Agent and Collateral Agent. The Borrower and the Subsidiaries will (a) repay all amounts outstanding under the Borrower’s existing Credit Agreement dated as of February 24, 2005 (as amended and supplemented from time to time, the “Existing Credit Agreement”), by and among Holdings, the Borrower, certain of its subsidiaries, the banks and financial institutions named as lenders therein, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and the other parties thereto, and the Borrower will terminate all commitments thereunder and all liens in respect thereof shall be released; (b) the Borrower will consummate a debt tender offer in respect of the Borrower’s 75/8% Senior Subordinated Notes due 2015 (the “Existing Subordinated Notes”), pursuant to which the Borrower will repurchase at least $266,500,000 in aggregate principal amount of the Existing Subordinated Notes, all in accordance with the Offer to Purchase and Consent Solicitation Statement dated April 25, 2011 (as subsequently amended), and the related Consent and Letter of Transmittal dated April 25, 2011 (as subsequently amended) (the “Debt Tender Offer”) (or, if such amount of Existing Subordinated Notes is not purchased in such offer, redeem an amount of such Existing Subordinated Notes such that at least $266,500,000 in aggregate principal amount is repurchased or redeemed); (c) Holdings will redeem all of its outstanding 10.00% Senior Subordinated Notes due 2015 (the “Holdings Senior Subordinated Notes”); and (d) the Borrower and the Subsidiaries will pay all fees, expenses and other costs (including consent fees, if any) incurred in connection with the foregoing clauses (a) through (c) (together, the “Transaction Costs”)., Holdings, the Lenders, the Administrative Agent and the Collateral Agent are party to a credit agreement dated as of June 1, 2011 (as amended by Amendment No. 1 dated as of August 8, 2012, the Additional Credit Extension Amendment dated as of August 13, 2012, Amendment No. 2 dated as of November 6, 2012, Amendment No. 3 dated as of February 15, 2013 and the Additional Credit Extension Amendment dated as of February 20, 2013, the “Original Credit Agreement”). The Borrower has requested that the Lenders extend credit in the form of (a) Tranche B Term Loans (as defined below) on the Effective Date (as defined below) in an aggregate principal amount not to exceed $850,000,000 and (b) Revolving Loans, Swingline Loans and Letters of Credit (each as defined below) at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $300,000,000. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Effective Date will be used by the Borrower on the Effective Date, solely (i) to pay the Transaction Costs, (ii) to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement, (iii) to repurchase or redeem a portion of the Existing Subordinated Notes, including any premium payments associated therewith, and (iv) redeem all of the Holdings Senior Subordinated Notes outstanding. The proceeds of Revolving Loans borrowed after the Effective Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions) Pursuant to Amendment No. 4, dated as of the date hereof (“Amendment No. 4”), the parties thereto have agreed to amend and restate in its entirety the Original Credit Agreement and replace it in its entirety with this Agreement. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
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Agent and Collateral Agent. The Borrower and the Subsidiaries will (a) repay all amounts outstanding under the Borrower’s existing Credit Agreement dated as of February 24, 2005 (as amended and supplemented from time to time, the “Existing Credit Agreement”), by and among Holdings, the Borrower, certain of its subsidiaries, the banks and financial institutions named as lenders therein, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and the other parties thereto, and the Borrower will terminate all commitments thereunder and all liens in respect thereof shall be released; (b) the Borrower will consummate a debt tender offer in respect of the Borrower’s 75/8% Senior Subordinated Notes due 2015 (the “Existing Subordinated Notes”), pursuant to which the Borrower will repurchase at least $266,500,000 in aggregate principal amount of the Existing Subordinated Notes, all in accordance with the Offer to Purchase and Consent Solicitation Statement dated April 25, 2011 (as subsequently amended), and the related Consent and Letter of Transmittal dated April 25, 2011 (as subsequently amended) (the “Debt Tender Offer”) (or, if such amount of Existing Subordinated Notes is not purchased in such offer, redeem an amount of such Existing Subordinated Notes such that at least $266,500,000 in aggregate principal amount is repurchased or redeemed); (c) Holdings will redeem all of its outstanding 10.00% Senior Subordinated Notes due 2015 (the “Holdings Senior Subordinated Notes”); and (d) the Borrower and the Subsidiaries will pay all fees, expenses and other costs (including consent fees, if any) incurred in connection with the foregoing clauses (a) through (c) (together, the “Transaction Costs”)., Holdings, the Lenders, the Administrative Agent and the Collateral Agent are party to a credit agreement dated as of June 1, 2011 (as amended by Amendment No. 1 dated as of August 8, 2012, the Additional Credit Extension Amendment dated as of August 13, 2012, Amendment No. 2 dated as of November 6, 2012, Amendment No. 3 dated as of February 15, 2013 and the Additional Credit Extension Amendment dated as of February 20, 2013, the “Original Credit Agreement”). The Borrower has requested that the Lenders extend credit in the form of (a) Tranche B Term Loans (as defined below) on the Effective Date (as defined below) in an aggregate principal amount not to exceed $850,000,000 and (b) Revolving Loans, Swingline Loans and Letters of Credit (each as defined below) at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $300,000,000. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Effective Date will be used by the Borrower on the Effective Date, solely (i) to pay the Transaction Costs, (ii) to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Agreement, (iii) to repurchase or redeem a portion of the Existing Subordinated Notes, including any premium payments associated therewith, and (iv) redeem all of the Holdings Senior Subordinated Notes outstanding. The proceeds of Revolving Loans borrowed after the Effective Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions) Pursuant to Amendment No. 4, dated as of the date hereof (“Amendment No. 4”), the parties thereto have agreed to amend and restate in its entirety the Original Credit Agreement and replace it in its entirety with this Agreement. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
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