Amendment No. 2, dated January 16, 2009, to Credit Agreement



 Exhibit 10.17 
 AMENDMENT NO. 2 
 Dated as of January 16, 2009 
 to 
 CREDIT AGREEMENT 
 Dated as of December 14, 2005 
 THIS AMENDMENT NO. 2 (this
“Amendment”) is made as of January 16, 2009 by and among H.B. Fuller Company (the “Company”), the financial institutions listed on the signature pages hereof (the “Lenders”) and JPMorgan Chase
Bank, National Association, as Administrative Agent (the “Agent”), under that certain Credit Agreement dated as of December 14, 2005 by and among the Company, the Lenders and the Agent (the “Credit Agreement”).
Defined terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 
 WHEREAS, the Company, the Lenders party hereto and the Agent 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
Company, the Lenders party hereto and the Agent have agreed to the following amendments to the Credit Agreement. 
 1. Amendments to
Credit Agreement. Effective as of November 28, 2008 but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) The definition of “Alternate Base Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows: 
 “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus
1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such page) at approximately 11:00 a.m.
London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate,
the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 
 (b)The definition of “Consolidated EBITDA”
appearing in Section 1.01 of the Credit Agreement is hereby amended to add the following as a new clause (iv) thereof: 
 (iv) non-cash impairment losses related to long-lived assets, intangible assets or goodwill, 







 (c) The definition of “LIBO Rate” appearing in Section 1.01 of the Credit Agreement is
hereby amended to delete the phrase “Page 3750 of the Dow Jones Market Service” appearing therein and to replace such phrase with the phrase “Reuters BBA Libor Rates Page 3750”. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Agent shall have received
(i) counterparts of this Amendment duly executed by the Company, the Required Lenders and the Agent and the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors, (ii) such other instruments and documents as
are reasonably requested by the Agent, (iii) from the Company for the account of each Lender that executes and delivers its signature page hereto by such time as is requested by the Agent, an amendment fee equal to an amount specified by the
Agent and (iv) from the Company payment and/or reimbursement of the Agent’s and its affiliates’ fees and reasonable out-of-pocket expenses (including reasonable legal fees and expenses) in connection with this Amendment. 

3. Representations and Warranties of the Company. The Company hereby represents and warrants as follows: 
 (a) This Amendment and the Credit Agreement as amended hereby constitute legal, valid and binding obligations of the Company and are enforceable against
the Company in accordance with their terms. 
 (b) As of the date hereof and giving effect to the terms of this Amendment, (i) there
exists no Default or Event of Default and (ii) the representations and warranties contained in Article III of the Credit Agreement, as amended hereby, are true and correct, except for representations and warranties made with reference
solely to an earlier date. 
 4. Reference to and Effect on the Credit Agreement. 
 (a) Upon the effectiveness of Section 1 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) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the 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. 
 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws 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. 
  

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 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. 
 [Signature
Pages Follow] 
  

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

  

			
	H.B. FULLER COMPANY,
	        as the Company
		
	By:	 	 /s/ Cheryl A. Reinitz

	Name:	 	Cheryl A. Reinitz
	Title:	 	Vice President, Treasurer


 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as
of December 14, 2005 








			
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Administrative Agent, as the Swingline Lender, as the Issuing
Bank and as a Lender


		
	By:	 	 /s/ Mike Kelly

	Name:	 	Mike Kelly
	Title:	 	Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 CITIBANK, N.A.,
as Syndication Agent and as a Lender


		
	By:	 	 /s/ Joronne Jeter

	Name:	 	Joronne Jeter
	Title:	 	Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 ABN AMRO BANK, N.V.,
individually as a Lender and as Co-Documentation Agent


		
	By:	 	 /s/ Michele Costello

	Name:	 	Michele Costello
	Title:	 	Director
		
	By:	 	 /s/ Nick Zorin

	Name:	 	Nick Zorin
	Title:	 	Assistant Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH
individually as a Lender and as Co-Documentation Agent



		
	By:	 	 /s/ Victor Pierzchalski

	Name:	 	Victor Pierzchalski
	Title:	 	Authorized Signatory


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 BANK OF AMERICA, N.A.,
individually as a Lender and as Co-Documentation Agent


		
	By:	 	 /s/ Kenneth S. Struglia

	Name:	 	Kenneth S. Struglia
	Title:	 	Managing Director


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 U.S. BANK NATIONAL ASSOCIATION,
individually as a Lender


		
	By:	 	 /s/ Karen Weathers

	Name:	 	Karen Weathers
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually as a Lender


		
	By:	 	 /s/ Brian Buck

	Name:	 	Brian Buck
	Title:	 	Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 THE NORTHERN TRUST COMPANY,
individually as a Lender


		
	By:	 	 /s/ Anu Agarwal

	Name:	 	Anu Agarwal
	Title:	 	Second Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 KEYBANK NATIONAL ASSOCIATION,
individually as a Lender


		
	By:	 	 /s/ Brian P. Fox

	Name:	 	Brian P. Fox
	Title:	 	Assistant Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 PNC BANK NATIONAL ASSOCIATION,
individually as a Lender


		
	By:	 	 /s/ Philip L. Liebscher

	Name:	 	Philip L. Liebscher
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 









			
	 NATIONAL CITY BANK OF THE MIDWEST,
individually as a Lender


		
	By:	 	 /s/ Derek R. Cook

	Name:	 	Derek R. Cook
	Title:	 	Senior Vice President


  

 Signature Page to Amendment No. 2 
 H.B. Fuller Company 
 Credit Agreement dated as of December 14, 2005 








 CONSENT AND REAFFIRMATION 
 Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 2 to the Credit Agreement dated as of December 14, 2005 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) by and among H.B. Fuller Company (the “Company”), the financial institutions from time to time party thereto (the “Lenders”) and
JPMorgan Chase Bank, National Association, in its individual capacity as a Lender and in its capacity as contractual representative (the “Agent”), which Amendment No. 2 is dated as of January 16, 2009 (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 Agent or any
Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan
Document executed by the undersigned in connection with the Credit Agreement remains 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 and as the same may from time to time hereafter be amended, modified or restated. 
 Dated: January 16, 2009 
  

			
	SPECIALTY CONSTRUCTION BRANDS, INC.
		
	By:	 	 /s/ Cheryl A. Reinitz

	Name:	 	Cheryl A. Reinitz
	Title:	 	Vice President, Treasurer