EX-10.1 8 dex101.htm ADDENDUM, DATED AS OF JULY 1, 2009 Addendum, dated as of July 1, 2009

Exhibit 10.1

ADDENDUM dated as of July 1, 2009 (this “Addendum”), to the Credit Agreement dated as of June 27, 2008 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, BNP PARIBAS and WILLIAM STREET LLC, as Documentation Agents, and J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The definition of the term “IR Parent” in Section 1.1 of the Credit Agreement provides that a Person will become the Subsequent Parent Company (and, in accordance with such definition, IR Parent) for purposes of the Credit Agreement so long as, among other things, such Person (x) executes and delivers a copy of the Credit Agreement and (y) becomes a Guarantor pursuant to the terms of Section 9.16(j) of the Credit Agreement. The undersigned Person (the “New Subsequent Parent Company”) is executing this Addendum in accordance with the requirements of the Credit Agreement to become the Subsequent Parent Company and a Guarantor under the Credit Agreement.

Accordingly, the Administrative Agent and the New Subsequent Parent Company agree as follows:

SECTION 1. In accordance with and pursuant to (a) the definition of the term “IR Parent” in Section 1.1 of the Credit Agreement and (b) Section 9.16(j) of the Credit Agreement, the New Subsequent Parent Company by its signature below becomes the Subsequent Parent Company (and, accordingly, is designated as “IR Parent” and becomes a Guarantor) under the Credit Agreement with the same force and effect as if the New Subsequent Parent Company had executed the Credit Agreement as “IR Parent” on the Effective Date, and the New Subsequent Parent Company hereby (i) agrees to all the terms and provisions of the Credit Agreement applicable to it as IR Parent and as a Guarantor thereunder and (ii) represents and warrants that the representations and warranties made by it as IR Parent and a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date). Each reference to “IR Parent” in the Credit Agreement shall be deemed to refer to the New Subsequent Parent Company and each reference to a “Guarantor” in the Credit Agreement shall be deemed to include the New Subsequent Parent Company. The Credit Agreement is hereby incorporated herein by reference.


SECTION 2. The New Subsequent Parent Company represents and warrants to the Administrative Agent and each Bank that this Addendum has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Addendum may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Addendum shall become effective when the Administrative Agent shall have received a counterpart of this Addendum that bears the signature of the New Subsequent Parent Company and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Addendum by facsimile or Adobe .pdf transmission shall be as effective as delivery of a manually signed counterpart of this Addendum.

SECTION 4. The New Subsequent Parent Company hereby represents and warrants that set forth under its signature hereto is its jurisdiction of formation.

SECTION 5. Except as expressly supplemented hereby, the Credit Agreement shall remain in full force and effect.

SECTION 6. THIS ADDENDUM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Addendum should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. The New Subsequent Parent Company agrees to reimburse the Administrative Agent for its fees and expenses pursuant to Section 9.3 of the Credit Agreement.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the New Subsequent Parent Company and the Administrative Agent have duly executed this Addendum as of the day and year first above written.

 

INGERSOLL-RAND PLC,
by   /s/ Barbara A. Santoro
  Name: Barbara A. Santoro
  Title: Secretary
  Jurisdiction of Formation: Ireland

 

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JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
by   /s/ Richard W. Duker
  Name: Richard W. Duker
  Title: Managing Director

 

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