Contract
EXHIBIT 10.1
FOURTH INCREMENTAL TERM FACILITY AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 23, 2017 (this “Incremental Term Facility Amendment”), among Sabre GLBL Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation, a Delaware corporation (“Holdings”), each of the other Loan Parties, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the Lenders party hereto (each a “2017 B-1 Incremental Term Lender” and, collectively “2017 B-1 Incremental Term Lenders”). The joint lead arrangers and joint lead bookrunners for the Fourth Incremental Term Facility Amendment are Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (together with its designated affiliates), Xxxxxxx Sachs Lending Partners LLC, XX Xxxxxx Xxxxx Bank, N.A., Mizuho Bank, Ltd., Xxxxxx Xxxxxxx MUFG Loan Partners, LLC, acting through The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group and Xxxxxx Xxxxxxx Senior Funding, Inc., PNC Bank, National Association and Xxxxx Fargo Securities, LLC.
WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of February 19, 2013 (as amended, amended and restated, modified and/or supplemented through the date hereof, the “Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrower;
WHEREAS, in accordance with the provisions of Section 2.14 of the Credit Agreement and pursuant to a request for Incremental Term Loans in the form of a term sheet dated as of August 1, 2017, posted to a website for the benefit of the Lenders and the 2017 B-1 Incremental Term Lenders, the Borrower has notified the Administrative Agent that it is requesting that the 2017 B-1 Incremental Term Lenders provide 2017 B-1 Incremental Term Loans (as defined below) in the aggregate principal amount of $1,890,500,000 (the “Incremental Request”) on the terms and conditions set forth in this Incremental Term Facility Amendment, the proceeds of which will be used to repay all existing Term B Loans incurred prior to the date hereof (such Term Loans, the “Existing Term B Loans”);
WHEREAS, in accordance with the provisions of Section 2.14 of the Credit Agreement and the terms and conditions set forth herein, the Borrower, Holdings, each of the other Loan Parties, the 2017 B-1 Incremental Term Lenders and the Administrative Agent wish to effect this Incremental Term Facility Amendment with respect to the Incremental Request;
WHEREAS, the Lenders party hereto wish to amend certain provisions of the Credit Agreement as hereinafter provided, on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
SECTION 2 Incremental Term Loan Amendment.
(a) For the avoidance of doubt, (i) this Incremental Term Facility Amendment constitutes an “Incremental Term Facility Amendment” pursuant to which a new Class of Incremental Term Loans is established pursuant to Section 2.14 of the Credit Agreement and (ii) from and after the Fourth Incremental Amendment Effective Date (as hereinafter defined), (A) each reference to “Term B Loan” and “Term B Borrowings” (and related terms as appropriate) in the Credit Agreement (as amended pursuant to Section 3 hereof) and the other Loan Documents shall be deemed to refer to, and constitute, the 2017 B-1
Incremental Term Loans (or a Borrowing thereof, as appropriate) established pursuant to this Incremental Term Facility Amendment, (B) each 2017 B-1 Incremental Term Lender shall constitute a “Lender”, a “Term B Lender” and a “Term Lender” as defined in the Credit Agreement (as amended pursuant to Section 3 hereof) and (C) each reference to a “Term B Commitment” in the Credit Agreement (as amended pursuant to Section 3 hereof) shall be deemed to refer to, and constitute, a 2017 B-1 Incremental Term Commitment (as defined below).
(b) Subject to the terms and conditions set forth herein and the occurrence of the Fourth Incremental Amendment Effective Date (as defined below), each 2017 B-1 Incremental Term Lender agrees and shall be obligated to make 2017 B-1 Incremental Term Loans to the Borrower on the Fourth Incremental Amendment Effective Date in an amount equal to the amount of its 2017 B-1 Incremental Term Commitment. On the Fourth Incremental Amendment Effective Date (after giving effect to this Incremental Term Facility Amendment) the aggregate outstanding amount of the 2017 B-1 Incremental Term Loans shall be $1,890,500,000.
(c) The Administrative Agent has prepared a schedule, in consultation with the Borrower, which sets forth the allocated commitments (with respect to each 2017 B-1 Incremental Term Lender, its “2017 B-1 Incremental Term Commitment” and, collectively, the “2017 B-1 Incremental Term Commitments”) of each 2017 B-1 Incremental Term Lender with respect to the 2017 B-1 Incremental Term Loans. The Administrative Agent has notified each 2017 B-1 Incremental Term Lender of its allocated 2017 B-1 Incremental Term Commitment and each 2017 B-1 Incremental Term Lender by providing its 2017 B-1 Incremental Term Commitment and/or agreeing to the Term Loan Conversions (as defined below), as applicable, has consented to the terms of this Incremental Term Facility Amendment. On the Fourth Incremental Amendment Effective Date, all then outstanding Existing Term B Loans shall be repaid in full as follows:
(i) the outstanding aggregate principal amount of Existing Term B Loans of each existing Term B Lender under the Credit Agreement with respect to Existing Term B Loans immediately prior to giving effect to this Incremental Term Facility Amendment (each, an “Existing Term Lender”) which has executed this Fourth Incremental Term Facility Amendment by executing option A on its signature page and that has a 2017 B-1 Incremental Term Commitment (each, a “2017 Converting B-1 Lender”) shall automatically be converted into 2017 B-1 Incremental Term Loans (each, a “2017 Converted B-1 Incremental Term Loan”) in a principal amount equal to such 2017 Converting B-1 Lender’s 2017 B-1 Incremental Conversion Amount (as defined below) (the “Term Loan Conversion”);
(ii) Bank of America, N.A. (the “New 2017 B-1 Incremental Term Lender”) agrees to make to the Borrower a new Term Loan (each, a “New 2017 B-1 Incremental Term Loan” and, collectively, the “New 2017 B-1 Incremental Term Loans” and, together with the 2017 Converted B-1 Incremental Term Loans, the “2017 B-1 Incremental Term Loans”) in a principal amount equal to the New 2017 B-1 Incremental Term Lender’s 2017 B-1 Incremental Term Commitment on the Fourth Incremental Amendment Effective Date in accordance with the terms and conditions of this Incremental Term Facility Amendment;
(iii) to the extent any Existing Term Lender has a 2017 B-1 Incremental Term Loan Conversion Amount (as defined below) that is less than the full outstanding principal amount of the Existing Term B Loans of such Existing Term Lender, such Existing Term Lender shall be repaid in cash with the proceeds of the 2017 B-1 Incremental Term Loans in an amount equal to the difference between the outstanding principal amount of the Existing Term B Loans of such Existing Term Lender and such Existing Term Lender’s 2017 B-1
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Incremental Term Loan Conversion Amount (the “Non-Converting Portion”). As used herein, “2017 B-1 Incremental Term Loan Conversion Amount” shall mean, as to any 2017 Converting B-1 Lender, the final amount of such 2017 Converting B-1 Lender’s 2017 B-1 Incremental Term Commitment on the Fourth Incremental Amendment Effective Date. The “2017 B-1 Incremental Term Loan Conversion Amount” of any 2017 Converting B-1 Term Lender shall not exceed (but may be less than) the outstanding principal amount of such 2017 Converting B-1 Term Lender’s Existing Term B Loans (determined immediately prior to the Fourth Incremental Amendment Effective Date). All such determinations made by the Administrative Agent and the Borrower shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders, and the Administrative Agent and the Borrower shall have no liability to any Person with respect to such determination; and
(iv) the outstanding aggregate principal amount of Existing Term B Loans of each Term B Lender which (i) is an Existing Term Lender and (ii) is not a 2017 Converting B-1 Lender (a Lender meeting the requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting Lender”) shall be repaid in full in cash with respect to its Existing Term B Loans with the proceeds of the 2017 B-1 Incremental Term Loans.
(d) Each 2017 B-1 Incremental Term Lender hereby agrees to “fund” its 2017 B-1 Incremental Term Loans in an aggregate principal amount equal to such 2017 B-1 Incremental Term Lender’s 2017 B-1 Incremental Term Commitment as follows:
(i) each 2017 Converting B-1 Lender shall fund its Converted 2017 B-1 Incremental Term Loans to the Borrower by converting all or a portion of its then outstanding principal amount of Existing Term B Loans into a Converted 2017 B-1 Incremental Term Loan in an equal principal amount as provided in clause (c)(ii) above; and
(ii) the New 2017 B-1 Incremental Term Lender shall fund in cash an amount equal to its 2017 B-1 Incremental Term Commitment to the Borrower.
(e) On the Fourth Incremental Amendment Effective Date, the Borrower shall pay in cash (x) all accrued but unpaid interest owing with respect to the Existing Term B Loans through the Fourth Incremental Amendment Effective Date and (y) to each Existing Term Lender, any loss, expense or liability due under Section 3.05 of the Credit Agreement.
(f) Promptly following the Fourth Incremental Amendment Effective Date, all Notes, if any, evidencing the Existing Term B Loans shall be cancelled, and any 2017 B-1 Incremental Term Lender may request that its 2017 B-1 Incremental Term Loan be evidenced by a Note pursuant to Section 2.11 of the Credit Agreement.
(g) Notwithstanding anything to the contrary contained in the Credit Agreement, the proceeds of the 2017 B-1 Incremental Term Loans will be used (x) first, to repay the outstanding principal amount of all Existing Term B Loans on the Fourth Incremental Amendment Effective Date and (y) second, for general corporate purposes.
(h) The New 2017 B-1 Incremental Term Lender hereby (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to become a Lender under the Credit Agreement, (B) from and after the Fourth Incremental Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its 2017 B-1 Incremental Term Commitments and New 2017 B-1 Incremental Term Loans, shall have the obligations of a Lender thereunder and (C) it has received a copy of the Credit Agreement, together with copies of the most recent
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financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Term Facility Amendment and to provide 2017 B-1 Incremental Term Commitments and to make New 2017 B-1 Incremental Term Loans on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (ii) agrees that (A) if it is a Foreign Lender, it will promptly (and no later than the Fourth Incremental Amendment Effective Date) deliver to the Administrative Agent any information that is required to be delivered by it pursuant to Section 3.01 of the Credit Agreement, (B) it will, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and (C) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
(i) The Borrower hereby consents, for purposes of Section 11.07(b)(i)(A) of the Credit Agreement, to the assignment on or within ninety (90) days of the Fourth Incremental Amendment Effective Date of any New 2017 B-1 Incremental Term Loans by Bank of America, N.A., as an 2017 B-1 Incremental Term Lender, to (A) any Person that was an Existing Term Lender on the Fourth Incremental Amendment Effective Date (immediately prior to giving effect thereto) or (B) any Eligible Assignee separately identified, and acceptable, to the Borrower.
SECTION 3 Amendments to the Credit Agreement. Each of the parties hereto (which, after giving effect to the incurrence of the 2017 B-1 Incremental Term Loans, includes the Required Lenders) agrees that, effective on the Fourth Incremental Amendment Effective Date (immediately after giving effect to incurrence of the 2017 B-1 Incremental Term Loans), the Credit Agreement shall be amended as follows:
(a) The definition of “Applicable Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended by:
(i) restating the lead in to such definition as follows:
“means (x) with respect to any Term B Loans, (I) for Base Rate Loans, 1.25% and (II) for Eurocurrency Rate Loans, 2.25% and (y) with respect to any Revolving Credit Loans, Letter of Credit Fees and Commitment Fees, the percentages per annum listed in the table below, based upon the Senior Secured First-Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):”; and
(ii) deleting the first grid appearing therein.
(b) The definition of “Credit Agreement Refinancing Indebtedness” set forth in Section 1.01 of the Credit Agreement is hereby amended
(i) by restating in full clause (b) prior to the proviso set forth therein as follows:
“(b) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained in exchange for, or to extend, renew, replace or refinance, in whole or part, then existing Term Loans, Revolving Credit Commitments, outstanding Revolving Credit Loans and related letters of credit and commitments, (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced Debt”);”;
(ii) by inserting at the beginning of clause (i) of the proviso set forth therein the following text: “other than in the case of Incremental Term A Loan Refinancing Indebtedness,”;
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(iii) by restating in full clause (ii) of the proviso set forth therein as follows:
“(ii) such Indebtedness the same maturity or a later maturity than the Refinanced Debt (except such Credit Agreement Refinancing Indebtedness that are Revolving Credit Commitments may in any event have additional mandatory commitment reductions so long as same do not occur prior to the maturity date that previously applied to the commitments being extended)”;
(iv) by restating in full clause (iii) of the proviso set forth therein as follows:
“(iii) in the case of Term Loans (other than Incremental Term A Loan Refinancing Indebtedness), the scheduled amortization applicable to such Indebtedness shall not exceed 1% per annum of the original aggregate principal amount of such extending, renewing or refinancing Indebtedness (taking into account any additions thereto by way of extensions made as part of the respective Class) at any time prior to the final maturity of the respective Refinanced Debt that are Term Loans”; and
(v) by inserting the following proviso to the end of such definition:
“; provided that, notwithstanding anything to the contrary above, the Other Term Loans incurred pursuant to a Refinancing Amendment to be entered into on or as of the Fourth Incremental Amendment Effective Date to refinance in full the Incremental Term A Loans incurred prior to the Fourth Incremental Amendment Effective Date (the “Incremental Term A Loan Refinancing Indebtedness”) shall be deemed to constitute “Credit Agreement Refinancing Indebtedness”.”
(c) The definition of “Repricing Premium” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “Third Incremental Amendment Effective Date” appearing therein and inserting the text “Fourth Incremental Amendment Effective Date” in lieu thereof.
(d) The definition of “Term B Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“‘Term B Commitment’ means as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(a)(i) in an aggregate amount not to exceed such Term B Lender’s 2017 B-1 Incremental Term Commitment (as such term is defined in the Fourth Incremental Term Facility Amendment) or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Term B Commitments of all Term B Lenders shall be $1,890,500,000 on the Fourth Incremental Amendment Effective Date.”
(e) Section 1.01 of the Credit Agreement is hereby amended by adding:
(i) “Fourth Incremental Amendment Effective Date” has the meaning specified in the Fourth Incremental Term Facility Amendment.
(ii) “Fourth Incremental Term Facility Amendment” means that certain Fourth Incremental Term Facility Amendment to Amended and Restated Credit Agreement, date as of August 23, 2017, by and among Holdings, the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.
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(iii) “Incremental Term A Loan Refinancing Indebtedness” has the meaning specified in the Fourth Incremental Term Facility Amendment.
(f) Section 2.01(a)(i) of the Credit Agreement is hereby amended by (x) deleting the text “Third Incremental Term Facility Amendment” appearing therein and inserting the text “Fourth Incremental Term Facility Amendment” in lieu thereof and (y) deleting the text “Third Incremental Amendment Effective Date” appearing therein and inserting the text “Fourth Incremental Amendment Effective Date” in lieu thereof.
(g) Section 2.07(a)(i) of the Credit Agreement is hereby amended by deleting the text “Third Incremental Amendment Effective Date” appearing therein and inserting the text “Fourth Incremental Amendment Effective Date” in lieu thereof.
(h) Section 2.14(a)(i) of the Credit Agreement is hereby amended by deleting in their entirety both provisos after clause (E).
(i) Section 2.14(a)(ii) of the Credit Agreement is hereby amended by deleting the text “the date that is 18 months after the Third Incremental Amendment Effective Date” appearing therein and inserting the text “August 22, 2018” in lieu thereof.
(j) Clause (iii)(y) of the first proviso appearing in Section 2.15(a) of the Credit Agreement is hereby amended by deleting the text “is not prior to” appearing therein and replacing it with “is the same as or later than” in lieu thereof”.
SECTION 4 Representations and Warranties. To induce the other parties hereto to enter into this Incremental Term Facility Amendment, each Loan Party represents and warrants to each of the Lenders party hereto and the Administrative Agent that:
(a) the execution, delivery and performance by each Loan Party of this Incremental Term Facility Amendment has been duly authorized by all necessary corporate, limited liability company and/or partnership action, as applicable, of such Loan Party;
(b) this Incremental Term Facility Amendment has been duly executed and delivered by such Loan Party;
(c) each of this Incremental Term Facility Amendment, the Credit Agreement and each other Loan Document to which each Loan Party is a party, after giving effect to the amendments pursuant to this Incremental Term Facility Amendment and the transactions contemplated hereby, constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and to general principles of equity;
(d) no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Incremental Term Facility Amendment or the Credit Agreement, after giving effect to the amendments pursuant to this Incremental Term Facility Amendment and the transactions contemplated hereby or for the consummation of the transactions contemplated hereby;
(e) the execution, delivery and performance by each Loan Party of this Incremental Term Facility Amendment and the performance of the Credit Agreement, after giving effect to the amendments pursuant to this Incremental Term Facility Amendment, are within such Loan Party’s corporate, limited liability company or limited partnership powers, as applicable, and do not and will not (i) contravene
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the terms of any of such Person’s Organization Documents or (ii) violate any applicable material Law; in the case of this clause (ii), to the extent that such violations would not reasonably be expected to have a Material Adverse Effect; and
(f) immediately before and after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby (i) the representations and warranties of the Borrower and each of the other Loan Parties set forth in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Fourth Incremental Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (ii) no Default shall have occurred and be continuing as of the Fourth Incremental Amendment Effective Date, after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby.
SECTION 5 Effectiveness. This Incremental Term Facility Amendment shall become effective as of the date (the “Fourth Incremental Amendment Effective Date”) on which each of the following conditions shall have been satisfied:
(a) the Administrative Agent (or its counsel) shall have received counterparts of this Incremental Term Facility Amendment that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Guarantor (iv) the Administrative Agent, (iv) each 2017 B-1 Incremental Term Lender and (v) solely with respect to Section 3 hereof, the Lenders constituting Required Lenders (immediately after giving effect to the incurrence of the 2017 B-1 Incremental Term Loans);
(b) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the condition set forth in clause (f) below has been satisfied on or as of the Fourth Incremental Amendment Effective Date;
(c) the Existing Term B Loans of each Non-Converting Lender and the Non-Converting Portion of Existing Term B Loans of each 2017 Converting B-1 Term Lender shall be repaid in cash with the proceeds received from the 2017 B-1 Incremental Term Loans established pursuant to this Incremental Term Facility Amendment and all accrued interest, fees and premiums (if any) in connection with such Existing Term B Loans and the other Existing Term B Loans shall have been paid;
(d) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Incremental Term Facility Amendment on the Fourth Incremental Amendment Effective Date) attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby;
(e) the Administrative Agent shall have received such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of this Incremental Term Facility Amendment and amendment of the Credit Agreement and the other transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent;
(f) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to the 2017 B-1 Incremental Term Loans shall have been satisfied;
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(g) the Administrative Agent shall have received favorable customary legal opinions of (i) Young Xxxxxxx Stargatt & Xxxxxx LLP, Delaware counsel to the Loan Parties and (ii) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, in each case, as to any matter reasonably requested by the Administrative Agent, addressed to each Lender party hereto and the Administrative Agent, dated the Fourth Incremental Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver;
(h) no Default exists as of the Fourth Incremental Amendment Effective Date, both before and immediately after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby;
(i) all of the representations and warranties of the Borrower and each of the other Loan Parties set forth in Article V of the Credit Agreement and in the other Loan Documents (including this Incremental Term Facility Amendment) are true and correct in all material respects on and as of the Fourth Incremental Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(j) the Administrative Agent and the arranger of this Incremental Term Facility Amendment, as applicable, shall have received payment of all fees and other amounts due and payable on or prior to the Fourth Incremental Amendment Effective Date and, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent; and
(k) the Borrower shall have paid to the Administrative Agent for the account of each 2017 B-1 Incremental Term Lender, a non-refundable upfront fee in Dollars and in immediately available funds in an amount equal to 0.125% of the aggregate amount of 2017 B-1 Incremental Term Commitments of such 2017 B-1 Incremental Term Lender as in effect on the Fourth Incremental Amendment Effective Date. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
The Administrative Agent shall notify the Borrower and the 2017 B-1 Incremental Term Lenders of the Fourth Incremental Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 6 Reaffirmation of Guaranty and Security. The Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Incremental Term Facility Amendment or the Credit Agreement, after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby.
SECTION 7 Reference to and effect on the Credit Agreement. From and after the Fourth Incremental Amendment Effective Date, the terms “Agreement”, “this Incremental Term Facility
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Amendment”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Credit Agreement, shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Credit Agreement as amended hereby and as may be further amended, supplemented or otherwise modified from time to time. For the avoidance of doubt, any references to “the date hereof” in the Credit Agreement shall refer to February 19, 2013.
SECTION 8 Counterparts. This Incremental Term Facility Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopy or other electronic image scan transmission of an executed counterpart of a signature page to this Incremental Term Facility Amendment shall be effective as delivery of an original executed counterpart of this Incremental Term Facility Amendment. The Administrative Agent may also require that any such documents and signatures delivered by telecopy or other electronic image scan transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopy or other electronic image scan transmission.
SECTION 9 Governing Law. THIS INCREMENTAL TERM FACILITY AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 10 Jurisdiction. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS INCREMENTAL TERM FACILITY AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS INCREMENTAL TERM FACILITY AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY (IN THE BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS INCREMENTAL TERM FACILITY AMENDMENT, THE BORROWER, HOLDINGS, EACH OTHER GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES NOT TO COMMENCE ANY SUCH LEGAL ACTION OR PROCEEDING IN ANY OTHER JURISDICTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BORROWER, HOLDINGS, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS INCREMENTAL TERM FACILITY AMENDMENT OR OTHER DOCUMENT RELATED THERETO.
SECTION 11 Headings. The headings of this Incremental Term Facility Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 12 No Novation. Other than with respect to the Existing Term B Loans as expressly set forth herein, this Incremental Term Facility Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Incremental Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all
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respects continuing and in full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Incremental Term Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Incremental Term Facility Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental Term Facility Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Incremental Term Facility Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.
SECTION 13 Notices. All communications and notices hereunder shall be given as provided in the Credit Agreement.
SECTION 14 Severability. If any provision of this Incremental Term Facility Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Incremental Term Facility Amendment and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 15 Successors. The terms of this Incremental Term Facility Amendment shall be binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and assigns.
SECTION 16 No Waiver. Except as expressly set forth herein, this Incremental Term Facility Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
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IN WITNESS WHEREOF, the parties hereto have caused this Incremental Term Facility Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.
SABRE GLBL INC., | |
By | |
/s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Senior Vice President and Treasurer | |
SABRE HOLDINGS CORPORATION, | |
By | |
/s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Senior Vice President and Treasurer | |
EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Incremental Term Facility Amendment and agrees to the provisions hereof: GetThere Inc. GetThere L.P. by GetThere Inc., its General Partner xxxxxxxxxx.xxx LLC xxxxxxxxxx.xxx Holdings, Inc. Sabre International Newco, Inc. SabreMark G.P., LLC SabreMark Limited Partnership by SabreMark G.P., LLC., its General Partner TVL Holdings I, LLC TVL Holdings, Inc. TVL LLC TVL LP by TVL LLC, its General Partner TVL Common, Inc. | |
By | |
/s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Treasurer | |
Nexus World Services, Inc. IHS US Inc. InnLink, LLC TravLynx LLC | |
By | |
/s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Treasurer | |
PRISM Group, Inc. | |
PRISM Technologies, LLC | |
By | |
/s/ Xxxxx Xxxxxx | |
Name: Xxxxx Xxxxxx | |
Title: Treasurer | |
BANK OF AMERICA, N.A., as Administrative Agent and a 2017 B-1 Incremental Term Lender | |
By | |
/s/ Xxxxxxx X. Xxxxxxxxxx | |
Name: Xxxxxxx X. Xxxxxxxxxx | |
Title: Vice President | |
By | |
Name: | |
Title: | |
[Signature Page to Fourth Incremental Term Loan Amendment (Sabre)]
AMERICAS 93190561 | ||
I. Election (Check Only One of Boxes A and B below):
A. □ CONSENT AND CASHLESS SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Fourth Incremental Term Facility Amendment to the Amended and Restated Credit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term B Loans for 2017 B-1 Incremental Term Loans in an equal principal amount, (iii) acknowledges and agrees that its 2017 B-1 Incremental Term Loan Conversion Amount may be less than the full principal amount of its Existing Term B Loans which it elects to convert hereunder and (iv) constitutes a 2017 B-1 Incremental Term Lender. |
B. □ ASSIGNMENT SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of its Existing Term B Loans repaid in full in cash in accordance with the terms of the Fourth Incremental Term Facility Amendment to the Amended and Restated Credit Agreement and to promptly purchase from Bank of America, N.A. by assignment 2017 B-1 Incremental Term Loans in an equal principal amount post-closing (or such lesser amount allocated to such Existing Term Lender by BoA Xxxxxxx Xxxxx). |
II. Signature:
Name of Institution: ____________________________________________________
By: | |
Name: | |
Title: | |
For any institution requiring a second signature line: | |
By: | |
Name: | |
Title: | |
[CONSENTING LENDER SIGNATURE PAGES ON FILE WITH ADMINISTRATIVE AGENT]
[Signature Page to Fourth Incremental Term Loan Amendment (Sabre)]
AMERICAS 93190561 | ||
