GUARANTOR JOINDER AGREEMENT
Exhibit 10.11.12
EXECUTION VERSION
THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed as of December 29, 2014 by Ancestry International DNA, LLC, a Delaware limited liability company (the “Joining Party”), and delivered to Barclays Bank PLC, as Administrative Agent and as Collateral Agent, for the benefit of the Secured Parties and their respective successors and assigns under the Credit Agreement (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.
W I T N E S S E T H :
WHEREAS, Xxxxxxxx.xxx LLC (f/k/a Anvil US 1 LLC), a Delaware limited liability company (“Holdings”), Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.), a Delaware corporation (“U.S. Holdings”), Xxxxxxxx.xxx Inc. (f/k/a Global Generations Merger Sub Inc.), a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent (together with any successor Administrative Agent, the “Administrative Agent”), have entered into a Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, modified, restated and/or supplemented from time to time, including by (i) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, between Ancestry International LLC (f/k/a Anvil US 2 LLC), a Delaware limited liability company, and the Administrative Agent, (ii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, between Anvilire (f/k/a Anvilire Limited), an Irish unlimited liability company, and the Administrative Agent, (iii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, between Anvilire One (f/k/a Anvilire One Limited), an Irish unlimited liability company, and the Administrative Agent, (iv) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Ancelux 3 S.à x.x., a private limited liability company incorporated and existing under Luxembourg law, Ancelux 4 S.à x.x., a private limited liability company incorporated and existing under Luxembourg law, and the Administrative Agent, (v) that certain Guarantor Joinder Agreement, dated as of May 10, 2013, between Ancestry Ireland DNA LLC, a Delaware limited liability company, and the Administrative Agent, (vi) that certain Guarantor Joinder Agreement, dated as of May 10, 2013, among Ancestry Information Operations Company, an Irish company, Ancestry International DNA Company, an Irish company, and the Administrative Agent, (vii) that certain Amendment No.1, dated as of May 15, 2013, among Holdings, U.S. Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders listed on the signature pages thereto and the Administrative Agent, (viii) that certain Guarantor Joinder Agreement, dated as of September 27, 2013, between Anvilire Two, an Irish unlimited liability company, and the Administrative Agent, (ix) that certain Guarantor Joinder Agreement, dated as of December 23, 2013, between Find A Grave, Inc., a Delaware corporation, and the Administrative Agent and (x) that certain Amendment No. 2, dated as of December 30, 2013, among Holdings, U.S. Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders listed on the signature pages thereto and the Administrative Agent, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participations in, Letters of Credit for the account of, the Borrower, all as contemplated therein;
WHEREAS, Holdings and/or one or more of their respective Subsidiaries may at any time and from time to time enter into one or more (i) Specified Swap Agreements with one or more Qualified Counterparties and/or (ii) Cash Management Obligations with a Qualified Counterparty or other bank or financial institution;
WHEREAS, the Joining Party is a direct or indirect Subsidiary of Holdings and desires, or is required pursuant to the provisions of the Credit Agreement, to become a Subsidiary Guarantor under the Credit Agreement; and
WHEREAS, the Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit for the account of, the Borrower, in each case pursuant to the Credit Agreement and the entering into by the Borrower and/or one or more of Holdings’ Subsidiaries of Specified Swap Agreements and/or Cash Management Obligations, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding recital and (ii) induce (x) the Lenders to continue to make Loans to the Borrower and the Issuing Lenders to continue to issue Letters of Credit for the account of the Borrower pursuant to the Credit Agreement and (y) the Qualified Counterparties to continue to enter into Specified Swap Agreements and/or Cash Management Obligation with the Borrower and/or one or more of Holdings’ Subsidiaries;
NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties and hereby covenants and agrees with the Administrative Agent for the benefit of the Secured Parties as follows:
1. By this Joinder, the Joining Party becomes a Subsidiary Guarantor for all purposes under the Credit Agreement. The information set forth in Annex A hereto is hereby added to the information set forth in the schedules to the Credit Agreement.
2. The Joining Party agrees that, upon its execution hereof, it will become a Subsidiary Guarantor under the Credit Agreement with respect to all Guaranteed Obligations, and will be bound by all terms, conditions and duties applicable to a Subsidiary Guarantor under the Credit Agreement and the other Loan Documents. Without limitation of the foregoing, and in furtherance thereof, the Joining Party unconditionally, absolutely and irrevocably guarantees on a joint and several basis the due and punctual payment and performance of all Guaranteed Obligations (on the same basis as the other Subsidiary Guarantors under the Credit Agreement).
3. Without limiting the foregoing, the Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by each Subsidiary Guarantor pursuant to Section 10 of the Credit Agreement and agrees to be bound by all covenants, agreements and obligations of a Subsidiary Guarantor pursuant to the Credit Agreement and all other Loan Documents to which it is or becomes a party. The Joining Party hereby represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor under the Credit Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date. Each reference to a Subsidiary Guarantor in the Credit Agreement shall be deemed to include the Joining Party.
4. This Joinder shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns; provided that the Joining Party may not assign any of its rights, obligations or interest hereunder or under any other Loan Document, except as otherwise permitted by the Loan Documents. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). This Joinder may be executed in any number of counterparts and by the different parties hereto or separate counterparties, each of which when so executed or delivered shall be an original, but all of which together shall constitute one and the same instrument. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto. Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an executed original counterpart.
5. From and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
6. The effective date of this Joinder is the date first above written.
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IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed and delivered by a duly authorized officer on the date first above written.
| ANCESTRY INTERNATIONAL DNA, LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxxx | ||
| Title: Chief Financial Officer | ||
[Signature Page to Guarantor Joinder Agreement – Ancestry International DNA, LLC]
| Accepted as of the date first above written: | ||
| BARCLAYS BANK PLC, as Administrative Agent | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Assistant Vice President | ||
[Signature Page to Guarantor Joinder Agreement – Ancestry International DNA, LLC]
ANNEX A
Schedule 6.19(a)
| Grantor |
Type of Filing |
Filing Office | ||
| Ancestry International DNA, LLC | UCC-1 | Delaware Secretary of State |
