Exhibit 10.2
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of September 9, 2021 (this “Amendment”), among ADVANCED ENERGY INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each of the Guarantors party hereto, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a Credit Agreement, dated as of September 10, 2019 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement);
WHEREAS, the Borrower have requested an amendment to the Credit Agreement pursuant to which certain provisions of the Credit Agreement will be amended as set forth herein;
WHEREAS, Section 2.19 of the Credit Agreement permits the Borrower (x) to incur Incremental Revolving Commitments and to amend the Credit Agreement to give effect to the incurrence thereof pursuant to an Increase Joinder, by and among the Borrower, the Administrative Agent and the Eligible Assignees providing such Incremental Revolving Commitments and (y) to incur Incremental Term Commitments and to amend the Credit Agreement to give effect to the incurrence thereof pursuant to an Increase Joinder, by and among the Borrower, the Administrative Agent and the Eligible Assignees providing such Incremental Term Commitments;
WHEREAS, the Borrower has requested (x) Incremental Revolving Commitments pursuant to Section 2.19 of the Credit Agreement in an aggregate principal amount of $50,000,000 in the form of an increase (the “First Incremental Revolving Commitments”) to the existing Revolving Commitments outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (such existing Revolving Commitments, the “Outstanding Revolving Commitments”), which First Incremental Revolving Commitments shall be a fungible increase to the Outstanding Revolving Commitments, shall form part of a single Class of Revolving Commitments with the Outstanding Revolving Commitments, and shall have identical terms as the Outstanding Revolving Commitments and (y) Incremental Term Commitments pursuant to Section 2.19 of the Credit Agreement in an aggregate principal amount of $85,000,000 in the form of new term loan commitments (the “First Incremental Term Commitments”, and the loans thereunder, the “First Incremental Term Loans”), which shall be a fungible increase to the Term Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (such existing Term Loans, the “Outstanding Term Loans”), shall form part of a single Class of Term Loans with the Outstanding Term Loans, and shall have identical terms as the Outstanding Term Loans;
WHEREAS, upon the effectiveness of this Amendment on the Amendment No. 1 Effective Date, (x) each Person identified on Annex A hereto that executes and delivers a counterpart to this Amendment as an Incremental Revolving Lender (each an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) will provide, on a several and not joint basis, a First Incremental Revolving Commitment in the form of a fungible increase to the Outstanding Revolving Commitments in the amount set forth on Annex A hereto, which First Incremental Revolving Commitments shall be in an aggregate principal amount of $50,000,000, and the aggregate amount of Revolving Commitments under the Amended Credit Agreement (as defined below) shall be $200,000,000 and (y) each
Person identified on Annex A hereto that executes and delivers a counterpart to this Amendment as an Incremental Term Lender (each an “Incremental Term Lender” and, collectively, the “Incremental Term Lenders”) will make, on a several and not joint basis, new Term Loans under the First Incremental Term Commitments to the Borrower in Dollars in the amount set forth on Annex A hereto, which First Incremental Term Commitments shall be in an aggregate principal amount of $85,000,000, and the aggregate amount of Term Loans outstanding under the Amended Credit Agreement shall be $400,000,000;
WHEREAS, upon the effectiveness of this Amendment on the Amendment No. 1 Effective Date, the proceeds of the First Incremental Revolving Commitments and the First Incremental Term Loans will be used by the Borrower for any purpose not prohibited by the Credit Agreement, including the payment of fees and expenses incurred in connection with arrangement and funding of the First Incremental Revolving Commitments and the First Incremental Term Loans, all as more fully set forth in the Amended Credit Agreement;
WHEREAS, BofA Securities, Inc. has agreed to act as sole lead arranger and sole book runner for this Amendment, the Incremental Term Commitments and the Incremental Revolving Commitments (the “Amendment No. 1 Arranger”), pursuant to that certain engagement letter, dated as of August 30, 2021 (the “Amendment No. 1 Engagement Letter”), between the Borrower and the Amendment No. 1 Arranger; and
WHEREAS, Section 11.13 of the Credit Agreement permits the Borrower to replace a Non-Consenting Lender;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Amendments
Subject to the occurrence of the Amendment No. 1 Effective Date:
Conditions to Effectiveness
Representations and Warranties.
Miscellaneous
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