SECURITIES PURCHASE AND MERGER AGREEMENT dated as of October 9, 2018 by and among IMPAKT HOLDINGS, LLC, GRAYCLIFF PRIVATE EQUITY PARTNERS III PARALLEL (A-1 BLOCKER) LLC, GRAYCLIFF PRIVATE EQUITY PARTNERS III PARALLEL LP, CELESTICA (USA) INC. IRON MAN...Securities Purchase and Merger Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • Delaware
This Securities Purchase and Merger Agreement (this “Agreement”), dated as of October 9, 2018 is entered into by and among GRAYCLIFF PRIVATE EQUITY PARTNERS III PARALLEL (A-1 BLOCKER) LLC, a Delaware limited liability company (“Blocker Company”), GRAYCLIFF PRIVATE EQUITY PARTNERS III PARALLEL LP (the “Blocker Seller”), IMPAKT HOLDINGS, LLC, a Delaware limited liability company (the “Company”), CELESTICA (USA) INC. (“Celestica USA”), IRON MAN ACQUISITION INC., a Delaware corporation (“Acquiror”), IRON MAN MERGER SUB, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub”), and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder (the “Holder Representative”). Certain capitalized terms used herein have the meanings ascribed to such terms in ARTICLE I hereof.
CREDIT AGREEMENT Dated as of June 27, 2018 amongCredit Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 27, 2018, among CELESTICA INC., an Ontario corporation (the “Company”), CELESTICA INTERNATIONAL LP, an Ontario limited partnership (together with the Company, the “Canadian Borrowers”), certain Non-U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Non-U.S. Designated Borrower” and, together with the Canadian Borrowers, the “Non-U.S. Borrowers”), CELESTICA (USA) INC., a Delaware corporation (the “Initial U.S. Borrower”), certain U.S. Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “U.S. Designated Borrower” and, together with the Initial U.S. Borrower, the “U.S. Borrowers”; the U.S. Designated Borrowers together with the Non-U.S. Designated Borrowers, the “Designated Borrowers” and each, a “Designated Borrower”; the U.S. Borrowers together with the Non-U.S. Borrowers, the “Borrowers” and each a, “Borrower”), each Guarantor from time to time party hereto, each Lender fro
SECOND AMENDMENTSecond Amendment • March 11th, 2019 • Celestica Inc • Printed circuit boards
This SECOND AMENDMENT (this “Amendment”) dated as of December 21, 2018 to the Credit Agreement referenced below is by and among Celestica Inc., an Ontario corporation (the “Company”), Celestica International LP, an Ontario limited partnership, Celestica (USA) Inc., a Delaware corporation (together with the Company and Celestica International LP, the “Borrowers”), the Guarantors party hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as amended by this Amendment).
FIRST AMENDMENT TO THE SECURITIES PURCHASE AND MERGER AGREEMENTSecurities Purchase and Merger Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • Delaware
THIS AMENDMENT is made as of November 9, 2018 by and among Graycliff Private Equity Partners III Parallel LP (the “Blocker Seller”), Iron Man Acquisition Inc. (“Acquiror”), and Impakt Holdings, LLC (the “Company”).
NINTH AMENDMENT TO THE AMENDED AND RESTATEDReceivables Purchase Agreement and Accession Agreement Memorandum of Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • Ontario
WHEREAS the Sellers, the Servicer, the Purchasers and the Administrative Agent are parties to an Amended and Restated Revolving Trade Receivables Purchase Agreement, dated as of November 4, 2011, as amended by the First Amendment, dated as of November 19, 2012; by the Second Amendment, dated as of January 2, 2013; by the Third Amendment, dated as of November 21, 2013; by the Fourth Amendment, dated as of November 21, 2014; by the Fifth Amendment, dated as of November 23, 2015; by the Sixth Amendment, dated as of November 23, 2016; by the Seventh Amendment, dated as of October 6, 2017 and by the Eighth Amendment, dated as of November 22, 2017 (as so amended, the “Receivables Purchase Agreement”);
FIRST INCREMENTAL FACILITY AMENDMENTAmendment • March 11th, 2019 • Celestica Inc • Printed circuit boards
This FIRST INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of November 14, 2018 to the Credit Agreement referenced below is by and among Celestica Inc., an Ontario corporation (the “Company”), Celestica International LP, an Ontario limited partnership, Celestica (USA) Inc., a Delaware corporation (together with the Company and Celestica International LP, the “Borrowers”), the Guarantors party hereto, the Incremental Term B–2 Lender (defined below), and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as amended by this Amendment).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • Ontario
WHEREAS the Sellers, the Servicer, the Purchasers and the Administrative Agent are parties to an Amended and Restated Revolving Trade Receivables Purchase Agreement, dated as of November 4, 2011, as amended by the First Amendment, dated as of November 19, 2012; by the Second Amendment, dated as of January 2, 2013; by the Third Amendment, dated as of November 21, 2013, by the Fourth Amendment, dated as of November 21, 2014, by the Fifth Amendment, dated as of November 23, 2015, by the Sixth Amendment, dated as of November 23, 2016, by the Seventh Amendment, dated as of October 6, 2017, by Eighth Amendment, dated as of November 22, 2017, and by Ninth
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 11th, 2019 • Celestica Inc • Printed circuit boards • Ontario
WHEREAS the Sellers, the Servicer, the Purchasers and the Administrative Agent are parties to an Amended and Restated Revolving Trade Receivables Purchase Agreement dated as of November 4, 2011, as amended by the First Amendment dated as of November 19, 2012 and by the Second Amendment dated as of January 2, 2013 (as so amended, the “Receivables Purchase Agreement”);
