Closing Settlement Option. ☐ to have the entire aggregate principal amount of its Term B-1 Loan prepaid on the Amendment No. 4 Effective Date and purchase by assignment the aggregate principal amount of Term B-2 Loan committed to separately by the undersigned (or such lesser amount as may be notified to such Lender by the Administrative Agent). , (Name of Institution including branch if applicable) By: Name: Title: [If a second signature is necessary: By: Name: Title:] [Lender signature pages on file with the Administrative Agent] Exhibit A TERM LOAN CREDIT AGREEMENT among VERTIV INTERMEDIATE HOLDING II CORPORATION, as HOLDINGS VERTIV GROUP CORPORATION, as the BORROWER, VARIOUS LENDERS and CITIBANK, N.A., as ADMINISTRATIVE AGENT Dated as of March 2, 2020, as amended by Amendment No. 1, dated as of March 10, 2021, as amended by Amendment No. 2, dated as of June 22, 2023, and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA SECURITIES, INC., XXXXX FARGO SECURITIES, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Terms Generally; Certain Interpretive Provisions and Classification and Reclassification 4647 1.03 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 SECTION 2. AMOUNT AND TERMS OF CREDIT 4950 2.01 The Commitments 4950 2.02 Minimum Amount of Each Borrowing 4951 2.03 Notice of Borrowing 4951 2.04 Disbursement of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Change of Lending Office 5556 2.13 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 Incremental Term Loan Commitments 5759 2.16 Alternate Rate of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEES; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; Proceedings, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 8586
Appears in 1 contract
Closing Settlement Option. ☐ to have 100% of the entire aggregate outstanding principal amount of its the Term B-1 Loan Loans under the Existing Credit Agreement held by such Lender prepaid on the Amendment No. 4 Effective 2 Funding Date and purchase by assignment the aggregate principal amount of Replacement Term B-2 Loan Loans under the Amended Credit Agreement committed to separately by the undersigned (or such lesser amount as may be notified allocated to such Lender by the Administrative Agent). Lead Arrangers) , as a Lender (Name type name of Institution including branch if applicablethe legal entity) By: Name: Title: [If a second signature is necessary: :] By: Name: Title:] : ANNEX A [Lender signature pages on file with the Administrative AgentSee Attached] Exhibit 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 VERTIV INTERMEDIATE HOLDING II CORPORATIONJELD-WEN Holding, incInc., as HOLDINGS VERTIV GROUP CORPORATIONHoldings, JELD-WEN, incInc., as the BORROWERCompany Borrower,Onex BP Finance LP, VARIOUS LENDERS as the Tower Borrower, The Several Lenders from Time to Time Parties Hereto, and CITIBANKBank of America, N.A., as ADMINISTRATIVE AGENT Administrative Agent Dated as of March 2October 15, 20202014 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 amended by Joint Lead Arrangers and Joint Bookrunners Barclays Bank PLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Amendment No. 1, dated as of March 10, 2021, as amended by 1 Lead Arrangers and Bookrunners and Amendment No. 2, dated as of June 22, 2023, 2 Lead Arrangers and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA SECURITIES, INC., XXXXX FARGO SECURITIES, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as CO-DOCUMENTATION AGENTS Bookrunners TABLE OF CONTENTS Page SECTION 1. 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.01 1.1 Defined Terms 1 1.02 Terms Generally; Certain 1.2 Other Interpretive Provisions and Classification and Reclassification 4647 1.03 70 1.3 Accounting 750 1.4 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 71 SECTION 2. 2 AMOUNT AND TERMS OF CREDIT 4950 2.01 The COMMITMENTS 72 2.1 Commitments 4950 2.02 Minimum Amount 72 2.2 Procedure for Borrowing of Each Borrowing 4951 2.03 Notice Loans 72 2.3 Repayment of Borrowing 4951 2.04 Disbursement 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 Funds 5051 2.05 Notes 5052 2.06 Interest. 717 2.11 Inability to Determine Interest Rate Conversions 5152 2.07 Rate; Illegality. 728 2.12 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etcTreatment and Payments. 5354 2.11 Compensation 5456 2.12 739 2.13 Requirements of Law. 850 2.14 Taxes. 861 2.15 Indemnity 884 2.16 Change of Lending Office 5556 2.13 894 2.17 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 895 2.18 Notes 8085 2.19 Incremental Term Credit Extensions 8086 2.20 Refinancing Amendments. 828 2.21 Defaulting Lenders. 849 2.22 Loan Commitments 5759 2.16 Alternate Rate 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 983 3.7 Ownership of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEESProperty; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction Liens 983 3.8 Intellectual Property 983 3.9 Taxes 984 3.10 Federal Regulations 984 3.11 ERISA 994 3.12 Investment Company Act; Other Regulations 994 3.13 Environmental Matters 994 3.14 Accuracy of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; ProceedingsInformation, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The 9095 3.15 Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 85869590
Appears in 1 contract
Closing Settlement Option. ☐ to have 100% of the entire aggregate outstanding principal amount of its the Term B-1 Loan B-2 Loans under the Existing Credit Agreement held by such Lender prepaid on the Amendment No. 4 3 Effective Date and purchase by assignment the aggregate principal amount of Term B-2 Loan B-3 Loans under the Amended Credit Agreement committed to separately by the undersigned (or such lesser amount as may be notified allocated to such Lender by the Administrative Agent). Lead Arrangers) , as a Lender (Name type name of Institution including branch if applicablethe legal entity) By: Name: Title: [If a second signature is necessary: :] By: Name: Title:] : ANNEX A [Lender signature pages on file with the Administrative AgentSee Attached] Exhibit ANNEX A AMENDED TERM LOAN CREDIT AGREEMENT among VERTIV INTERMEDIATE HOLDING II CORPORATIONJELD-WEN Holding, Inc., as HOLDINGS VERTIV GROUP CORPORATIONHoldings, JELD-WEN, Inc., as the BORROWERCompany Borrower, VARIOUS LENDERS The Several Lenders from Time to Time Parties Hereto, and CITIBANKBank of America, N.A., as ADMINISTRATIVE AGENT Administrative Agent Dated as of October 15, 2014 As amended as of July 1, 2015 and, November 1, 2016 and March 27, 20202017 Bank of America, N.A., Xxxxx Fargo Securities, LLC, Barclays Bank PLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and KeyBank National Association as amended by Joint Lead Arrangers and Joint Bookrunners Barclays Bank PLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as Amendment No. 1, dated as of March 10, 2021, as amended by 1 Lead Arrangers and Bookrunners and Amendment No. 22 Lead Arrangers and Bookrunners Barclays Bank PLC and Xxxxxxx Lynch, dated Pierce, Xxxxxx & Xxxxx Incorporated as of June 22, 2023, and as further amended by Amendment No. 3, dated as of December 13, 2023, 3 Lead Arrangers and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA SECURITIES, INC., XXXXX FARGO SECURITIES, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as CO-DOCUMENTATION AGENTS Bookrunners TABLE OF CONTENTS Page SECTION 1. 1 DEFINITIONS AND ACCOUNTING TERMS 1 1.01 1.1 Defined Terms 1 1.02 Terms Generally; Certain 1.2 Other Interpretive Provisions and Classification and Reclassification 4647 1.03 64 1.3 Accounting 645 1.4 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 65 SECTION 2. 2 AMOUNT AND TERMS OF CREDIT 4950 2.01 The COMMITMENTS 66 2.1 Commitments 4950 2.02 Minimum Amount 66 2.2 Procedure for Borrowing of Each Borrowing 4951 2.03 Notice Loans 66 2.3 Repayment of Borrowing 4951 2.04 Disbursement Loans 666 2.4 Fees 666 2.5 Optional Prepayments 67 2.6 Mandatory Prepayments 677 2.7 Conversion and Continuation Options 6969 2.8 Limitations on Eurodollar Tranches 70 2.9 Interest Rates and Payment Dates 700 2.10 Computation of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 700 2.11 Inability to Determine Interest Rate; Illegality 711 2.12 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Treatment and Payments 722 2.13 Requirements of Law 74 2.14 Taxes 75 2.15 Indemnity 777 2.16 Change of Lending Office 5556 2.13 788 2.17 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 788 2.18 Notes 7979 2.19 Incremental Term Credit Extensions 7979 2.20 Refinancing Amendments 811 2.21 Defaulting Lenders 822 2.22 Loan Commitments 5759 2.16 Alternate Rate Modification Offers 833 SECTION 3 REPRESENTATIONS AND WARRANTIES 84 3.1 Financial Condition 85 3.2 No Change 855 3.3 Existence; Compliance with Law 855 3.4 Power; Authorization; Enforceable Obligations 85 3.5 No Legal Bar 866 3.6 Litigation 866 3.7 Ownership of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEESProperty; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction Liens 86 3.8 Intellectual Property 86 3.9 Taxes 877 3.10 Federal Regulations 877 3.11 ERISA 877 3.12 Investment Company Act; Other Regulations 87 3.13 Environmental Matters 87 3.14 Accuracy of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; ProceedingsInformation, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The 888 3.15 Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 858688
Appears in 1 contract
Closing Settlement Option. ☐ to have 100% of the entire aggregate outstanding principal amount of its the Existing U.S. Term B-1 Loan prepaid Loans held by such U.S. Term B-1 Lender repaid on the Amendment No. 4 6 Effective Date and to purchase by assignment from the aggregate Additional U.S. Term B-3 Lender a like principal amount in Dollars of new U.S. Term B-2 Loan committed to separately by the undersigned B-3 Loans (or such lesser amount as may be notified to such Lender by the Administrative AgentAmendment No. 6 Arrangers). ________________________________________, (Name of Institution including branch if applicableInstitution) By: ____________________________________ Name: Title: [If a second signature is necessary: By: ____________________________________ Name: Title:] [Lender signature pages on file with the Administrative Agent] Exhibit A TERM LOAN : EXHIBIT B TO AMENDMENT NO. 6 CREDIT AGREEMENT among VERTIV INTERMEDIATE HOLDING II CORPORATIONDated as of March 28, 2017 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as HOLDINGS VERTIV GROUP CORPORATION, as the BORROWER, VARIOUS LENDERS Lenders and CITIBANKIssuing Banks and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE AGENT Dated as of March 2Administrative Agent and Collateral Agent and ARAMARK SERVICES, 2020INC., 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 amended by Amendment No. 1, dated as of March 10, 2021Borrowers and ARAMARK INTERMEDIATE HOLDCO CORPORATION, as amended by Amendment No. 2, dated as of June 22, 2023, Holdings and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO ___________ JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. N.A. as a Joint Lead Arranger and Joint Bookrunner XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA 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., XXXXX FARGO SECURITIES, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as COCo-DOCUMENTATION AGENTS Documentation Agents TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Terms Generally; Certain Interpretive Provisions and Classification and Reclassification 4647 1.03 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 SECTION 2. AMOUNT AND TERMS OF CREDIT 4950 2.01 The Commitments 4950 2.02 Minimum Amount of Each Borrowing 4951 2.03 Notice of Borrowing 4951 2.04 Disbursement of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Change of Lending Office 5556 2.13 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 Incremental Term Loan Commitments 5759 2.16 Alternate Rate of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEES; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; Proceedings, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 8586ARTICLE I
Appears in 1 contract
Samples: Credit Agreement (Aramark)
Closing Settlement Option. ☐ to have 100% of the entire aggregate outstanding principal amount of its the Existing Term B-1 Loan prepaid B2 Loans held by such Term B2 Lender repaid on the Amendment No. 4 2 Effective Date and to purchase by assignment from the aggregate Additional Term B2 Lender a like principal amount in Dollars of new Term B-2 Loan committed to separately by the undersigned B2 Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent). , (Name of Institution including branch if applicableInstitution) By: Name: Title: [If a second signature is necessary: By: Name: Title:] [Lender signature pages on file with the Administrative Agent] Exhibit A TERM LOAN : EXHIBIT B CREDIT AGREEMENT among VERTIV INTERMEDIATE HOLDING II CORPORATIONDated as of August 12, 2016, as HOLDINGS VERTIV GROUP Amended by Amendment No. 1 on February 13, 2017 and as further Amended by Amendment No. 2 on August 14, 2017 among ENGILITY HOLDINGS, INC., as Holdings, ENGILITY CORPORATION, as the BORROWERBorrower The Several Lenders from Time to Time Parties Hereto, VARIOUS LENDERS and CITIBANKXXXXXX XXXXXXX SENIOR FUNDING, N.A.INC., as ADMINISTRATIVE AGENT Dated as of March 2Administrative Agent and Collateral Agent, 2020XXXXXX XXXXXXX SENIOR FUNDING, INC., as amended by Amendment No. 1Swingline Lender and Issuing Bank and XXXXXX XXXXXXX SENIOR FUNDING, dated as of March 10INC., 2021BARCLAYS BANK PLC, as amended by Amendment No. 2DEUTSCHE BANK SECURITIES, dated as of June 22, 2023, and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A.INC., JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A.N.A., INC. XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA SECURITIESKKR CAPITAL MARKETS LLC REGIONS BANK and SUNTRUST XXXXXXXX XXXXXXXX, INC., XXXXX FARGO SECURITIESas Joint Lead Arrangers and Joint Bookrunners, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as CO-DOCUMENTATION AGENTS TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Terms Generally; Certain Interpretive Provisions and Classification and Reclassification 4647 1.03 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 SECTION 2. AMOUNT AND TERMS OF CREDIT 4950 2.01 The Commitments 4950 2.02 Minimum Amount of Each Borrowing 4951 2.03 Notice of Borrowing 4951 2.04 Disbursement of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Change of Lending Office 5556 2.13 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 Incremental Term Loan Commitments 5759 2.16 Alternate Rate of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEES; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; Proceedings, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 8586Page
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Closing Settlement Option. ☐ to have 100% of the entire aggregate outstanding principal amount of its the Existing U.S. Term B-1 Loan prepaid B Loans held by such U.S. Term B Lender repaid on the Amendment No. 4 5 Effective Date and to purchase by assignment from the aggregate Additional U.S. Term B-2 Lender a like principal amount in Dollars of new U.S. Term B-2 Loan committed to separately by the undersigned Loans (or such lesser amount as may be notified to such Lender by the Administrative AgentAmendment No. 5 Arrangers). ________________________________________, (Name of Institution including branch if applicableInstitution) By: ____________________________________ Name: Title: [If a second signature is necessary: By: ____________________________________ Name: Title:] [Lender signature pages on file with the Administrative Agent] Exhibit A TERM LOAN : EXHIBIT B TO AMENDMENT NO. 5 CREDIT AGREEMENT among VERTIV INTERMEDIATE HOLDING II CORPORATIONDated as of March 28, 2017 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as HOLDINGS VERTIV GROUP CORPORATION, as the BORROWER, VARIOUS LENDERS Lenders and CITIBANKIssuing Banks and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE AGENT Dated as of March 2Administrative Agent and Collateral Agent and ARAMARK SERVICES, 2020INC., 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 amended by Amendment No. 1, dated as of March 10, 2021Borrowers and ARAMARK INTERMEDIATE HOLDCO CORPORATION, as amended by Amendment No. 2, dated as of June 22, 2023, Holdings and as further amended by Amendment No. 3, dated as of December 13, 2023, and as further amended by Amendment No. 4, dated as of December 13, 2023June 13, 2024 CITIBANK, N.A.,N.A., THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO ___________ JPMORGAN CHASE BANK, N.A.,BOFA SECURITIESN.A., INC. N.A. as a Joint Lead Arranger and Joint Bookrunner XXXXXXX XXXXX LENDING PARTNERS LLC, BOFA 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., XXXXX FARGO SECURITIES, LLC, and PNC CAPITAL MARKETS LLC, ING CAPITAL LLC and DEUTSCHE BANK SECURITIES INC. as JOINT LEAD ARRANGERS AND BOOKRUNNERS BMOPNC CAPITAL MARKETS CORP., BARCLAYSDEUTSCHE BANK PLC and SECURITIES INC., STANDARD CHARTERED BANK and THE BANK OF NOVA SCOTIA as COCo-DOCUMENTATION AGENTS Documentation Agents TABLE OF CONTENTS Page SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Terms Generally; Certain Interpretive Provisions and Classification and Reclassification 4647 1.03 Limited Condition Transactions 4748 1.04 Divisions 4849 1.05 Currency Equivalents Generally 4849 1.06 Treatment of Subsidiaries Prior to Joinder 4849 SECTION 2. AMOUNT AND TERMS OF CREDIT 4950 2.01 The Commitments 4950 2.02 Minimum Amount of Each Borrowing 4951 2.03 Notice of Borrowing 4951 2.04 Disbursement of Funds 5051 2.05 Notes 5052 2.06 Interest Rate Conversions 5152 2.07 Pro Rata Borrowings 5152 2.08 Interest 5153 2.09 Interest Periods 5253 2.10 Increased Costs, Illegality, etc. 5354 2.11 Compensation 5456 2.12 Change of Lending Office 5556 2.13 Replacement of Lenders 5556 2.14 Extended Term Loans 5557 2.15 Incremental Term Loan Commitments 5759 2.16 Alternate Rate of Interest 5961 2.17 [Reserved] 6365 2.18 Refinancing Term Loans 6365 2.19 Reverse Dutch Auction Repurchases 6566 2.20 Open Market Purchases 6667 SECTION 3. [RESERVED] 6668 SECTION 4. FEES; REDUCTIONS OF COMMITMENT 6668 4.01 Fees 6668 4.02 Mandatory Reduction of Commitments 6768 SECTION 5. PREPAYMENTS; PAYMENTS; TAXES 6769 5.01 Voluntary Prepayments 6769 5.02 Mandatory Repayments 6870 5.03 Method and Place of Payment 7173 5.04 Net Payments 7173 SECTION 6. CONDITIONS PRECEDENT TO CREDIT EVENTS ON THE CLOSING DATE 7375 6.01 Term Loan Credit Agreement 7375 6.02 Opinions of Counsel 7375 6.03 Corporate Documents; Proceedings, etc. 7375 6.04 Intercreditor Agreement 7375 6.05 Security Agreements 7375 6.06 Subsidiaries Guaranty 7476 6.07 Financial Statements 7476 6.08 Solvency Certificate 7476 6.09 Fees, etc. 7476 6.10 Representations and Warranties 7476 6.11 Patriot Act; Beneficial Ownership Regulation 7576 6.12 Borrowing Notice 7576 6.13 Officer’s Certificate 7576 6.14 [Reserved] 7577 6.15 Flood Documentation 7577 6.16 Repayment of Existing Indebtedness 7577 SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS AFTER THE CLOSING DATE 7577 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 7577 8.01 Organizational Status 7577 8.02 Power and Authority; Enforceability 7577 8.03 No Violation 7677 8.04 Approvals 7678 8.05 Financial Statements; Financial Condition 7678 8.06 Litigation 7778 8.07 True and Complete Disclosure 7778 8.08 Use of Proceeds; Margin Regulations 7779 8.09 Tax Returns and Payments 7779 8.10 ERISA 7879 8.11 The Security Documents 7880 8.12 Properties 7981 8.13 Capitalization 7981 8.14 Subsidiaries 7981 8.15 Compliance with Statutes, OFAC Rules and Regulations; Patriot Act; FCPA 7981 8.16 Investment Company Act 8081 8.17 [Reserved] 8081 8.18 Environmental Matters 8082 8.19 Labor Relations 8082 8.20 Intellectual Property 8082 SECTION 9. AFFIRMATIVE COVENANTS 8182 9.01 Information Covenants 8182 9.02 Books, Records and Inspections; Conference Calls 8486 9.03 Maintenance of Property; Insurance 8586ARTICLE I
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Samples: Credit Agreement (Aramark)