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Exhibit 10.17
AMENDMENT NO. 2
Dated as of January 16, 2009
to
CREDIT AGREEMENT
Dated as of December 14, 2005
THIS AMENDMENT NO. 2 (this " Amendment ") is made as of
January 16, 2009 by and among H.B. Fuller Company (the "
Company "), the financial institutions listed on the
signature pages hereof (the " Lenders ") and JPMorgan Chase
Bank, National Association, as Administrative Agent (the "
Agent "), under that certain Credit Agreement dated as of
December 14, 2005 by and among the Company, the Lenders and
the Agent (the " Credit Agreement "). Defined terms used
herein and not otherwise defined herein shall have the respective
meanings given to them in the Credit Agreement.
WHEREAS, the Company, the Lenders party hereto and the Agent
have agreed to amend the Credit Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company, the Lenders party hereto and
the Agent have agreed to the following amendments to the Credit
Agreement.
1. Amendments to Credit Agreement . Effective as of
November 28, 2008 but subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the
Credit Agreement is hereby amended as follows:
(a) The definition of "Alternate Base Rate" appearing in
Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
" Alternate Base Rate " means, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Federal Funds Effective Rate in effect on
such day plus 1
/ 2 of
1% and (c) the Adjusted LIBO Rate for a one month Interest
Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%, provided that,
for the avoidance of doubt, the Adjusted LIBO Rate for any day
shall be based on the rate appearing on the Reuters BBA Libor Rates
Page 3750 (or on any successor or substitute page of such page) at
approximately 11:00 a.m. London time on such day. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal
Funds Effective Rate or the Adjusted LIBO Rate shall be effective
from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.
(b)The definition of "Consolidated EBITDA" appearing in
Section 1.01 of the Credit Agreement is hereby amended to add
the following as a new clause (iv) thereof:
(iv) non-cash impairment losses related to long-lived assets,
intangible assets or goodwill,
(c) The definition of "LIBO Rate" appearing in
Section 1.01 of the Credit Agreement is hereby amended to
delete the phrase "Page 3750 of the Dow Jones Market Service"
appearing therein and to replace such phrase with the phrase
"Reuters BBA Libor Rates Page 3750".
2. Conditions of Effectiveness . The effectiveness of
this Amendment is subject to the conditions precedent that the
Agent shall have received (i) counterparts of this Amendment
duly executed by the Company, the Required Lenders and the Agent
and the Consent and Reaffirmation attached hereto duly executed by
the Subsidiary Guarantors, (ii) such other instruments and
documents as are reasonably requested by the Agent, (iii) from
the Company for the account of each Lender that executes and
delivers its signature page hereto by such time as is requested by
the Agent, an amendment fee equal to an amount specified by the
Agent and (iv) from the Company payment and/or reimbursement
of the Agent’s and its affiliates’ fees and reasonable
out-of-pocket expenses (including reasonable legal fees and
expenses) in connection with this Amendment.
3. Representations and Warranties of the Company . The
Company hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Company and
are enforceable against the Company in accordance with their
terms.
(b) As of the date hereof and giving effect to the terms of this
Amendment, (i) there exists no Default or Event of Default and
(ii) the representations and warranties contained in
Article III of the Credit Agreement, as amended hereby, are
true and correct, except for representations and warranties made
with reference solely to an earlier date.
4. Reference to and Effect on the Credit Agreement .
(a) Upon the effectiveness of Section 1 hereof, each
reference to the Credit Agreement in the Credit Agreement or any
other Loan Document shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or
delivered in co
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