UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________________________________________________
Date of Report (Date of earliest event reported): May 29, 2020 (May 28 2020)
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-11083 | 04-2695240 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 300 Boston Scientific Way, Marlborough, Massachusetts | 01752-1234 |
| (Address of Principal Executive Offices) | (Zip Code) |
(508) 683-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | BSX | New York Stock Exchange | ||
| 0.625% Senior Notes due 2027 | BSX27 | New York Stock Exchange | ||
|
5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share |
BSX PR A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to the February Term Loan Credit Agreement
On May 28, 2020, Boston Scientific Corporation (the “Company”) entered into the Second Amendment (the “Term Loan Amendment”) to its $1.000 billion 364-day term loan credit agreement dated as of February 27, 2020 (the “February Term Loan Credit Agreement”), by and among the Company, as borrower, the several lenders party thereto, and The Bank of Nova Scotia, as administrative agent.
Pursuant to the Term Loan Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly cash dividends and other limited cash payments on the Company’s recently issued 5.50% Mandatory Convertible Preferred Stock, Series A (the “Mandatory Convertible Preferred Stock”) and other capital stock issued by the Company, which is (or becomes) mandatorily convertible into or exchangeable for the Company’s common stock.
A copy of the Term Loan Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms of the Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment.
Amendment to Revolving Credit Agreement
On May 28, 2020, the Company also entered into the Second Amendment (the “Revolver Amendment”) to its $2.750 billion credit agreement (the “Revolving Credit Agreement”), dated as of December 19, 2018, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
Pursuant to the Revolver Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly cash dividends and other limited cash payments on the Company’s Mandatory Convertible Preferred Stock and other capital stock issued by the Company, which is (or becomes) mandatorily convertible into or exchangeable for the Company’s common stock.
A copy of the Revolver Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the terms of the Revolver Amendment is qualified in its entirety by reference to the full text of the Revolver Amendment.
With respect to both the February Term Loan Credit Agreement (as amended) and the Revolving Credit Agreement (as amended), the Company has customary corporate and commercial banking relationships with the lenders, the syndication agents, documentation agents and the administrative agents and their affiliates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment, dated as of May 28, 2020, to February Term Loan Credit Agreement, by and among Boston Scientific Corporation, the several lenders parties thereto, and The Bank of Nova Scotia, as administrative agent. | |
| 10.2 | Second Amendment, dated as of May 28, 2020, to Revolving Credit Agreement, by and among Boston Scientific Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | May 29, 2020 | BOSTON SCIENTIFIC CORPORATION | |
| By: | /s/ Vance R. Brown | ||
|
Vance R. Brown Vice President and Chief Corporate Counsel |
|||
Exhibit 10.1
Execution Version
SECOND AMENDMENT
SECOND AMENDMENT, dated as of May 28, 2020 (this “Amendment”), to the Credit Agreement, dated as of February 27, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Borrower”), (ii) the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and (iii) THE BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; and
WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendments to the Credit Agreement.
(a) The following new definition is hereby added to Section 1.1 of the Credit Agreement in alphabetical order:
“Mandatorily Convertible Securities”: the Mandatory Convertible Preferred Stock, issued by the Borrower on May 27, 2020, and any other Capital Stock issued by the Borrower that is or will become, after the passage of a specified amount of time, mandatorily convertible into or mandatorily exchangeable for common stock of the Borrower.
(b) Section 7.6 of the Credit Agreement is hereby deleted in its entirety and the following shall be substituted therefor:
7.6 Limitation on Restricted Payments. Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (d) with respect to Mandatorily Convertible Securities, regularly scheduled quarterly dividends payable to the holders thereof, payments payable in connection with the conversion thereof upon a “fundamental change” (or similar term, as defined in the prospectus regarding the applicable
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Mandatorily Convertible Securities) to the holders thereof, and cash in lieu of fractional shares with respect thereto.
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.
SECTION 4. Representation and Warranties. To induce the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and all of the Lenders as of the Amendment Effective Date that:
(a) Corporate Power; Authorization; Enforceable Obligations.
(i) The Borrower has the corporate power and authority, and the legal right, to make and deliver this Amendment and to perform the Loan Documents, as amended by this Amendment, to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the performance of the Loan Documents, as so amended, to which it is a party.
(ii) No consent or authorization of, filing with (other than the Borrower’s public filing of the Amendment on Form 8-K, if applicable), or notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to the Borrower or any of its Subsidiaries in connection with the execution and delivery of this Amendment or with the performance, validity or enforceability of the Loan Documents, as amended by this Amendment, to which the Borrower is party.
(iii) This Amendment has been duly executed and delivered on behalf of the Borrower.
(iv) This Amendment and each Loan Document, as amended by this Amendment, to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to the effects of bankruptcy, examination, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) Representations and Warranties. The representations and warranties (except for those made in subsections 4.13 and 4.14 of the Credit Agreement) made by the Borrower in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date.
SECTION 5. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent.
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SECTION 6. No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.
SECTION 7. Governing Law; Counterparts.
(a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. The provisions of subsections 11.12 and 11.17 of the Credit Agreement are incorporated herein, mutatis mutandis.
(b) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission or in electronic (i.e., “pdf” or “tif”) format), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
SECTION 8. Miscellaneous.
(a) Upon and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document.
(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. It is the intent of the parties hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the Credit Agreement, any other Loan Document or any of the rights, obligations or liabilities thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
| BOSTON SCIENTIFIC CORPORATION | |||
| By: | /s/ Robert J. Castagna | ||
| Name: | Robert J. Castagna | ||
| Title: | Vice President and Treasurer | ||
Signature Page to Second Amendment to Credit Agreement
|
THE BANK OF NOVA SCOTIA, as Administrative
Agent and as a Lender |
|||
| By: | /s/ Arjun Talwalkar | ||
| Name: | Arjun Talwalkar | ||
| Title: | Director | ||
Signature Page to Second Amendment to Credit Agreement
|
WELLS FARGO BANK, N.A.,
as a Lender |
|||
| By: | /s/ Darin Mullis | ||
| Name: | Darin Mullis | ||
| Title: | Managing Director | ||
Signature Page to Second Amendment to Credit Agreement
Exhibit 10.2
Execution Version
SECOND AMENDMENT
SECOND AMENDMENT, dated as of May 28, 2020 (this “Amendment”), to the Credit Agreement, dated as of December 19, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Borrower”), (ii) the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; and
WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2. Amendments to the Credit Agreement.
(a) The following new definition is hereby added to subsection 1.1 of the Credit Agreement in alphabetical order:
“Mandatorily Convertible Securities”: the Mandatory Convertible Preferred Stock, issued by the Borrower on May 27, 2020, and any other Capital Stock issued by the Borrower that is or will become, after the passage of a specified amount of time, mandatorily convertible into or mandatorily exchangeable for common stock of the Borrower.
(b) Section 9.6 of the Credit Agreement is hereby deleted in its entirety and the following shall be substituted therefor:
9.6 Limitation on Restricted Payments. On or before the date on which financials are delivered pursuant to subsection 8.1(a) with respect to the fiscal quarter ending June 30, 2021, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (d) with respect to Mandatorily Convertible Securities, regularly scheduled quarterly dividends payable to the holders thereof, payments payable in connection with the conversion thereof upon a “fundamental change” (or similar term, as
2
defined in the prospectus regarding the applicable Mandatorily Convertible Securities) to the holders thereof, and cash in lieu of fractional shares with respect thereto.
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) on which (a) the Borrower, the Administrative Agent and the Majority Lenders shall have executed and delivered to the Administrative Agent this Amendment and (b) all fees and expenses payable to the Administrative Agent, the other agents and any Lender shall have been paid.
SECTION 4. Representation and Warranties. To induce the Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and all of the Lenders as of the Amendment Effective Date that:
(a) Corporate Power; Authorization; Enforceable Obligations.
(i) The Borrower has the corporate power and authority, and the legal right, to make and deliver this Amendment and to perform the Loan Documents, as amended by this Amendment, to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment and the performance of the Loan Documents, as so amended, to which it is a party.
(ii) No consent or authorization of, filing with (other than the Borrower’s public filing of the Amendment on Form 8-K, if applicable), or notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to the Borrower or any of its Subsidiaries in connection with the execution and delivery of this Amendment or with the performance, validity or enforceability of the Loan Documents, as amended by this Amendment, to which the Borrower is party.
(iii) This Amendment has been duly executed and delivered on behalf of the Borrower.
(iv) This Amendment and each Loan Document, as amended by this Amendment, to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to the effects of bankruptcy, examination, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(b) Representations and Warranties. The representations and warranties (except for those made in subsections 6.13 and 6.14 of the Credit Agreement) made by the Borrower in or pursuant to the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date.
SECTION 5. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the
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transactions contemplated hereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent.
SECTION 6. No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.
SECTION 7. Governing Law; Counterparts.
(a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. The provisions of subsections 13.12 and 13.17 of the Credit Agreement are incorporated herein, mutatis mutandis.
(b) This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission or in electronic (i.e., “pdf” or “tif”) format), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
SECTION 8. Miscellaneous.
(a) Upon and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document.
(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. It is the intent of the parties hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the Credit Agreement, any other Loan Document or any of the rights, obligations or liabilities thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
| BOSTON SCIENTIFIC CORPORATION | |||
| By: | /s/ Robert J. Castagna | ||
| Name: | Robert J. Castagna | ||
| Title: | Vice President and Treasurer | ||
Signature Page to Second Amendment to Credit Agreement
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender |
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| By: | /s/ Darin Mullis | ||
| Name: | Darin Mullis | ||
| Title: | Managing Director | ||
Signature Page to Second Amendment to Credit Agreement
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BANK OF AMERICA, N.A.,
as a Lender |
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| By: | /s/ Darren Merten | ||
| Name: | Darren Merten | ||
| Title: | Director | ||
Signature Page to Second Amendment to Credit Agreement
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BARCLAYS BANK PLC,
as a Lender |
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| By: | /s/ Jake Lam | ||
| Name: | Jake Lam | ||
| Title: | Assistant Vice President | ||
Signature Page to Second Amendment to Credit Agreement
| CITIBANK, N.A., | |||
| as a Lender | |||
| By: | /s/ Pranjal Gambhir | ||
| Name: | Pranjal Gambhir | ||
| Title: | Vice President | ||
Signature Page to Second Amendment to Credit Agreement
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DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender |
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| By: | /s/ Ming K. Chu | |||
| Name: | Ming K. Chu | ming.k.chu@db.com | ||
| Title: | Director | +1-212-250-5451 | ||
| By: | /s/ Annie Chung | |||
| Name: | Annie Chung | annie.chung@db.com | ||
| Title: | Director | +1-212-250-6573 | ||
Signature Page to Second Amendment to Credit Agreement
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GOLDMAN SACHS BANK USA,
as a Lender |
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| By: | /s/ Jamie Minieri | ||
| Name: | Jamie Minieri | ||
| Title: | Authorized Signatory | ||
Signature Page to Second Amendment to Credit Agreement
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JPMORGAN CHASE BANK, N.A.,
as a Lender |
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| By: | /s/ Gregory T. Martin | ||
| Name: | Gregory T. Martin | ||
| Title: | Executive Director | ||
Signature Page to Second Amendment to Credit Agreement
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BNP PARIBAS
as a Lender |
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| By: | /s/ Michael Pearce | ||
| Name: | Michael Pearce | ||
| Title: | Managing Director | ||
| By: | /s/ John T. Bosco | ||
| Name: | John T. Bosco | ||
| Title: | Managing Director | ||
Signature Page to Second Amendment to Credit Agreement
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DNB CAPITAL LLC,
as a Lender |
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| By: | /s/ Samantha Stone | ||
| Name: | Samantha Stone | ||
| Title: | Vice President | ||
| By: | /s/ Mita Zalavadia | ||
| Name: | Mita Zalavadia | ||
| Title: | Assistant Vice President | ||
Signature Page to Second Amendment to Credit Agreement
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Intesa Sanpaolo S.p.A., New York Branch,
as a Lender |
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| By: | /s/ Alessandro Toigo | ||
| Name: | Alessandro Toigo | ||
| Title: | Head of Corporate Desk | ||
| By: | /s/ Jennifer Feldman Facciola | ||
| Name: | Jennifer Feldman Facciola | ||
| Title: | Vice President and Relationship Manager | ||
Signature Page to Second Amendment to Credit Agreement
| MUFG Bank, LTD., as a Lender | |||
| By: | /s/ David Meisner | ||
| Name: | David Meisner | ||
| Title: | Vice President | ||
Signature Page to Second Amendment to Credit Agreement
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Royal Bank of Canada
as a Lender |
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| By: | /s/ Scott MacVicar | ||
| Name: | Scott MacVicar | ||
| Title: | Authorized Signatory | ||
Signature Page to Second Amendment to Credit Agreement
| SOCIETE GENERALE, as a Lender | |||
| By: | /s/ Kimberly Metzger | ||
| Name: | Kimberly Metzger | ||
| Title: | Director | ||
Signature Page to Second Amendment to Credit Agreement
| STANDARD CHARTERED BANK, | |||
| as a Lender | |||
| By: | /s/ James Beck | ||
| Name: | James Beck | ||
| Title: | Associate Director | ||
Signature Page to Second Amendment to Credit Agreement
| The Bank of Nova Scotia, | |||
| as a Lender | |||
| By: | /s/ Arjun Talwalkar | ||
| Name: | Arjun Talwalkar | ||
| Title: | Director | ||
Signature Page to Second Amendment to Credit Agreement
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US Bank, National Association,
as a Lender |
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| By: | /s/ Michael West | ||
| Name: | Michael West | ||
| Title: | Senior Vice President | ||
Signature Page to Second Amendment to Credit Agreement
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ALLIED IRISH BANKS PLC
as a Lender |
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| By: | /s/ Conor Brogan | ||
| Name: | Conor Brogan | ||
| Title: |
Senior Relationship Manager
AIB Corporate Banking |
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Signature Page to Second Amendment to Credit Agreement