2- (b) Except as otherwise expressly set forth herein, the 2021-2 Incremental Term Loans shall have terms that are identical to those of the Existing Term Loans (after giving effect to the amendments set forth herein). The Borrower shall pay any fees...
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Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3, dated as of June 22, 2021 (this “Amendment”), to the First Lien Term Loan Credit Agreement, dated as of November 21, 2017 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 23, 2020, by that certain Amendment No. 2 to Credit Agreement, dated as of January 20, 2021, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among XXX QUALITY FOODS, LLC, a Delaware limited liability company (the “Borrower”), XXX BRANDS HOLDINGS, LLC (f/k/a UM-U INTERMEDIATE, LLC), a Delaware limited liability company (the “Parent”), Bank of America, N.A., as Administrative Agent and Collateral Agent and each lender from time to time party thereto. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein. W I T N E S S E T H: WHEREAS, (a) Section 2.14 of the Credit Agreement provides that the Borrower may from time to time request Incremental Term Loans with only the consent of the Additional Lenders and the Administrative Agent (in addition to the Borrower) and (b) the Borrower hereby requests the issuance of Incremental Term Loans (the “2021-2 Incremental Term Loans”) in the form of an increase to the amount of Term Loans outstanding on the Third Amendment Effective Date immediately before giving effect to this Amendment (the “Existing Term Loans”), pursuant to and on the terms set forth herein and in Section 2.14 of the Credit Agreement; WHEREAS, each Additional Lender identified on Schedule 1 hereto (each, a “2021-2 In- cremental Term Lender”) has agreed, on a several and not joint basis, subject to the terms and conditions set forth herein and in the Credit Agreement, to provide 2021-2 Incremental Term Loans in the aggregate principal amount set forth opposite each 2021-2 Incremental Term Lender’s name on Schedule 1 hereto (the amount set forth opposite each Lender’s name, such Lender’s “2021-2 Incremental Term Commit- ment”), and the total amount of 2021-2 Incremental Term Loans to be made pursuant to this Amendment shall be $75,000,000; WHEREAS, each of BofA Securities, Inc. and Xxxxxxx Xxxxx Bank USA will act as joint lead arrangers and joint bookrunners for the 2021-2 Incremental Term Loans (collectively, the “Lead Ar- rangers”); NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I Incremental Facility Amendment Section 1.1. (a) With respect to the 2021-2 Incremental Term Loans, this Amendment is an Incremental Facility Amendment referred to in Section 2.14(d) of the Credit Agreement and is being incurred in reliance on the Incremental Incurrence Test. The Borrower and the Additional Lenders hereby agree that, subject to the satisfaction of the conditions in Article III hereof, on the Third Amendment Ef- fective Date (as defined below), the 2021-2 Incremental Term Commitment of each 2021-2 Incremental Term Lender shall become effective. Subject to the satisfaction of the conditions set forth in Article III hereof, the Incremental Facility Closing Date with respect to this Amendment shall be the Third Amend- ment Effective Date.
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-3- provided to the Borrower on the Third Amendment Effective Date pursuant to Section 2.14 and Amendment No. 3. “2021-2 Incremental Term Lender” means, at any time, each Lender holding a 2021-2 Incremental Term Loan at such time. “Amendment No. 3” means that certain amendment to this Agreement, dated as of the Third Amendment Effective Date, by and among the Borrower, the Parent, the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and each Additional Lender and any other Lender party thereto. “Third Amendment Effective Date” means June 22, 2021. (c) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: “Initial Term Lender” means, at any time, any Lender that has an Initial Term Commitment or an Initial Term Loan at such time. For the avoidance of doubt, (i) from and after the Second Amendment Effective Date, each 2021 New Term Lender shall constitute an Initial Term Lender and (ii) from and after the Third Amendment Effective Date, each 2021-2 Incremental Term Lender shall constitute an Initial Term Lender, in each case, for all purposes hereunder. “Initial Term Loan” means a Loan made pursuant to Section 2.01. For the avoidance of doubt, (i) from and after the Second Amendment Effective Date, 2021 New Term Loans shall constitute Initial Term Loans and (ii) from and after the Third Amendment Effective Date, 2021-2 Incremental Term Loans shall constitute Initial Term Loans, in each case, for all purposes hereunder. “Lead Arrangers” means (i) as of the Closing Date, Bank of America, N.A. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred), Xxxxxxx Sachs Bank USA, Manufacturers and Traders Trust Company and PNC Capital Markets LLC, in their capacities as Joint Lead Arrangers and Joint Bookrunners under this Agreement (ii) as of the Second Amendment Effective Date, BofA Securities, Inc., Xxxxxxx Xxxxx Bank USA and Credit Suisse Loan Funding LLC, in their capacities as Joint Lead Arrangers and Joint Bookrunners under Amendment No. 2 and (iii) as of the Third Amendment Effective Date, BofA Securities, Inc. and Xxxxxxx Sachs Bank USA, in their capacities as Joint Lead Arrangers and Joint Bookrunners under Amendment No. 3. “Lender” has the meaning specified in the introductory paragraph to this Agreement, any 2021 New Term Lender, any 2021-2 Incremental Term Lender and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”. “Maturity Date” means (a) with respect to the 2021 New Term Loans and the 2021- 2 Incremental Term Loans, the seventh anniversary of the Second Amendment Effective Date, (b) with respect to any Extended Term Loan, the maturity date applicable to such Extended Term Loan in accordance with the terms hereof or (c) with respect to any
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-4- Incremental Term Loan, the maturity date applicable to such Incremental Term Loan in accordance with the terms hereof; provided that if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day. “Term Commitments” means an Initial Term Commitment, a 2021 Refinancing Term Commitment, a 2021 Incremental Term Commitment, a 2021-2 Incremental Term Commitment, a commitment in respect of any other Incremental Term Loans, or a commitment in respect of any Extended Term Loans or any combination thereof, as the context may require. “Term Loans” means the Initial Term Loans, the 2021 New Term Loans, the 2021 Refinancing Term Loans, the 2021 Incremental Term Loans, the 2021-2 Incremental Term Loans, any other Incremental Term Loans and the Extended Term Loans.
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-8- Section 4.6. At the time of and immediately after giving effect to this Amendment and any 2021-2 Incremental Term Loans made pursuant hereto on the Third Amendment Effective Date, the Parent, the Borrower and its Subsidiaries (on a consolidated basis) are Solvent. ARTICLE V Miscellaneous Section 5.1. Counterparts. This Amendment may be executed in any number of coun- terparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment may be in the form of an electronic record and may be executed using electronic signatures (including, without limitation, facsimile and a “pdf”) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America of a manually signed paper communication which has been converted into electronic form (such as scanned into “pdf” format), or an electronically signed communication converted into another format, for transmission, de- livery and/or retention. For the avoidance of doubt, the foregoing also applies to any amendment, exten- sion or renewal of this Amendment. Section 5.2. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 5.3. Waiver of Right to Trial by Jury. SECTION 10.15 OF THE CREDIT AGREEMENT IS INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS. Section 5.4. Headings. The headings of this Amendment are for purposes of refer- ence only and shall not limit or otherwise affect the meaning hereof. Section 5.5. Acknowledgement and Reaffirmation of Guarantors. The Guarantors acknowledge and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Loan Documents. Each Guarantor hereby ratifies and confirms its obligations under the Loan Documents, including the Collateral and Guar- xxxxx Requirement and including, without limitation, its guarantee of the Obligations (including the 2021- 2 Incremental Term Loans) and its grant of the security interest in the Collateral (as defined in the Collat- eral Documents) to secure the Obligations (including the 2021-2 Incremental Term Loans). Section 5.6. Costs and Expenses. Subject to the limitations set forth in Section 10.04 of the Credit Agreement, the Borrower agrees to pay all reasonable and documented out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out of pocket expenses of one counsel for the Administrative Agent with respect thereto). Section 5.7. Effect of Amendment. On and after the Third Amendment Effective Date, each reference to the Credit Agreement in any Loan Document (including to any Exhibit or Schedule
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[Signature Page to Amendment No. 3 to Credit Agreement] And with respect to Section 5.5 of this Amendment, XXX BRANDS HOLDINGS, LLC (f/k/a UM-U INTERMEDIATE, LLC), as a Guarantor By: Name: Title: XXX QUALITY FOODS, LLC, as a Guarantor By: Name: Title: UTZTRAN, L.L.C. , as a Guarantor By: Name: Title: GH POP HOLDINGS LLC, as a Guarantor By: Name: Title: GOOD HEALTH NATURAL PRODUCTS LLC, as a Guarantor By: Name: Title: Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer
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[Signature Page to Amendment No. 3 to Credit Agreement] CONDOR SNACK FOODS, LLC, as a Guarantor By: Name: Title: SNIKIDDY, LLC, as a Guarantor By: Name: Title: SRS LEASING - GRAMERCY GP, LLC, as a Guarantor By: Name: Title: SRS LEASING - GRAMERCY, LP, as a Guarantor By: SRS LEASING - GRAMERCY GP LLC Its: General Partner By: Name: Title: GOLDEN FLAKE SNACK FOODS, INC. , as a Guarantor By: Name: Title: Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Xxxxx Xxxxxxxx Chief Executive Officer
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[Signature Page to Amendment No. 3 to Credit Agreement] HERON HOLDING CORPORATION, as a Guarantor By: Name: Title: INVENTURE - GA, INC., as a Guarantor By: Name: Title: INVENTURE FOODS, INC., as a Guarantor By: Name: Title: XXXXXXX ENDEAVORS, LLC, as a Guarantor By: Name: Title: XX XXXXXX PROPERTIES, INC., as a Guarantor By: Name: Title: TEJAS PB DISTRIBUTING, INC., as a Guarantor By: Name: Title: Dylan Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer
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[Signature Page to Amendment No. 3 to Credit Agreement] KITCHEN COOKED, INC., as a Guarantor By: Name: Title: FLAMINGO HOLDINGS, LLC, as a Guarantor By: Name: Title: TRUCO HOLDCO INC., as a Guarantor By: Name: Title: MERIDIAN DISTRIBUTION COMPANY, as a Guarantor By: Name: Title: MERIDIAN BRANDS, INC., as a Guarantor By: Name: Title: TRUCO GP, INC., as a Guarantor By: Name: Title: Dylan Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer Chief Executive Officer President
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[Signature Page to Amendment No. 3 to Credit Agreement] TRUCO ENTERPRISES, LP, as a Guarantor By: Name: Title: Xxxxx Xxxxxxxx Chief Executive Officer
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[Signature Page to Amendment No. 3 to Credit Agreement] BANK OF AMERICA, N.A., as 2021-2 Incremental Term Lender By: Name: Xxxxxxx Xxxxxx Title: Managing Director
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Schedule 1 2021-2 Incremental Term Commitments Additional Lender Percentage 2021 Incremental Term Commitment Bank of America, N.A 100% $75,000,000 Total 100% $75,000,000