(b) Each of the following definitions in Section 1.01
of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Commitment means, with respect to each Lender, the commitment of such Lender to
acquire participations in the Letter of Credit and to make Loans, as such commitment may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04 or (c) reduced or increased from time to time pursuant to an amendment hereto. The amount of each Lenders Commitment on the Amendment No. 10 Effective Date is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.
Maturity Date means June 20, 2030; provided, however, that
(i) with respect to the Commitments in the aggregate principal amount of $200,000,000, the Maturity Date shall mean June 20, 2026, (ii) with respect to the Commitments in the aggregate principal amount of $225,000,000, the Maturity Date
shall mean December 20, 2026, (iii) with respect to the Commitments in the aggregate principal amount of $125,000,000, the Maturity Date shall mean December 20, 2027, and (iv) with respect to the Commitments in the aggregate principal
amount of $75,000,000, the Maturity Date shall mean June 20, 2030.
(c) Schedule 2.01 of the Existing Credit
Agreement is hereby amended and restated in its entirety as set forth in Schedule 2.01 attached hereto.
SECTION 2.
Conditions of Effectiveness. This Amendment shall become effective on the date (the Amendment No. 10 Effective Date) on which:
(a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) the
Company, (ii) the Administrative Agent, (iii) the Lenders, and (iv) the Issuing Bank or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this
Amendment;
(b) the Administrative Agent shall have received one or more counterparts of the Twelfth Amended and Restated
Letter Agreement, dated as of the date hereof, duly executed by the Company and GSMC; and
(c) the representations and
warranties set forth in Section 4 of this Amendment shall be true and correct in all respects.
SECTION 3. Effect
of this Amendment, Etc.
(a) Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Issuing Bank, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
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THE SHERWIN-WILLIAMS COMPANY
Amendment No. 10 to A&R Credit Agreement |