INITIAL BORROWER. AB-ABBOTT PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P. By: AB-Abbot Private Equity Investors G.P. L.P., its general partner By: Name: Title: INITIAL GENERAL PARTNER: AB-ABBOTT PRIVATE EQUITY INVESTORS G.P. L.P. By: Name: Title: AB-Abbott Private Equity Investors – Revolving Credit Agreement ADMINISTRATIVE AGENT AND LENDERS: HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: Name: Title: Acknowledged and agreed to with respect to Section 5.4 only: INVESTMENT MANAGER: AB PRIVATE CREDIT INVESTORS LLC By: Name: Title: By: Name: Title: AB-Abbott Private Equity Investors – Revolving Credit Agreement SCHEDULE I Credit Party Information AIV Borrowers: N/A Parallel Fund Borrowers: N/A Credit Party Collateral Accounts Account Number Credit Party 00000000 AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P. 11372448 AB-Abbott Private Equity Investors 2020 (Delaware) Fund L.P. 11712114 AB-Abbott Private Equity Solutions 2021 (Delaware) Fund L.P. 11472941 AB Private Credit Investors Corporation 10588093 AB Private Credit Investors Middle Market Direct Lending Fund L.P. 11922770 AB-Abbott Private Equity Solutions 2022 (Delaware) Fund L.P. 11598067 AB-Abbott Private Equity Solutions 2023 (Delaware) Fund L.P. Constituent Documents Document Description Credit Party First Amended and Restated Agreement of Limited Partnership dated February 28, 2019 by and among AB-Abbott Private Equity Investors G.P. L.P., as the general partner, and each person admitted thereto as a limited partner AB-Abbott Private Equity Investors 2019 (Delaware) Fund L.P. First Amended and Restated Agreement of Limited Partnership dated January 2, 2020 by and among AB-Abbott Private Equity Investors 2020 G.P. L.P., as the general partner, and each person admitted thereto as a limited partner AB-Abbott Private Equity Investors 2020 (Delaware) Fund L.P. First Amended and Restated Agreement of Limited Partnership dated January 19, 2021 by and among AB-Abbott Private Equity Solutions 2021 G.P. L.P., as the general partner, and each person admitted thereto as a limited partner AB-Abbott Private Equity Solutions 2021 (Delaware) Fund L.P. Articles of Incorporation dated February 6, 2016, as amended by the Amended Articles of Incorporation dated April 22, 2016, as amended by the Articles of Amendment and Restatement dated August 7, 2017, as amended by the Articles of Amendment dated September 14, 2021 AB Private Credit Investors Corporation Sixth Amended and Restated Agr...
INITIAL BORROWER. Each of the parties acknowledges and agrees that:
INITIAL BORROWER. Initial Borrower shall not: (i) make any Restricted Payment, except Investments deemed to exist by virtue of the Escrow Agreement and Investments to consummate the Acquisition, including Investments in any direct or indirect Subsidiary of the Initial Borrower which facilitates such Subsidiary’s or its, direct or indirect, Subsidiary’s consummation of the Acquisition (the “Purchase Price Pushdown”); (ii) Incur any Indebtedness except (A) the Initial Term Loans and, (B) the Backstop Facility, (C) Incremental Term Loans incurred to repay the Initial Term Loans prepaid pursuant to the final proviso to Section 2.5(a)(i) and (D) Indebtedness that is not secured by a Lien on any assets, property or Capital Stock owned by the Initial Borrower, the proceeds of which Indebtedness are used solely for deposit with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds of the Initial Term Loans, to enable the Initial Borrower to make the deposit of the Additional Escrow Deposit Amount; provided that if the Initial Borrower Incurs such Indebtedness from Holdings or any of its Subsidiaries such Indebtedness is subordinated in right of payment to the Obligations in a customary manner; (iii) Incur any Liens except in favor of the Administrative Agent for the benefit of the Secured Parties and Customary Permitted Liens; (iv) enter into any merger, consolidation or sale of all or substantially all of its assets except for the Initial Borrower Merger; (v) make any Asset Sale, except the release of the amounts in the Escrow Account in accordance with the terms of the Escrow Agreement and the Purchase Price Pushdown; or (vi) engage in any transaction with its Affiliates except the Purchase Price Pushdown or (vii) form or acquire any new Subsidiaries, except in connection with the consummation of the Acquisition; except, in the case of each of the foregoing, (A) Incurring Indebtedness hereunder and under any Backstop Agreement, issuing capital stock to, and receiving capital contributions from, any parent, performing its obligations under this Agreement, the Purchase and Sale Agreement, any Backstop Agreement, the Escrow Agreement and any other agreement relating to a Backstop Agreement, forming subsidiaries to consummate the Acquisition, contributing, advancing or otherwise transferring the proceeds of the Initial Term Loans and the Backstop Facility, if any, to consummate the Acquisition, the Refinancing, consummating the Release and repay...
INITIAL BORROWER. X.X. COSMETICS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Credit Agreement ADMINISTRATIVE AGENT: BANK OF MONTREAL, as Administrative Agent By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Credit Agreement LENDERS: BANK OF MONTREAL, as a Lender, an L/C Issuer and Swing Line Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Credit Agreement LENDERS (cont’d): JEFFERIES FINANCE LLC, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Signature Page to Credit Agreement LENDERS (cont’d): U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature Page to Credit Agreement LENDERS (cont’d): Ally Commercial Finance LLC, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director Signature Page to Credit Agreement Exhibit A Form of Committed Loan Notice Date: , To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Credit Agreement dated as of January 31, 2014 (as extended, renewed, modified, supplemented, amended or restated from time to time, the “Credit Agreement”), by and among X.X. Cosmetics Holdings, Inc., a Delaware corporation (“Holdings”), as the initial borrower (the “Initial Borrower” each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” under the Credit Agreement pursuant to a Joinder Agreement, are referred to herein individually as a “Borrower” and collectively as the “Borrowers”), the Guarantors party thereto, certain Lenders which are signatories thereto, and Bank of Montreal, as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. Ladies and Gentlemen: [The undersigned refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.02 of the Credit Agreement, of a Borrowing requested by 1 and, in connection therewith, sets forth the following information:
INITIAL BORROWER. AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Director SSB – AB CRE – Revolving Credit Agreement ADMINISTRATIVE BANK AND LENDERS: State Street Bank and Trust Company, as Administrative Bank and a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President SSB – AB CRE – Revolving Credit Agreement Acknowledged and agreed to with respect to Section 5.4 only: INVESTMENT MANAGER: ALLIANCEBERNSTEIN L.P., By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Assistant Secretary
INITIAL BORROWER. GEORGE’S STOR-MOR REALTY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written.
INITIAL BORROWER. GSM TWO, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: INTERIM BORROWER 1: PSC ASHEVILLE OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: INTERIM BORROWER 2: PARCELS J&K ASHEVILLE, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: INTERIM BORROWER 3: TRISIB ASHEVILLE, LLC, a Delaware limited liability company By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER 1: SST II ASHEVILLE I, LLC, a Delaware limited liability company By: Strategic Storage Trust II, Inc., a Maryland corporation, its manager By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: President The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER 2: SST II ASHEVILLE II, LLC a Delaware limited liability company By: Strategic Storage Trust II, Inc., a Maryland corporation, its manager By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx
INITIAL BORROWER. AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC By: Name: Title: SSB – AB CRE – Revolving Credit Agreement ADMINISTRATIVE BANK AND LENDERS: State Street Bank and Trust Company, as Administrative Bank and a Lender By: Name: Title: SSB – AB CRE – Revolving Credit Agreement Acknowledged and agreed to with respect to Section 5.4 only: INVESTMENT MANAGER: ALLIANCEBERNSTEIN L.P., By: Name: Title: SSB – AB CRE – Revolving Credit Agreement SCHEDULE I Credit Party Information [This schedule has been intentionally omitted] SCHEDULE II Commitments Lender Name Commitment Uncommitted Tranche Commitment State Street Bank and Trust Company $ 65,000,000 Up to $ 40,000,000 TOTAL: $ 65,000,000 Up to $ 40,000,000 SCHEDULE III Credit Party Organizational Structure [This schedule has been intentionally omitted] SCHEDULE IV Administrative Bank Account Information
