90
9.8No Other Duties, etc.
91
9.9Administrative Agent's Fee.
91
9.10Administrative Agent May File Proofs of Claim
91
9.11Guaranty Matters
91
9.12No Reliance on Administrative Agent's Customer Identification Program
92
9.13Lender Provided Interest Rate Hedges, Lender Provided Foreign Currency
Hedges and Other Lender Provided Financial Service Products
92
10.MISCELLANEOUS
92
10.1Modifications, Amendments or Waivers.
92
10.1.1Increase of Commitment
92
10.1.2Extension of Payment; Reduction of Principal, Interest or Fees;
Modification of Terms of Payment
93
10.1.3Release of Guarantor
93
10.1.4Miscellaneous
93
10.2No Implied Waivers; Cumulative Remedies.
94
10.3Expenses; Indemnity; Damage Waiver.
94
10.3.1Costs and Expenses
94
10.3.2Indemnification by the Borrower
95
10.3.3Reimbursement by Lenders
95
10.3.4Waiver of Consequential Damages, Etc.
96
10.3.5Payments
96
(v)
10.3.6Survival
96
10.4Holidays.
96
10.5Notices; Effectiveness; Electronic Communication.
96
10.5.1Notices Generally
96
10.5.2Electronic Communications
97
10.5.3Change of Address, Etc.
97
10.5.4Platform
97
10.6Severability.
98
10.7Duration; Survival.
98
10.8Successors and Assigns.
98
10.8.1Successors and Assigns Generally
98
10.8.2Assignments by Lenders
99
10.8.3Register
101
10.8.4Participations
101
10.8.5Certain Pledges; Successors and Assigns Generally
102
10.8.6Cashless Settlement
102
10.9Confidentiality.
102
10.10Counterparts; Integration; Effectiveness.
103
10.11CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL.
104
10.11.1Governing Law
104
10.11.2SUBMISSION TO JURISDICTION
104
10.11.3WAIVER OF VENUE
105
10.11.4SERVICE OF PROCESS
105
10.11.5WAIVER OF JURY TRIAL
105
10.12USA Patriot Act Notice.
105
10.13Acknowledgement and Consent to Bail-In of EEA Financial
Institutions.
106
10.14Amendment and Restatement.
106
(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(P)
-
EXISTING LIENS
SCHEDULE 5.1.2
-
SUBSIDIARIES
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 7.2.4
-
EXISTING INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 2.5.1
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST
EXHIBIT 2.12
-
LENDER JOINDER AGREEMENT
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
-
COMPLIANCE CERTIFICATE
(vii)
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, restated and/or supplemented from
time to time, the "Agreement") is dated as of May 24, 2017 and is made by and
among EPAM SYSTEMS, INC., a Delaware corporation (the "Parent Company" or
"Borrower"), each of the GUARANTORS (as hereinafter defined), the LENDERS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, as the Administrative
Agent.
The Borrower has requested the Lenders to provide an amended and restated
revolving credit facility to the Borrower in an aggregate principal amount not
to exceed $300,000,000.00. In consideration of their mutual covenants and