Administrative Agent. The first full paragraph on
the second page of the Fee Letter is hereby amended by deleting the words "Lead
Lenders" and "Issuing Bank" and substituting in lieu thereof the word "Issuers"
and "Issuer", respectively. Mizuho Bank, Ltd. hereby replaces RBS as a party
thereto. All references to the "Fee Letter" in the Credit Agreement shall refer
to the Fee Letter as amended hereby.
SECTION 10. Notices. All notices hereunder shall be given in accordance with the
provisions of Section 12.05 of the Credit Agreement.
SECTION 11. Direction to Administrative Agent. The Parent and the Lenders
consent to the appointment of HSBC as the successor Administrative Agent. The
Lenders authorize, instruct and direct HSBC, as successor Administrative Agent,
to execute this Amendment and to take such further actions as may be necessary
to give effect to the transactions contemplated hereby.
SECTION 12. Governing Law; Submission to Jurisdiction: Waiver of Jury Trial.
(a) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE
OF LAW PRINCIPLES.
(b) Certain Waivers. EACH BORROWER, EACH LENDER, EACH ISSUER AND THE
ADMINISTRATIVE AGENT WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AMENDMENT OR ANY
STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
HEREWITH (COLLECTIVELY, "RELATED LITIGATION"). IN ADDITION, EACH BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY:
(i) AGREES THAT ANY RELATED LITIGATION BY ANY ISSUER OR LENDER OR THE
ADMINISTRATIVE AGENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN NEW YORK COUNTY, NEW YORK, AND SUBMITS TO THE
JURISDICTION OF SUCH COURTS (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY ISSUER, LENDER OR BORROWER TO BRING ANY ACTION, SUIT
OR PROCEEDING IN ANY OTHER FORUM);
(ii) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE
OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY
SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVES
ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH
COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH BORROWER; AND
(iii) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL
PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE
PREPAID, TO SUCH BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION 10
HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY
RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE
VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY
LAW).
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
AIR PRODUCTS AND CHEMICALS, INC.,
by
/s/ Gregory E. Weigard
Name: