Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. _______________________________________ 1 To be paid by the Assignor or the Assignee. EXHIBIT I-1-12 [FORM OF] SECURITY AGREEMENT Please see attached. EXHIBIT J [FORM OF] PREPAYMENT NOTICE Date: ____________,_____ To: Xxxxxxx Xxxxx Bank USA, as Administrative Agent 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of October 21, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20[ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] (this “Agreement”), and is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents that (x) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia International Corp.)
Administrative Questionnaire. If the [the][any] Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance reasonably satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of the [the][the relevant] Assignee as the Administrative Agent may reasonably require. _______________________________________ 1 To be paid by the Assignor or the Assignee. EXHIBIT I-1-12 Exhibit A Administrative Questionnaire [FORM OF] SECURITY AGREEMENT Please see attached. ] EXHIBIT J B [FORM OFCUSTOMS BROKER/FREIGHT FORWARDER/CARRIER] PREPAYMENT NOTICE DateAGENCY AGREEMENT , 2011 Name and Address of [Customs Broker/Freight Forwarder/Carrier]: ____________,_____ ToDear Sir/Madam: Xxxxxxx Xxxxx Bank USA, as Administrative Agent 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of October 21, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20a [ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] with its principal executive offices at (this referred to herein as the “Agreement”)Company”)14, and is among others, has entered into by and among CONCORDIA HEALTHCARE CORP.a financing agreement with BANK OF AMERICA, N.A., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”)national banking association with offices at 000 Xxxxxxx Xxxxxx, [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as administrative collateral agent (in such capacity, together with its successors and assigns, herein the “Administrative Agent”) for the Lenders ratable benefit of a syndicate of lenders and certain other secured parties (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to timecollectively, the “Credit AgreementSecured Parties”), among the Borrowerpursuant to which agreement, the guarantors party thereto from time Company, among others, has granted a security interest to timethe Agent in and to, certain assets of the Company, including, among other things, all of the Company’s inventory (“Inventory”) and such documents, bills of lading and other documents of title related to such Inventory (together with the Inventory, the “Property”). The Agent has requested that [NAME OF CUSTOMS BROKER/FREIGHT FORWARDER/CARRIER] (together with any Additional Borrowers that become party thereto from time affiliates providing services to timethe Company, Xxxxxxx Sachs Bank USAthe “[Customs Broker/Freight Forwarder/Carrier]”) act as its agent for the limited purpose of more fully perfecting and protecting the interest of the Agent in such bills of lading, as administrative agent documents and collateral agentother documents of title and in the Inventory for which such bills of lading, documents, or other documents of title have been issued, and the lenders party thereto from time [Customs Broker/Freight Forwarder/Carrier] has agreed to timedo so. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit This [Customs Broker/Freight Forwarder/Carrier] Agency Agreement (this “Agreement. Under the Credit Agreement, the Lenders have agreed, upon ”) shall set forth the terms and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents that (x) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK[Customs Broker/Freight Forwarder/Carrier]’s engagement.
Appears in 1 contract
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including, without limitation, including credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. _______________________________________ 1 To be paid Exhibit A Administrative Questionnaire [provided by the Assignor or the Assignee. Administrative Agent] EXHIBIT I-1-12 B [FORM OF] SECURITY AGREEMENT Please see attached. EXHIBIT J BORROWING BASE CERTIFICATE [FORM OFDATE] PREPAYMENT NOTICE Date: ____________,_____ To: Xxxxxxx Xxxxx Bank USAThe undersigned hereby certifies that pursuant to, as Administrative Agent 000 Xxxx Xxxxxxand in accordance with, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies the terms and Gentlemen: Reference is made to provisions of that certain Revolving Credit and Guaranty Agreement, Agreement dated as of October 2125, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time 2013 (as amended, restated, supplemented or supplemented, extended, renewed and/or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20[ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] (this “Agreement”), and is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, as the Borrower, the guarantors Co-Borrowers party thereto, the Lenders party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USAand DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent the Administrative Agent and collateral agentCollateral Agent, the Borrower is executing and delivering to the lenders party thereto from time Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to timeas the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms The Borrower represents and subject warrants to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents Administrative Agent that (xi) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are this Certificate is true and correct in all material respects respects, (ii) this Certificate is based on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality information contained in the text thereof Borrower’s own financial accounting records and (yiii) it has satisfied the conditions amounts set forth in Section 1.14 of this Certificate are determined in accordance with the Credit Agreement. The Borrower agrees NEIMAN MARCUS GROUP LTD LLC Responsible Officer: Name: Title: [Attachment] EXHIBIT C [FORM OF] SOLVENCY CERTIFICATE June 7, 2019 This Solvency Certificate is being delivered to you pursuant to (i) the Second Amendment to the Term Loan Credit Agreement, dated as of October 25, 2013 (as amended, amended and restated, supplemented, extended, renewed and/or otherwise modified from time to time, the “Term Loan Credit Agreement”), by and among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, THE NEIMAN MARCUS GROUP LLC, a Delaware limited liability company, THE NMG SUBSIDIARY LLC, a Delaware limited liability company, the Lenders party thereto from time to time, and Credit Suisse AG, as Administrative Agent and Collateral Agent and (ii) the Fourth Amendment to Revolving Credit Agreement, dated as of June 7, 2019, which amends and restates that certain Revolving Credit Agreement, dated as of October 25, 2013 (as amended, amended and restated, supplemented, extended, renewed and/or otherwise modified from time to time, the guarantees “ABL Credit Agreement” and, together with the Term Loan Credit Agreement, the “Credit Agreements”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, the Co-Borrowers party thereto, the Lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the applicable Credit Agreement. As of the Obligations contained in the Guaranty and/or the Credit Documents will apply date hereof, after giving effect to the Obligations consummation of the New Additional BorrowerRecapitalization Transactions, to on the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.date hereof:
Appears in 1 contract
Samples: Revolving Credit Agreement (Neiman Marcus Group LTD LLC)
Administrative Questionnaire. If the [the][any] Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance reasonably satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of the [the][the relevant] Assignee as the Administrative Agent may reasonably require. _______________________________________ 1 To be paid by the Assignor or the Assignee. EXHIBIT I-1-12 Exhibit A Administrative Questionnaire [FORM OF] SECURITY AGREEMENT Please see attached. ] EXHIBIT J B [FORM OFCUSTOMS BROKER/FREIGHT FORWARDER/CARRIER] PREPAYMENT NOTICE DateAGENCY AGREEMENT , 20 Name and Address of [Customs Broker/Freight Forwarder/Carrier]: ____________,_____ ToDear Sir/Madam: Xxxxxxx Xxxxx Bank USA, as Administrative Agent 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of October 21, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20a [ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] with its principal executive offices at (this referred to herein as the “Agreement”)Company”)1, and is among others, has entered into by and among CONCORDIA HEALTHCARE CORP.a financing agreement with BANK OF AMERICA, N.A., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”)national banking association with offices at 000 Xxxxxxx Xxxxxx, [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as administrative collateral agent (in such capacity, together with its successors and assigns, herein the “Administrative Agent”) for the Lenders ratable benefit of a syndicate of lenders and certain other secured parties (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to timecollectively, the “Credit AgreementSecured Parties”), among the Borrowerpursuant to which agreement, the guarantors party thereto from time Company, among others, has granted a security interest to timethe Agent in and to, certain assets of the Company, including, among other things, all of the Company’s inventory (“Inventory”) and such documents, bills of lading and other documents of title related to such Inventory (together with the Inventory, the “Property”). The Agent has requested that [NAME OF CUSTOMS BROKER/FREIGHT FORWARDER/CARRIER] (together with any Additional Borrowers that become party thereto from time affiliates providing services to timethe Company, Xxxxxxx Sachs Bank USAthe “[Customs Broker/Freight Forwarder/Carrier]”) act as its agent for the limited purpose of more fully perfecting and protecting the interest of the Agent in such bills of lading, as administrative agent documents and collateral agentother documents of title and in the Inventory for which such bills of lading, documents, or other documents of title have been issued, and the lenders party thereto from time [Customs Broker/Freight Forwarder/Carrier] has agreed to timedo so. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit This [Customs Broker/Freight Forwarder/Carrier] Agency Agreement (this “Agreement. Under the Credit Agreement, the Lenders have agreed, upon ”) shall set forth the terms and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents that (x) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK[Customs Broker/Freight Forwarder/Carrier]’s engagement.
Appears in 1 contract
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. ________________________Exhibit A Administrative Questionnaire [provided by Administrative Agent] EXHIBIT F to Term Loan Credit Agreement [Form of] TERM NOTE $_______________ 1 To be paid by New York, New York [Date] FOR VALUE RECEIVED, the Assignor or undersigned CPG International LLC, a Delaware limited liability company (the Assignee. EXHIBIT I-1-12 [FORM OF“Borrower”), hereby promises to pay to [ ] SECURITY AGREEMENT Please see attached. EXHIBIT J [FORM OF] PREPAYMENT NOTICE Date: (the “Lender”) on the Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of ____________ DOLLARS ($____________,_____ To: Xxxxxxx Xxxxx Bank USA), or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as Administrative Agent 000 Xxxx Xxxxxxare set forth in the Credit Agreement. The Borrower further agrees to pay interest in like money at such office specified pursuant to Section 9.01(a)(ii) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, 00xx Xxxxx Xxx Xxxxand on the dates, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies specified in Section 2.11 of such Credit Agreement. The holder of this Note may endorse and Gentlemen: Reference attach a schedule to reflect the date, Type and amount of each Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.05 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is made one of the Notes referred to that certain in the Term Loan Credit and Guaranty Agreement, dated as of October 21April 28, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time 2022 (as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20[ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] (this “Agreement”), and is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), The Azek Company Inc., a Delaware corporation (“Holdings”), the guarantors Lenders party thereto from time to time, any Additional Borrowers that become party thereto from time to timeand Bank of America, Xxxxxxx Sachs Bank USAN.A., as administrative agent and collateral agent(in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the lenders party thereto from time to time“Collateral Agent”). Capitalized terms Terms used herein and not which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein have or unless the meanings context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. Under the Credit AgreementAll parties now and hereafter liable with respect to this Note, the Lenders have agreedwhether maker, upon the terms principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents that (x) the representations and warranties contained in the Credit Agreement and in the all other Credit Documents are true and correct in all material respects on and as notices of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documentskind. THIS AGREEMENT NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK.. [Signature Page Follows] CPG INTERNATIONAL LLC, as Borrower By: Name: Title:
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Administrative Questionnaire. If the [the][any] Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance reasonably satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of [the] [the relevant] Assignee as the Administrative Agent may reasonably require. Exhibit A Administrative Questionnaire [see attached] Annex III Please see attached. Exhibit D-1 [FORM OF] FILO NOTE $__________ __________, 20__ FOR VALUE RECEIVED, Pier 1 Imports (U.S.), Inc., a Delaware corporation (the “Borrower”), promises to pay to the order of ______________________________ 1 To be paid by the Assignor or the Assignee. EXHIBIT I-1-12 [FORM OF] SECURITY AGREEMENT Please see attached. EXHIBIT J [FORM OF] PREPAYMENT NOTICE Date: ____________,_____ To: Xxxxxxx Xxxxx Bank USA(hereinafter, as Administrative Agent 000 Xxxx Xxxxxxwith any subsequent holders, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Credit and Guaranty Agreement, dated as of October 21, 2015, among Concordia Healthcare Corp. (the “BorrowerFILO Lender”), the guarantors party thereto from time to timec/o Bank of America, any Additional Borrowers that become party thereto from time to timeN.A., 100 Xxxxxxx Sachs Bank USAXxxxxx, as administrative agent and collateral agent0xx Xxxxx, and the lenders party thereto from time to time (as amendedXxxxxx, restated, supplemented or otherwise modified and in effect from time to timeXxxxxxxxxxxxx 00000, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 principal sum of the Credit Agreement, on [ ], 20[ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject , or, if less, the aggregate unpaid principal balance of FILO Loans made by the FILO Lender to $500,000 minimum amount and $100,000 integral multiple requirements in or for the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements account of the Prepayment Minimum and Prepayment Multiple, Borrower pursuant to Section 2.11(a) of the Second Amended and Restated Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ]June 2, 20[ ] (this “Agreement”), and is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 2017 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) by, among others, (i) the Borrower, (ii) the guarantors Facility Guarantors party thereto from time to time, any Additional Borrowers that become (iii) Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank, (iv) Pathlight Capital Fund I LP, as ABL Term Loan Agent, and (v) the Lenders party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent with interest at the rate and collateral agentpayable in the manner stated therein. This is a “FILO Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this FILO Note shall be payable at the lenders party thereto from time times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to timeprepayment and acceleration as provided therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified assigned to such terms in the Credit Agreement. Under The Administrative Agent’s books and records concerning the Credit AgreementFILO Loans, the Lenders have agreedaccrual of interest thereon, upon the terms and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowersrepayment of such FILO Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error. No delay or omission by any Agent, the ABL Term Loan Agent or the FILO Lender in exercising or enforcing any of such Agent’s, such ABL Term Loan Agent’s or the FILO Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver. The Borrower, and each endorser and guarantor of this FILO Note, waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent, the ABL Term Loan Agent and/or the FILO Lender with respect to this FILO Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on account of this FILO Note. This FILO Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the New Additional Borrower desire that benefit of the New Additional Borrower become an Additional Borrower under the Credit AgreementFILO Lender and its successors, endorsees, and assigns. The New Additional Borrower represents that (x) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as liabilities of the date hereof except Borrower, and of any endorser or guarantor of this FILO Note, are joint and several, provided, however, the release by any Agent, the ABL Term Loan Agent or the FILO Lender of any one or more such Persons shall not release any other Person obligated on account of this FILO Note. Each reference in this FILO Note to the extent Borrower, any endorser, and any guarantor, is to such representations Person individually and warranties specifically relate also to an earlier date, all such Persons jointly. No Person obligated on account of this FILO Note may seek contribution from any other Person also obligated except in which case such representations and warranties shall have been true and correct in all material respects on and as accordance with the terms of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (ySection 9.14(d) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each of the Borrower, the New Additional Borrower and the Administrative Agent, the New Additional Borrower shall be a party to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereof, and the New Additional Borrower hereby agrees to be bound by all provisions of the Credit Agreement and the other Credit Documents. THIS AGREEMENT FILO NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY WITH, THE LAW OF THE STATE OF NEW YORK.. The Borrower agrees that any suit for the enforcement of this FILO Note or any other Loan Document may be brought in the courts of the State of New York sitting in the County of New York or in any federal court sitting in such County, and consents to the exclusive jurisdiction of such courts. The Borrower hereby waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents, the ABL Term Loan Agent and the FILO Lender, in the establishment and maintenance of their respective relationship with the Borrower contemplated by this FILO Note, is relying thereon. THE BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE FILO LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FILO NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS FILO NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. [SIGNATURE PAGE FOLLOWS]
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Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. ________________________Exhibit A Administrative Questionnaire [provided by Administrative Agent] EXHIBIT F [Form of] TERM NOTE $_______________ 1 To be paid by New York, New York [Date] FOR VALUE RECEIVED, the Assignor or undersigned CPG International LLC, a Delaware limited liability company (the Assignee. EXHIBIT I-1-12 [FORM OF“Borrower”), hereby promises to pay to [ ] SECURITY AGREEMENT Please see attached. EXHIBIT J [FORM OF] PREPAYMENT NOTICE Date: (the “Lender”) on the Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the United States and in immediately available funds, the principal amount of ____________ DOLLARS ($____________,_____ To: Xxxxxxx Xxxxx Bank USA), or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as Administrative Agent 000 Xxxx Xxxxxxare set forth in the Credit Agreement. The Borrower further agrees to pay interest in like money at such office specified pursuant to Section 9.01(a)(ii) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, 00xx Xxxxx Xxx Xxxxand on the dates, Xxx Xxxx 00000 XXX Attention: SBD Operations Facsimile: 000-000-0000 Ladies specified in Section 2.11 of such Credit Agreement. The holder of this Note may endorse and Gentlemen: Reference attach a schedule to reflect the date, Type and amount of each Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.05 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is made one of the Notes referred to that certain in the Amended and Restated Term Loan Credit and Guaranty Agreement, dated as of October 21June 18, 2015, among Concordia Healthcare Corp. (the “Borrower”), the guarantors party thereto from time to time, any Additional Borrowers that become party thereto from time to time, Xxxxxxx Sachs Bank USA, as administrative agent and collateral agent, and the lenders party thereto from time to time 2018 (as it may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined). The undersigned hereby [gives you notice that] [confirms the telephonic notice previously provided to you that], pursuant to Section 2.11 of the Credit Agreement, on [ ], 20[ ], the undersigned intends to make a prepayment of [Term Loans][Revolving Loans][Swing Line Loans] comprising [Base Rate Loans][Eurocurrency Rate Loans][Canadian Prime Rate Loans], in the aggregate principal amount1 of [$][Cdn.$][£][other Designated Foreign Currency][_________].2 [Remainder of page intentionally left blank] _______________________________________ 1 Subject to $500,000 minimum amount and $100,000 integral multiple requirements in the case of Term Loans denominated in Dollars, £500,000 minimum amount and £100,000 integral multiple requirements in the case of Term Loans denominated in Pounds Sterling, and, in the case of Revolving Loans, aggregate minimum amount and integral multiple requirements of the Prepayment Minimum and Prepayment Multiple, pursuant to Section 2.11(a) of the Credit Agreement. 2 If applicable, in accordance with the first proviso to Section 2.12(a) of the Credit Agreement, include any conditions to effectiveness of this prepayment notice in connection with related transactions. CONCORDIA HEALTHCARE CORP.,as the Borrower By: Name: Title: [Signature Page to Prepayment Notice] EXHIBIT K [FORM OF] INTRA-GROUP SUBORDINATION AGREEMENT [Attached.] EXHIBIT L [FORM OF] ADDITIONAL BORROWER AGREEMENT This Additional Borrower Agreement is dated as of [ ], 20[ ] (this “Agreement”), and is entered into by and among CONCORDIA HEALTHCARE CORP., a corporation incorporated under the laws of the Province of Ontario (the “Borrower”), [ ] a [ ] (the “New Additional Borrower”) and XXXXXXX XXXXX BANK USA, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement). Reference is made to the Credit and Guaranty Agreement, dated as of October 21, 2015 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among CPG International LLC, a Delaware limited liability company (the “Borrower”), the guarantors Lenders party thereto from time to time, and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”). Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any Additional Borrowers that become one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. [Signature Page Follows] CPG INTERNATIONAL LLC, as Borrower By: Name: Title: EXHIBIT C SCHEDULES EXHIBIT D SOLVENCY CERTIFICATE SOLVENCY CERTIFICATE OF CPG INTERNATIONAL LLC AND ITS SUBSIDIARIES June 18, 2018 This Solvency Certificate is delivered pursuant to Section 5(i) of the Incremental Amendment No. 1, dated as of the date hereof (the “Incremental Amendment No. 1”), to the Term Loan Credit Agreement, dated as of September 30, 2013 (as amended by the First Amendment, dated as of February 6, 2014 and the Second Amendment, dated as of May 5, 2017 and as may be further amended and restated pursuant to the Incremental Amendment No. 1 and as may be amended, restated, supplemented, waived or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), by and among CPG International LLC, as borrower (the “Borrower”), CPG Newco LLC, as guarantor, the Lenders party thereto from time to time, Xxxxxxx Sachs Bank USAand Jefferies Finance LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Revolving Loans available to the Borrower and the Additional Borrowers. The Borrower and the New Additional Borrower desire that the New Additional Borrower become an Additional Borrower under the Credit Agreement. The New Additional Borrower represents that (x) the representations and warranties contained undersigned hereby certifies, solely in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and such undersigned’s capacity as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof and (y) it has satisfied the conditions set forth in Section 1.14 of the Credit Agreement. The Borrower agrees that the guarantees of the Obligations contained in the Guaranty and/or the Credit Documents will apply to the Obligations of the New Additional Borrower, to the extent applicable in accordance with the terms thereof. Upon execution of this Agreement by each Chief Financial Officer of the Borrower, and not individually, as follows: As of the New Additional Borrower and the Administrative Agentdate hereof, the New Additional Borrower shall be a party after giving effect to the Credit Agreement and shall constitute an “Additional Borrower” for all purposes thereofconsummation of the Transactions, including the making of the 2018 Incremental Term Loans, and after giving effect to the New Additional Borrower hereby agrees to be bound by all provisions application of the Credit Agreement and the other Credit Documents. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.proceeds of such indebtedness:
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