Common Contracts

FIRST LIEN CREDIT AGREEMENT

First Lien Credit Agreement • January 25th, 2018

• Contract Type
  First Lien Credit Agreement
• Filed
  January 25th, 2018

WHEREAS, pursuant to the Stock Purchase Agreement, dated as of November 13, 2017 (the “Acquisition Agreement”), by and among, inter alios, the Initial Borrower, the Company, Prometric Inc., a Delaware corporation (“Prometric”) and Educational Testing Service, a nonprofit nonstock corporation organized under the Education Law of the State of New York (the “Seller”), the Initial Borrower will, immediately following the initial funding hereunder, (i) acquire all of the issued and outstanding shares of capital stock of the Company from the Seller (the “Acquisition”) and (ii) will merge (the “Merger”) with and into the Company, with the Company surviving the Merger and succeeding to all the rights and obligations of the Initial Borrower under this Agreement and the other Loan Documents;