Closing Settlement Option to have 100% of the outstanding principal amount of the Term Loans under the Credit Agreement held by such Lender prepaid on the Restatement Effective Date and purchase by assignment the principal amount of Term Loans under the Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Administrative Agent).
Closing Settlement Option. ☐ to have 100% of the outstanding principal amount of the Term B-1 Loans under the Existing Credit Agreement held by such Lender prepaid on the Amendment No. 2 Funding Date and purchase by assignment the principal amount of Replacement Term B-2 Loans under the Amended Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Lead Arrangers) , as a Lender (type name of the legal entity) By: Name: Title: [If a second signature is necessary:] By: Name: Title: ANNEX A [See Attached] ANNEX A Initial Loans Published CUSIP Number: 00000XXX0 Term B-1 Loans Published CUSIP Number: [ ] $1,255,000,000 AMENDED TERM LOAN CREDIT AGREEMENT among JELD-WEN Holding, incInc., as Holdings, JELD-WEN, incInc., as the Company Borrower,Onex BP Finance LP, as the Tower Borrower, The Several Lenders from Time to Time Parties Hereto, and Bank of America, N.A., as Administrative Agent Dated as of October 15, 2014 As amended as of July 1, 2015 and November 1, 2016 Bank of America, N.A., Xxxxx Fargo Securities, LLC, Barclays Bank PLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and KeyBank National Association as Joint Lead Arrangers and Joint Bookrunners Barclays Bank PLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Amendment No. 1 Lead Arrangers and Bookrunners and Amendment No. 2 Lead Arrangers and Bookrunners TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Interpretive Provisions 70 1.3 Accounting 750 1.4 Limited Condition Transactions 71 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 72 2.1 Commitments 72 2.2 Procedure for Borrowing of Loans 72 2.3 Repayment of Loans. 772 2.4 Fees 773 2.5 Optional Prepayments. 73 2.6 Mandatory Prepayments. 784 2.7 Conversion and Continuation Options. 70 76 2.8 Limitations on Eurodollar Tranches 716 2.9 Interest Rates and Payment Dates. 717 2.10 Computation of Interest. 717 2.11 Inability to Determine Interest Rate; Illegality. 728 2.12 Pro Rata Treatment and Payments. 739 2.13 Requirements of Law. 850 2.14 Taxes. 861 2.15 Indemnity 884 2.16 Change of Lending Office 894 2.17 Replacement of Lenders 895 2.18 Notes 8085 2.19 Incremental Credit Extensions 8086 2.20 Refinancing Amendments. 828 2.21 Defaulting Lenders. 849 2.22 Loan Modification Offers. 950 SECTION 3 REPRESENTATIONS AND WARRANTIES 961 3.1 Financial Condition 961 3.2 No Change 962 3.3 Existence; Compliance with Law 962 3.4 Power; Authorization; Enforceable Obligations 972 3.5 No Legal Bar 973 3.6 Litigation...
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Domestic Term Loans under the Credit Agreement held by such Domestic Term Lender prepaid on the Restatement Effective Date and acquire by novation the principal amount of Term Loans under the Second Amended and Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Domestic Term Lender by the Administrative Agent).
Closing Settlement Option. ☐ to have 100% of the outstanding principal amount of the Existing U.S. Term B Loans held by such U.S. Term B Lender repaid on the Amendment No. 5 Effective Date and to purchase by assignment from the Additional U.S. Term B-2 Lender a like principal amount in Dollars of new U.S. Term B-2 Loans (or such lesser amount as notified to such Lender by the Amendment No. 5 Arrangers). ________________________________________, (Name of Institution) By: ____________________________________ Name: Title: If a second signature is necessary: By: ____________________________________ Name: Title: EXHIBIT B TO AMENDMENT NO. 5 CREDIT AGREEMENT Dated as of March 28, 2017 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and ARAMARK SERVICES, INC., ARAMARK CANADA LTD., ARAMARK INVESTMENTS LIMITED, ARAMARK INTERNATIONAL FINANCE, S.À X.X., ARAMARK IRELAND HOLDINGS LIMITED, ARAMARK REGIONAL TREASURY EUROPE, DESIGNATED ACTIVITY COMPANY and ARAMARK HOLDINGS GMBH & CO. KG, as Borrowers and ARAMARK INTERMEDIATE HOLDCO CORPORATION, as Holdings and THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO ___________ JPMORGAN CHASE BANK, N.A. as a Joint Lead Arranger and Joint Bookrunner XXXXXXX XXXXX LENDING PARTNERS LLC, CREDIT SUISSE SECURITIES (USA) LLC, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, XXXXX FARGO SECURITIES, LLC BARCLAYS BANK PLC, PNC CAPITAL MARKETS LLC and XXXXXX XXXXXXX MUFG LOAN PARTNERS, LLC, as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents U.S. BANK NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA, SUMITOMO MITSUI BANKING CORPORATION, COӦPERATIEVE RABOBANK U.A., NEW YORK BRANCH, TD SECURITIES (USA) LLC and COMERICA SECURITIES, INC., as Co-Documentation Agents TABLE OF CONTENTS Page ARTICLE I
Closing Settlement Option. To convert 100% of the outstanding principal amount of Existing Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into New Term Loans in a like principal amount. To have 100% of the outstanding principal amount of Existing Term Loans held by such Lender prepaid on the Amendment No. 2 Effective Date and to agree to purchase from the Fronting Lenders pursuant to one or more Assignment and Assumptions New Term Loans in the principal amount of such Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) on or immediately after the Amendment No. 2 Effective Date. NATIXIS XXXXXX XXXXXX SENIOR LOAN FUND, As Lender By: Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager By: Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner as a Term Lender By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Vice President AMENDMENT NO. 2 — PRESS XXXXX FIRST LIEN
Closing Settlement Option. ¨ to have 100% of the outstanding principal amount of the Australian Term Loans under the Credit Agreement held by such Australian Lender prepaid on the Restatement Effective Date and acquire by novation the principal amount of Term Loans under the Second Amended and Restated Credit Agreement committed to separately by the undersigned (or such lesser amount allocated to such Australian Lender by the Administrative Agent).
Closing Settlement Option. ☐ to have 100% of the outstanding principal amount of the Existing Term B1 Loans held by such Term B1 Lender repaid on the Amendment No. 2 Effective Date and to purchase by assignment from the Additional Term B1 Lender a like principal amount in Dollars of new Term B1 Loans (or such lesser amount as notified to such Lender by the Administrative Agent). , (Name of Institution) By: Name: Title: If a second signature is necessary: By: Name: Title: EXHIBIT A-2 Term B2 Consent The undersigned Term B2 Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows:
Closing Settlement Option. ☐ The undersigned Xxxxxx agrees that the entire amount of such Xxxxxx’s outstanding Initial Term B-1 Loans will be prepaid at par on the Amendment No. 2 Effective Date and following the Amendment No. 2 Effective Date, such Lender (or its designated Affiliate, if agreed by the Amendment No. 2 Lead Arrangers) shall purchase by assignment Term B Loans in an equal principal amount as its outstanding Initial Term Loans or such lesser amount allocated to such Lender by the Amendment No. 2 Lead Arrangers.
Closing Settlement Option. [ ] to exchange 100% of the outstanding principal amount of the Existing Term Loans held by such Lender prepaid on the Amendment Date and purchase by assignment the principal amount of 2024 Replacement Term Loans committed to (or such lesser amount allocated to such Lender by the 2024 Refinancing Arranger in consultation with the Borrower) separately by the undersigned.
Closing Settlement Option. ☐ Each undersigned Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Initial B-2 Dollar Term Loans held by such Lender prepaid on, and subject to the occurrence of, the Amendment No. 4 Effective Date and to purchase by assignment Initial B-3 Dollar Term Loans, respectively, in an equal or such lesser amount allocated to such Lender by the Administrative Agent. By choosing this option each undersigned Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate to such Lender or to allocate less than 100% of the principal amount of such Lender’s Initial B-2 Dollar Term Loans for Initial B-3
