AMENDMENT NO. 3 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 27, 2018 (this Amendment), by and among EAGLETREE-CARBIDE HOLDINGS (CAYMAN), LP, a Cayman Islands exempted limited partnership (Holdings), EAGLETREE-CARBIDE ACQUISITION CORP., a Delaware corporation (the U.S. Borrower), EAGLETREE-CARBIDE ACQUISITION S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 48, Boulevard Grande-Duchesse Charlotte, L - 1330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Commerce and Companies register under number B216.833 (the Lux Borrower), EAGLETREE-CARBIDE HONG KONG LIMITED, a Hong Kong limited liability company (the HK Borrower and, together with the U.S. Borrower and the Lux Borrower, collectively, the Borrowers), EAGLETREE-CARBIDE HOLDINGS (US), LLC, a Delaware limited liability company (LLC Subsidiary), CERTAIN SUBSIDIARIES OF HOLDINGS PARTY HERETO, as Guarantors, MACQUARIE CAPITAL FUNDING LLC, as administrative agent (in such capacity, together with its permitted successors and assigns in such capacity, the Administrative Agent) under the Credit Documents (as defined in the Credit Agreement referred to below) and each Lender party hereto (such Lenders constituting Required Lenders).
W I T N E S S E T H:
WHEREAS, the Borrowers, Holdings, LLC Subsidiary and certain other Subsidiaries of Holdings party thereto, as Guarantors, each Lender party thereto from time to time, Macquarie Capital Funding LLC, as Administrative Agent, and the other parties party thereto have entered into a First Lien Credit and Guaranty Agreement, dated as of August 28, 2017 (as amended by Amendment No. 1 to First Lien Credit and Guaranty Agreement, dated as of October 3, 2017, Amendment No. 2 to First Lien Credit and Guaranty Agreement, dated as of March 29, 2018, and as may be further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time the Credit Agreement; the terms defined therein and not otherwise defined herein being used herein as therein defined);
WHEREAS, the Credit Agreement requires the delivery of the audited financial statements for the fiscal year ended December 31, 2017 pursuant to Section 5.1(b) thereof and the other items described in clauses (c), (g) and (p) of Section 5.1 thereof (collectively, the 2017 Audited Financial Statement Items) within one hundred twenty days after the end of the fiscal year ended December 31, 2017 (the Delivery Date);
WHEREAS, the Borrowers hereby request that the Lenders amend the requirement to deliver the 2017 Audited Financial Statement Items by the Delivery Date to be required to be delivered within one hundred fifty days after the end of the fiscal year ended December 31, 2017; and
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment. Upon the Amendment Effective Date (as defined below), and subject to the occurrence thereof, Section 5.1(b) of the Credit Agreement shall be amended by replacing the text one hundred twenty days appearing in clause (x) thereof with the text one hundred fifty days.
SECTION 2. Conditions of Effectiveness of this Amendment. This Amendment shall become effective (the Amendment Effective Date) immediately when the following conditions shall have been satisfied:
(a) the Administrative Agent (or its counsel) shall have received an executed counterpart (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment from the Administrative Agent, the Borrowers, Holdings, LLC Subsidiary, each other Guarantor party hereto and the Required Lenders.