FIRST LIEN CREDIT AGREEMENT dated as of July 12, 2017 among EXELA INTERMEDIATE HOLDINGS LLC, as Holdings, EXELA INTERMEDIATE LLC, as Borrower, THE LENDERS PARTY HERETO and ROYAL BANK OF CANADA, as Administrative Agent and Collateral AgentFirst Lien Credit Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
This FIRST LIEN CREDIT AGREEMENT, dated as of July 12, 2017 (this “Agreement”), is made by and among EXELA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company and a Wholly Owned Subsidiary (as hereinafter defined) of Parent (as hereinafter defined) (“Holdings”), EXELA INTERMEDIATE LLC, a Delaware limited liability company and a Wholly Owned Subsidiary of Holdings (the “Borrower”), the Lenders (as hereinafter defined) from time to time party hereto, ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders, with RBC CAPITAL MARKETS(2), CREDIT SUISSE SECURITIES (USA) LLC, NATIXIS, NEW YORK BRANCH and KKR CAPITAL MARKETS LLC, as joint lead arrangers and joint bookrunners (in such capacities, each, a “Joint Lead Arranger” and together, the “Joint Lead Arrangers”).
EXELA INTERMEDIATE LLC as Issuer EXELA FINANCE INC. as Co-Issuer and the Subsidiary Guarantors party hereto from time to time 10.000% First-Priority Senior Secured Notes due 2023Supplemental Indenture • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
INDENTURE, dated as of July 12, 2017, among EXELA INTERMEDIATE LLC., a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (“Co-Issuer” and, together with Company, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below), Wilmington Trust, National Association, as trustee (the “Trustee”).
EXELA TECHNOLOGIES, INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of July 12, 2017, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and the stockholder party hereto (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among EXELA TECHNOLOGIES, INC. and THE HOLDERS Dated as of July 12, 2017Registration Rights Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
THIS AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 12, 2017 (the “Effective Date”) by and among Exela Technologies, Inc., a Delaware corporation (the “Company”), and the parties identified as “Holders” set forth on Schedule I hereto and any parties identified on the signature page of any joinder agreements executed and delivered pursuant to Section 14 hereof (each a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
EXELA TECHNOLOGIES, INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of July 12, 2017, between Exela Technologies, Inc., a Delaware corporation (the “Company”), and the stockholders party hereto (the “Stockholders”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 3 hereof.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 18th, 2017 • Exela Technologies, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 12, 2017, among EXELA INTERMEDIATE LLC, a Delaware limited liability company (the “Company”), EXELA FINANCE INC., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the SUBSIDIARY GUARANTORS listed on the signature pages hereto (the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
