Exhibit 10.1
CUSIP NO. (REVOLVING CREDIT FACILITY) 42328JAB1
CUSIP NO. (TERM LOAN FACILITY) 42328JAC9
CUSIP NO. (TERM LOAN A-2 FACILITY) 86676RAD4
Incremental Facility Amendment to Second Amended and Restated Credit Agreement
Dated as of May 17, 2023
to the
Second Amended and Restated Credit Agreement
Dated as of October 28, 2020
among
Helios Technologies, inc.,
as Borrower,
The Guarantors From Time to Time Party Thereto,
The Lenders from time to time party thereto
and
PNC Bank, National Association
as Administrative Agent, an Issuing Lender, and Swing Loan Lender
PNC Capital Markets LLC,
as Joint Lead Arranger and Sole Bookrunner
Truist Securities, inc.,
as Joint Lead Arranger
Truist Bank,
as Syndication Agent
Citibank, N.A.,
Regions Bank,
and
Wells Fargo Bank, National Association,
as Co-Documentation Agents
INCREMENTAL facility AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS INCREMENTAL FACILITY AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of May 17, 2023 (the “Term Loan A-2 Effective Date”) is entered into by and among HELIOS TECHNOLOGIES, INC., a Florida corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and PNC Bank, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Lender, and Swing Loan Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.
RECITALS
WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and the Administrative Agent are parties that certain Second Amended and Restated Credit Agreement dated as of October 28, 2020 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested implementation of an Incremental Term Loan pursuant to Section 2.11 of the Credit Agreement and certain other modifications to the Credit Agreement, and the Lenders providing such Incremental Term Loan, the Required Lenders and the Administrative Agent have agreed to such modifications subject to the terms hereof.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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“Term Loan A-2 Effective Date” means May 17, 2023.
(iii) Aggregate Commitments. The aggregate amount of all increases under this Section 2.11 [Increase in Revolving Credit Commitments; Incremental Term Loans] after the Term Loan A-2 Effective Date (and after giving effect to the making of the Incremental Term Loan on the Term Loan A-2 Effective Date) shall not exceed $300,000,000.
(vi) Maximum Increases. The aggregate number of increases of the Revolving Credit Commitments and Incremental Term Loans after the Term Loan A-2 Effective Date (and after giving effect to the making of the Incremental Term Loan on the Term Loan A-2 Effective Date) shall not exceed three (3) such increases during the term of this Agreement following such date.
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[signatures follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
BORROWER:
HELIOS TECHNOLOGIES, INC.
a Florida corporation
By: ________________________________
Name: Tricia Fulton
Title: Chief Financial Officer
GUARANTORS:
ENOVATION CONTROLS, LLC,
an Oklahoma limited liability company
SUN HYDRAULICS, LLC,
a Florida limited liability company
FASTER, INC.,
an Ohio corporation
SPA & BATH HOLDINGS, INC.,
a Delaware corporation
BALBOA WATER GROUP, LLC,
a Delaware limited liability company
HELIOS CENTER OF ENGINEERING EXCELLENCE, INC.,
a Delaware corporation
HELIOS HYDRAULICS AMERICAS, LLC,
a Delaware limited liability company
DAMAN PRODUCTS COMPANY, LLC,
a Delaware limited liability company
SCHULTES PRECISION MANUFACTURING, INC.,
an Illinois corporation
By:
Name: Tricia Fulton
Title: Authorized Signatory
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
AGENT AND LENDERS:
PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent, an Issuing Lender, the Swing Loan Lender, a Term Loan A-2 Lender, and a Lender
By: ________________________________
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
TRUIST BANK, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
CITIBANK BANK, N.A., as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
REGIONS BANK, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
BMO HARRIS BANK N.A., as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
BANK OF MONTREAL, as an Issuing Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
SYNOVUS BANK, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
M&T BANK, as a Term Loan A-2 Lender and a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
KEYBANK NATIONAL ASSOCIATION, as a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
MUFG UNION BANK, N.A., as a Lender
By:
Name:
Title:
HELIOS TECHNOLOGIES, INC.
INCREMENTAL Facility AMENDMENT TO Second AMENDED AND RESTATED CREDIT AGREEMENT
Schedule 1(a)
Term Loan A-2 Commitments
Term Loan A-2 Lender | Term Loan A-2 Commitment | Ratable Share of Term Loan A-2 |
PNC Bank, National Association | $30,000,000.00 | 20.000000000% |
Truist Bank | $24,000,000.00 | 16.000000000% |
Citibank, N.A. | $22,000,000.00 | 14.666666667% |
Regions Bank | $22,000,000.00 | 14.666666667% |
Wells Fargo Bank, National Association | $22,000,000.00 | 14.666666667% |
BMO Harris Bank N.A. | $17,500,000.00 | 11.666666667% |
Synovus Bank | $6,250,000.00 | 4.166666666% |
M&T Bank | $6,250,000.00 | 4.166666666% |
TOTAL | $150,000,000.00 | 100.000000000% |