124
10.11.3
WAIVER OF VENUE.
124
10.11.4
SERVICE OF PROCESS.
124
10.11.5
WAIVER OF JURY TRIAL.
125
10.12
USA PATRIOT ACT NOTICE.
125
10.13
JOINDER OF GUARANTORS.
125
10.14
AMENDMENT AND RESTATEMENT.
126
10.15
NO ADVISORY OR FIDUCIARY RESPONSIBILITY.
126
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)
-
EXISTING LETTERS OF
CREDIT SCHEDULE 1.1(P)(1)
-
PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2)
-
PERMITTED LIENS SCHEDULE 1.1(S)
-
EXCLUDED SUBSIDIARIES SCHEDULE 5.1.2
-
SUBSIDIARIES SCHEDULE 5.1.12
-
ERISA COMPLIANCE SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS SCHEDULE 7.2.3
-
EXISTING GUARANTIES
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER EXHIBIT 1.1(G)(2)
-
GUARANTY AND SURETYSHIP
AGREEMENT EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT
1.1(N)(1)
-
REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 2.5.1
-
REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2
-
SWING
LOAN REQUEST EXHIBIT 4.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For
Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 4.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 4.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
4.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated December 11, 2015 and
is made by and among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the
"US Borrower" or the "Company"), MSA UK Holdings Limited, a private limited
liability company incorporated in England and Wales with registered number
09720572 (the "UK Borrower"), MSA International Holdings BV, a private company
with limited liability "besloten vennootschap met beperkte aansprakelijkheid"
incorporated under the laws of The Netherlands (the "Dutch Borrower", and
together with the US Borrower and the UK Borrower, each a "Borrower" and
together the "Borrowers"); and the UK Borrower and the Dutch Borrower, each a
"Foreign Borrower" and together the "Foreign Borrowers", each of the GUARANTORS
(as hereinafter defined), the LENDERS (as hereinafter defined) and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
under this Agreement (as hereinafter defined) (hereinafter referred to in such
capacity as the "Administrative Agent").
The Borrowers have requested the Lenders to provide a revolving credit facility
(including a letter of credit subfacility) to the Borrowers in an aggregate
principal amount, subject to Section 2.6 [Increase in Revolving Credit
Commitments], not to exceed Five Hundred Seventy Five Million and 00/100 Dollars
($575,000,000.00). In consideration of their mutual covenants and agreements
hereinafter set forth and intending to be legally bound hereby, the parties
hereto covenant and agree as follows:
1 CERTAIN DEFINITIONS
1.1 Certain Definitions.
In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,