Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 938K
4: EX-4.10 Instrument Defining the Rights of Security Holders HTML 44K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-4.6 Instrument Defining the Rights of Security Holders HTML 46K
5: EX-31 Certification -- §302 - SOA'02 HTML 27K
6: EX-32 Certification -- §906 - SOA'02 HTML 20K
13: R1 Document and Entity Information HTML 70K
14: R2 Condensed Statements of Consolidated Income HTML 77K
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15: R3 Condensed Statements of Consolidated Comprehensive HTML 57K
Income (Unaudited)
16: R4 Condensed Consolidated Balance Sheets (Unaudited) HTML 102K
17: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 30K
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18: R6 Condensed Statements of Consolidated Cash Flows HTML 83K
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19: R7 Condensed Statements of Shareholder's Equity HTML 166K
Condensed Statements of Shareholders' Equity
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20: R8 Condensed Statements of Shareholder's Equity HTML 18K
Condensed Statements of Shareholders' Equity
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21: R9 Basis of Presentation HTML 24K
22: R10 Revenue Recognition Revenue Recognition HTML 179K
23: R11 Business Combinations HTML 23K
24: R12 Goodwill and Intangibles HTML 68K
25: R13 Debt HTML 35K
26: R14 Derivatives Derivatives HTML 24K
27: R15 Fair Value Measurements HTML 22K
28: R16 Shareholders' Equity HTML 119K
29: R17 Segment Information HTML 83K
30: R18 Other Income, Net HTML 35K
31: R19 Basis of Presentation (Policies) HTML 27K
32: R20 Revenue Recognition Revenue Recognition (Tables) HTML 180K
33: R21 Goodwill and Intangibles (Tables) HTML 66K
34: R22 Debt (Tables) HTML 29K
35: R23 Shareholders' Equity (Tables) HTML 121K
36: R24 Segment Information (Tables) HTML 81K
37: R25 Other Income, Net (Tables) HTML 35K
38: R26 Revenue Recognition Revenue Recognition (Details) HTML 42K
39: R27 Revenue Recognition Revenue Recognition (Details HTML 72K
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40: R28 Revenue Recognition Revenue Recognition (Details HTML 49K
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41: R29 Revenue Recognition Revenue Recognition (Details HTML 23K
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42: R30 Business Combinations Business Combinations HTML 37K
Textuals (Details)
43: R31 Goodwill and Intangibles (Details) HTML 43K
44: R32 Goodwill and Intangibles (Details 1) HTML 35K
45: R33 Goodwill and Intangibles (Details2) HTML 29K
46: R34 Goodwill and Intangibles (Details Textuals) HTML 60K
47: R35 Debt (Details) HTML 41K
48: R36 Debt (Textuals) (Details) HTML 64K
49: R37 Derivatives Derivatives (Details) HTML 28K
50: R38 Fair Value Measurements (Details) HTML 22K
51: R39 Shareholders' Equity Accumulated Other HTML 89K
Comprehensive Income (Loss) (Details)
52: R40 Shareholders' Equity (Details) 1 HTML 67K
53: R41 Shareholders' Equity (Textuals) (Details) HTML 19K
54: R42 Segment Information (Details) HTML 47K
55: R43 Segment Information (Details 1) HTML 54K
56: R44 Segment Information (Details Textuals) HTML 28K
57: R45 Other Income, Net (Details) HTML 30K
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58: EXCEL IDEA Workbook of Financial Reports XLSX 72K
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‘EX-4.3’ — Instrument Defining the Rights of Security Holders
Re: Amendment
No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement dated as of October 30, 2019 (the “Agreement”) between Applied Industrial Technologies, Inc., an Ohio corporation (the “Company”), on the one hand, and PGIM, Inc. (“Prudential”), the Existing Holders party thereto, the Effective Date Purchasers party thereto and each other Prudential Affiliate which has become or becomes a party thereto, on the other hand. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
SECTION 1. Amendment. From and after the Effective Date (as defined in Section 3 hereof), paragraph 6B(7) of the Agreement is hereby amended by deleting the reference to “$200,000,000” contained therein and inserting “$250,000,000” in lieu thereof.
SECTION 2. Representations and Warranties. The Company and each Subsidiary party hereto hereby represents and warrants to Prudential and each holder of Notes that: (a) the execution and delivery of this letter has been duly authorized
by all necessary corporate or limited liability company, as applicable, action on behalf of the Company and each such Subsidiary and this letter has been duly executed and delivered by a duly authorized officer of the Company and each such Subsidiary, and all necessary or required consents to and approvals of this letter have been obtained and are in full force and effect, (b) each representation and warranty set forth in paragraph 8 of the Agreement and Section 6 of each Guaranty of Payment of Debt is true and correct as of the date of the execution and delivery of this letter by the Company and each such Subsidiary with the same effect as if made on such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they were true and correct as of such earlier date) and (c) no Default or Event of Default exists under the Agreement as of the date hereof.
SECTION 3. Conditions Precedent. The amendment described in Section 1 above shall become effective on the date (the “Effective Date”) when each of the following conditions has been satisfied:
3.1 Documents. Prudential and each holder of a Note shall have received original counterparts or, if satisfactory to the Required Holder(s), certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and
substance satisfactory to the Required Holder(s), dated the date hereof unless otherwise indicated, and on the date hereof in full force and effect:
(i) counterparts of this letter executed by the Company, each Subsidiary party to a Guaranty of Payment of Debt, Prudential and the Required Holder(s); and
(ii) an executed copy of an amendment to the Credit Agreement, in form and substance consistent with the terms set forth herein and satisfactory to Prudential and the Required Holder(s).
3.2 Fees
and Expenses. The Company shall have paid, to the extent invoiced prior to the Effective Date, the reasonable fees, charges and disbursements of Schiff Hardin LLP, special counsel to Prudential and the holders of the Notes incurred in connection with this letter.
3.3 Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this letter shall be satisfactory to the Required Holder(s), and the Required Holder(s) shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
SECTION 4. Waiver and Release. The
Company and each Subsidiary party hereto, by signing below, hereby waives and releases Prudential and each holder of a Note, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.
SECTION 5. Reference to and Effect on Note Agreement and Notes; Ratification of Documents. Upon the effectiveness of the amendment in Section 1 of this letter, each reference to the Agreement in any Note, any Guaranty of Payment of Debt or any document relating to the Agreement shall mean and be a reference
to the Agreement, as modified by this letter. Except as specifically set forth in Section 1 hereof, the Agreement, the Notes, each Guaranty of Payment of Debt and each other document relating thereto shall remain in full force and effect and are hereby ratified and confirmed in all respects. Except as specifically stated in this letter, the execution, delivery and effectiveness of this letter shall not (a) amend the Agreement, any Note, any Guaranty of Payment of Debt or any other document relating thereto, (b) operate as a waiver of any right, power or remedy of Prudential or any holder of the Notes, or (c) constitute a waiver of, or consent to any departure from, any provision of the Agreement, any Note, any Guaranty of Payment of Debt or any other document relating thereto at any time. Without limiting the foregoing, each party hereto acknowledges and agrees that notwithstanding the execution and delivery of this letter, paragraph 6B(12) of the Agreement applies
to all covenants contained in any Material Indebtedness Agreement existing as of the date hereof which are more restrictive than the covenants contained in the Agreement (as amended hereby). The execution, delivery and effectiveness of this letter shall not be construed as a course of dealing or other implication that Prudential or any holder of the Notes has agreed to or is prepared to grant any consents or agree to any amendment to the Agreement in the future, whether or not under similar
circumstances. In the event of a conflict between the terms of the Agreement and this letter, the
terms of this letter shall control.
SECTION 6. Confirmation of Guarantees. By its signature below, each Subsidiary party to a Guaranty of Payment of Debt agrees and consents to the terms and provisions of this letter and agrees that its Guaranty of Payment of Debt shall remain in full force and effect and is hereby ratified and confirmed in all respects after giving effect to this letter.
SECTION 7. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS LETTER
TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).
SECTION 8. Counterparts; Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
