INCREMENTAL FACILITY AMENDMENT NO. 2, dated as of February 26, 2021 (this Amendment), to the Credit Agreement dated as of October 14, 2020, by and among ARRAY TECH, INC. (f/k/a Array Technologies, Inc.), a New Mexico corporation (the Borrower), ATI INVESTMENT SUB, INC., a Delaware corporation (Holdings), GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent and each L/C Issuer and lender from time to time party thereto (collectively, the Lenders and individually, a Lender) (as amended by that certain Amendment No. 1, dated as of February 23, 2021, the Credit Agreement and, as amended by this Amendment, the Amended Credit Agreement); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may obtain a Revolving Credit Commitment Increase by entering into one or more Incremental Facility Amendments with Additional Lenders;
WHEREAS, the Borrower has requested that JPMorgan Chase Bank, N.A. (JPMCB), acting as an Additional Lender, provide a Revolving Credit Commitment Increase to the Borrower in U.S. Dollars in an aggregate principal amount of $50.0 million (such increase, the 2021 Incremental Revolving Credit Commitments and the loans thereunder, the 2021 Incremental Revolving Credit Loans), the proceeds of which will be used for working capital, capital expenditures, other general corporate purposes (including the financing of Permitted Acquisitions, other Permitted Investments, working capital and/or purchase price adjustments, prepayments of Specified Indebtedness and related fees and expenses, and dividends and other distributions permitted under the Amended Credit Agreement) and any other use not prohibited by the Amended Credit Agreement.
WHEREAS, pursuant to Section 2.14(d) of the Credit Agreement, an Incremental Facility Amendment may, without the consent of any other Lender (but with the consent of each L/C Issuer to the extent required by Section 10.07 of the Credit Agreement with respect to Incremental Revolving Credit Commitments), effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of Section 2.14 of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Incremental Revolving Credit Commitments.
(a) JPMCB hereby commits to provide the 2021 Incremental Revolving Credit Commitments of $50.0 million in Dollars to the Borrower on the Amendment No. 2 Effective Date (as defined below) on the terms and subject to the conditions set forth herein.
(b) Pursuant to Section 2.14(d) of the Credit Agreement and subject to the terms and conditions set forth herein, effective as of the Amendment No. 2 Effective Date (as defined below), for all purposes of the Loan Documents (i) the 2021 Incremental Revolving Credit Commitments shall constitute Revolving Credit Commitments, Incremental Revolving Credit