FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTCredit Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN CREDIT AGREEMENT, dated as of March 10, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”) and FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“FG Newco Intermediate AF”, and together with Lead Borrower, FG Newco PSP and Valor, individually and collectively, the “Borrower”), the Lenders from time to time party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Collateral Agent.
SECOND LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, among franchise group, inc., FRANCHISE GROUP NEWCO PSP, LLC, VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, THE OTHER GRANTORS PARTY HERETO and ALTER DOMUS (US) LLC,...Second Lien Collateral Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN COLLATERAL AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“NewCo AF”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”, and together with Lead Borrower, Valor and NewCo AF, individually and collectively, the “Borrower”), the other GRANTORS from time to time party hereto and ALTER DOMUS (US) LLC, as collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
FIRST LIEN CREDIT AGREEMENT dated as of November 22, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC,...First Lien Credit Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST LIEN CREDIT AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“FG Newco Intermediate AF”, and together with Lead Borrower, FG Newco PSP and Valor, individually and collectively, the “Borrower”), the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
FIRST LIEN COLLATERAL AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and JPMORGAN CHASE BANK, N.A., as Collateral AgentFirst Lien Collateral Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST LIEN COLLATERAL AGREEMENT, dated as of November 22, 2021 (this “Agreement”), between W.S. BADCOCK CORPORATION, a Florida corporation (the “Grantor”), and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT dated as of November 22, 2021 among FRANCHISE GROUP, INC., as a Borrower and Lead Borrower, FRANCHISE GROUP NEWCO PSP, LLC, as a Borrower, VALOR ACQUISITION, LLC, as a Borrower, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC,...Second Lien Credit Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN CREDIT AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”) and FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“FG Newco Intermediate AF”, and together with Lead Borrower, FG Newco PSP and Valor, individually and collectively, the “Borrower”), the Lenders from time to time party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Collateral Agent.
First LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, among franchise group, inc., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and...First Lien Guarantee Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST LIEN GUARANTEE AGREEMENT, dated as of November 22, 2021 (this “Agreement”), among FRANCHISE GROUP, INC., a Delaware corporation (“Lead Borrower”), VALOR ACQUISITION, LLC, a Delaware limited liability company (“Valor”), FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company (“NewCo AF”), FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company (“FG Newco PSP”, and together with Lead Borrower, Valor and NewCo AF individually and collectively, the “Borrower”), the other GUARANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent on behalf of itself and the other Secured Parties (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”).
FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as the Initial FRG Representative and the Initial FRG Collateral Agent, JPMORGAN CHASE BANK, N.A., as the BDK Representative and the BDK...Passu Intercreditor Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
This FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of November 22, 2021, among JPMORGAN CHASE BANK, N.A., as administrative agent for the Initial FRG Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial FRG Representative”), and as collateral agent for the Initial FRG Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial FRG Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Representative for the BDK Claimholders (in such capacity and together with its successors from time to time in such capacity, the “BDK Representative”), and as collateral agent for the BDK Claimholders (in such capacity and together with its successors from time to time in such capacity, the “BDK Collateral Agent”), and each additional Representative and Collateral Agent
SECOND LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of November 22, 2021 among ALTER DOMUS (US) LLC, as the Initial FRG Representative and the Initial FRG Collateral Agent, ALTER DOMUS (US) LLC, as the BDK Representative and the BDK Collateral...Passu Intercreditor Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
This SECOND LIEN PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of November 22, 2021, among ALTER DOMUS (US) LLC, as administrative agent for the Initial FRG Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial FRG Representative”), and as collateral agent for the Initial FRG Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial FRG Collateral Agent”), ALTER DOMUS (US) LLC, as Representative for the BDK Claimholders (in such capacity and together with its successors from time to time in such capacity, the “BDK Representative”), and as collateral agent for the BDK Claimholders (in such capacity and together with its successors from time to time in such capacity, the “BDK Collateral Agent”), and each additional Representative and Collateral Agent from tim
FOUR LIEN INTERCREDITOR AGREEMENTFour Lien Intercreditor Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
This FOUR LIEN INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of November 22, 2021 and entered into by and among JPMORGAN CHASE BANK, N.A., as First Lien Representative for the First Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity, the “First Lien Representative”) and as collateral agent for the First Lien Claimholders (in such capacity and together with its successors and assigns from time to time in such capacity, the “First Lien Collateral Agent”), ALTER DOMUS (US) LLC, as Second Lien Representative for the Second Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity, the “Second Lien Representative”) and as collateral agent for the Second Lien Claimholders (in such capacity and together with its successors and a
AMENDED AND RESTATED FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENTIntercreditor Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
This FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 22, 2021 and entered into by and among JPMORGAN CHASE BANK, N.A., as First Lien Representative for the Initial First Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity “Initial First Lien Representative”), and as collateral agent for the Initial First Lien Claimholders (in such capacity and together with its successors and assigns from time to time in such capacity, the “Initial First Lien Collateral Agent”), ALTER DOMUS (US) LLC, as Second Lien Representative for the Initial Second Lien Claimholders (as defined below) (in such capacity and together with its successors and assigns from time to time in such capacity the “Initial Second Lien Representative”), and as collateral agent for the Initial Second Lien Claimho
STOCK PURCHASE AGREEMENT BY AND AMONG W.S. BADCOCK CORPORATION, WILLIAM K. POU, JR., AS SELLER REPRESENTATIVE, THE SHAREHOLDERS OF W.S. BADCOCK CORPORATION LISTED ON ANNEX I ATTACHED HERETO, AND FRANCHISE GROUP NEWCO BHF, LLC, DATED AS OF NOVEMBER 22,...Stock Purchase Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2021, by and among W.S. Badcock Corporation, a Florida corporation (the “Company”), the shareholders of the Company set forth on Annex I attached hereto (each a “Seller” and collectively, the “Sellers”), William K. Pou, Jr. (the “Seller Representative”), and Franchise Group Newco BHF, LLC, a Delaware limited liability company (the “Purchaser”). In addition, each Transaction Beneficiary joins this Agreement solely for the purposes of agreeing to the matters set forth in the Transaction Beneficiary Joinder that follows the signature pages hereto (the “Transaction Beneficiary Joinder”). Capitalized terms used in this Agreement without definition shall have the respective meanings given to such terms in Article 1 hereof.
AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of November 22, 2021 among JPMORGAN CHASE BANK, N.A., as ABL Representative, JPMORGAN CHASE BANK, N.A., as Initial First Lien Term Loan Representative, ALTER DOMUS (US) LLC, as Initial Second Lien...Intercreditor Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and ALTER DOMUS (US) LLC, as Administrative AgentSecond Lien Guarantee Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
SECOND LIEN GUARANTEE AGREEMENT, dated as of November 22, 2021 (this “Agreement”), between W.S. BADCOCK CORPORATION, a Florida corporation (“Badcock” or the “Guarantor”, as applicable) and ALTER DOMUS (US) LLC, as Administrative Agent on behalf of itself and the other Secured Parties (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”).
SECOND LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, among franchise group, inc., VALOR ACQUISITION, LLC, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, FRANCHISE GROUP NEWCO PSP, LLC, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO and...Second Lien Guarantee Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST LIEN GUARANTEE AGREEMENT dated as of November 22, 2021, between W.S. BADCOCK CORPORATION and JPMORGAN CHASE BANK, N.A., as Administrative AgentFirst Lien Guarantee Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors • New York
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 24th, 2021 • Franchise Group, Inc. • Patent owners & lessors
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of November 22, 2021 (this “Amendment”), among FRANCHISE GROUP, INC., a Delaware corporation (“FRG”), VALOR ACQUISITION, LLC, a Delaware limited liability company, FRANCHISE GROUP NEWCO INTERMEDIATE AF, LLC, a Delaware limited liability company, FRANCHISE GROUP NEWCO PSP, LLC, a Delaware limited liability company, each as a Borrower (as defined in the ABL Loan Agreement (as defined below)), the other Borrowers party to the ABL Loan Agreement, the Guarantors (as defined in the ABL Loan Agreement) party to the ABL Loan Agreement, the lenders party hereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., in its capacities as administrative agent and collateral agent (in such capacities, the “Agent”), which amends that certain Third Amended and Restated Loan and Security Agreement, dated as of March 10, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time
