EXHIBIT 4.4


 


AMENDMENT NO. 2


 


Dated as of May 15, 2017


 


to


 


CREDIT AGREEMENT


 


Dated as of December 21, 2015


 


THIS AMENDMENT NO. 2 (this
“Amendment”) is made as of May 15, 2017 by and among ESCO Technologies Inc., a Missouri corporation (the “Company”),
ESCO UK Holding Company I Ltd., a company incorporated under the laws of England and Wales (together with the Company, the “Borrowers”)
and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit
Agreement dated as of December 21, 2015 by and among the Company, the Borrowers, the other Foreign Subsidiary Borrowers from time
to time party thereto, the Lenders and the Administrative Agent (as amended by Amendment No. 1, dated as of September 30, 2016,
the “Credit Agreement”; the Credit Agreement, as further amended by this Amendment, the “Amended Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given
to them in the Amended Credit Agreement.


 


WHEREAS, the parties hereto
have agreed to amend the Credit Agreement on the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrowers and the Administrative Agent hereby agree to enter into this Amendment.


 


1.             Amendments
to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 below, effective as of the date
hereof, the parties hereto agree that the Credit Agreement shall be amended as follows:


 


(a)           Section
6.04(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


(d)          (i)
Investments made by the Company in or to any Subsidiary and made by any Subsidiary in or to the Company or any other Subsidiary
(provided, except as provided in clause (f) below, that the amount of Investments that may be made and remain outstanding,
at any time, by Loan Parties to Subsidiaries which are not Loan Parties, shall not exceed the greater of (x) $50,000,000 or (y)
10% of Consolidated Tangible Assets, determined as of the most recent date for which the Company’s Financials have been delivered
under Section 5.01(or, if prior to the date of the first financial statements to be delivered pursuant to Section 5.01(a) or (b),
the most recent financial statements referred to in Section 3.04(a)); and 


 


(ii)        Investments
in the form of intercompany loans made by a Loan Party to one or more Subsidiaries which are not Loan Parties, in an aggregate
principal amount not to exceed $50,000,000 (provided that the proceeds of such intercompany loans shall be used exclusively
to directly or indirectly (A) fund the purchase price for that certain Acquisition (which shall be a Permitted Acquisition) by
9359-6138 Québec inc., a newly-formed Subsidiary, of assets that comprise the Canadian operations of Morgan Schaffer Inc.,
and (B) to provide working capital for 9359-6138 Québec inc.


 


2.             Conditions
of Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:


 




     

     


    

 


(a)           The
Administrative Agent shall have received (i) from each Borrower and the Administrative Agent a duly executed counterpart
of this Agreement signed on behalf of such party and (ii) from each Subsidiary Guarantor a duly executed counterpart of the Consent
and Reaffirmation attached hereto.


 


(b)           The
Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’ reasonably incurred
and properly documented fees and reasonable out-of-pocket expenses (including reasonable out-of-pocket fees and expenses of counsels
for the Administrative Agent) in connection with this Amendment and the other Loan Documents, to the extent invoiced prior to the
execution of this Amendment.


 


3.             Representations
and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:


 


(a)           This
Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of such Borrower, enforceable in accordance
with their terms, subject to applicable bankruptcy, insolvency, reorganization, liquidation, reconstruction, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law and except to the extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding therefor may be brought.


 


(b)           As
of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and
is continuing and (ii) the representations and warranties of the Borrowers set forth in the Amended Credit Agreement are true and
correct in all material respects (or in all respects in the case of any representation or warranty qualified by materiality or
Material Adverse Effect); provided that any such representation or warranty that by its express terms is made as of a specific
date is true and correct in all material respects (or in all respects if such representation or warranty is qualified by materiality
or Material Adverse Effect) as of such specific date.


 


4.             Reference
to and Effect on the Credit Agreement.


 


(a)           Upon
the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as amended hereby.


 


(b)           The
Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, and the
Obligations shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)           Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.


 


(d)           This
Amendment is a Loan Document.


 


5.             Governing
Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.


 


6.             Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


7.             Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the
same force and effect as manual signatures delivered in person.


 


[Signature
Pages Follow]


 




    	 	2	 



     


    

 


IN WITNESS WHEREOF, this
Amendment has been duly executed as of the day and year first above written.


 


	 	ESCO TECHNOLOGIES INC.,
	 	as a Borrower
	 	 	 
	 	By:  	/s/ Gary E. Muenster
	 	Name: Gary E. Muenster
	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	 	ESCO UK HOLDING COMPANY I LTD.,
	 	as a Borrower
	 	 	 
	 	By:   	/s/ Alyson S. Barclay
	 	Name: Alyson S. Barclay
	 	Title: Director


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent
	 	 	 
	 	By: 	/s/ Christopher A. Salek
	 	Name: Christopher A. Salek
	 	Title: Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Eric A. Escagne
	 	Name: Eric A. Escagne 
	 	Title: Senior Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	BMO HARRIS BANK N.A.,
	 	Individually as a Lender and as a Co-Documentation Agent
	 	 	 
	 	By:	/s/ Paul Chapman
	 	Name: Paul Chapman
	 	Title: Senior Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	SunTrust Bank,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Shannon Offen
	 	Name: Shannon Offen
	 	Title: Director


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	WELLS FARGO BANK, NA,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Kelli L. Gilliam
	 	Name: Kelli L. Gilliam
	 	Title: Senior Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	Commerce Bank,
	 	as a Lender
	 	 	 
	 	By:	/s/ T. William White
	 	Name: T. William White
	 	Title: Senior Vice President, Relationship Manager


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Marcel Fournier
	 	Name: Marcel Fournier
	 	Title: Senior Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Caleb A. Shapkoff
	 	Name: Caleb A. Shapkoff
	 	Title: Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By: 	/s/ Edward B. Hanson
	 	Name: Edward B. Hanson 
	 	Title: Senior Vice President


 




    Signature Page to Amendment No. 2 to
Amended and Restated Credit Agreement
ESCO Technologies Inc.


     


    

 


CONSENT AND REAFFIRMATION


 


Each of the undersigned hereby
acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Amended and Restated Credit Agreement dated as of December
21, 2015 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among ESCO
Technologies Inc. (the “Company”), ESCO UK Holding Company I Ltd., a company incorporated under the laws of
England and Wales, the other Foreign Subsidiary Borrowers from time to time party thereto, the financial institutions from time
to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative
Agent”), which Amendment No. 2 is dated as of May 15, 2017 and is among the Borrowers, the Lenders party thereto and
the Administrative Agent (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not
defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing
by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions
of the Credit Agreement and any other Loan Document executed by it and acknowledges and agrees that such Credit Agreement and each
and every such Loan Document executed by the undersigned in connection with the Credit Agreement, and all Obligations of the undersigned
thereunder, remain in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment.


 


Dated: May 15, 2017


 


[Signature
Page Follows]


 




     

     


    

 


	 	CRISSAIR, INC.
	 	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President
	 		 
	 	DOBLE ENGINEERING COMPANY
	 	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President
	 	 
	 	ETS-LINDGREN INC.
	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President
	 	 	 
	 	ESCO TECHNOLOGIES HOLDING LLC
	 	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Executive Vice President and Chief Financial Officer
	 	 	 
	 	PTI TECHNOLOGIES INC.
	 	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President
	 	 	 
	 	THERMOFORM ENGINEERED QUALITY LLC
	 	 	 
	 	By: 	/s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President
	 	 	 
	 	VACCO INDUSTRIES
	 	 	 
	 	By:	 /s/ Gary E. Muenster
	 	Name:  Gary E. Muenster
	 	Title:  Vice President


 




    Signature Page to Consent and Reaffirmation to
 Amendment No. 2 to Amended and Restated Credit Agreement
ESCO Technologies Inc.