in the Credit Agreement), and PNC Bank, National Association, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of October 28, 2020 (as further amended, restated, modified or supplemented, the "Credit Agreement"; except as otherwise defined in this Amendment, defined terms used herein shall have the meanings given to them in the Credit Agreement);
WHEREAS, the Borrower has requested that, as of the Third Amendment Effective Date, the Lenders amend certain terms of the Credit Agreement as set forth herein; and the Lenders are willing to do so upon and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
8.2.5 Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor), including, for the avoidance of doubt, all stock repurchases by the Borrower (collectively, “Restricted Payments”), except (i) each Subsidiary may make Restricted Payments to other Loan Parties, (ii) the Borrower and its Subsidiaries may declare and make Restricted Payments payable solely in the
Capital Stock of such Person, (iii) the Borrower may make other Restricted Payments payable to holders of its Capital Stock so long as, in the case of this clause (iii), (A) no Potential Default or Event of Default has occurred and is continuing or exists after giving effect thereto, and (B) the Loan Parties shall be in pro forma compliance with the covenants contained in Section 8.2.14 [Maximum Leverage Ratio] and Section 8.2.15 [Minimum Interest Coverage Ratio] after giving pro forma effect to such Restricted Payments (including any Indebtedness incurred in connection therewith), in each case, calculated as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder pursuant to Section 8.3.1 [Quarterly Financial Statements] or 8.3.2 [Annual Financial Statements], and (iv) the Borrower and its Subsidiaries may pay dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section.
(vi) the sale, lease or transfer of other property or assets not to exceed $15,000,000 in any fiscal year; provided that (1) at least 75% of the consideration received therefor by the Loan Parties or any such Subsidiary shall be in the form of cash or Permitted Investments, (2) no Event of Default or Potential Default shall exist or shall result therefrom and (3) any such disposition shall be for fair market value;
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written.
BORROWER:
HELIOS TECHNOLOGIES, INC.
a Florida corporation
By: ________________________________
Name: Tricia Fulton
Title: Chief Financial Officer
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
GUARANTORS:
ENOVATION CONTROLS, LLC,
an Oklahoma limited liability company
By: Helios Technologies, Inc.,
its managing member
By: ________________________________
Name: Tricia Fulton
Title: Chief Financial Officer
SUN HYDRAULICS, LLC,
a Florida limited liability company
By: Helios Technologies, Inc.,
its sole manager
By: _______________________________
Name: Tricia Fulton
Title: Chief Financial Officer
FASTER, INC.,
an Ohio corporation
By: ________________________________
Name: Tricia Fulton
Title: Vice President and Chief Financial Officer
SPA & BATH HOLDINGS, INC.,
a Delaware corporation
By:
Name: Tricia Fulton
Title: Chairwoman
BALBOA WATER GROUP, LLC,
a Delaware limited liability company
By:
Name: Tricia Fulton
Title: Vice President
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
HELIOS CENTER OF ENGINEERING EXCELLENCE, LLC,
a Delaware limited liability company
By:
Name: Tricia Fulton
Title: President
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent, the Issuing Lender, the Swing Loan Lender and a Lender
By: ________________________________
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
TRUIST BANK, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
REGIONS BANK, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
BANK OF MONTREAL, as an Issuing Lender
By:
Name:
Title:
BMO HARRIS BANK, N.A., as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
KEYBANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
MUFG UNION BANK, N.A., as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
CITIBANK, N.A., as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
SYNOVUS BANK, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.
PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
THIRD AMENDMENT SECOND AMENDED AND RESTATED CREDIT AGREEMENT
HELIOS TECHNOLOGIES, INC.