CONVERSION AND REPURCHASE AGREEMENTConversion and Repurchase Agreement • February 28th, 2024 • APi Group Corp • Construction - special trade contractors • Delaware
This CONVERSION AND REPURCHASE AGREEMENT (together with the annexes hereto, as amended, this “Agreement”) is entered into as of February 28, 2024 (the “Effective Date”), by and among APi Group Corporation, a Delaware corporation (the “Company”), Juno Lower Holdings L.P., a Delaware limited partnership (“Juno Lower Holdings”), FD Juno Holdings L.P., a Delaware limited partnership (“FD Juno Holdings”, and together with Juno Lower Holdings, the “Blackstone Parties”), Viking Global Equities Master Ltd., a Cayman Islands exempted company (“VGEM”), and Viking Global Equities II LP, a Delaware limited partnership (“VGE II”, and collectively with VGEM, the “Viking Parties” and collectively with the Blackstone Parties, the “Series B Holders” and each, a “Series B Holder”). The Company and the Series B Holders are collectively referred to in this Agreement as the “Parties” and each, as a “Party.”
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2024 • APi Group Corp • Construction - special trade contractors • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of February 28, 2024 (together with the schedule hereto, this “Amendment”), is entered into by and among APi Group DE, Inc., a Delaware corporation (the “Borrower”), APi Group Corporation, a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower party hereto, Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”; collectively, the “Agent”), and the 2024 Incremental Term Loan Lenders (as defined below) party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement (as defined below).
