SECOND LIEN CREDIT AGREEMENT Dated as of July 25, 2014 among KARMAN BUYER CORP., as Borrower KARMAN INTERMEDIATE CORP., as Holdings BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO Bank of America,...Second Lien Credit Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of July 25, 2014, by and among KARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, Bank of America, as a joint bookrunner and a lead arranger, CREDIT SUISSE SECURITIES (USA) LLC, as a joint bookrunner and a lead arranger (“CSS”), DEUTSCHE BANK SECURITIES INC., as a joint bookrunner and a lead arranger (“DBSI”), JEFFERIES FINANCE LLC, as a joint bookrunner and a lead arranger (“Jefferies” and, together with Bank of America, CSS and DBSI, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”), CSS, as syndication agent (in such capacity, including any successor thereto, the “Syndication
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
INTERCREDITOR AGREEMENT dated as of July 25, 2014, between Bank of America, N.A., in its capacity as collateral agent under the First Lien Credit Agreement, including its successors and assigns from time to time, and Bank of America, N.A., in its capacity as collateral agent under the Second Lien Credit Agreement, including its successors and assigns from time to time. Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the First Lien Credit Agreement and the Second Lien Credit Agreement, as applicable.
FIRST LIEN CREDIT AGREEMENT Dated as of July 25, 2014 among KARMAN BUYER CORP., as Borrower KARMAN INTERMEDIATE CORP., as Holdings BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO Bank of America,...First Lien Credit Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of July 25, 2014, by and among KARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A., (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, Bank of America, as a joint bookrunner and a lead arranger, CREDIT SUISSE SECURITIES (USA) LLC, as a joint bookrunner and a lead arranger (“CSS”), DEUTSCHE BANK SECURITIES INC., as a joint bookrunner and a lead arranger (“DBSI”), JEFFERIES FINANCE LLC, as a joint bookrunner and a lead arranger (“Jefferies” and, together with Bank of America, CSS and DBSI, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”), CSS, as syndication agent (in such capacity, including any successor thereto, the “Syndication
SECOND LIEN SECURITY AGREEMENT dated as of July 25, 2014 among KARMAN BUYER CORP., as the Borrower, KARMAN INTERMEDIATE CORP., as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Collateral AgentSecond Lien Security Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This SECOND LIEN SECURITY AGREEMENT, dated as of July 25, 2014 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”), among KARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto, each other Grantor from time to time party hereto and BANK OF AMERICA, N.A., as the Collateral Agent for the Secured Parties (together, with its successors and assigns, the “Collateral Agent”).
FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 4th, 2017 • Advantage Solutions Inc. • Delaware
This FIRST AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT (this “Amendment), is made as of September 29, 2014, by and among Advantage Sales & Marketing Inc., a Delaware corporation (“ASM”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), CVC Capital Partners Advisory Company (Luxembourg) Sárl, a Luxembourg limited liability company (“CVC”), Juggernaut Management, LLC (“Juggernaut” and together with LGP and CVC, the “Sponsors”) and Centerview Capital Management, LLC (“Centerview”).
SECOND LIEN SECURITY AGREEMENT SUPPLEMENT August 22, 2014Second Lien Security Agreement Supplement • May 4th, 2017 • Advantage Solutions Inc.
Reference is hereby made to that certain Second Lien Security Agreement, dated as of July 25, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Security Agreement”) among Advantage Sales & Marketing Inc. (as successor-in-interest to Karman Buyer Corp.), a Delaware corporation (the “Borrower”), Karman Intermediate Corp., a Delaware corporation, the Subsidiary Guarantors party thereto and Bank of America, N.A., as Collateral Agent. Unless otherwise defined herein, capitalized terms defined in the Second Lien Security Agreement and used herein shall have the meanings given to them in the Second Lien Security Agreement.
SECOND LIEN CREDIT AGREEMENT SUPPLEMENTSecond Lien Credit Agreement Supplement • May 4th, 2017 • Advantage Solutions Inc. • New York
SECOND LIEN CREDIT AGREEMENT SUPPLEMENT, dated as of July 25, 2014 (this “Supplement”), by and among Advantage Sales & Marketing, Inc., a Delaware corporation (as successor by merger to, inter alia, Karman Buyer Corp., a Delaware corporation (the “Initial Borrower”), the “Successor Borrower”), Karman Intermediate Corp., a Delaware corporation (“Holdings”), Advantage Sales & Marketing LLC (“ASM LLC”), Advantage Waypoint LLC (together with Holdings and ASM LLC, the “Reaffirming Parties”) and the Administrative Agent (as defined below), to that certain Second Lien Credit Agreement, dated as of July 25, 2014 (the “Credit Agreement”), by and among the Initial Borrower, Holdings, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and the other agents from t
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 4th, 2017 • Advantage Solutions Inc. • Delaware
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of July 25, 2014, is made by and among Advantage Sales & Marketing, Inc., a Delaware corporation (“ASM”), Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”), CVC Capital Partners Advisory Company (Luxembourg) Sárl, a Luxembourg limited liability company (“CVC”) and Juggernaut Management, LLC (“Juggernaut”). Each of LGP, CVC and Juggernaut shall be referred to herein as a “Sponsor” and, collectively, as the “Sponsors”.
FIRST LIEN SECURITY AGREEMENT dated as of July 25, 2014 among KARMAN BUYER CORP., as the Borrower, KARMAN INTERMEDIATE CORP., as Holdings, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, and BANK OF AMERICA, N.A., as Collateral AgentFirst Lien Security Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This FIRST LIEN SECURITY AGREEMENT, dated as of July 25, 2014 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Agreement”), among KARMAN BUYER CORP., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the Subsidiary Guarantors set forth on Schedule I hereto, each other Grantor from time to time party hereto and BANK OF AMERICA, N.A., as the Collateral Agent for the Secured Parties (together, with its successors and assigns, the “Collateral Agent”).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of April 8, 2015 (this “First Amendment”), by and among ADVANTAGE SALES & MARKETING INC., a Delaware corporation (as successor by merger with KARMAN BUYER CORP., the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the other Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents, and JEFFERIES FINANCE LLC, as incremental lender (in such capacity, the “New Term Loan Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
FIRST LIEN CREDIT AGREEMENT SUPPLEMENTFirst Lien Credit Agreement Supplement • May 4th, 2017 • Advantage Solutions Inc. • New York
FIRST LIEN CREDIT AGREEMENT SUPPLEMENT, dated as of July 25, 2014 (this “Supplement”), by and among Advantage Sales & Marketing, Inc., a Delaware corporation (as successor by merger to, inter alia, Karman Buyer Corp., a Delaware corporation (the “Initial Borrower”), the “Successor Borrower”), Karman Intermediate Corp., a Delaware corporation (“Holdings”), Advantage Sales & Marketing LLC (“ASM LLC”), Advantage Waypoint LLC (together with Holdings and ASM LLC, the “Reaffirming Parties”) and the Administrative Agent (as defined below), to that certain First Lien Credit Agreement, dated as of July 25, 2014 (the “Credit Agreement”), by and among the Initial Borrower, Holdings, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and the other agents from tim
FIRST LIEN SECURITY AGREEMENT SUPPLEMENT August 22, 2014First Lien Security Agreement Supplement • May 4th, 2017 • Advantage Solutions Inc.
Reference is hereby made to that certain First Lien Security Agreement, dated as of July 25, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) among Advantage Sales & Marketing Inc. (as successor-in-interest to Karman Buyer Corp.), a Delaware corporation (the “Borrower”), Karman Intermediate Corp., a Delaware corporation, the Subsidiary Guarantors party thereto and Bank of America, N.A., as Collateral Agent. Unless otherwise defined herein, capitalized terms defined in the First Lien Security Agreement Agreement and used herein shall have the meanings given to them in the First Lien Security Agreement.
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 4th, 2017 • Advantage Solutions Inc. • New York
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of May 2, 2017 (this “Second Amendment”), by and among ADVANTAGE SALES & MARKETING INC., a Delaware corporation (as successor by merger with KARMAN BUYER CORP., the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the other Guarantors party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents, BANK OF AMERICA, N.A., as incremental lender (in such capacity, the “Incremental Term B-2 Lender”), the Revolving Lenders signatory hereto as Extending Lenders (in such capacity, the “Series A Revolving Lenders” and, together with the Incremental Term B-2 Lender, the “Amendment No. 2 Lenders”), BANK OF AMERICA, N.A., as swing line lender (in such capacity, the “Swing Line Lender”), and BANK OF AMERICA, N.A. and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as issuing banks (in such ca
