PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 3 contracts
Sources: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.)
PRELIMINARY STATEMENTS. The BorrowerReference is made to that certain First Lien Credit Agreement, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30August 6, 2016 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Existing Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Existing Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided the Borrower with Initial Canadian herein to, among other things, provide for Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term B Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the First Amendment Effective Date, Parent Borrower and its Subsidiaries and (ii) the Borrower was provided an incremental term loan facility proceeds of the Unsecured Notes in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 and were 500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to repay in full consummate the Initial Term Loans outstanding as of the First Amendment Effective Closing Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and Refinancing, (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject respect to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit AgreementFacilities. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 3 contracts
Sources: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
PRELIMINARY STATEMENTS. The Pursuant to the Amended and Restated Unit Purchase Agreement, dated as of August 12, 2019, as amended on January 23, 2020, among the Initial Borrower, Barclays Bank PLCthe SPAC, as administrative agent the Company and collateral agent Atlas Technical Consultants Holdings, LP, a Delaware limited partnership (together with all exhibits, schedules and disclosure letters thereto, the “Acquisition Agreement”), the Initial Borrower will acquire all of the outstanding Equity Interests of the Company (the “Existing Administrative AgentAcquisition”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment Acquisition Agreement, and herein(ii) immediately following the consummation of the Acquisition on the Closing Date, New the Initial Borrower will merge with and into the Company, with the Company being the surviving Person of such merger (the “Merger”). The Initial Borrower has requested that the applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term Loans on in an initial aggregate principal amount of $281,000,000, (ii) the Second Amendment Effective Date (as defined below) Revolving Loans in an aggregate principal amount of $1,710,000,000 40,000,000, (iii) Letters of Credit in an aggregate amount of $5,000,000 and (iv) Swing Loans in an aggregate principal amount of $5,000,000. The proceeds of the Initial Term Loans, together with the proceeds of the SPAC Equity Contribution and the proceeds of the Revolving Loans not to exceed $10,000,000 utilized on the Closing Date, will be used to finance a portion (i) fund the Transactions (including to pay the Transaction Costs) and (ii) fund the Long Engineering Acquisition in the aggregate amount of $10,500,000. After the Closing Date, the proceeds of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”)Revolving Loans, indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation Swing Loans and an indirect, wholly-owned subsidiary Letters of Credit will be used for working capital and general corporate requirements of the Borrower (and its Restricted Subsidiaries, including the “Buyer”)funding of Permitted Acquisitions, of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended permitted Investments and/or any other transaction not prohibited by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit terms of this Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
PRELIMINARY STATEMENTS. The BorrowerPrior to the date of this Agreement, Barclays the Borrowers and the Guarantors, on the one hand, and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to time party thereto are parties that certain First Amendment to the Term Loan Second Amended and Restated Credit Agreement dated as of September December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2016 (2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as amendedof August 1, restated2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended and restated, supplemented or otherwise modified from time to time and in effect immediately prior to the date hereofThird Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders amend and restate the Existing Credit Agreement provided to, among other things, increase the Borrower with Initial Canadian Revolving Credit Commitment to $350,000,000, increase the Term Loans on Commitment to the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount Dollar Equivalent of $100,000,000, which were incurred on October 15denominated in Euros, 2018 in connection with Pre-Approved Acquisitions. As to increase the potential aggregate incremental increase of the First Amendment Effective Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 to $200,000,000, extend the Maturity Date, all Initial Term Loans (and any accrued effect the other changes set forth in this Credit Agreement, and unpaid interest thereon) under the Administrative Agent and the Lenders have indicated their willingness to so amend the Existing Credit Agreement was repaid and to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion . In accordance with Section 11.01 of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Existing Credit Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative AgentBorrowers, the Administrative AgentGuarantors, the Collateral Lenders and the Administrative Agent desire to amend and each of the Lenders party to the First Amendment have agreed to (a) amend restate the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
PRELIMINARY STATEMENTS. The On the Original Closing Date, a credit agreement was entered into among the Borrower, Barclays Bank PLCHoldings, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender other Guarantors party thereto from time to time party thereto are parties to time, the Lenders and Bank of America, N.A. as Administrative Agent (as amended and restated on February 14, 2020, the “Original Term Loan Credit Agreement dated as of September 30Agreement”). On November 16, 2016 (as amended2012, restateda credit agreement was entered into among the Borrower, amended and restatedHoldings, supplemented or otherwise modified the other Guarantors party thereto from time to time prior to time, the date hereofLenders and Bank of America, N.A. as Administrative Agent (as amended and restated on June 28, 2013, March 6, 2015, August 10, 2017 and February 14, 2020, the “Existing Original Revolving Credit Agreement”). The Existing Credit Agreement provided Borrower has requested that the applicable Lenders extend credit to the Borrower with in the form of (i) the Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on 1,350,000,000 and (ii) the First Amendment Effective Date, the Borrower was provided an incremental term loan facility Revolving Credit Facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 and were used to repay in full 370,000,000. The proceeds of the Initial Term Loans outstanding as Loans, together with the proceeds of the First Amendment Effective Date Senior Unsecured Notes and to finance all or a portion of a Revolving Borrowing, will be used by the cash consideration in connection with Borrower to directly or indirectly (i) refinance the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an entire aggregate principal amount of $100,000,000term loans outstanding under the Original Term Loan Credit Agreement immediately prior to the Closing Date, which were incurred on October 15(ii) refinance the entire aggregate principal amount outstanding under the Original Revolving Credit Agreement and terminate the commitments thereunder, 2018 in connection with Pre-Approved Acquisitions. As (iii) redeem all of the First Amendment Effective DateBorrower’s 7.875% senior secured notes due 2022, all Initial Term Loans 8.500% senior secured notes due 2024 and 7.625% senior notes due 2023 through a tender offer, redemption, satisfaction and discharge or otherwise (clauses (i), (ii) and any accrued (iii) are collectively referred to herein as the “Closing Date Refinancing Transactions”) and unpaid interest thereon(iv) under to pay the costs and expenses related thereto and to fund cash to the Borrower’s balance sheet. The proceeds of the Revolving Credit Facility will also be used by the Borrower and its Restricted Subsidiaries to replace, backstop or cash collateralize Existing Credit Agreement was repaid in fullLetters of Credit, for working capital and general corporate purposes (including permitted acquisitions) subject to the terms set forth herein. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of that the Lenders party to amend and restate the First Amendment have agreed to (a) amend the Existing Original Term Loan Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions in its entirety as set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Credit Agreement (NRG Energy, Inc.), Credit Agreement (Vivint Smart Home, Inc.)
PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The BorrowerBorrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, Barclays Bank PLC, (ii) Term C Loans (as administrative agent defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and collateral agent (the “Existing Administrative Agent”), and each Lender iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time party thereto and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are parties being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Credit Agreement dated as of September 30, 2016 Conversion (as amended, restated, amended defined in the Amendment and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Restatement Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including pay any related fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in fulltherewith. The Borrower has requested proceeds of Revolving Credit Loans made after the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Closing Date (as defined below) in an aggregate principal amount of $1,710,000,000 to will be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation for working capital and an indirect, wholly-owned subsidiary other general corporate purposes of the Borrower (and its Subsidiaries, including the “Buyer”), financing of Wrangler Super Holdco Corp., a corporation organized under the laws Permitted Acquisitions. Swing Line Loans and Letters of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely Credit will be used for general corporate purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with its Subsidiaries (and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrowerotherwise expressly provided herein). The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Term Loan Amendment (Sabre Corp), Tenth Term Loan B Refinancing Amendment (Sabre Corp)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLCthe Administrative Agent and certain lenders are party to that certain First Lien Credit Agreement, dated as administrative agent and collateral agent of August 21, 2014 (the “Existing Administrative Agent”)as amended by that certain Amendment No. 1 to Credit Agreement, and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 25, 2014, as amended by that certain Incremental Amendment No. 1, dated as of June 30, 2016 (2016, as amendedamended by that certain Second Incremental Amendment, restateddated as of December 14, 2016, as amended by the that certain Third Incremental Amendment to Credit Agreement, dated as of June 15, 2017, as amended by that certain Fourth Incremental Amendment, dated as of December 18, 2017, as amended by that certain Fifth Incremental Amendment, dated as of December 7, 2018, and restatedas amended by that certain Sixth Incremental Amendment, supplemented or otherwise modified from time to time prior to the date hereofdated as of March 29, 2019, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement provided through the Borrower with Initial Canadian Term Loans on execution of this Agreement. On the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Fifth Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising has requested that (a) term loans, which were incurred on the First Amendment Effective Date 2024 Term Loan Lenders extend credit to the Borrower in an aggregate principal amount the form of $805,000,000 and were used to repay in full the Initial 925,000,000 of 2024 Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount the Revolving Lenders make Revolving Loans, and the Issuing Banks issue Letters of $100,000,000Credit, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitionspursuant to the terms of this Agreement. As The proceeds of the First 2024 Term Loans were used on the Fifth Amendment Effective Date (a) to repay the Existing Debt, (b) to pay the Transaction Expenses and (c) for other purposes permitted by this Agreement. On the Sixth Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested that the Additional 2018 Incremental 2024-2 Refinancing Term Loan Lenders extend credit to provide, the Borrower in the form of $922,687,500 of 2024-2 Refinancing Term Loans. The proceeds of the 2024-2 Refinancing Term Loans will bewere used on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Sixth Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of repay the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the BorrowerExisting Term Loans. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: First Lien Credit Agreement (Mister Car Wash, Inc.), First Lien Credit Agreement (Mister Car Wash, Inc.)
PRELIMINARY STATEMENTS. The BorrowerPursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Article I below), Barclays Bank PLCNetwork Merger Sub, as administrative agent Inc., a direct wholly owned subsidiary of Holdings, merged with and collateral agent into ASP NEP/NCP Holdco, Inc. (the “Existing Administrative AgentCompany”), and each Lender from time to time party thereto are parties with the Borrower surviving as a wholly owned subsidiary of Holdings. Pursuant to the certificate of merger filed upon the Acquisition, the Company was renamed NEP/NCP Holdco, Inc. This Agreement was originally entered into on December 24, 2012 (the “Original Credit Agreement”) substantially simultaneously with the consummation of the Acquisition, whereby (i) the Lenders extended credit to the Borrower in the form of Term Loan Loans on the Effective Date in an initial aggregate principal amount of $165,000,000 and (ii) certain lenders extended credit to the Borrower in the form of the First Lien Credit Agreement in an initial aggregate amount of $455,000,000 of term loans pursuant to the First Lien Credit Agreement and $60,000,000 of revolving commitments pursuant to the First Lien Credit Agreement to fund working capital purposes and general corporate purposes, including permitted acquisitions and capital expenditures. Pursuant to the Amendment Agreement (the “Amendment Agreement”) dated as of September 30January 22, 2016 2013, (as amended, restated, amended a) $25,000,000 of outstanding Term Loans on the Restatement Effective Date were prepaid and restated, supplemented or otherwise modified from time to time prior (b) certain other changes were made to the date hereofOriginal Credit Agreement (the Original Credit Agreement as amended by the Amendment Agreement, the “Existing Credit Agreement”). The Existing Credit Agreement provided proceeds of the Borrower with Initial Canadian Term Loans on and the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. First Lien Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance together with (i) a portion of the Company’s cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) on hand and (bii) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As the proceeds of the First Amendment Effective DateEquity Financing, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be were used to finance a portion of pay (x) the Acquisition consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (by) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:Transaction Costs.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.)
PRELIMINARY STATEMENTS. The BorrowerPrior to the date of this Agreement, Barclays the Borrowers and the Guarantors, on the one hand, and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time the lenders party thereto, on the other hand, entered into that certain Third Amended and Restated Credit Agreement, dated as of December 31, 2019 (as amended pursuant to time party thereto are parties that certain First Amendment to the Term Loan Third Amended and Restated Credit Agreement dated as of March 27, 2020, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of June 2, 2020, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of September 3021, 2016 (2021, as amendedfurther amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of October 5, restated2021, as further amended by that certain Fifth Amendment to Third Amended and restatedRestated Credit Agreement dated as of March 10, supplemented or otherwise modified 2022, and as further amended from time to time and in effect immediately prior to the date hereofFourth Restatement Date (as defined below), the “Existing 2019 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Existing Borrowers have requested that the Administrative Agent and the Lenders amend and restate the 2019 Credit Agreement provided to, among other things, increase the Borrower with Initial Canadian Revolving Credit Commitment to $850,000,000, increase the Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental Commitment to provide for (x) a Euro-denominated term loan facility tranche in an aggregate principal amount not exceeding $905,000,000, comprising of €65,310,000 and (ay) a Dollar-denominated term loans, which were incurred on the First Amendment Effective Date loan tranche in an aggregate principal amount of $805,000,000 75,000,000, extend the Maturity Date, and were used effect the other changes set forth in this Agreement, and the Administrative Agent and the Lenders have indicated their willingness to repay in full so amend the Initial Term Loans outstanding as of the First Amendment Effective Date 2019 Credit Agreement and to finance a portion of the cash consideration in connection with the First Amendment Transactions lend and the other transactions contemplated thereby herein (including fees and expenses L/C Issuer has indicated its willingness to issue letters of credit, in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion . In accordance with Section 11.01 of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger 2019 Credit Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative AgentBorrowers, the Administrative AgentGuarantors, the Collateral Lenders and the Administrative Agent desire to amend and each of restate the Lenders party to the First Amendment have agreed to (a) amend the Existing 2019 Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (Borrower has requested that the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans Lenders make available on the Closing Date in an initial aggregate principal amount to the Borrower up to (i) $900,000,000 of C$130,000,000 and Initial U.S. Closing Date Term Loans and (ii) $65,000,000 of Second Out Term Loans, in each case on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Dateterms and conditions set forth herein, the proceeds of which will be used for the purposes set forth in Section 6.14. The Borrower was provided an incremental term loan facility has requested that the 2025 Incremental Term Loan Lenders make Incremental Term Loans in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date form of 2025 Incremental Term Loans to the Borrower in an aggregate principal amount of $805,000,000 169,000,000 on the Amendment No. 2 Effective Date and, on the terms and were used conditions set forth in Amendment No. 2 and this Agreement, the 2025 Incremental Term Loan Lenders have agreed to repay in full the Initial make Incremental Term Loans outstanding as in the form of 2025 Incremental Term Loans to the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans Borrower in an aggregate principal amount of $100,000,000, which were incurred 169,000,000 on October 15, 2018 in connection with Pre-Approved Acquisitionsthe Amendment No. As 2 Effective Date. The proceeds of the First Amendment Effective Date, all Initial Closing Date Term Loans will be used on the Closing Date (i) to consummate the Closing Date Refinancing, (ii) to pay the applicable Transaction Expenses and (iii) to the extent any accrued and unpaid interest thereon) under such proceeds remain after the Existing Credit Agreement was repaid in fullforegoing uses, for general corporate purposes not prohibited by the terms of this Agreement. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in proceeds of the Second Amendment and herein, New Out Term Loans will be used on the Second Out Closing Date (i) to consummate the Second Out Closing Date Refinancing and (ii) to pay the applicable Transaction Expenses. The proceeds of the 2025 Incremental Term Loans will be used on the Amendment No. 2 Effective Date (as defined belowi) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of consummate the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified thereinAmendment No. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders 2 Refinancing and (bii) make certain other amendments to pay the Existing Credit Agreementapplicable Transaction Expenses. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Alvotech), Term Loan Credit Agreement (Alvotech)
PRELIMINARY STATEMENTS. The BorrowerBorrowers, Barclays Bank PLC, as administrative agent the Existing Banks and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto Agents are parties to the Term Loan Credit Agreement (4-Year Facility) dated as of September 3016, 2016 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 andCFSC, on the First Amendment Effective DateCIF, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000Local Currency Banks, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions Administrative Agent and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject Local Currency Agent are parties to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, Local Currency Addendum dated as of October 9September 16, 2018 2010 (together with all exhibitsas amended, schedules and other disclosure letters theretorestated, collectively, and as amended supplemented or otherwise modified from time to time prior to the date hereof, the “Merger AgreementExisting Local Currency Addendum”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment Borrowers have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree requested that the Existing Credit Agreement and the Existing Local Currency Addendum be amended as hereinafter set forth. The Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “Amended Credit Agreement” and the Existing Local Currency Addendum, as amended by this Amendment, is referred to herein as the “Amended Local Currency Addendum”. The Departing Banks (as defined below), if any, wish to terminate their respective Commitments and Revolving Credit Commitments under the Existing Credit Agreement and cease to be “Banks” party to the Existing Credit Agreement on the date hereof. The New Banks wish to become parties to the Amended Credit Agreement as “Banks” on the date hereof. Accordingly, 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 amended and restated in its entirety acknowledged, the parties hereto hereby agree as follows:.
Appears in 2 contracts
Sources: Omnibus Amendment to Credit Agreement (Caterpillar Inc), Omnibus Amendment to Credit Agreement (Caterpillar Financial Services Corp)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (Borrowers requested that the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Lenders under this Agreement dated as of September 30, 2016 the Closing Date (such agreement as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereof2018 Refinancing Amendment Effective Date, the “Existing Credit Agreement”). The Existing Credit Agreement provided ) extend credit to the Borrower with Initial Canadian Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) 700,000,000 and (bii) delayed draw term loans Revolving Credit Commitments in an aggregate principal amount of $100,000,000375,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, were used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which were incurred on October 15, 2018 shall be effected in connection accordance with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”thereof), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9May 5, 2018 2015, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (together with all exhibits, schedules and other disclosure letters thereto, collectivelythe “Existing Agent”), and each lender from time to time party thereto (as amended amended, supplemented and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “Merger 2015 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the 2015 Credit Agreement remained outstanding to the extent continued under this Existing Credit Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and similar accommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing Senior Notes Indenture”), among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Lead Borrower, the Target, solely for purposes of Article X thereof, the Co-Borrower and The Bank of New York Mellon, acting through its London Branch, as trustee, as amended and/or supplemented from time to time in accordance with the securityholder representative identified therein. Pursuant terms thereof prior to the Merger Agreement, date hereof (the Buyer will merge with and into “Existing Senior Notes”) or (y) provide notice for the Target, with the Target remaining as the surviving corporation redemption or repayment of all of the merger Existing Senior Notes and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party deposit proceeds sufficient to the First Amendment have agreed to (a) amend redeem or repay in full the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:Senior
Appears in 1 contract
Sources: Credit Agreement (Trinseo PLC)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement Company has entered into a securities purchase agreement dated as of September 302, 2016 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing Credit 2011 Securities Purchase Agreement”). The Existing Credit ) with the Purchasers party thereto and the Agent and a Securities Purchase Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount dated as of C$130,000,000 March 28, 2012 (as amended, amended and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 andrestated, on the First Amendment Effective Datesupplemented or otherwise modified from time to time, the Borrower was provided an incremental “2012 Securities Purchase Agreement” and collectively with the 2011 Securities Purchase Agreement, the “Securities Purchase Agreements”) with the Purchasers party thereto and the Agent. For purposes of this Agreement, the term loan facility in an aggregate principal amount not exceeding $905,000,000“Notes” shall mean (i) the Senior Secured Convertible Promissory Notes issued pursuant to the 2011 Securities Purchase Agreement, comprising (aii) term loansthe Senior Cash Collateralized Convertible Promissory Notes issued pursuant to the 2011 Securities Purchase Agreement, which were incurred on (iii) the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used Senior Secured Convertible Promissory Notes (including any Additional Closing Notes) issued pursuant to repay in full the Initial Term Loans outstanding as 2012 Securities Purchase Agreement, (iv) any Senior Secured Convertible Promissory Notes issued upon exercise of the First Amendment Effective Date and Debt Warrants issued pursuant to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) 2011 Securities Purchase Agreement and (bv) delayed draw term loans any additional Senior Secured Convertible Promissory Notes or Senior Secured Cash Collateralized Convertible Promissory Notes issued in an aggregate principal amount payment of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion any of the consideration paid promissory notes described in connection with the Borrower’s acquisition clauses (the “Acquisition”), indirectly i) through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”iv) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:above.
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Barclays Bank PLC, as administrative agent Merger Sub merged with and collateral agent into (the “Existing Administrative AgentMerger”) Domtar Corporation, a Delaware corporation (the “Company” and together with its subsidiaries, the “Acquired Business”), with the Company surviving as successor Borrower (the “Acquisition”). The Borrower and each Lender Co-Borrower have requested that from time to time party thereto are parties (including on the Closing Date substantially simultaneously with the consummation of the Acquisition and upon satisfaction (or waiver) of the conditions precedent set forth in Article IV below), the Tranche 1 Revolving Lenders make Tranche 1 Revolving Loans, the Swing Line Lender to make Swing Line Loans and the Issuing Banks issue Letters of Credit, pursuant to the terms of this Agreement. On the Closing Date, the Initial Borrower entered into the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time pursuant to time prior which the Term Loan Lenders extended credit to the date hereof, Borrower in the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with form of Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 525,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of up to $100,000,000250,000,000. On October 18, 2021, the Initial Borrower, as “issuer”, entered into the Senior Secured Notes Indenture pursuant to which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under Borrower issued the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) Senior Secured Notes in an initial aggregate principal amount of $1,710,000,000 775,000,000. On or prior to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”)Closing Date, indirectly through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc.▇, a newly-formed Delaware corporation Company Persons and an indirect, wholly-owned subsidiary other equity investors made the Equity Contribution in accordance with and subject to the terms of the Acquisition Agreement. On the Closing Date, the Initial Borrower repaid (or caused to be repaid) all outstanding Indebtedness (the “BuyerExisting Indebtedness”)) under, of Wrangler Super Holdco Corp.terminated any commitments under, a corporation organized and caused to be released any contractual Liens securing obligations under the laws of Delaware Existing Credit Documents (the “Target”)such repayment, from the equity holders thereof, pursuant to the Agreement repurchase termination and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters theretorelease, collectively, and as amended prior to the date hereof“Closing Date Refinancing”). The proceeds of the borrowings hereunder permitted on the Closing Date, together with the proceeds of the Initial Term Loans, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the BorrowerSenior Secured Notes, the Target, solely for purposes of Article X thereof, Equity Contribution and cash on hand at the Borrower and its Subsidiaries will be used to finance the securityholder representative identified therein. Pursuant Transactions, for working capital purposes and to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended finance transactions not prohibited by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit this Agreement. The applicable Lenders have indicated their willingness to lend lend, and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. This Agreement is effective pursuant to the Amendment and Restatement Agreement to which this Agreement is attached as Annex A. The BorrowerBorrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term B Loans (as defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $1,775,000,000, Barclays Bank PLC, (ii) a Term C Loans (as administrative agent defined prior to giving effect to the Third Incremental Amendment Effective Date) in an initial aggregate Dollar Amount of $425,000,000 and collateral agent (the “Existing Administrative Agent”), and each Lender iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $352,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time party thereto and one or more Swing Line Loans from time to time. The proceeds of the New Term Loans (as defined in the Amendment and Restatement Agreement), together with a portion of the Borrower’s cash on hand, are parties being used by the Borrower on the Closing Date to refinance all obligations of the Borrower under the Original Credit Agreement that are not subject to the Term Loan Credit Agreement dated as of September 30, 2016 Conversion (as amended, restated, amended defined in the Amendment and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Restatement Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including pay any related fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in fulltherewith. The Borrower has requested proceeds of Revolving Credit Loans made after the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Closing Date (as defined below) in an aggregate principal amount of $1,710,000,000 to will be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation for working capital and an indirect, wholly-owned subsidiary other general corporate purposes of the Borrower (and its Subsidiaries, including the “Buyer”), financing of Wrangler Super Holdco Corp., a corporation organized under the laws Permitted Acquisitions. Swing Line Loans and Letters of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely Credit will be used for general corporate purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with its Subsidiaries (and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrowerotherwise expressly provided herein). The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Third Incremental Term Facility Amendment (Sabre Corp)
PRELIMINARY STATEMENTS. The BorrowerBorrowers, Barclays Bank PLC, as administrative agent the Administrative Agent and collateral agent certain banks and other financial institutions (the “Existing Administrative AgentLenders”), and each Lender from time to time party thereto ) are parties to the Term Loan that certain Credit Agreement dated as of September 30October 17, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to in effect on the date hereof, the “Existing Credit Agreement”). The ; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement) pursuant to which the Existing Credit Agreement provided Lenders have made available to the Borrower with Borrowers (i) Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on 350,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal committed amount of $160,000,000. Pursuant to Section 2.14 of the First Amendment Effective DateCredit Agreement, the Borrower was provided Borrowers have requested the provision of an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date Incremental Term Commitment for a new tranche of Term Loans in an aggregate principal amount of $805,000,000 349,125,000 (collectively, the “Term B-1 Loans”), from certain Existing Lenders and were other banks, financial institutions and institutional Lenders reasonably satisfactory to the Administrative Agent and the Borrowers (such other banks, financial institutions and institutional Lenders that are not Existing Lenders, collectively, the “New Lenders” and, together with the Existing Lenders that are party hereto, collectively, the “Incremental Lenders”), the proceeds of which Term B-1 Loans shall be used to repay in full refinance the Initial Term Loans outstanding as (either via cash settlement or, in the case of the First Amendment Effective Date and to finance certain Existing Lenders via a portion cashless roll of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental into Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”B-1 Loans), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated all as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. This Amendment shall constitute an Increase Joinder referenced in Section 2.14 of the Credit Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerBorrower has requested that the Lenders extend credit to the Borrower in the form of (i) Tranche B Term Loans in an initial aggregate Dollar Amount of $150,000,000, Barclays Bank PLC, as administrative agent (ii) Tranche C Term Loans in an aggregate Dollar Amount of $300,000,000 and collateral agent (the “Existing Administrative Agent”), iii) a Revolving Credit Facility in an initial aggregate Dollar Amount of $50,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and each Lender one or more Letters of Credit from time to time party thereto are parties time. The proceeds of the Term Loans will be used, together with cash on hand of the Borrower, to repay in full all outstanding Indebtedness and other amounts (other than contingent indemnification, tax gross-up, expense reimbursement or yield protection obligations in respect of which no claim has been made to the Term Loan Borrower) owing under the Credit Agreement dated as of September 30July 25, 2016 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided , among the Borrower with Initial Canadian Term Loans on the Closing Date in Borrower, UBS AG, Stamford Branch, as administrative agent, collateral agent and an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 andL/C issuer, on the First Amendment Effective DateUBS Loan Finance LLC, as swing line lender, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000lenders party thereto, comprising Credit Suisse Securities (aUSA) term loansLLC, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 as syndication agent, and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Brothers Inc., a newly-formed Delaware corporation as documentation agent, to pay the Transaction Expenses and, in the case of up to $50,000,000 of Tranche C Term Loans, to fund L/C Restricted Cash and an indirect, wholly-owned subsidiary Investments in Unrestricted L/C Subsidiaries. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower (and its Subsidiaries, including the “Buyer”), financing of Wrangler Super Holdco Corp., a corporation organized under the laws Permitted Acquisitions. Swing Line Loans and Letters of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely Credit will be used for general corporate purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrowerits Subsidiaries. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The A revolving credit and term loan facility exists in favor of the Borrower pursuant to the terms of that Amended and Restated Credit Agreement, dated as of June 22, 2004, among the Borrower, Barclays Bank PLCHoldings, as administrative agent and collateral agent (the “Existing Administrative Agent”)subsidiaries of the Borrower party thereto, and each Lender the lenders from time to time party thereto are parties to the Term Loan Credit Agreement dated and Bank of America, as of September 30administrative agent, 2016 L/C issuer and swingline lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The parties hereto wish to amend and restate the Existing Credit Agreement provided in the form of this Agreement and the Lenders will extend credit to the Borrower with in the form of (i) Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and439,000,000, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility (ii) a Delayed Draw Term Loan Facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance 150,000,000, (iii) a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans Revolving Credit Facility in an initial aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 225,000,000 and (iv) a Synthetic L/C Facility in connection with Pre-Approved Acquisitionsan initial aggregate principal amount of $40,000,000. As The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) will be used to finance the repayment of amounts outstanding under the Existing Credit Agreement was repaid in full. The Borrower has requested and the Additional 2018 Incremental Term Lenders to provide, on the terms Transaction Expenses and subject to the conditions set forth in the Second Amendment for working capital and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary other general business purposes of the Borrower (and its Subsidiaries. The proceeds of the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under Delayed Draw Term Loans and the laws of Delaware (Revolving Credit Loans made after the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules Closing Date will be used for working capital and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for general business purposes of Article X thereof, the Borrower and its Subsidiaries, including the securityholder representative identified thereinfinancing of Capital Expenditures, Permitted Acquisitions and other Investments permitted by Section 7.02. Pursuant to the Merger Agreement, the Buyer Swing Line Loans and Letters of Credit will merge with and into the Target, with the Target remaining as the surviving corporation be used for general business purposes of the merger Borrower and becoming a wholly-owned, indirect subsidiary its Subsidiaries. This Agreement is given in replacement of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend substitution for the Existing Credit Agreement and to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to refinance the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPursuant to that certain Agreement and Plan of Merger, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time time, the “Purchase Agreement”), by, among others, the Borrower, I-Engineering, Merger Sub and the Stockholders’ Representative (as defined therein), Merger Sub will merge with and into I-Engineering, with I-Engineering as the surviving entity and wholly owned Subsidiary of the Borrower (the “Acquisition”) on the date hereof substantially concurrently with the funding of the Initial Term Loans. The Borrower has requested that, immediately prior to the date hereofconsummation of the Acquisition, the “Existing Credit Agreement”). The Existing Credit Agreement provided Lenders extend credit to the Borrower with in the form of (i) Initial Canadian Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date $35,000,000, (ii) Revolving Credit Commitments in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility 2,500,000 and (iii) Delayed Draw Commitments in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 and were used to repay in full 5,000,000. The proceeds of all or any portion of the Initial Term Loans outstanding as of borrowed on the First Amendment Effective Closing Date and will be used by the Borrower, directly or indirectly, (i) to finance the a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection Acquisition substantially concurrently with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As funding of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject immediately prior to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion consummation of the consideration paid Acquisition, (ii) to repay in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized full all indebtedness outstanding under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Mergerthat certain Credit Agreement, dated as of October 9December 29, 2018 2020, by and between I-Engineering and PNC Bank, National Association (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger AgreementRefinancing”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant (iii) to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders pay Transaction Expenses and (biv) make certain for any other amendments to the Existing Credit use not prohibited by this Agreement. The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement
PRELIMINARY STATEMENTS. Capitalized terms used in these preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof. The Borrower, Barclays Holdings, certain of the Lenders and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”)for such lenders, and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided (defined below) pursuant to which certain term loans, revolving credit, swingline and letter of credit facilities have been made available to the Borrower. The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to extend credit to the Borrower with Initial Canadian in the form of (i) Term A Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and200,000,000, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility (ii) continue a Revolving Credit Facility (as defined thereunder) but in an increased aggregate principal amount not exceeding of $905,000,000, comprising 250,000,000 and (aiii) term loans, which were incurred on the First Amendment Effective Date Delayed Draw Term Loans in an aggregate principal amount of $805,000,000 200,000,000, and were in connection therewith, all loans outstanding under the Existing Credit Agreement will be fully repaid. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term A Loans made on the Amendment and Restatement Effective Date may be used to repay in full finance the Initial Term Loans outstanding Transactions (as defined below). The proceeds of the First Revolving Credit Loans and Swing Line Loans may be used on the Amendment and Restatement Effective Date (or, in the case of the Special Dividend, within 5 Business Days thereafter) (i) to finance the Transaction Expenses and (ii) in an amount up to $100,000,000 to finance a portion of the cash consideration in connection with Transactions. The proceeds of the First Amendment Transactions Delayed Draw Term Loans and the other transactions contemplated thereby herein (including fees Revolving Credit Loans and expenses in connection with Swing Line Loans may be used after the First Amendment) Amendment and (b) delayed draw term loans in an aggregate principal amount of $100,000,000Restatement Effective Date for working capital, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (general corporate purposes and any accrued other purpose not prohibited by this Agreement, including Permitted Acquisitions and unpaid interest thereon) under the Existing Credit Agreement was repaid in fullother Investments. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount Letters of $1,710,000,000 to Credit may be used to finance a portion support obligations of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereofHoldings, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreementits Restricted Subsidiaries incurred for working capital, the Buyer will merge with general corporate purposes and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended any other purpose not prohibited by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit this Agreement. The applicable Lenders have indicated their willingness to lend and each L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Res Care Inc /Ky/)
PRELIMINARY STATEMENTS. The BorrowerPrior to the date of this Agreement, Barclays the Borrowers and the Guarantors, on the one hand, and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to time party thereto are parties that certain First Amendment to the Term Loan Second Amended and Restated Credit Agreement dated as of September December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2016 (2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as amendedof August 1, restated2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended and restated, supplemented or otherwise modified from time to time and in effect immediately prior to the date hereofThird Restatement Date (as defined below), the “Existing Existing2016 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Existing Borrowers have requested that the Administrative Agent and the Lenders amend and restate the Existing2016 Credit Agreement provided to, among other things, increase the Borrower with Initial Canadian Revolving Credit Commitment to $350,000,000, increase the Term Loans on Commitment to the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount Dollar Equivalent of $100,000,000, which were incurred on October 15denominated in Euros, 2018 in connection with Pre-Approved Acquisitions. As to increase the potential aggregate incremental increase of the First Amendment Effective Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 to $200,000,000, extend the Maturity Date, all Initial Term Loans (and any accrued effect the other changes set forth in this Credit Agreement, and unpaid interest thereon) under the Existing Administrative Agent and the Lenders have indicated their willingness to so amend the Existing2016 Credit Agreement was repaid and to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion . In accordance with Section 11.01 of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Existing2016 Credit Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative AgentBorrowers, the Administrative AgentGuarantors, the Collateral Lenders and the Administrative Agent desire to amend and each of restate the Lenders party to Existing2016 Credit Agreement as provided herein. On the First Amendment have agreed Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to (a) amend $145,000,000; and on the Existing Fourth Amendment Effective Date, certain Lenders are makingmade new or additional Revolving Credit Agreement Commitments in an amount equal to provide for $200,000,000. On the 2018 Incremental Term Loans extended by Fifth Amendment Effective Date, the 2018 Incremental Term Lenders and (b) make certain other amendments Maturity Date was extended, the maximum aggregate amount of requested increases to the Existing Revolving Credit Agreement. The Lenders have indicated their willingness Facility and the Term Facility under Sections 2.15 and 2.16 was increased to lend on the terms $350,000,000, and subject to the conditions set forth hereinHoldings became a Borrower. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
PRELIMINARY STATEMENTS. Capitalized terms used in these preliminary statements shall have the respective meanings set forth for such terms in Section 1.01 hereof. The Corporate Co-Borrower has requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Second Amended and Restated Credit Agreement, dated as of January 28, 2010, among the Corporate Co-Borrower, Barclays Bank PLCthe lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Previous Credit Agreement”). The Existing Credit Agreement provided Investors, together with other equity investors, have formed Holdings, which in turn has formed the LLC Co-Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 andas a wholly owned subsidiary thereof. On September 6, on the First Amendment Effective Date2010, the LLC Co-Borrower was provided and the Corporate Co-Borrower entered into an incremental term loan facility Agreement and Plan of Share Exchange (together with all schedules, exhibits and annexes thereto, in an aggregate principal amount not exceeding $905,000,000each case as may be waived, comprising (a) term loanssupplemented or otherwise modified, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full “Acquisition Agreement”). To consummate the Initial Term Loans outstanding as acquisition of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with PreCorporate Co-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject pursuant to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition Acquisition Agreement (the “Acquisition”), as of September 6, 2010, the Investors and certain other investors and associated entities made preferred equity contributions (the “Onex Bridge”) directly or indirectly through to the LLC Co-Borrower in an aggregate amount up to $158,800,000 and have contributed other common equity to Holdings (the “Equity Contribution”). The Borrower has requested that the Lenders extend credit to (i) the LLC Co-Borrower in the form of Term B Loans in an initial aggregate amount of $170,000,000 and (ii) the Corporate Co-Borrower in the form of Revolving Credit Commitments in an initial aggregate amount of $275,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term B Loans made on the Closing Date will be used to (a) wholly or partially repay the Onex Bridge, (b) pay the fees and expenses incurred in connection with the Transactions, (c) fund a portion of the Acquisition and (d) repay a portion of the 73/4 % Senior Notes issued by the Corporate Co-Borrower pursuant to the Indenture dated October 3, 2005 among the Corporate-Co Borrower, the guarantors named therein, and ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc.Fargo Bank, a newly-formed Delaware corporation and an indirectNational Association (collectively, wholly-owned subsidiary the “Existing Senior Notes”). The proceeds of the Revolving Credit Loans and Swing Line Loans shall be used to fund a portion of the Acquisition, pay fees and expenses incurred in connection with the Transactions, for working capital, general corporate purposes, and any other purpose not prohibited by this Agreement including Permitted Acquisitions and other Investments. The Letters of Credit shall be used solely to support obligations of Holdings and its Subsidiaries incurred for working capital, general corporate purposes and any other purpose not prohibited by this Agreement. On the Closing Date, immediately after the funding of the Term B Loans and the Revolving Credit Loans, the Investors and other equity investors shall transfer their interests in the LLC Co-Borrower and the Corporate Co-Borrower to Holdings such that Holdings will own 100% of the Equity Interests of the LLC Co-Borrower, which shall in turn own 100% of the Equity Interests of the Corporate Co-Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger AgreementHoldings Capitalization”) by and among each of the BuyerLLC Co-Borrower and Onex ResCare Holdco II, GFL Environmental Holdings (US), Inc.LLC, a Delaware corporation limited liability company and the indirect parent a wholly-owned Subsidiary of the BorrowerInvestors, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the TargetCorporate Co-Borrower, with the Target remaining as Corporate Co-Borrower being the surviving corporation entity (the “Merger”). On the Closing Date, immediately after the funding of the merger Term B Loans and becoming the Revolving Credit Loans but before the Merger, the LLC Co-Borrower will convert into a wholly-owned, indirect subsidiary of the BorrowerDelaware corporation. The Existing Administrative AgentCorporate Co-Borrower has requested, and the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to enter into this Agreement in order to (a) amend and restate each of the Existing Previous Credit Agreement to provide for and the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and Previous Guaranty Agreement in its entirety, (b) make certain other amendments to re-evidence the Existing Credit Agreement. The Lenders have indicated their willingness to lend on Obligations, which shall be payable in accordance with the terms of this Agreement and (c) set forth the terms and subject conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to and for the benefit of the Borrower. It is the intention of the parties to this Agreement that this Agreement not constitute a novation and that, from and after the Closing Date, (i) the Previous Credit Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the conditions “Credit Agreement” or words of like import shall mean and be a reference to the Previous Credit Agreement as amended and restated hereby (and any section references to the Previous Credit Agreement shall refer to the applicable equivalent provision set forth hereinherein although the section number thereof may have changed) and (ii) the Previous Guaranty Agreement shall be amended and restated hereby and all references herein to “hereunder,” “hereof,” or words of like import and all references in any other Loan Document to the “Guaranty Agreement” or words of like import shall mean and be a reference to the Previous Guaranty Agreement as amended and restated hereby (and any section references to the Previous Guaranty Agreement shall refer to the applicable equivalent provision set forth herein although the section number thereof may have changed). In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and370,000,000. andThe Borrower has requested the 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth herein, , on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loansloans available, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and to beand were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date (together with any accrued and unpaid interest thereon),and to finance a portion of the cash consideration paid to shareholders of the Borrower in connection with the First Amendment Transactions and to pay the fees and expenses incurred in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of up to $100,000,000100,000,000 which will be used on and/or from time to time after the First Amendment Effective Date to provide financing for, or to refinance indebtedness incurred or to replace cash used, which were incurred on October 15, 2018 in connection with with, Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was shall bewas repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Merger Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLCHoldings and Sub Holdco are party to that certain Credit Agreement, dated as administrative agent of March 9, 2011 (as amended, supplemented or otherwise modified prior to the Amendment and collateral agent Restatement Effective Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), the “Existing Administrative AgentOriginal Credit Agreement”), among the Borrower, Holdings, Sub Holdco, Bank of America, as Administrative Agent and each Lender Collateral Agent, the other agents party thereto, and the Lenders from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30thereto, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided under which the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in obtained an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date325,000,000 of Term B-1 Loans, the proceeds of which, together with the proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings and (iii) the issuance of the Senior Subordinated Notes, were used to pay the consideration and other amounts owing in connection with the Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower was and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the Transaction and related transactions (including to fund any original issue discount and upfront fees) and to provide working capital. The parties to Amendment No. 1 have agreed to amend and restate the Original Credit Agreement as provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000this Agreement to, comprising among other things, (a) term loans, which were incurred on the First Amendment Effective Date provide for a new tranche of Term B-2 Loans in an aggregate principal amount of $805,000,000 and were 175,000,000, some of the proceeds of which shall be used to repay in full loans outstanding under the Initial Term Loans outstanding as of the First Amendment Effective Date ABL Facility and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) increase balance sheet cash, and (b) delayed draw term loans in an aggregate principal amount amend Section 2.12 to permit the incurrence of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term additional Incremental Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Pursuant to the Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), ▇▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (collectively, the “MergerCos”) were merged with the Borrower, Barclays Bank PLC, with the Borrower as administrative agent and collateral agent the surviving corporation (the “Existing Administrative AgentRecapitalization”). Simultaneously with the consummation of the Recapitalization, and each Lender from time to time party thereto are parties to the Term Loan Borrower entered into that certain Credit Agreement Agreement, dated as of September 30October 31, 2016 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereofRestatement Effective Date, the “Existing Credit Agreement”). The , by, among others, the Borrower, the “Lenders” as defined therein, and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” as defined therein, pursuant to which the Borrower incurred an Original Loan (as defined in the Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans Agreement) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 2,400,000,000. The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to repay in full finance the Initial Term Loans outstanding as of Debt Prepayment and pay the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions Merger Consideration and the other transactions contemplated thereby herein (including fees and expenses in connection with Closing Date Transaction Expenses. Immediately prior to the First Amendment) and (b) delayed draw Restatement Effective Date, outstanding term loans in an the aggregate principal amount of approximately $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition 1,495,000,000 (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger AgreementOutstanding Term Loans”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for such Refinancing Term Loans, which will take the form of a new tranche of senior secured term loans under this Agreement, and (ii) increase the aggregate principal amount of such tranche borrowed and outstanding under this Agreement to $1,640,000,000 on the Restatement Effective Date. The proceeds of the Loans on the Restatement Effective Date will be used to (i) refinance in full the Outstanding Term Loans, (ii) finance the redemption of a portion of the Senior Subordinated Notes in the aggregate principal amount of approximately $137,000,000 and (c) fund certain related fees and expenses associated with the Transaction. The Lenders and each Additional Lender providing the Refinancing Term Loans have indicated their willingness to lend and to consent to the other amendments herein, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLCthe Administrative Agent, the Collateral Agent and the Lenders party thereto have previously entered into the Credit Agreement, dated as administrative agent and collateral agent of August 4, 2015 (the “Existing Administrative AgentPrior Credit Agreement”), . The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereofMaturity Date, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount at any time outstanding not in excess of C$130,000,000 and Initial U.S. Term Loans $200,000,000, as may be increased pursuant to Section 2.16. The Borrower has requested the Lenders to extend credit on the Closing Restatement Effective Date in an initial aggregate principal amount the form of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility Term A-1 Loans in an aggregate principal amount not exceeding in excess of $905,000,000400,000,000. The proceeds of the Revolving Loans, comprising together with the proceeds of the Convertible Notes, are to be used solely to (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions ongoing working capital needs and the other transactions contemplated thereby herein general corporate purposes, including to finance Permitted Acquisitions, and (including b) to pay fees and expenses in connection with the First Amendmentforegoing. The proceeds of the Term A-1 Loans, together with cash on hand of the Borrower and its Restricted Subsidiaries, are to be used solely to (a) to finance a portion of the Argentum Acquisitions, and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 to pay fees and expenses in connection with Pre-Approved Acquisitionsthe Argentum Acquisitions and the Initial Term Loans. As To effect the foregoing, the parties hereby agree, effective on and as of the First Amendment Restatement Effective Date, all Initial Term Loans (to amend and any accrued and unpaid interest thereon) under restate the Existing Prior Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerOn January 6, Barclays Bank PLC2009, as administrative agent each of the Borrowers (such term and collateral agent (each other capitalized term used but not otherwise defined herein having the “Existing Administrative Agent”meaning assigned to it in Article I), each of the U.S. Guarantors and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 Basell GmbH (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereofcollectively, the “Existing Credit AgreementInitial Debtors”)) filed voluntary petitions with the Bankruptcy Court initiating their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the cases of the Borrowers, the U.S. Guarantors and Basell GmbH, each an “Initial Case” and collectively, the “Initial Cases”) and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Existing Credit Agreement provided Borrowers have requested that the Borrower Lenders provide them with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental a term loan facility in an aggregate principal amount not exceeding to exceed $905,000,000, comprising 6,500,000,000 (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount consisting of $805,000,000 3,250,000,000 of NM Loans and were used to repay in full the Initial Term Loans outstanding as $3,250,000,000 of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First AmendmentRoll-Up Loans) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “AcquisitionDIP Term Loan Facility”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness are willing to lend extend or continue, as the case may be, such credit to the Borrowers on the terms and subject to the conditions set forth herein. In The Borrowers have also requested that certain financial institutions (which may include one or more Lenders) provide them with a revolving credit and letter of credit facility (the “DIP ABL Facility”) in an aggregate principal amount not to exceed $1,540,000,000 (subject to increase as set forth therein). On January 8, 2009, the Bankruptcy Court entered the Interim Order approving on an interim basis the DIP ABL Facility and the DIP Term Loan Facility, and providing inter alia, that (i) the obligations under the Facilities shall constitute allowed senior administrative expense claims against each of the Initial Debtors with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Initial Debtors, now existing or hereafter arising, of any kind whatsoever, and (ii) the obligations under the Facilities shall be secured by fully perfected security interests in and Liens upon all pre-and post-petition property of the Initial Debtors (limited, in the case of Basell GmbH, to the Equity Interests of its direct Subsidiaries, subject to the Collateral and Guarantee Requirement), whether existing on the Petition Date or thereafter acquired, including any cash and any investments of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade names, other intellectual property, equity interests, and the proceeds of all of the foregoing and, subject only to and effective upon entry of the Final Order, the Avoidance Actions (as further described and defined in the Orders, collectively, the “Collateral”). The respective priorities of the DIP ABL Facility, the DIP Term Loan Facility and other parties claiming Liens on all or any part of the Collateral are as set forth in the Interim Order and upon entry by the Bankruptcy Court of the Final Order shall be as set forth therein. All of the claims and the Liens granted in the Orders and in the Collateral Documents to the Administrative Agent and the Lenders in respect of the DIP Term Loan Facility shall be subject to the Carve-Out. On January 9, 2009, the Borrowers made the initial borrowings under the Facilities as approved by the Interim Order. The parties hereto are entering into this Agreement to memorialize the terms of the Loans and the NM Commitments. Upon the effectiveness hereof, this Agreement and the other Loan Documents shall supersede the DIP Term Sheet with respect to the Loans and the NM Commitments. Accordingly, in consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Millennium Chemicals Inc)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLCThis Guaranty hereby amends and restated in its entirety, as administrative agent and collateral agent (of the “Existing Administrative Agent”)date hereof, that certain Parent Undertaking, dated as of August 31, 2012, made by Ashland in favor of the Beneficiaries. Ashland, Ashland Specialty Ingredients, G.P., a Delaware general partnership, and each Lender other direct or indirect subsidiary of Ashland party thereto from time to time party thereto are parties pursuant to a joinder agreement in form and substance satisfactory to the Term Loan Credit Agreement Agent (each an “Originator” and collectively, the “Originators”), CVG Capital III LLC (the “Seller”), the Agent and the various Investor Groups, Managing Agents and Administrators from time to time parties thereto have entered into a Transfer and Administration Agreement, dated as of September 30August 31, 2016 2012 (as amended, restated, amended supplemented and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing Credit Transfer and Administration Agreement”) pursuant to which the Seller will sell and assign to the Investors all of the Seller’s right, title and interest in and to certain assets more specifically described therein. In the Transfer and Administration Agreement, Ashland has agreed to act as servicer under the Transfer and Administration Agreement and in that capacity has agreed, among other things, to service certain assets as more specifically described therein. Ashland is an indirect wholly-owned subsidiary of Ashland Global. The other Originators are direct or indirect wholly-owned subsidiaries of Ashland. The Seller is wholly-owned by the Originators. The Originators and the Seller have entered into a sale agreement dated as of August 31, 2012 (as amended, supplemented and modified from time to time, the “Sale Agreement”). The Existing Credit Agreement provided Seller will purchase Receivables from the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) Originators under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Sale Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants execution of the Transfer and agreements herein containedAdministration Agreement and the Sale Agreement and for other good and valuable consideration, the parties hereto covenant receipt and agree that the Existing Credit Agreement is sufficiency of which are hereby amended and restated in its entirety acknowledged by each Guarantor, each Guarantor agrees as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPrior to the date of this Agreement, Barclays the Borrowers and the Guarantors, on the one hand, and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time the lenders party thereto, on the other hand, entered into that certain Second Amended and Restated Credit Agreement, dated as of May 19, 2016 (as amended pursuant to time party thereto are parties that certain First Amendment to the Term Loan Second Amended and Restated Credit Agreement dated as of September December 22, 2016, that certain Joinder, Assumption and Amendment Agreement dated as of May 30, 2016 (2017, that certain Third Amendment to Second Amended and Restated Credit Agreement dated as amendedof August 1, restated2017, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of February 26, 2018 and that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of November 1, 2019, and as further amended and restated, supplemented or otherwise modified from time to time and in effect immediately prior to the date hereofThird Restatement Date (as defined below), the “Existing Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Borrowers have requested that the Administrative Agent and the Lenders amend and restate the Existing Credit Agreement provided to, among other things, increase the Borrower with Initial Canadian Revolving Credit Commitment to $350,000,000, increase the Term Loans on Commitment to the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount Dollar Equivalent of $100,000,000, which were incurred on October 15denominated in Euros, 2018 in connection with Pre-Approved Acquisitions. As to increase the potential aggregate incremental increase of the First Amendment Effective Revolving Credit Facility and the Term Facility under Sections 2.15 and 2.16 to $200,000,000, extend the Maturity Date, all Initial Term Loans (and any accrued effect the other changes set forth in this Credit Agreement, and unpaid interest thereon) under the Administrative Agent and the Lenders have indicated their willingness to so amend the Existing Credit Agreement was repaid and to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion . In accordance with Section 11.01 of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Existing Credit Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative AgentBorrowers, the Administrative AgentGuarantors, the Collateral Lenders and the Administrative Agent desire to amend and each of the Lenders party to the First Amendment have agreed to (a) amend restate the Existing Credit Agreement as provided herein. On the First Amendment Effective Date, certain Lenders made new or additional Revolving Credit Commitments in an amount equal to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders $145,000,000; and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject Fourth Amendment Effective Date, certain Lenders are making new or additional Revolving Credit Commitments in an amount equal to the conditions set forth herein$200,000,000. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (Borrowers have requested that the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties Lenders extend credit to the Borrowers in the form of (i) Term Loan Credit Agreement dated as of September 30, 2016 B Loans (as amended, restated, amended this and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) 500,000,000 and (bii) delayed draw term loans Revolving Credit Commitments in an aggregate principal amount of $100,000,000325,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, which were incurred on October 15, 2018 in connection with Pre-Approved AcquisitionsSwing Line Loans and the issuance of Letters of Credit from time to time. As The proceeds of the First Amendment Effective DateTerm B Loans, together with the proceeds of the Senior Notes, will be used by the Borrowers to (i) repay in full all Initial Term Loans (and any accrued and unpaid interest thereon) indebtedness outstanding under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of MergerAgreement, dated as of October 9June 17, 2018 (together with all exhibits2010, schedules and other disclosure letters theretoamong the Lead Borrower, collectivelyDeutsche Bank AG New York Branch, as administrative agent, and each lender from time to time party thereto (as amended amended, supplemented or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “Merger Existing Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any letters of credit, bank guarantees and similar accommodations outstanding under the Existing Credit Agreement may remain outstanding to the extent continued under this Agreement as Existing Letters of Credit or otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 8.750% Senior Secured Notes due 2019, issued under the Indenture (the “Existing Secured Notes Indenture”), dated as of January 29, 2013, by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Lead Borrower, the TargetCo-Borrower and Wilmington Trust, solely National Association, as trustee and collateral agent, as amended or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Secured Notes”) or (y) provide notice for purposes the redemption or repayment of Article X thereofall of the Existing Secured Notes and deposit proceeds sufficient to redeem or repay in full the Existing Secured Notes (including any accrued and unpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Secured Notes Indenture, and, in each case terminate and release all commitments, security interests and guarantees in respect thereof (the actions under clauses (i) and (ii) above, the Borrower “Refinancing”) and (iii) pay the Transaction Expenses in connection with the foregoing. The applicable Lenders are willing to lend and the securityholder representative identified therein. Pursuant L/C Issuer is willing to the Merger Agreementissue Letters of Credit, the Buyer will merge with and into the Targetin each case, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
PRELIMINARY STATEMENTS. The BorrowerPursuant to the Acquisition Agreement (as defined below) Holdings has agreed to acquire, Barclays Bank PLCand Buyer has agreed to merge with and into, as administrative agent and collateral agent the Company (the “Existing Administrative AgentAcquisition”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans ) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the . The Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising has requested that (a) term loans, which were incurred on the First Amendment Effective Date Term B Lenders make Term B Loans to the Borrower in an aggregate principal amount of $805,000,000 182,500,000, and were (b) from time to time, the Revolving Credit Lenders lend to the Borrower and the L/C Issuer issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $25,000,000 Revolving Credit Facility. The proceeds of the Term B Loans made on the Closing Date will be used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to (i) finance a portion of the cash consideration in connection with the First Amendment Transactions Acquisition and the other transactions contemplated thereby herein (ii) pay Transaction Expenses (including upfront fees and expenses in connection with original issue discount). The proceeds of the First Amendment) and (b) delayed draw term loans in Revolving Credit Loans made on the Closing Date up to an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions5,000,000 will be used for working capital adjustments or purchase price adjustments under the Acquisition Agreement. As The proceeds of the First Amendment Effective DateRevolving Credit Loans made after the Closing Date will be used (i) for working capital adjustments or purchase price adjustments, all Initial Term Loans (ii) to finance the ongoing working capital requirements of the Borrower and its Subsidiaries, (iii) for general corporate purposes of the Borrower and its Subsidiaries, including capital expenditures, Restricted Payments, Permitted Acquisitions and (iv) for any accrued and unpaid interest thereon) under other purpose not prohibited by the Existing Credit Agreement was repaid in fullLoan Documents. The Loan Parties have agreed pursuant to the Guaranty and Security Agreement to secure all of the Secured Obligations by granting to the Administrative Agent, for the benefit of the Secured Parties, first priority Liens (subject to Liens permitted by this Agreement) on substantially all of their assets, including a pledge of all of the Equity Interests of each of their respective Domestic Subsidiaries and 66% of the voting Equity Interests and 100% of the non-voting Equity Interests (if any) of each of their respective Foreign Subsidiaries, subject in each case to certain exceptions. Holdings and the Subsidiary Guarantors have agreed to guarantee the Secured Obligations of the Borrower hereunder pursuant to the Guaranty. The applicable Lenders have indicated their willingness to lend and the L/C Issuer has requested the Additional 2018 Incremental Term Lenders indicated its willingness to provideso issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger this Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent Borrowers have requested that (i) the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties Term Loan A Lenders extend credit to the Term Loan Credit Agreement dated as Borrower in the form of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term A Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $370,000,000 and, on 750.0 million pursuant to this Agreement and (iii) the First Amendment Effective Date, Revolving Credit Lenders extend credit to the Borrower was provided an incremental term loan facility Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount not exceeding of up to $905,000,000, comprising 250.0 million pursuant to this Agreement (a) term loans, which were incurred with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the First Amendment Effective Date Closing Date). On the Closing Date, Parent will enter into the Senior Notes Indenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $805,000,000 400.0 million and were the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Initial Term Loans outstanding Credit Agreement dated as of February 15, 2017, as amended and restated on March 8, 2018, among Parent, the First Amendment Effective Date and to finance Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a portion of the cash consideration in connection with the First Amendment Transactions and Delaware limited liability company as the other transactions contemplated thereby herein (including fees term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman US-DOCS\138541167.4141447058.7 Islands Branch, as administrative agent for the Term Loan Lenders and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and hereinCoöperatieve Rabobank U.A., New Term Loans on York Branch, as administrative agent for the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition Revolving Credit Lenders (the “AcquisitionExisting Credit Agreement”) and such repayment, together with the termination of all commitments thereunder and the release of all liens granted in connection therewith, (the “Refinancing”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreementpay Transaction Costs. The Lenders have indicated their willingness to lend extend credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
PRELIMINARY STATEMENTS. The BorrowerOn the Amendment No. 3 Effective Date, Barclays Bank PLCimmediately prior to giving effect to the Exchange Transactions (as defined below), certain Lenders party to the Super Priority Term Loan Credit Agreement held collectively $1,092,744,439.47 of the outstanding principal amount of “Term Loans” (such Lenders, in such capacity, the “Exchanging Term Lenders”, and such “Term Loans” held by the Exchanging Term Lenders, the “Relevant Existing Term Loans”), in each case, as administrative agent defined in, that certain First Lien Credit Agreement, dated as of October 28, 2020 (as amended, restated, amended and collateral agent (restated, supplemented or modified prior to the Amendment No. 3 Effective Date, the “Existing Administrative AgentTerm Loan Credit Agreement”), and among the Borrower, Holdings, each Lender lender from time to time party thereto are parties to thereto, the Existing Term Loan Credit Agreement Administrative Agent and the Existing Term Loan Collateral Agent. Pursuant to that certain Prepayment Agreement, dated as of September 30, 2016 the Amendment No. 3 Effective Date (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing Credit Exchange Agreement”). The , by and among the Borrower and the Exchanging Term Lenders, (i) each Exchanging Term Lender holding Relevant Existing Term Loans shall receive Exchange Term Loans as consideration for the prepayment of its Relevant Existing Term Loans to the Borrower pursuant to the Exchange Agreement and (ii) consent to the amendment to the Existing Term Loan Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date(such transactions, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000“Term Loan Exchange Transactions”). Pursuant to the transactions contemplated by the Exchange Offering Memorandum, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding dated as of February 9, 2026 (the First Amendment Effective Date and to finance a portion “Exchange Offer Materials”), certain holders of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein Existing Senior Secured Notes shall (including fees and expenses in connection with the First Amendmenti) and (b) delayed draw term loans in an aggregate principal amount deliver 100% of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As such holder’s Existing Senior Secured Notes for its share of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, applicable Exchange Senior Secured Notes on the terms and subject to the terms and conditions set forth in the Second Amendment Exchange Offer Materials and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection accordance with the Borrower’s acquisition applicable procedures set forth herein and in the Exchange Offer Materials and (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant ii) consent to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior amendment to the date hereofExisting Senior Secured Notes (such transactions, the “Merger AgreementNotes Exchange Transactions” and, together with the Term Loan Exchange Transactions, the “Exchange Transactions”) ). The Borrower and each of the Guarantors have agreed to secure the Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Collateral Agent and among the Buyer, GFL Environmental Holdings (US), Inc.other Secured Parties, a Delaware corporation security interest in and lien upon the Collateral. The Borrower and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, Guarantors’ business is a mutual and collective enterprise and the Borrower and the securityholder representative identified therein. Pursuant Guarantors believe that the loans and other financial accommodations provided to the Merger Agreement, Borrower under this Agreement will enhance the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation financial position of the merger and becoming a wholly-owned, indirect subsidiary Borrower to the mutual advantage of the BorrowerBorrower and the Guarantors. The Existing Administrative Agent, Borrower acknowledges on behalf of itself and its Subsidiaries that the Administrative Agent, the Collateral Agent Borrower and each its Subsidiaries will receive substantial direct and indirect benefits by reason of the Lenders party making of loans and other financial accommodations provided to the First Amendment have agreed Borrower pursuant to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit this Agreement. The applicable Lenders have indicated their willingness to lend lend, and each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Abl Revolving Credit Agreement (Advantage Solutions Inc.)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (With the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to proceeds of the Term Loan Credit Agreement dated as of September 30, 2016 Facilities (as amended, restated, amended hereinafter defined) and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”Senior Subordinated Debt Financing (as hereinafter defined). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date its Subsidiaries (as defined belowhereinafter defined) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of will complete the consideration paid in connection with the Borrower’s acquisition (the “"Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary ") of substantially all of the Borrower assets comprising the optical medical device, contact lens care, surgical and new device technology businesses (the “Buyer”), and related businesses) of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US)Allergan, Inc., a Delaware corporation ("Allergan"), and its Subsidiaries (collectively, the indirect parent "Business"), and not later than July 31, 2002 Allergan contemplates that all of the Borrower, shares of common stock of the Target, solely for purposes Borrower will be distributed to the stockholders of Article X thereofAllergan (the Acquisition and such share distribution being hereinafter collectively referred to as the "Spinoff"). In order to provide a portion of the financing necessary to consummate the Acquisition, the Borrower has requested that the Lenders extend to it a revolving credit facility and a term facility (together, the "Credit Facilities") in the aggregate principal amount of $135,000,000, and the securityholder representative identified thereinLenders are willing to do so but only on the terms and conditions set forth herein. Pursuant to The proceeds from the Merger AgreementCredit Facilities will be used, the Buyer will merge with and into the Target, together with the Target remaining as the surviving corporation proceeds of the merger and becoming a wholly-ownedSenior Subordinated Debt Financing, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend repay to Allergan certain intercompany indebtedness of approximately $80,000,000 to $90,000,000 incurred in connection with the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and Spinoff, (b) make certain other amendments pay a distribution to Allergan in connection with the Existing Credit Agreement. The Lenders have indicated their willingness Spinoff in an amount approximately equal to lend on $171,000,000 less the terms amount of intercompany indebtedness repaid pursuant to clause (a) above, (c) repay approximately $95,000,000 of liabilities assumed by the Borrower from Allergan in connection with the Spinoff, (d) provide for working capital and subject to general corporate purposes of the conditions set forth hereinBorrower and its Subsidiaries, and (e) pay related fees and expenses. In consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Amo Holdings LLC)
PRELIMINARY STATEMENTS. The Pursuant to the Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), B▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (collectively, the “MergerCos”) were merged with the Borrower, Barclays Bank PLC, with the Borrower as administrative agent and collateral agent the surviving corporation (the “Existing Administrative AgentRecapitalization”). Simultaneously with the consummation of the Recapitalization, and each Lender from time to time party thereto are parties to the Term Loan Borrower entered into that certain Credit Agreement Agreement, dated as of September 30October 31, 2016 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereofRestatement Effective Date, the “Existing Credit Agreement”). The , by, among others, the Borrower, the “Lenders” as defined therein, and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” as defined therein, pursuant to which the Borrower incurred an Original Loan (as defined in the Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans Agreement) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 2,400,000,000. The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to repay in full finance the Initial Term Loans outstanding as of Debt Prepayment and pay the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions Merger Consideration and the other transactions contemplated thereby herein (including fees and expenses in connection with Closing Date Transaction Expenses. Immediately prior to the First Amendment) and (b) delayed draw Restatement Effective Date, outstanding term loans in an the aggregate principal amount of approximately $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition 1,495,000,000 (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger AgreementOutstanding Term Loans”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for such Refinancing Term Loans, which will take the form of a new tranche of senior secured term loans under this Agreement, and (ii) increase the aggregate principal amount of such tranche borrowed and outstanding under this Agreement to $1,640,000,000 on the Restatement Effective Date. The proceeds of the Loans on the Restatement Effective Date will be used to (i) refinance in full the Outstanding Term Loans, (ii) finance the redemption of a portion of the 2016 Senior Subordinated Notes in the aggregate principal amount of approximately $137,000,000 and (iii) fund certain related fees and expenses associated with the Transaction. The Lenders and each Additional Lender providing the Refinancing Term Loans have indicated their willingness to lend and to consent to the other amendments herein, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Pursuant to the Recapitalization Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), ▇▇▇▇ Paste Mergerco, Inc. and Blackstone Paste Mergerco, Inc. (collectively, the “MergerCos”) were merged with the Borrower, Barclays Bank PLC, with the Borrower as administrative agent and collateral agent the surviving corporation (the “Existing Administrative AgentRecapitalization”). Simultaneously with the consummation of the Recapitalization, and each Lender from time to time party thereto are parties to the Term Loan Borrower entered into that certain Credit Agreement Agreement, dated as of September 30October 31, 2016 2006 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereofRestatement Effective Date, the “Existing Credit Agreement”). The , by, among others, the Borrower, the “Lenders” as defined therein, and DEUTSCHE BANK AG NEW YORK BRANCH, as “Administrative Agent” as defined therein, pursuant to which the Borrower incurred an Original Loan (as defined in the Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans Agreement) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 2,400,000,000. The proceeds of the Original Loan made on the Closing Date, together with the proceeds of (i) the issuance of certain unsecured notes, (ii) the funding of $400,000,000 under the ABL Credit Agreement on the Closing Date and (iii) the Equity Contribution, were used to repay in full finance the Initial Term Loans outstanding as of Debt Prepayment and pay the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions Merger Consideration and the other transactions contemplated thereby herein (including fees and expenses in connection with Closing Date Transaction Expenses. Immediately prior to the First Amendment) and (b) delayed draw Restatement Effective Date, outstanding term loans in an the aggregate principal amount of approximately $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition 1,495,000,000 (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger AgreementOutstanding Term Loans”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to were outstanding under the Existing Credit Agreement. The Borrower desires to refinance the Outstanding Term Loans in full with Refinancing Term Loans pursuant to a Refinancing Amendment under Section 2.15 of the Existing Credit Agreement, and, in connection therewith, to amend and restate the Existing Credit Agreement in its entirety to, among other things, (i) provide for such Refinancing Term Loans, which will take the form of a new tranche of senior secured term loans under this Agreement, and (ii) increase the aggregate principal amount of such tranche borrowed and outstanding under this Agreement to $1,640,000,000 on the Restatement Effective Date. The proceeds of the Loans on the Restatement Effective Date will be used to (i) refinance in full the Outstanding Term Loans, (ii) finance the redemption of a portion of the 2016 Senior Subordinated Notes in the aggregate principal amount of approximately $137,000,000 and (iii) fund certain related fees and expenses associated with the Transaction. The Lenders and each Additional Lender providing the Refinancing Term Loans have indicated their willingness to lend and to consent to the other amendments herein, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Deutsche Bank PLCTrust Company Americas, as administrative agent and collateral agent (the “Existing Administrative Agent”)agent, and each Lender the lenders from time to time party thereto are parties thereto, entered into that certain Credit Agreement, dated as of October 26, 2012 (as amended by the First Amendment to Credit Agreement, Guaranty and Security Agreement dated as of April 10, 2013 and the Term Loan Second Amendment to Credit Agreement dated as of September 30January 3, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof2014, the “Existing Credit Agreement”). The Existing , providing for term loans (the “Term B Loans”) in an original aggregate principal amount of $1,000,000,000 and a Revolving Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date Facility in an initial aggregate principal amount of C$130,000,000 and Initial U.S. $225,000,000 (the “Existing Revolving Credit Facility”). The Borrower has requested that the Lenders extend additional credit to the Borrower on the Closing Date in the form of (i) Term A Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on 1,000,000,000300,000,000 and (ii) a refinancing of the First Amendment Effective Date, the Borrower was provided an incremental term loan facility Existing Revolving Credit Facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 225,000,000.600,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and were one or more Swing Line Loans from time to time. The proceeds of the Term Loans, together with certain cash available on the balance sheet of the Borrower, will be used to repay (a) refinance in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) Existing Credit Agreement and (b) delayed draw term loans in an aggregate principal amount fund certain fees and expenses associated with the refinancing of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested and the Additional 2018 Incremental TransactionA Loans and $400,000,000 of Revolving Credit Loans will be used to partially prepay the Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term B Loans on the Second Amendment Effective Closing Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “AcquisitionTerm B Paydown”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary . The proceeds of the Borrower Revolving Credit Loans and Swing Line Loans and the Letters of Credit issued (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized or continued) under the laws Revolving Credit Facility will be used (a) to fund certain fees and expenses associated with the refinancing of Delaware (the “Target”), from the equity holders thereof, pursuant to the Existing Credit Agreement and Plan of Merger, dated as of October 9, 2018 the Transaction and (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”b) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for general corporate purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the BorrowerRestricted Subsidiaries. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend lend, and the L/C Issuers have indicated their willingness to issue (or continue hereunder) Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. 55738387_110 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPrior to the date of this Agreement, Barclays the Borrowers and the Guarantors, on the one hand, and Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time the lenders party thereto, on the other hand, entered into that certain Third Amended and Restated Credit Agreement, dated as of December 31, 2019 (as amended pursuant to time party thereto are parties that certain First Amendment to the Term Loan Third Amended and Restated Credit Agreement dated as of March 27, 2020, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of June 2, 2020, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of September 3021, 2016 (2021, as amendedfurther amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of October 5, restated2021, as further amended by that certain Fifth Amendment to Third Amended and restatedRestated Credit Agreement dated as of March 10, supplemented or otherwise modified 2022, and as further amended from time to time and in effect immediately prior to the date hereofFourth Restatement Date (as defined below), the “Existing 2019 Credit Agreement”), pursuant to which the lenders party thereto provided the Borrowers and Guarantors with certain financial accommodations. The Existing Borrowers have requested that the Administrative Agent and the Lenders amend and restate the 2019 Credit Agreement provided to, among other things, increase the Borrower with Initial Canadian Revolving Credit Commitment to $850,000,000, increase the Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental Commitment to provide for (x) a Euro-denominated term loan facility tranche in an aggregate principal amount not exceeding $905,000,000, comprising of €65,310,000 and (ay) a Dollar-denominated term loans, which were incurred on the First Amendment Effective Date loan tranche in an aggregate principal amount of $805,000,000 75,000,000, extend the Maturity Date, and were used effect the other changes set forth in this Agreement, and the Administrative Agent and the Lenders have indicated their willingness to repay in full so amend the Initial Term Loans outstanding as of the First Amendment Effective Date 2019 Credit Agreement and to finance a portion of the cash consideration in connection with the First Amendment Transactions lend and the other transactions contemplated thereby herein (including fees and expenses L/C Issuer has indicated its willingness to issue letters of credit, in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion . In accordance with Section 11.01 of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger 2019 Credit Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative AgentBorrowers, the Administrative AgentGuarantors, the Collateral Lenders and the Administrative Agent desire to amend and each of restate the Lenders party to the First Amendment have agreed to (a) amend the Existing 2019 Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth as provided herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:: 7
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
PRELIMINARY STATEMENTS. The BorrowerBorrower intends to acquire Microsemi LLC – RF Integrated Solutions, Barclays Bank PLC, as administrative agent and collateral agent a Delaware limited liability company (the “Existing Administrative AgentTarget”), and each Lender from time to time party thereto are parties ; Pursuant to the Term Loan Credit Agreement Stock Purchase Agreement, dated as of September 30March 23, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing Credit Acquisition Agreement”). The Existing Credit Agreement provided ) among the Borrower and Microsemi Corporation, the Borrower has agreed to acquire all of the Capital Stock of the Target (the “Microsemi Acquisition”); Substantially simultaneously with Initial Canadian Term Loans the consummation of the Microsemi Acquisition, the Lenders extended credit to the Borrower in the form of (i) a term A loan facility on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an aggregate principal amount of $1,710,000,000 to be used to finance 200,000,000 and (ii) a portion revolving credit facility with an initial aggregate principal amount of commitments of $100,000,000. The proceeds of the consideration paid term A loan facility funded on the Closing Date, together with the proceeds of (i) Revolving Credit Loans made on the Closing Date, (ii) the Pre-Closing Equity Offering and (iii) solely at the option of the Borrower, cash on the balance sheet, in each case, were used by the Borrower to (1) consummate the Refinancing, (2) finance the Microsemi Acquisition and (3) pay Transaction Expenses in connection with the Borrower’s acquisition (foregoing. On the “Acquisition”)Amendment No. 1 Effective Date, indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation the Term Loans made on the Closing Date were optionally prepaid in full pursuant to Section 2.06(a) hereof. The Borrower has requested that the Lenders extend credit to the Borrower in the form of an upsized revolving credit facility with an initial aggregate principal amount of commitments of $750,000,000. The revolving credit facility will permit the issuance of one or more Letters of Credit from time to time and an indirect, wholly-owned subsidiary the making of one or more Revolving Credit Loans and/or Swingline Loans from time to time. The proceeds of the revolving credit facility and the commitments hereunder made available on the Amendment No. 3 Effective Date will be used by the Borrower for general corporate purposes (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules including Acquisitions and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (USpurposes not prohibited hereunder), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of these premises and the mutual covenants and agreements herein containedcontained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent Borrowers have requested that (i) the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties Term Loan A Lenders extend credit to the Term Loan Credit Agreement dated as Borrower in the form of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term A Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $370,000,000 and, on 750.0 million pursuant to this Agreement and (iii) the First Amendment Effective Date, Revolving Credit Lenders extend credit to the Borrower was provided an incremental term loan facility Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount not exceeding of up to $905,000,000, comprising 250.0 million pursuant to this Agreement (a) term loans, which were incurred with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the First Amendment Effective Date Closing Date). On the Closing Date, Parent will enter into the Senior Notes Indenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $805,000,000 400.0 million and were the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Initial Term Loans outstanding Credit Agreement dated as of February 15, 2017, as amended and restated on March 8, 2018, among Parent, the First Amendment Effective Date and to finance Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a portion of the cash consideration in connection with the First Amendment Transactions and Delaware limited liability company as the other transactions contemplated thereby herein (including fees term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Term Loan Lenders and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and hereinCoöperatieve Rabobank U.A., New Term Loans on York Branch, as administrative agent for the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition Revolving Credit Lenders (the “AcquisitionExisting Credit Agreement”) and such repayment, together with the termination of all commitments thereunder and the release of all liens granted in connection therewith, the “Refinancing”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreementpay Transaction Costs. The Lenders have indicated their willingness to lend extend credit on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
PRELIMINARY STATEMENTS. The Initial Borrower, Barclays Bank PLCthe Administrative Agent and the lenders party thereto (collectively, as administrative agent and collateral agent (the “Existing Administrative AgentOriginal Lenders”)) previously entered into that certain Credit Agreement, and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30October 25, 2016 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Existing Original Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Dateunder which, among other things, the Borrower was provided an incremental term loan facility Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an aggregate principal amount not exceeding equal to $905,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, comprising (a) term loansthe Guarantors, which were incurred on the First Amendment Effective Date Administrative Agent and the 2021 Extended Revolving Credit Lenders agreed to amend and restate in its entirety the Original Credit Agreement pursuant to a certain Amended and Restated Credit Agreement, dated as of March 22, 2021, under which, among other things, the 2021 Extended Revolving Credit Lenders agreed to extend credit to the Initial Borrower in the form of 2021 Extended Revolving Credit Commitments in an aggregate principal amount equal to $167,500,000. The 2021 Extended Revolving Credit Commitments were subsequently increased by an amount equal to $5,000,000. The Revolving Credit Commitments permit the issuance of $805,000,000 one or more Letters of Credit and were used Alternative Letters of Credit from time to repay in full time and the Initial Term making of one or more Swing Line Loans outstanding as from time to time. The applicable Lenders have indicated their willingness to lend and each of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions L/C Issuer and the other transactions contemplated thereby herein (including fees and expenses Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provideeach case, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the capitalized terms and subject to the conditions set forth hereinused in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPursuant to the Merger Agreement, Barclays Bank PLCPittsburgh Acquisition, as administrative agent Inc., a Delaware corporation (“Merger Sub”) established by the Sponsors and collateral agent a wholly-owned direct subsidiary of Holdings, will be merged with and into the Company, in accordance with the terms thereof, with the Company surviving such merger (the “Merger”). The aggregate funds required to consummate the Merger, to refinance or repay, redeem, defease or otherwise discharge (including the termination of commitments) on the Closing Date existing third party indebtedness of the Company and its subsidiaries, including all such indebtedness outstanding under the Existing Administrative AgentCredit Agreement (the “Refinancing”), and each Lender from time to time party thereto are parties pay fees and expenses incurred in connection with the Transactions is approximately $575,000,000 (the “Aggregate Consideration”). In order to fund the Term Loan Credit Agreement dated as of September 30Aggregate Consideration, 2016 (as amended, restated, amended and restated, supplemented i) the Sponsors will directly or otherwise modified from time to time prior to the date hereofindirectly make cash equity contributions (collectively, the “Existing Credit AgreementEquity Contribution”). The Existing Credit Agreement provided ) to Merger Sub (through Holdings) and (ii) Merger Sub has requested the Borrower with Initial Canadian Term Loans Lenders to extend credit in the form of (x) term loans to be made available hereunder on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount excess of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and 280,000,000, solely to finance a portion of the cash consideration in connection with Aggregate Consideration payable on the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) Closing Date and (by) delayed draw term loans in an aggregate principal amount of a $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders 40,000,000 revolving credit facility to provide, be made available hereunder on the terms and Closing Date (subject to the conditions limitations set forth in herein) and after the Second Amendment and herein, New Term Loans on the Second Amendment Effective Closing Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation working capital and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreementgeneral corporate purposes. The Lenders have indicated their willingness are willing to lend extend such credit to the Borrower on the terms and subject to the conditions set forth herein. In Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Primedia Inc)
PRELIMINARY STATEMENTS. The Initial Borrower, Barclays Bank PLCthe Administrative Agent and the lenders party thereto (collectively, as administrative agent and collateral agent (the “Existing Administrative AgentOriginal Lenders”)) previously entered into that certain Credit Agreement, and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30October 25, 2016 2019 (as heretofore amended, restatedsupplemented, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereofeffectiveness of this Agreement, the “Existing Original Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Dateunder which, among other things, the Borrower was provided an incremental term loan facility Original Lenders agreed to extend credit to the Initial Borrowers in the form of Initial Revolving Credit Commitments in an aggregate principal amount not exceeding equal to $905,000,000125,000,000. The Initial Revolving Credit Commitments were subsequently increased by an amount equal to $42,500,000. The Borrowers, comprising (a) term loansthe Guarantors, which were incurred the Administrative Agent and the 2021 Extended Revolving Credit Lenders have agreed to amend and restate in its entirety the Original Credit Agreement in the form hereof. The amendment and restatement of the Original Credit Agreement evidenced by this Agreement shall become effective on the First 2021 Amendment Effective Date pursuant to Section 10.26. The 2021 Extended Revolving Credit Lenders have agreed to extend credit to the Initial Borrower in the form of 2021 Extended Revolving Credit Commitments in an aggregate principal amount of equal to $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide167,500,000, on the terms and subject to the conditions set forth in herein. The Revolving Credit Commitments permit the Second Amendment issuance of one or more Letters of Credit and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount Alternative Letters of $1,710,000,000 Credit from time to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation time and the indirect parent making of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant one or more Swing Line Loans from time to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrowertime. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The applicable Lenders have indicated their willingness to lend and each of the L/C Issuer and the Alternative L/C Issuers has indicated its willingness to issue Letters of Credit or Alternative Letters of Credit, as applicable, in each case, on the terms and subject to the conditions set forth herein. The capitalized terms used in these preliminary statements are defined in Section 1.01 below. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (Borrowers requested that the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Lenders under this Agreement dated as of September 30, 2016 the Closing Date (such agreement as amended, restated, amended and restated, supplemented or otherwise modified from time to time in effect immediately prior to the date hereof2018 Refinancing Amendment Effective Date, the “Existing Credit Agreement”). The Existing Credit Agreement provided ) extend credit to the Borrower with Initial Canadian Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) 700,000,000 and (bii) delayed draw term loans Revolving Credit Commitments in an aggregate principal amount of $100,000,000375,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, were used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which were incurred on October 15shall be effected in accordance with the terms thereof), 2018 dated as of May 5, 2015, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (the “Existing Agent”), and each lender from time to time party thereto (as amended, supplemented and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “2015 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection with Pre-Approved Acquisitions. As therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the 2015 Credit Agreement remained outstanding to the extent continued under this Existing Credit Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and similar accommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the First Amendment Effective Dateoutstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing Senior Notes Indenture”), among the Lead Borrower, the Co-Borrower and The Bank of New York Mellon, acting through its London Branch, as trustee, as amended and/or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Senior Notes”) or (y) provide notice for the redemption or repayment of all Initial Term Loans of the Existing Senior Notes and deposit proceeds sufficient to redeem or repay in full the Existing Senior Notes (and including any accrued and unpaid interest thereonthereon and premium related thereto) under with such trustee to satisfy and discharge the Existing Credit Agreement was repaid Senior Notes Indenture, and, in fulleach case terminate and release all commitments, security interests and guarantees in respect thereof (the actions under clauses (i) and (ii) above, the “Refinancing”) and (iii) pay the Transaction Expenses in connection with the foregoing. The Borrower has requested Revolving Credit Lenders are willing to lend and the Additional 2018 Incremental Term Lenders L/C Issuer is willing to provideissue Letters of Credit, in each case, on the terms and subject to the conditions set forth in herein. The Borrowers, the Second Administrative Agent and the Lenders party thereto have entered into that certain 2018 Refinancing Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition2018 Refinancing Amendment”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9May 22, 2018, under which the 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior Refinancing Term Loan Lenders are extending credit to the date hereof, Borrowers in the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent form of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Refinancing Term Loans extended by the 2018 Incremental (which constitute Refinancing Term Lenders and (b) make certain other amendments to Loans under Section 2.17 of the Existing Credit Agreement) in an original aggregate principal amount equal to $696,500,000.00. The Borrowers, the Administrative Agent and the Lenders party thereto have indicated their willingness to lend on entered into that certain 2021 Incremental Amendment (the terms and subject “2021 Incremental Amendment”), dated as of May 3, 2021, under which the 2021 Incremental Term Loan Lenders are extending credit to the conditions set forth hereinBorrowers in the form of 2021 Incremental Term Loans (which constitute Incremental Term Loans under Section 2.16 of the Existing Credit Agreement) in an original aggregate principal amount equal to $750,000,000.00. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent In connection with (a) the issuance of senior unsecured and collateral agent unguaranteed notes (the “Existing Administrative AgentNotes”) of the Borrower issued prior to the date hereof in an aggregate principal amount of $2,300 million (the “Notes Offering”), and each Lender from time to time party thereto are parties to (b) the Term Loan refinancing of all of the Borrower’s outstanding loans and commitments under its existing Credit Agreement Agreement, dated as of September 30August 23, 2016 2011 (as amended as of August 2, 2012 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing Credit Agreement”). The Existing Credit Agreement provided , among the Borrower Borrower, Scotiabank (as hereinafter defined), as administrative agent, each lender party thereto and the other agents and arrangers party thereto, including the termination of Swap Contracts entered into in connection therewith (the “Refinancing” and together with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount Notes Offering, and all other transactions related thereto (including, without limitation, the payment of C$130,000,000 related fees and Initial U.S. Term Loans on expenses), the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date“Transactions”), the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000has requested that, comprising from time to time, (ai) term loansthe Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to the Borrower, which were incurred on (ii) the First Amendment Effective Date in an aggregate principal amount Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and (iii) the L/C Issuer (as hereinafter defined) issue letters of $805,000,000 and were used to repay in full credit for the Initial Term Loans outstanding as account of the First Amendment Effective Date Borrower and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including pay transaction fees and expenses and to finance, in connection with part, the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved AcquisitionsRefinancing. As In furtherance of the First Amendment Effective Dateforegoing, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested that the Additional 2018 Incremental Term Lenders to provide, on provide the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date Revolving Credit Facility (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”hereinafter defined), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders Swing Line Lender have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Ashland Inc.)
PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLCCRC Intermediate Holdings, Inc., as administrative agent Holdings, CITIBANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and collateral agent L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Documentation Agent, and the lenders party thereto (the “Existing Administrative AgentOriginal Lenders”)) have previously entered into a credit agreement, and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30February 6, 2016 (as amended, restated, 2006 and amended and restatedrestated as of November 17, supplemented or 2006 (the “Original Credit Agreement”) (which term shall, unless the context otherwise modified from time to time requires, include any amendment thereto prior to the date hereofSecond Restatement Effective Date (as defined below)). Pursuant to Amendment No. 1 to the Original Credit Agreement, dated as of May 19, 2006, among other things, Holdings was permitted to replace CRC Intermediate Holdings, Inc. as Holdings under the Original Credit Agreement. Immediately prior to the Restatement Effective Date, the “Existing Credit Agreement”). The Existing Original Term Lenders under the Original Credit Agreement provided the Borrower with Initial Canadian held Original Term Loans on under the Closing Date Original Credit Agreement in an initial the aggregate principal amount of C$130,000,000 $243,775,000. Simultaneously with the consummation of the merger of Madrid Merger Corporation, a California corporation, with and Initial U.S. into Aspen Education Group, Inc., a California corporation (“Aspen”), with Aspen as the surviving corporation (such transactions, the “Aspen Acquisition”), the New Term Loans on Lenders extended credit to the Closing Date Borrower in the form of New Term Loans, having substantially identical terms and conditions as the Original Term Loans, in an initial aggregate principal amount of $370,000,000 and, 175,500,000. The proceeds of the New Term Loans made on the First Amendment Restatement Effective Date, together with the Borrower was provided an incremental term loan facility proceeds of (i) the Holdings Loans and (ii) the Aspen Equity Contributions, were used, in an aggregate principal amount not exceeding $905,000,000part, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion the repayment of then outstanding Revolving Credit Loans and certain existing Indebtedness of Aspen and its Subsidiaries, pay the cash consideration in connection with the First Amendment Transactions Aspen Acquisition Consideration and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in fullAspen Transaction Expenses. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment parties hereto have agreed to (a) amend and restate the Existing Original Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:provided in this Agreement. The proceeds of Revolving Credit Loans made on or after the Second Restatement Effective Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (CRC Health CORP)
PRELIMINARY STATEMENTS. The BorrowerOn December 12, Barclays 2018, the Borrowers and each of the Subsidiary Guarantors (as defined below) filed voluntary petitions with the Bankruptcy Court commencing their respective cases that are pending under Chapter 11 of the Bankruptcy Code (collectively, the “Cases”). In connection with the Cases, the Loan Parties, Bank PLCof America, N.A., as administrative agent and collateral agent (the “Existing Administrative Agent”)agent, and each Lender from time to time the lenders party thereto are parties to the Term Loan entered into that certain Debtor-In-Possession Credit Agreement dated as of September 30December 14, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereoftime, the “Existing DIP Credit Agreement”). The Existing Credit Agreement provided Loan Parties filed the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount Amended Joint Chapter 11 Plan of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount Reorganization of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc.Drilling Company and its Debtor Affiliates dated January 23, a newly-formed Delaware corporation and an indirect2019 (as amended, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), supplemented or otherwise modified from the equity holders thereof, pursuant time to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereoftime, the “Merger AgreementPlan of Reorganization”) with the Bankruptcy Court, which Plan of Reorganization was confirmed by and among the BuyerBankruptcy Court on March 7, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the 2019. The Parent Borrower and the securityholder representative identified therein. Pursuant other Borrowers have requested that the Lenders provide exit financing to the Merger Agreement, the Buyer will merge with and into the Target, Borrowers in connection with the Target remaining as the surviving corporation consummation of the merger and becoming a wholly-ownedPlan of Reorganization, indirect subsidiary of to refinance certain outstanding Indebtedness under the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing DIP Credit Agreement and to provide working capital for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreementtheir business enterprise. The Lenders have indicated their willingness are willing to lend provide the exit financing by entering into this Agreement on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein containedcontained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto covenant and hereby agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The BorrowerPursuant to the Acquisition Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Barclays Bank PLC, as administrative agent the Borrower and collateral agent Subsidiaries of the Borrower (the “Existing Administrative AgentPurchasing Entities”), ) will (i) purchase and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 acquire (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Acquisition”) substantially all of the assets of the global distribution business of Ashland, Inc. (the “Acquired Business”) and (ii) assume certain liabilities of the Acquired Business, in each case except as otherwise provided in the Acquisition Agreement”). The Existing Credit Agreement provided In connection therewith, it is intended that (a) Holdings and Sub Holdco will be the sole members of the Borrower; (b) the Investors and any Management Stockholders will make the Equity Contribution; (c) the Borrower with Initial Canadian Term Loans on will obtain the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date ABL Facility in an initial aggregate principal amount of $370,000,000 and, on 540,000,000 pursuant to the First Amendment Effective Date, ABL Facility; (d) the Borrower was provided will obtain $175,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes; (e) the Borrower will obtain an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an initial aggregate principal amount of $805,000,000 300,000,000 of Initial Loans pursuant to this Agreement; and were (f) the proceeds of (i) the Equity Contribution, (ii) the Initial ABL Borrowings, (iii) the issuance of the Senior Subordinated Notes and (iv) the Loans, will be used to repay in full pay the Initial Term Loans outstanding as of the First Amendment Effective Date consideration and to finance a portion of the cash consideration other amounts owing in connection with the First Amendment Transactions Acquisition under the Acquisition Agreement, to repay certain existing indebtedness and hedging obligations of the other transactions contemplated thereby herein (including fees Borrower and its Subsidiaries and to pay all fees, costs and expenses incurred in connection with the First AmendmentTransaction and related transactions (including to fund any original issue discount and upfront fees) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectively, and as amended prior to the date hereof, the “Merger Agreement”) by and among the Buyer, GFL Environmental Holdings (US), Inc., a Delaware corporation and the indirect parent of the Borrower, the Target, solely for purposes of Article X thereof, the Borrower and the securityholder representative identified therein. Pursuant to the Merger Agreement, the Buyer will merge with and into the Target, with the Target remaining as the surviving corporation of the merger and becoming a wholly-owned, indirect subsidiary of the Borrower. The Existing Administrative Agent, the Administrative Agent, the Collateral Agent and each of the Lenders party to the First Amendment have agreed to (a) amend the Existing Credit Agreement to provide for the 2018 Incremental Term Loans extended by the 2018 Incremental Term Lenders and (b) make certain other amendments to the Existing Credit Agreement. The Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth hereinworking capital. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
Appears in 1 contract