aspects agrees to the terms of Sections 9.09(b),
(c) and (d) of the Credit Agreement as if fully set forth herein.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DESIGNATION LETTER, THE CREDIT
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS DESIGNATION LETTER BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Very truly yours,
ROBBINS & MYERS, INC.
By:
Name:
Title:
[NAME OF DESIGNATED
SUBSIDIARY]
By:
Name:
Title:
2
EXHIBIT C
FORM OF TERMINATION LETTER
___________________, ______
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the
Credit Agreement referred to below
[_________________________]
[_________________________]
Attention: [_______________]
Ladies and Gentlemen:
We refer to the Credit Agreement (as amended, restated, supplemented
or otherwise modified and in effect from time to time, the "Credit Agreement")
dated as of March[__], 2011 among Robbins & Myers, Inc. (the "Borrower"), the
Subsidiary Borrowers from time to time party thereto, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined
herein, capitalized terms used in this Termination Letter have the meanings
ascribed thereto in the Credit Agreement.
The Borrower hereby terminates the status as a Subsidiary Borrower of
_________________, a corporation incorporated under the laws of _______________
(the "Designated Subsidiary"), in accordance with Section 2.20 of the Credit
Agreement, effective as of the date of receipt of this notice by the
Administrative Agent. The undersigned hereby represent and warrant that all
Loans made to the Designated Subsidiary and all related interest have been paid
in full on or prior to the date hereof. Notwithstanding the foregoing, this
Termination Letter shall not terminate (a) any obligation of such Designated
Subsidiary that remains unpaid on the date hereof (including, without
limitation, any obligation arising hereafter in respect of the Designated
Subsidiary under Sections 2.15, 2.16 or 2.17 of the Credit Agreement) or (b) the
obligations of the Borrower under the Parent Guaranty with respect to any such
unpaid obligations of the Designated Subsidiaries.
Very truly yours,
ROBBINS & MYERS, INC.
By:
Name:
Title:
[SUBSIDIARY BORROWER]
By:
Name:
Title:
EXHIBIT D
MANDATORY COSTS RATE
1.
The Mandatory Costs Rate is an addition to the interest rate to compensate
Lenders for the cost of compliance with:
(a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of
its functions); or
(b) the requirements of the European Central Bank.
2.
On