EXHIBIT 10.1
Execution Version
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 9, 2024 (this “Amendment”), among ADVANCED ENERGY INDUSTRIES, INC., a Delaware corporation (the “Borrower”), each of the Guarantors party hereto, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a Credit Agreement, dated as of September 10, 2019 (as amended by Amendment No. 1, dated as of September 9, 2021, Amendment No. 2, dated as of March 31, 2023, Amendment No. 3, dated as of September 7, 2023 and as further amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement);
WHEREAS, Section 11.01 of the Credit Agreement permits the Borrower to amend the Credit Agreement with the consent of the Required Lenders;
WHEREAS, pursuant to Section 11.01 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended as set forth herein;
WHEREAS, Section 2.19 of the Credit Agreement permits the Borrower to incur Incremental Revolving Commitments and to amend the Credit Agreement to give effect to the incurrence thereof pursuant to an Increase Joinder, by and among the Borrower, the Administrative Agent and the Eligible Assignees providing such Incremental Revolving Commitments;
WHEREAS, the Borrower has requested Incremental Revolving Commitments pursuant to Section 2.19 of the Credit Agreement in an aggregate principal amount of $400,000,000 in the form of an increase (the “Second Incremental Revolving Commitments”) to the existing Revolving Commitments outstanding under the Credit Agreement immediately prior to the Amendment No. 4 Effective Date (as defined below) (such existing Revolving Commitments, the “Outstanding Revolving Commitments”), which Second Incremental Revolving Commitments shall be a fungible increase to the Outstanding Revolving Commitments, shall form part of a single Class of Revolving Commitments with the Outstanding Revolving Commitments, and shall have identical terms as the Outstanding Revolving Commitments;
WHEREAS, upon the effectiveness of this Amendment on the Amendment No. 4 Effective Date, each Person identified on Annex A hereto that executes and delivers a counterpart to this Amendment as an Incremental Revolving Lender (each an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) will provide, on a several and not joint basis, a Second Incremental Revolving Commitment in the form of a fungible increase to the Outstanding Revolving Commitments in the amount set forth on Annex A hereto, which Second Incremental Revolving Commitments shall be in an aggregate principal amount of $400,000,000, and the aggregate amount of Revolving Commitments under the Amended Credit Agreement (as defined below) shall be $600,000,000;
WHEREAS, upon the effectiveness of this Amendment on the Amendment No. 4 Effective Date, the proceeds of the Second Incremental Revolving Commitments will be used by the Borrower for any purpose not prohibited by the Credit Agreement, including the payment of fees and expenses incurred
in connection with arrangement and funding of the Second Incremental Revolving Commitments, all as more fully set forth in the Amended Credit Agreement;
WHEREAS, the Administrative Agent, the Borrower, each Guarantor and Lenders constituting the Required Lenders have agreed to make the amendments to the Credit Agreement as set forth in Article I of this Amendment; and
WHEREAS, BofA Securities, Inc. has agreed to act as sole lead arranger and sole book runner for this Amendment and the Incremental Revolving Commitments (the “Amendment No. 4 Arranger”), pursuant to that certain engagement letter, dated as of September 6, 2024 (the “Amendment No. 4 Engagement Letter”), between the Borrower and the Amendment No. 4 Arranger.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Amendments
Subject to the occurrence of the Amendment No. 4 Effective Date:
2
Conditions to Effectiveness
3
4
Representations and Warranties.
5
Miscellaneous
6
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