JOINDER AGREEMENT (this "Agreement") dated as of _______
__, 20__ is among SPX FLOW, INC., a Delaware corporation (the "Parent
Borrower"), the Foreign Subsidiary Borrowers identified on the signature pages
hereto (the "Foreign Subsidiary Borrowers"), the Subsidiary Guarantors
identified on the signature pages hereto (the "Subsidiary Guarantors"),
[_______________] (the "New FCI Issuing Lender"), BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the "Administrative Agent") for the
banks and other financial institutions (the "Lenders") party to the Credit
Agreement (as hereafter defined) and DEUTSCHE BANK AG DEUTSCHLANDGESCHÄFT
BRANCH, as the Foreign Trade Facility Agent (in such capacity, the "Foreign
Trade Facility Agent").
WITNESSETH
WHEREAS the Parent Borrower, the Foreign Subsidiary Borrowers from time to time
party thereto, the Lenders, the Foreign Trade Facility Agent, the Administrative
Agent and such other parties thereto from time to time are parties to that
certain Amended and Restated Credit Agreement, dated as of June 27, 2019 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, pursuant to Section 2.6(t) of the Credit Agreement, the Parent Borrower
has the right to designate additional FCI Issuing Lenders to provide additional
FCI Issuing Commitments (an "Additional FCI Issuing Commitment") and/or
designate existing FCI Issuing Lenders to provide an increase to its existing
FCI Issuing Commitment (an "Increased FCI Issuing Commitment"); and
WHEREAS, the New FCI Issuing Lender has agreed to provide a [$___________] [FCI
Issuing Commitment] under the Credit Agreement which is an [Additional FCI
Issuing Commitment] [Increased FCI Issuing Commitment] on the terms set forth
herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Defined Terms. Capitalized terms used herein but not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
2.
Commitment. The New FCI Issuing Lender hereby agrees that, from and after
the date hereof, the New FCI Issuing Lender shall have a [FCI Issuing
Commitment] of [$__________] under the Credit Agreement. [The Parent Borrower,
the Foreign Subsidiary Borrowers and the New FCI Issuing Lender hereby
acknowledge, agree and confirm that the New FCI Issuing Lender shall, from and
after the date hereof, be deemed to be a party to the Credit Agreement in such
capacity and a "FCI Issuing Lender" for all purposes of the Credit Agreement and
the other Loan Documents, and shall have all of the rights and obligations of a
FCI Issuing Lender under the Credit Agreement and the other Loan Documents as if
the New FCI Issuing Lender had executed the Credit Agreement.] [If such New FCI
Issuing Lender is already a party to the Credit Agreement, the Parent Borrower,
the Foreign Subsidiary Borrowers and the New FCI Issuing Lender hereby
acknowledge, agree and confirm that the New FCI Issuing Lender shall continue to
have all of the rights and obligations of a FCI Issuing Lender under the Credit
Agreement and the other Loan Documents.]
3.
Conditions