AMENDMENT NO. 3 TO CREDIT AGREEMENT
(INCREMENTAL ASSUMPTION AGREEMENT)
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (INCREMENTAL ASSUMPTION AGREEMENT), dated as of June 4, 2021 (this Agreement), is made by and among Coty Inc., a Delaware corporation (the Parent Borrower), Coty B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands and registered with the trade register of the Chamber of Commerce under number 37069236 (the Dutch Borrower), the other Loan Parties party hereto, the Incremental Revolving Lenders (as defined below), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent).
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of April 5, 2018 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 27, 2019, and as amended by that certain Amendment No. 2 to the Credit Agreement, dated as of April 29, 2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among the Parent Borrower, the Dutch Borrower, the lenders from time to time party thereto and the Administrative Agent and Collateral Agent (capitalized terms used but not otherwise defined herein having the meanings provided in the Credit Agreement);
WHEREAS, the Parent Borrower, by this Agreement, hereby notifies the Administrative Agent pursuant to Section 2.20 of the Credit Agreement, the receipt of which is hereby acknowledged, of its request to add a new Class of incremental revolving facilities in an aggregate principal amount of $700,000,000 immediately after giving effect to a permanent reduction of existing and unused Revolving Commitments in an aggregate principal amount of $700,000,000 on the Incremental Effective Date (as defined below) pursuant to Section 2.08(b) of the Credit Agreement (such existing and unused Revolving Commitments, the Existing Revolving Commitments);
WHEREAS, each Lender with an Existing Revolving Commitment that executes and delivers a signature page to this Agreement as a Incremental Revolving Lender (collectively, the Incremental Revolving Lenders) will thereby agree to the terms of this Agreement and be deemed to extend new Revolving Commitments to the Borrowers with a Revolving Maturity Date of April 5, 2025;
WHEREAS, the Parent Borrower intends to reallocate the new Revolving Commitments contemplated by this Agreement (the New Revolving Commitments) after the Amendment Effective Date (as defined below) from the Incremental Revolving Lenders to other Persons that wish to participate in the Incremental Revolving Commitments contemplated by this Agreement as Lenders (the Additional Incremental Revolving Lenders) in a manner to be determined by the Parent Borrower (which may be on a non-pro rata basis) such that each Incremental Revolving Lender would not have any increased exposure under the Credit Agreement after giving effect to (i) such reallocation, (ii) the reduction of the Existing Revolving Commitments contemplated hereby and the effectiveness of the New Revolving Commitments on the Incremental Effective Date and (iii) any prepayment of Loans with the net proceeds of the issuance of debt securities by the Parent Borrower after the Incremental Effective Date; and
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: