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Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 20, 2005 (this “Amendment”), with respect to the Multi-Currency, Multi-Option Credit Agreement, dated as of August 14, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein), among Harman International Industries, Incorporated, a Delaware corporation (the “Company”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), the Bank of Nova Scotia as documentation agent, JPMorgan Chase Bank, N.A. as arranger and JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Company; and
WHEREAS, the Company has requested, and, upon this Amendment becoming effective, the Administrative Agent and the Lenders have agreed, that certain provisions of the Credit Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto hereby agree as follows:
SECTION I AMENDMENT
1.1 Amendment to Section 9.6. Section 9.6 of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:
“Notwithstanding any term or provision in this Agreement and in addition to any other term or provision in this Section 9.6, so long as no Event of Default has occurred and is continuing, the Company may from time to time after May 20, 2005 purchase or repurchase any shares of any class of its Capital Stock (whether in a single transaction or in multiple transactions) in an aggregate amount not to exceed $100,000,000.”
SECTION II MISCELLANEOUS
2.1 Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first set forth above upon the Administrative Agent having received counterparts of this Amendment duly executed and delivered by the Company and the Majority Lenders.
2.2 Continuing Effect; No Other Amendments. Except to the extent the Credit Agreement is expressly modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents in effect on the date hereof are and shall remain in full force and effect. This Amendment shall constitute a Loan Document.
2.3 Payment of Expenses. The Company agrees to pay and reimburse the Administrative Agent for all of the reasonable out-of-pocket fees and disbursements of legal counsel to the Administrative Agent incurred by the Administrative Agent to date in connection with this Amendment.
2.4 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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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.
HARMAN INTERNATIONAL INDUSTRIES,
INCORPORATED
By: /s/ Frank Meredith
Name: Frank Meredith
Title: Executive Vice President, Chief Operating Officer
and Chief Financial Officer
JPMORGAN CHASE BANK, N.A., as
Administrative Agent and as a Lender
By: /s/ James Maron
Name: James Maron
Title: Vice President
The Bank of Nova Scotia
Name of Lender
By: /s/ Todd Melber
Name: Todd Melber
Title: Managing Director
Danske Bank A/S
Name of Lender
By: /s/ Finn Jensen
Name: Finn Jensen
Title: Vice President
By: /s/ Bjarne Larsen
Name: Bjarne Larsen
Title: Vice President
Credit Suisse, Cayman Islands Branch (formally
known as Credit Suisse First Boston, acting through
its Cayman Islands Branch)
By: /s/ Alain Daoust
Name: Alain Daoust
Title: Director
By: /s/ Denise L. Alvarez
Name: Denise L. Alvarez
Title: Associate
Bayerische Hypo-Und Vereinsbank, AG
By:
Name:
Title:
Name of Lender: Citibank, N.A.
By: /s/ Andrew Kreeger
Name: Andrew Kreeger
Title: Vice President
HSBC Bank USA, National Association
Name of Lender
By: /s/ Diane M. Zieske
Name: Diane M. Zieske
Title: Senior Vice President
Israel Discount Bank of New York
Name of Lender
By: /s/ Alan Lefkowitz
Name: Alan Lefkowitz
Title: First Vice President
By: /s/ Amir Barash
Name: Amir Barash
Title: First Vice President
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
Name of Lender
By: /s/ Andrew Bernstein
Name: Andrew Bernstein
Title: Asst. Vice President
