SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
This Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of June 22, 2017 (this “Agreement”), is entered into by and among PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as collateral agent pursuant to Section 3.1(a) of this Agreement (the “Collateral Agent”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Administrative Agent (as hereinafter defined) on behalf of each of the Domestic Facility Lenders (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Mexican Facility Agent (as hereinafter defined) on behalf of each of the Mexican Facility Lenders (as hereinafter defined) and each of the NOTEHOLDERS (as hereinafter defined).
SECOND AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products
THIS SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of June 22, 2017, (as further restated, amended, modified or supplemented from time to time, the “Agreement”), is given by EACH OF THE UNDERSIGNED PARTIES LISTED ON THE SIGNATURE PAGES HERETO and EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOMES BOUND HEREBY FROM TIME TO TIME by joinder, assumption or otherwise (each a “Pledgor” and collectively the “Pledgors”), as a Pledgor of the each of the Companies (as defined herein), to PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS SECOND AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT (the “Agreement”) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (“ADS”), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE CREDIT AGREEMENT (ADS and each Guarantor being individually referred to herein as a “Company” and collectively as the “Companies”), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of June 22, 2017, is entered into by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), and EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND EACH OF THE OTHER PERSONS AND ENTITIES THAT BECOMES BOUND HEREBY FROM TIME TO TIME by joinder, assumption or otherwise (together with the Borrower, each a “Debtor” and, collectively, the “Debtors”), and PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below);
550,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among ADVANCED DRAINAGE SYSTEMS, INC. THE GUARANTORS AND THE LENDERS PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent PNC CAPITAL MARKETS...Credit Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity, as well as its successors and assigns, as the “Administrative Agent”), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Bookrunners (hereinafter collectively referred to in such capacity as the “Joint Bookrunners”), PNC CAPITAL MARKETS LLC, CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Joint Lead Arrangers (hereinafter collectively referred to in such capacity as the “Joint Lead Arrangers”) and CITIZENS BANK, N.A. and FIFTH THIRD BANK, as Co-Syndication Agents (hereinafter collectively referred to in such capaci
AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • Ohio
THIS AMENDED AND RESTATED INTERCOMPANY SUBORDINATION AGREEMENT is dated as of June 22, 2017 and is made by and among ADVANCED DRAINAGE SYSTEMS, INC., a Delaware corporation (“ADS”), EACH GUARANTOR (as defined in the Credit Agreement, as defined herein), EACH PERSON WHO HEREAFTER BECOMES A GUARANTOR UNDER THE SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT (ADS and each Guarantor being individually referred to herein as a “Company” and collectively as the “Companies”), and PGIM, INC. (“Prudential”) for its own benefit and the benefit of the Purchasers (as defined in the Shelf Agreement).
ADVANCED DRAINAGE SYSTEMS, INC. SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT PRIVATE SHELF FACILITY Dated as of June 22, 2017 Amending and Restating the Amended and Restated Private Shelf Agreement Dated as of September 24, 2010, as amended...Private Shelf Agreement • June 28th, 2017 • Advanced Drainage Systems, Inc. • Plastics foam products • New York
The undersigned, Advanced Drainage Systems, Inc., a Delaware corporation (herein called the “Company”), hereby agrees with you as set forth below. Reference is made to paragraph 10 hereof for definitions of capitalized terms used herein and not otherwise defined herein.
