SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Charles River Laboratories International, Inc. – ‘10-Q’ for 9/28/19 – ‘EX-10.2’

On:  Wednesday, 11/6/19, at 3:03pm ET   ·   For:  9/28/19   ·   Accession #:  1100682-19-30   ·   File #:  1-15943

Previous ‘10-Q’:  ‘10-Q’ on 7/31/19 for 6/29/19   ·   Next:  ‘10-Q’ on 5/7/20 for 3/28/20   ·   Latest:  ‘10-Q’ on 11/8/23 for 9/30/23   ·   1 Reference:  By:  Charles River Laboratories International, Inc. – ‘10-K’ on 2/17/21 for 12/26/20

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

11/06/19  Charles River Labs Int’l, Inc.    10-Q        9/28/19  104:15M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.77M 
 2: EX-10.1     Material Contract                                   HTML     59K 
 3: EX-10.2     Material Contract                                   HTML    100K 
 4: EX-10.3     Material Contract                                   HTML    135K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     38K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     38K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     34K 
68: R1          Cover Page                                          HTML     83K 
29: R2          Condensed Consolidated Statements of Income         HTML    133K 
                (Unaudited)                                                      
42: R3          Condensed Consolidated Statements of Comprehensive  HTML     63K 
                Income (Unaudited)                                               
99: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    148K 
67: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML     52K 
                (Parenthetical)                                                  
28: R6          Condensed Consolidated Statements of Cash Flows     HTML    130K 
                (Unaudited)                                                      
41: R7          Condensed Consolidated Statements of Changes in     HTML    101K 
                Equity (Unaudited)                                               
102: R8          Basis of Presentation                               HTML     50K  
64: R9          Business Acquisitions                               HTML    143K 
23: R10         Revenue From Contracts With Customers               HTML    142K 
55: R11         Segment Information                                 HTML    208K 
88: R12         Supplemental Balance Sheet Information              HTML    101K 
76: R13         Venture Capital and Other Investments               HTML     44K 
24: R14         Fair Value                                          HTML    120K 
56: R15         Goodwill and Intangible Assets                      HTML     95K 
89: R16         Long-Term Debt and Finance Lease Obligations        HTML     98K 
77: R17         Equity and Noncontrolling Interests                 HTML    131K 
22: R18         Income Taxes                                        HTML     41K 
57: R19         Pension and Other Post-Retirement Benefit Plans     HTML     59K 
93: R20         Stock-Based Compensation                            HTML     57K 
59: R21         Foreign Currency Contracts                          HTML     89K 
25: R22         Restructuring and Asset Impairments                 HTML    151K 
37: R23         Leases                                              HTML    281K 
94: R24         Commitments and Contingencies                       HTML     33K 
60: R25         Basis of Presentation (Policies)                    HTML     58K 
26: R26         Business Acquisitions (Tables)                      HTML    115K 
38: R27         Revenue From Contracts With Customers (Tables)      HTML    165K 
95: R28         Segment Information (Tables)                        HTML    267K 
58: R29         Supplemental Balance Sheet Information (Tables)     HTML    112K 
79: R30         Fair Value (Tables)                                 HTML    106K 
92: R31         Goodwill and Intangible Assets (Tables)             HTML     97K 
54: R32         Long-Term Debt and Finance Lease Obligations        HTML     53K 
                (Tables)                                                         
21: R33         Equity and Noncontrolling Interests (Tables)        HTML    111K 
78: R34         Pension and Other Post-Retirement Benefit Plans     HTML     58K 
                (Tables)                                                         
91: R35         Stock-Based Compensation (Tables)                   HTML     55K 
53: R36         Foreign Currency Contracts (Tables)                 HTML     84K 
20: R37         Restructuring and Asset Impairments (Tables)        HTML    148K 
80: R38         Leases (Tables)                                     HTML    190K 
90: R39         BUSINESS ACQUISITIONS - Narrative (Details)         HTML    114K 
62: R40         BUSINESS ACQUISITIONS - Purchase Price Allocation   HTML     98K 
                (Details)                                                        
98: R41         BUSINESS ACQUISITIONS - Definite-Lived Intangible   HTML     50K 
                Assets (Details)                                                 
45: R42         BUSINESS ACQUISITIONS - Pro Forma Information       HTML     39K 
                (Details)                                                        
35: R43         REVENUE FROM CONTRACTS WITH CUSTOMERS -             HTML     50K 
                Disaggregation of Revenues by Major Business Line                
                (Details)                                                        
61: R44         REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule    HTML     60K 
                of Estimated Revenue Related to Performance                      
                Obligations (Details)                                            
97: R45         REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative   HTML     39K 
                (Details)                                                        
44: R46         REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule    HTML     38K 
                of Client Receivables, Contract Assets and                       
                Contract Liabilities (Details)                                   
34: R47         SEGMENT INFORMATION - Narrative (Details)           HTML     31K 
63: R48         SEGMENT INFORMATION - Revenue and Other Financial   HTML     51K 
                Information by Reportable Segment (Details)                      
96: R49         SEGMENT INFORMATION - Reconciliation of Segment     HTML     43K 
                Operating Income, Depreciation and Amortization,                 
                and Capital Expenditures (Details)                               
81: R50         SEGMENT INFORMATION - Revenue Per Significant       HTML     40K 
                Product or Service (Details)                                     
70: R51         SEGMENT INFORMATION - Summary of Unallocated        HTML     51K 
                Corporate Overhead (Details)                                     
18: R52         SEGMENT INFORMATION - Disaggregation of Revenue by  HTML     45K 
                Geographic Area (Details)                                        
51: R53         Supplemental Balance Sheet Information (Details)    HTML    127K 
82: R54         VENTURE CAPITAL AND OTHER INVESTMENTS - Narrative   HTML     52K 
                (Details)                                                        
71: R55         FAIR VALUE - Narrative (Details)                    HTML     40K 
19: R56         FAIR VALUE - Fair Value of Assets and Liabilities   HTML     67K 
                (Details)                                                        
52: R57         FAIR VALUE - Contingent Consideration (Details)     HTML     42K 
83: R58         GOODWILL AND INTANGIBLE ASSETS - Rollforward of     HTML     45K 
                Goodwill (Details)                                               
69: R59         GOODWILL AND INTANGIBLE ASSETS - Schedule of Other  HTML     54K 
                Intangible Assets (Details)                                      
31: R60         LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS -      HTML     67K 
                Schedule of Long-Term Debt (Details)                             
39: R61         LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS -      HTML    142K 
                Narrative (Details)                                              
103: R62         EQUITY AND NONCONTROLLING INTERESTS - Earnings Per  HTML     60K  
                Share (Details)                                                  
65: R63         EQUITY AND NONCONTROLLING INTERESTS - Narrative     HTML     73K 
                (Details)                                                        
32: R64         EQUITY AND NONCONTROLLING INTERESTS - Treasury      HTML     44K 
                Shares (Details)                                                 
40: R65         EQUITY AND NONCONTROLLING INTERESTS - Accumulated   HTML     58K 
                Other Comprehensive Income (Loss) (Details)                      
104: R66         EQUITY AND NONCONTROLLING INTERESTS - Rollforward   HTML     64K  
                of Redeemable Noncontrolling Interest (Details)                  
66: R67         Income Taxes (Details)                              HTML     49K 
30: R68         Pension and Other Post-Retirement Benefit Plans     HTML     53K 
                (Details)                                                        
43: R69         STOCK-BASED COMPENSATION - Stock Based              HTML     43K 
                Compensation Expense (Details)                                   
50: R70         STOCK-BASED COMPENSATION - Summary of Stock-Based   HTML     47K 
                Compensation Grants (Details)                                    
16: R71         FOREIGN CURRENCY CONTRACTS - Narrative (Details)    HTML     35K 
75: R72         FOREIGN CURRENCY CONTRACTS - Schedule of Notional   HTML     48K 
                and Fair Value of Foreign Currency Contracts                     
                (Details)                                                        
87: R73         FOREIGN CURRENCY CONTRACTS - Schedule of            HTML     45K 
                Derivative Instruments on Statements of Income                   
                (Details)                                                        
47: R74         RESTRUCTURING AND ASSET IMPAIRMENTS -               HTML     49K 
                Restructuring Costs by Classification on the                     
                Statements of Income (Details)                                   
13: R75         RESTRUCTURING AND ASSET IMPAIRMENTS -               HTML     44K 
                Restructuring Costs by Reportable Segment                        
                (Details)                                                        
72: R76         RESTRUCTURING AND ASSET IMPAIRMENTS -               HTML     68K 
                Restructuring Costs by Related to RMS                            
                Restructuring Initiative (Details)                               
84: R77         RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative     HTML     55K 
                (Details)                                                        
46: R78         RESTRUCTURING AND ASSET IMPAIRMENTS - Rollforward   HTML     42K 
                of Severance and Transition Costs Liability                      
                (Details)                                                        
17: R79         LEASES - Schedule of Cumulative Effect of Adoption  HTML     54K 
                of ASC 842 (Details)                                             
49: R80         LEASES - Narrative (Details)                        HTML     52K 
15: R81         LEASES - Right-of-Use Lease Assets and Lease        HTML     47K 
                Liabilities in Condensed Consolidated Financial                  
                Statements (Details)                                             
74: R82         LEASES - Components of Operating and Finance Lease  HTML     47K 
                Costs (Details)                                                  
86: R83         LEASES - Supplemental Cash Flow Information         HTML     44K 
                (Details)                                                        
48: R84         LEASES - Weighted Average Remaining Lease Term and  HTML     41K 
                Discount Rates (Details)                                         
14: R85         LEASES - Schedule of Future Minimum Lease Payments  HTML     70K 
                Under Non-Cancellable Leases After Adoption                      
                (Details)                                                        
73: R86         LEASES - Schedule of Future Minimum Lease           HTML     71K 
                Payments, Non-Cancellable Operating Leases Before                
                Adoption (Details)                                               
100: R9999       Uncategorized Items - crl928201910-q.htm            HTML     34K  
33: XML         IDEA XML File -- Filing Summary                      XML    191K 
27: XML         XBRL Instance -- crl928201910-q_htm                  XML   4.21M 
101: EXCEL       IDEA Workbook of Financial Reports                  XLSX    118K  
 9: EX-101.CAL  XBRL Calculations -- crl-20190928_cal                XML    364K 
10: EX-101.DEF  XBRL Definitions -- crl-20190928_def                 XML    893K 
11: EX-101.LAB  XBRL Labels -- crl-20190928_lab                      XML   2.11M 
12: EX-101.PRE  XBRL Presentations -- crl-20190928_pre               XML   1.31M 
 8: EX-101.SCH  XBRL Schema -- crl-20190928                          XSD    199K 
85: JSON        XBRL Instance as JSON Data -- MetaLinks              473±   709K 
36: ZIP         XBRL Zipped Folder -- 0001100682-19-000030-xbrl      Zip    416K

‘EX-10.2’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


Exhibit 10.2
    
SECOND AMENDMENT TO THE EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDMENT (this “Amendment”) dated as of September 25, 2019 relating to the Eighth Amended and Restated Credit Agreement dated as of March 26, 2018 (as heretofore amended or modified, the “Credit Agreement”) among Charles River Laboratories International, Inc. (the “Parent Borrower”), the Subsidiary Borrowers party thereto, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other agents party thereto.
RECITALS:
WHEREAS, the Borrowers wish to amend certain terms of the Credit Agreement with the consent of the Required Lenders in the manner set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Section 2Amendments. As of the Effective Date and subject to the satisfaction of the terms and conditions set forth herein:
(a)Section 6.04(e) of the Credit Agreement is hereby amended by replacing “$50,000,000” referred to therein with “$150,000,000” in lieu thereof.
(b)Section 6.04(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(i)    so long as no Event of Default shall have occurred or would result therefrom, other investments constituting minority investments in Capital Stock of or promissory notes issued by Persons engaged in a commercial business activity similar to the principal business activities of the Parent Borrower on the Eighth Amendment and Restatement Effective Date, or reasonably related or ancillary or complementary thereto, at any time outstanding shall not exceed $400,000,000 minus the amount of investments in excess of $20,000,000 made in reliance on Section 6.04(l) below”
Section 3Representations of the Borrowers. The Borrowers represent and warrant that:
(a)each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Date (as defined below) after giving effect hereto;
(b)no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto;
(c)each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,

1


moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and
(d)the execution, delivery and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.
Section 4Conditions. This Amendment shall become effective as of the first date (the “Effective Date”) when each of the following conditions shall have been satisfied:
(a)the Administrative Agent shall have received from the Required Lenders an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;
(b)the Administrative Agent shall have received from the Borrowers an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; and
(c)the Administrative Agent shall have received all fees and other amounts due and payable by the Borrowers on the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) under the Credit Agreement.
Section 5Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
Section 6Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 7Miscellaneous. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. The Borrowers shall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Amendment and the transactions contemplated hereby (including reasonable fees and expenses of Simpson Thacher & Bartlett LLP). 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 Administrative Agent or any Lender 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, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect.
[Signature Pages to Follow]

2

    


  

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
CHARLES RIVER LABORATORIES
INTERNATIONAL, INC.

By: /s/ David R. Smith                
Name: David R. Smith
Title: Corporate Executive Vice President
CHARLES RIVER NEDERLAND B.V.
By: /s/ Jeroen de Groot                
Name: Jeroen de Groot
Title: Director
CHARLES RIVER UK LIMITED
By: /s/ David R. Smith                
Name: David R. Smith
Title: Director

CHARLES RIVER LABORATORIES
JAPAN, INC.

By: /s/ David R. Smith                
Name: David R. Smith
Title: Director


CHARLES RIVER LABORATORIES
LUXEMBOURG S.A.R.L.

By: /s/ Wilbert Frieling                
Name: Wilbert Frieling
Title: A Manager







        






[CRL First Amendment Signature Page]

3

    



JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
/s/ David Hyman
 
Name: David Hyman
 
Title: Executive Director













































[CRL Second Amendment Signature Page]

4

    

    
REQUIRED LENDER CONSENT
JPMORGAN CHASE BANK, N.A., as a Required Lender
By:
/s/ David Hyman
 
Name: David Hyman
 
Title: Executive Director











































[CRL Second Amendment Signature Page]

5

    




REQUIRED LENDER CONSENT
Bank of America, N.A., as a Required Lender
By:
/s/ Linda E.C. Alto
 
Name: Linda E.C. Alto
 
Title: Senior Vice President


        



































 



[CRL Second Amendment Signature Page]

6

    


REQUIRED LENDER CONSENT
CITIZENS BANK, N.A., as a Required Lender
By:
/s/ Christopher J. DeLauro
 
Name: Christopher J. DeLauro
 
Title: Senior Vice President









































        



[CRL Second Amendment Signature Page]

7

    


REQUIRED LENDER CONSENT
TD BANK, N.A., as a Required Lender
By:
/s/ Alan Garson
 
Name: Alan Garson
 
Title: Senior Vice President











































        

[CRL Second Amendment Signature Page]

8

    


REQUIRED LENDER CONSENT
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Required Lender
By:
/s/ Jordan Harris
 
Name: Jordan Harris
 
Title: Director











































[CRL Second Amendment Signature Page]

9

    


            
REQUIRED LENDER CONSENT
DNB Capital LLC, as a Required Lender
By:
/s/ Thomas Tangen
 
Name: Thomas Tangen
 
Title: Senior Vice President Head of Healthcare
 
By:
/s/ Devan Patel
 
Name: Devan Patel
 
Title: Vice President




































[CRL Second Amendment Signature Page]


10

    


REQUIRED LENDER CONSENT
U.S. Bank, National Association, as a Required Lender
By:
/s/ Joseph M. Schnorr
 
Name: Joseph M. Schnorr
 
Title: Senior Vice President










































[CRL Second Amendment Signature Page]


11

    

REQUIRED LENDER CONSENT
MUFG BANK, LTD. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a Required Lender
By:
/s/ Teutha Ghilaga
 
Name: Teutha Ghilaga
 
Title: Director










































[CRL Second Amendment Signature Page]



12

    



REQUIRED LENDER CONSENT
CITIBANK, N.A., as a Required Lender
By:
/s/ Michael Chen
 
Name: Michael Chen
 
Title: Authorized Signer









































[CRL Second Amendment Signature Page]



13

    

REQUIRED LENDER CONSENT
KEYBANK NATIONAL ASSOCIATION, as a Required Lender
By:
/s/ Suzannah Valdivia
 
Name: Suzannah Valdivia
 
Title: Senior Vice President










































[CRL Second Amendment Signature Page]



14

    

REQUIRED LENDER CONSENT
SunTrust Bank, as a Required Lender
By:
/s/ Katherine Bass
 
Name: Katherine Bass
 
Title: Director











































[CRL Second Amendment Signature Page]



15

    

REQUIRED LENDER CONSENT
People’s United Bank, N.A., as a Required Lender
By:
/s/ Darci Buchanan
 
Name: Darci Buchanan
 
Title: Senior Vice President










































[CRL Second Amendment Signature Page]



16

    

REQUIRED LENDER CONSENT
BANK OF THE WEST, as a Required Lender
By:
/s/ Michael Weinert
 
Name: Michael Weinert
 
Title: Director











































[CRL Second Amendment Signature Page]


17

    

REQUIRED LENDER CONSENT
GOLDMAN SACHS BANK USA, as a Required Lender
By:
/s/ Jamie Minieri
 
Name: Jamie Minieri
 
Title: Authorized Signatory











































[CRL Second Amendment Signature Page]


18

    

REQUIRED LENDER CONSENT
PNC BANK, NATIONAL ASSOCIATION, as a Required Lender
By:
/s/ William P. Herold
 
Name: William P. Herold
 
Title: Vice President










































[CRL Second Amendment Signature Page]

19

    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/6/198-K
For Period end:9/28/19
9/25/19
3/26/188-K
 List all Filings 

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/17/21  Charles River Labs Int’l, Inc.    10-K       12/26/20  138:18M
↑Top
Filing Submission 0001100682-19-000030   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., Apr. 27, 2:10:51.1pm ET