Form of. A Committed Loan Notice C-1 Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4, 2021, among ▇▇▇▇▇▇▇▇▇▇, INC., a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 2 contracts
Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (At&t Inc.)
Form of. A Committed Loan Notice C-1 B Swing Line Loan Notice C Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G [Reserved] Designated Borrower Request and Assumption Agreement H [Reserved] I [Reserved] Designated Borrower Notice I-1 Form of Opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates L Solvency Certificate This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 428, 20212018, among ▇▇▇▇▇▇▇▇▇▇AVNET, INC., a Delaware New York corporation (as further defined in the “Company”), each Subsidiary of the Company party hereto pursuant to Section 1.012.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. AT&T Inc. The Borrowers, the lenders party thereto (the “AT&TExisting Lenders”) and Bank of America, and together with its subsidiariesN.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “AT&T BusinessExisting Credit Agreement”) intends ), pursuant to (a) separate certain businesseswhich the lenders party thereto have made available to the Borrowers a revolving credit facility, operations with letter of credit, swingline and activities, including multicurrency subfacilities. The Borrowers have requested that the business, operations Lenders agree to an amendment and activities that constitute restatement of the WarnerMedia segment of AT&T as narratively described Existing Credit Agreement in the Form 10-K form of AT&T for the period ending December 31this Agreement to provide a revolving credit facility, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) with swingline, letter of credit and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”multicurrency subfacilities, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated Lenders are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 2 contracts
Sources: Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)
Form of. A Committed Loan Notice C-1 Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D Compliance Certificate E-1 Request for Credit Extension B Assignment and Assumption E-2 C-1 Opinion of Internal Counsel to the Company C-2 Opinion of T▇▇▇▇▇ ▇▇▇▇ & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP C-5 Opinion of Internal Counsel to the Administrative Questionnaire Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G [Reserved] H [Reserved] Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I [Reserved] Money Market Account Agreement J Parent Guaranty K U.S. Tax Compliance Certificates L Solvency Certificate Allocation Agreement This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of June 4November 6, 20212006, among ▇▇▇▇▇▇▇▇▇▇CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as further defined in Section 1.01a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “BorrowerL/C Issuers”), each lender from time to time party the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.
Appears in 2 contracts
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Form of. A Committed SOFR Notice B Swing Line Loan Notice C-1 Note (Tranche 1 Loans) C-2 Swing Line Note (Tranche 2 Loans) D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Borrowing Base Certificate G [Reserved] H [Reserved] Credit Card Notification I [Reserved] J Bank Product Provider Letter Agreement K U.S. Tax Compliance Certificates L Solvency Certificate Cash Management Provider Letter Agreement This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4May 19, 20212016, among ▇▇▇▇▇▇▇▇▇▇FOOT LOCKER, INC., a Delaware New York corporation (as further defined in Section 1.01, the “Borrower”), ; each Guarantor (as defined below) from time to time party hereto; each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” ”, and each individually, a “Lender”); ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Agent, L/C Issuer and Swing Line Lender; BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent. AT&T Inc. (“AT&T”Co-Syndication Agents; and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and together with its subsidiariesU.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners. The Borrower has requested that the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”Lenders provide a revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated in each case on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Foot Locker, Inc.)
Form of. A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Swing Line Loan Notice C-1 Committed Loan Note (Tranche 1 Loans) C-2 Swing Line Note (Tranche 2 Loans) D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Borrowing Base Certificate G [Reservedreserved] H [Reserved] Junior Subordinated Seller Note I [Reserved] Collateral Access Agreement J Joinder Agreement K U.S. Tax Compliance Certificates DDA Notification L Solvency Certificate Credit Card Notification M Blocked Account Agreement N Senior Subordinated Seller Note O General Notice This CREDIT AGREEMENT (“this "Agreement”") is entered into as of June 4September 30, 20212009, among B▇▇▇▇▇▇▇▇▇▇▇ & NOBLE, INC., a Delaware corporation (as further defined in Section 1.01the "Lead Borrower"), the “Borrower”Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the "Borrowers"), the Persons signatory hereto as guarantors and named on Schedule 1.02 hereto (collectively, together with such other Persons as may be joined as a guarantor from time to time in accordance herewith, the "Guarantors"), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “"Lenders” and individually, a “Lender”"), JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A. and W▇▇▇▇ FARGO RETAIL FINANCE, LLC, as Co- Syndication Agents, SUNTRUST BANK and US BANK, NATIONAL ASSOCIATION., as Co- Documentation Agents, and together with its subsidiariesREGIONS BANK and SOVEREIGN BANK, as Co-Senior Managing Agents. The Borrowers have requested that the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”Lenders provide a revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the LC Issuers have indicated their willingness to issue Letters of Credit, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated in each case on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Loan Notice C-1 A-2 US Swing Line Loan Notice A-3 UK Swing Line Loan Notice B Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D C Compliance Certificate E-1 D Assignment and Assumption E-2 Administrative Questionnaire E Company Guaranty F Subsidiary Guaranty G [Reserved] Designated Borrower Request and Assumption Agreement H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate Designated Borrower Notice This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 4August 31, 20212006, among ▇▇▇▇▇▇▇▇▇▇GRANT PRIDECO, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, including each Designated UK Borrower (as further defined in Section 1.01hereinafter defined), a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Syndication Agent, W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, US Swing Line Lender and an L/C Issuer, HSBC BANK PLC, as UK Swing Line Lender and an L/C Issuer, and JPMORGAN CHASE BANK, N.A., as Administrative Documentation Agent. AT&T Inc. The Company and the Designated Borrowers have entered into the Credit Agreement dated as of May 12, 2005 (“AT&T”, and together with its subsidiariesas the same has been modified, the “AT&T BusinessExisting Credit Agreement”) intends to (a) separate certain businesses), operations with Bank of America, N.A., as syndication agent, W▇▇▇▇ Fargo Bank, National Association, as administrative agent, US swing line lender and activitiesan L/C issuer, including the businessHSBC Bank plc, operations as UK swing line lender and activities that constitute the WarnerMedia segment of AT&T an L/C issuer, Deutsche Bank Securities Inc., as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”documentation agent, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”)other lenders party thereto. The foregoing will be consummated Borrowers have requested that the Lenders amend and restate the terms of the Existing Credit Agreement, and the Lenders are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Grant Prideco Inc)
Form of. A A-1 Domestic Committed Loan Notice A-2 Canadian Committed Loan Notice B-1 Domestic Swing Line Loan Notice B-2 Canadian Swing Line Loan Notice C-1 Domestic Revolving Note (Tranche 1 Loans) C-2 Canadian Revolving Note (Tranche 2 Loans) C-3 Domestic Swing Line Note C-4 Canadian Swing Line Note C-5 Foreign Note - Domestic C-6 Foreign Note - Canada D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K U.S. Tax E Borrowing Base Certificate F Compliance Certificates L Solvency Certificate This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4November 12, 20212010, among ▇▇▇▇▇ HOLDINGS LLC, a Delaware limited liability company, BEAUTY SYSTEMS GROUP, LLC, a Delaware limited liability company, and ▇▇▇▇▇▇▇ BEAUTY SUPPLY, LLC, a Delaware limited liability company (collectively, the “Domestic Borrowers”); BEAUTY SYSTEMS GROUP (CANADA), INC., a Delaware New Brunswick corporation (as further defined in Section 1.01, the “Canadian Borrower”), SBH FINANCE B.V., a private limited liability company, incorporated under the laws of the Netherlands (the “Foreign Borrower”), the Persons named on Schedule 1.01 hereto (collectively, with each lender other Person that from time to time becomes a “Guarantor” hereunder, the “Guarantors”); each Lender from time to time party hereto hereto; BANK OF AMERICA, N.A., as Administrative Agent, and Collateral Agent; BANK OF AMERICA, N.A. (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”acting through its Canada branch), as Canadian Agent, WELL FARGO CAPITAL FINANCE, LLC, as Syndication Agent; and JPMORGAN CHASE BANK, N.A., as Administrative Documentation Agent. AT&T Inc. (“AT&T”, and together with its subsidiaries, The Borrowers have requested that the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”Lenders provide a revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated in each case on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Loan Notice C-1 A-2 Swing Line Loan Notice B-1 Revolving Note (Tranche 1 Loans) C-2 B-2 Swing Line Note (Tranche 2 Loans) D C Compliance Certificate E-1 D Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Administrative Questionnaire Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L [Reserved] H M [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate N 13-Week Cash Flow Forecast This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 4September 7, 2021, as amended on September 30, 2022, and as further amended on April 21, 2023, among ▇▇▇▇▇▇▇▇▇▇, INC.LLC, a Delaware corporation limited liability company (as further defined in Section 1.01, the “Borrower” or the “Company”), the Guarantors named on Schedule 1.01 hereto, each lender Lender from time to time party hereto (as further defined in Section 1.01hereto, collectivelyeach L/C Issuer from time to time party hereto, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE CITIZENS BANK, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, collateral agent and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”)an L/C issuer. The foregoing will be consummated on Borrower has requested that the terms Lenders amend and subject to the conditions set forth in the Separation and Distribution restated that certain Credit Agreement, dated as of May 17August 21, 2021 2018 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Original Credit Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&TGuarantors party thereto, the BorrowerAgent, Discoverythe lenders party thereto, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution. The Agent, the Borrower will issue Lenders have indicated their willingness to AT&T debt securities up continue to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution lend and the DistributionL/C Issuers have indicated their willingness to continue to issue Letters of Credit, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower each case on the terms and subject to the conditions herein set forthforth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed A-1 Tranche 1 Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. Swing Line Loan Notice C-1 Note (Tranche 1 Loans) Note C-2 Canadian Prime Rate Note (Tranche 2 Loans) D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] F Company Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty H [Reserved] Designated Borrower Request and Assumption Agreement I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate Designated Borrower Notice J Opinion Matters This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4August 22, 20212003, among ▇▇▇▇▇▇▇▇▇▇, INC.▇ Engineering Group Inc., a Delaware corporation (as further defined in the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 1.012.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKeach issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative AgentAgent and U.S. Swing Line Lender. AT&T Inc. (“AT&T”, The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”swing line subfacility, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated Tranche 1 Lenders are willing to do so on the terms and subject to the conditions set forth in herein. The Company has requested that the Separation Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and Distribution Agreementbankers’ acceptance facility with a swing line subfacility, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche Tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower do so on the terms and subject to the conditions herein set forthforth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/)
Form of. A Committed Loan Notice C-1 B Swing Line Loan Notice C Notice of Loan Prepayment D Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D E Monthly Report F Compliance Certificate E-1 G-1 Assignment and Assumption E-2 G-2 Administrative Questionnaire G [Reserved] H [Reserved] Subsidiary Borrower Request and Assumption Agreement I [Reserved] K Subsidiary Borrower Notice J-1-4 Forms of U.S. Tax Compliance Certificates K Joinder Agreement L Solvency Certificate Secured Party Designation Notice This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4March 26, 2021, among C▇▇▇▇▇▇▇▇ TECHNOLOGY CORPORATION, a Delaware corporation (“C▇▇▇▇▇▇▇▇”), the Subsidiary Borrowers (as hereinafter defined and, together with C▇▇▇▇▇▇▇▇, INC.the “Borrowers” and, each a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto the Guarantors (as further defined in Section 1.01, collectivelyhereinafter defined), the “Lenders” and individually, a “Lender”Lenders (as hereinafter defined), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, Swing Line Lender and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”)L/C Issuer. The foregoing will be consummated on the terms and subject Borrowers are party to the conditions set forth in the Separation and Distribution that certain Credit Agreement, dated as of May 17March 31, 2021 2017, among the Borrowers, the Lenders party thereto and Bank of America, N.A., as administrative agent (as amended the same may have been amended, restated, supplemented or otherwise modified from time to time and including prior to the annexesdate hereof, exhibits, schedules and all related documents, collectively the “Separation and Distribution Existing Credit Agreement”). The Borrowers have requested, by and among AT&Tthe Administrative Agent, the Borrower and Discovery Lenders party hereto, the Swing Line Lender and the L/C Issuer have agreed, to amend and restate the Existing Credit Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business extend certain credit facilities to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the conditions herein set forthprovisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice C-1 B-1 Bid Request B-2 Competitive Bid C Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate E Opinion of Chief Counsel-General Corporate This AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (“Agreement”) is entered into as of June 4December 23, 20212008, among ▇▇▇▇▇▇▇▇▇▇METLIFE, INC.. (“MetLife”) and METLIFE FUNDING, INC. (“Funding”; together with MetLife, each a Delaware corporation (as further defined in Section 1.01, “Borrower” and collectively the “BorrowerBorrowers”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative AgentAgent and L/C Issuer. AT&T Inc. (“AT&T”The Borrowers, the Lenders, the L/C Issuer, and together with its subsidiariesthe Administrative Agent have heretofore entered into that certain Five-Year Credit Agreement dated as of June 20, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 2007 (the “Spinoff BusinessOriginal Agreement”), pursuant to which the Lenders provide revolving credit loans and competitive bid loans and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Borrowers have requested that the AT&T Business (Original Agreement be amended in certain respects and, in order to do so, that the “Separation”) Original Agreement be amended and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with restated in its subsidiaries, the “Discovery Business”entirety, and the Discovery Business, together with the Spinoff BusinessLenders, the “Combined Businesses”). The foregoing will be consummated L/C Issuer, and the Administrative Agent are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended and restated and ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Form of. A Committed Loan Notice C-1 B-1 Bid Request B-2 Competitive Bid C Swing Line Loan Notice D Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D E Compliance Certificate E-1 F Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] Guaranty H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate Opinion Matters This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 4March 14, 20212005, among ▇▇▇▇▇▇▇▇▇▇MEDIA GENERAL, INC., a Delaware corporation (as further defined in Section 1.01, the “Borrower”)Virginia corporation, each lender from time to time party hereto (hereto, SUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as further defined in Section 1.01Co-Syndication Agents, collectivelyTHE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND, the “Lenders” PLC, as Co-Documentation Agents and individually, a “Lender”), JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. AT&T Inc. (“AT&T”The Borrower is a party to that certain Credit Agreement dated as of June 29, 2001 among SunTrust Bank, as the documentation agent, Fleet Securities, Inc., Wachovia Bank, N.A., The Bank of Nova Scotia, and together with its subsidiariesMizuho Financial Group as the co-syndication agents and Bank of America, N.A., as the administrative agent (as amended through the date hereof, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined BusinessesExisting Credit Agreement”). The foregoing will be consummated Borrower has requested that the Lenders amend and restate the Existing Credit Agreement and the Lenders are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that when the conditions set forth in Section 4.01 hereof are satisfied, the Existing Credit Agreement shall be amended and restated to read in full as hereinbefore set forth and follows:
Appears in 1 contract
Sources: Credit Agreement (Media General Inc)
Form of. A A-1 Committed Loan Notice (Domestic) A-2 Committed Loan Notice (Canadian) A-3 Committed Loan Notice (UK) A-4 Committed Loan Notice (Germany) B Swing Line Loan Notice C-1 Revolving Note (Tranche 1 LoansDomestic) C-2 Revolving Note (Tranche 2 LoansCanadian) C-3 Revolving Note (UK) C-4 Revolving Note (Germany) C-5 Swing Line Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K F-1 Foreign Lender Exemption Certificate F-2 Foreign Lender U.S. Tax Compliance Certificates L Certificate F-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate F-4 Foreign Partnership U.S. Tax Compliance Certificate G Closing and Solvency Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4April 2, 20212012, among ▇▇▇▇▇▇▇▇▇▇THE YANKEE CANDLE COMPANY, INC., a Delaware Massachusetts corporation (as further defined in Section 1.01, the “Company”, or the “Domestic Borrower”), YANKEE CANDLE CANADA INC., a corporation incorporated under the laws of the Province of Ontario (the “Canadian Borrower”), YANKEE CANDLE COMPANY (EUROPE) LIMITED, a company incorporated in England and Wales with company number 03530345 (the “UK Borrower”), YANKEE CANDLE DEUTSCHLAND GMBH, a limited liability company existing under the laws of Germany (the “German Borrower”), the Persons named on Schedule 1.01 hereto (collectively, the “Guarantors”), each lender Lender from time to time party hereto (as further defined in Section 1.01hereto, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative administrative agent and collateral agent; BARCLAYS BANK PLC, as Syndication Agent; and U.S. BANK NATIONAL ASSOCIATION and ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC, as Co-Documentation Agents. AT&T Inc. (“AT&T”, and together with its subsidiaries, The Borrowers have requested that the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”Lenders provide a revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated in each case on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (YCC Holdings LLC)
Form of. A Exhibit A-1 New Vehicle Floorplan Committed Loan Notice C-1 Exhibit A-2 Used Vehicle Floorplan Committed Loan Notice Exhibit B-1(a) New Vehicle Floorplan Swing Line Loan Notice (Borrowing) Exhibit B-1(b) New Vehicle Floorplan Swing Line Loan Notice (Conversion) Exhibit B-2 Used Vehicle Floorplan Swing Line Loan Notice Exhibit C Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) Exhibit D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire Exhibit E Second Amended and Restated Company Guaranty Exhibit F Second Amended and Restated Subsidiary Guaranty Exhibit G [Reserved] Compliance Certificate Exhibit H [Reserved] Floorplan Joinder Agreement Exhibit I [Reserved] Used Vehicle Borrowing Base Certificate Exhibit J Third Amended and Restated Security Agreement Exhibit K New Vehicle Borrower Notice Exhibit L Opinion Matters Exhibit M Master Intercreditor Agreement Exhibit Q Forms of U.S. Tax Compliance Certificates L Solvency Certificate Exhibit R Conversion Notice This SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT (“Agreement”) is entered into as of June 4July 23, 20212014, among ▇▇▇▇▇▇▇▇▇▇SONIC AUTOMOTIVE, INC., a Delaware corporation (as further defined in the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 1.012.19(each a “New Vehicle Borrower”, and together with the Company, the “Borrowers” and each individually a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender, and together with its subsidiariesBANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties referenced below). The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the “Existing Lenders”) and the Administrative Agent entered into that certain Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 8, 2011, as amended by that certain Amendment No. 1 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of April 19, 2012, that certain Amendment No. 2 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of March 14, 2013, that certain Amendment No. 3 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 31, 2013, and that certain Amendment No. 4 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of February 12, 2014 (and as further amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the “AT&T BusinessExisting Credit Agreement”) intends ), pursuant to (a) separate which certain businesses, operations of the Existing Lenders agreed to make a revolving new vehicle floorplan facility and activities, including a revolving used vehicle floorplan facility available to certain of the business, operations Borrowers in accordance with the terms thereof. The Company has requested that the Lenders amend and activities that constitute restate the WarnerMedia segment of AT&T as narratively described Existing Credit Agreement in order to continue to provide a revolving credit facility and extend the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, maturity thereof and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated Lenders are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Form of. A A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice A-3 Additional Term Facility Loan Notice B Swing Line Loan Notice C-1 Revolving Note (Tranche 1 Loans) C-2 Term Note (Tranche 2 Loans) C-3 Additional Term Facility Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guarantee and Collateral Agreement G [Reserved] H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate Opinion Matters This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 4July 15, 20212011, among ▇▇▇▇▇▇▇▇▇▇COINSTAR, INC., a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. AT&T Inc. (“AT&T”The Borrower, certain of the Lenders, the L/C Issuer, the Swing Line Lender, and together with its subsidiariesthe Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 20, 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009 (as heretofore amended or modified, the “AT&T BusinessOriginal Agreement”) intends ), pursuant to (a) separate which certain businesses, operations of the Lenders provide revolving credit loans and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiariesterm loans, the “Discovery Business”Swing Line Lender provides swing line loans, and the Discovery BusinessL/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Borrower has requested that the Original Agreement be amended in certain respects and, together with in order to do so, that the Spinoff BusinessOriginal Agreement be amended and restated in its entirety, and the Lenders, the “Combined Businesses”). The foregoing will be consummated Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Coinstar Inc)
Form of. A Committed Loan Notice C-1 B Swing Line Loan Notice C Notice of Loan Prepayment D Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D E [Reserved] F Compliance Certificate E-1 G-1 Assignment and Assumption E-2 G-2 Administrative Questionnaire G [Reserved] H [Reserved] Subsidiary Borrower Request and Assumption Agreement I [Reserved] K Subsidiary Borrower Notice J-1-4 Forms of U.S. Tax Compliance Certificates K Joinder Agreement L Solvency Certificate Secured Party Designation Notice This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 4April 14, 20212023, among C▇▇▇▇▇▇▇▇ TECHNOLOGY CORPORATION, a Delaware corporation (“C▇▇▇▇▇▇▇▇”), the Subsidiary Borrowers (as hereinafter defined and, together with C▇▇▇▇▇▇▇▇, INC.the “Borrowers” and, each a Delaware corporation (as further defined in Section 1.01, the “Borrower”), each lender from time to time party hereto the Guarantors (as further defined in Section 1.01, collectivelyhereinafter defined), the “Lenders” and individually, a “Lender”Lenders (as hereinafter defined), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, Swing Line Lender and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”)L/C Issuer. The foregoing will be consummated on the terms Borrowers are party to that certain A▇▇▇▇▇▇ and subject to the conditions set forth in the Separation and Distribution Restated Credit Agreement, dated as of May 17March 26, 2021 2021, among the Borrowers, the Lenders party thereto and Bank of America, N.A., as administrative agent (as amended the same may have been amended, restated, supplemented or otherwise modified from time to time and including prior to the annexesdate hereof, exhibits, schedules and all related documents, collectively the “Separation and Distribution Existing Credit Agreement”). The Borrowers have requested, by and among AT&Tthe Administrative Agent, the Borrower and Discovery Lenders party hereto, the Swing Line Lender and the L/C Issuer have agreed, to amend and restate the Existing Credit Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business extend certain credit facilities to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the conditions herein set forthprovisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice C-1 B-1 US BorrowersBorrower Note (Tranche 1 Loans) C-2 B-2 European Borrower Note (Tranche 2 Loans) D C Compliance Certificate E-1 D Assignment and Assumption E-2 Administrative Questionnaire E Guaranty F Opinion Matters G [Reserved] Joinder Agreement H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate US Security and Pledge Agreement This AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 3, 2010 (as amended by the First Amendment dated as of June 28, 2011, the Second Amendment and Consent dated as of December 29, 2011 and the Third Amendment dated as of May 18, 2012 (the “Third Amendment”), and as may be amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement” or “Agreement”) is entered into as of June 4, 2021), among ▇▇▇▇▇▇▇▇▇▇, INCIMATION CORP., a Delaware corporation (“Imation”) and IMATION ENTERPRISES CORP., a Delaware corporation (“Enterprises”), (each of Imation and Enterprises is referred to individually herein as further defined a “US Borrower” and collectively as the “US Borrowers”), IMATION EUROPE B.V., a company organized under the laws of the Netherlands with a corporate seat in Section 1.01Amsterdam, the Netherlands (the “European Borrower” and together with the US Borrowers, each individually a “Borrower” and collectively, the “BorrowerBorrowers”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK) and BANK OF AMERICA, N.A., as Administrative AgentAgent and L/C Issuer. AT&T Inc. (“AT&T”The Lenders have made available senior secured revolving credit and letter of credit facilities to the Borrowers pursuant to the Existing Credit Agreement. The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement, which shall continue the senior revolving credit and together with its subsidiaries, letter of credit facilities to the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”Borrowers, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated Lenders are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Imation Corp)
Form of. A A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice B Swing Line Loan Notice C-1 Revolving Note (Tranche 1 Loans) C-2 Term Note (Tranche 2 Loans) D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Amended and Restated Guarantee and Collateral Agreement G [Reserved] Opinion Matters H [Reserved] Foreign Borrower Request and Assumption Agreement I [Reserved] K Foreign Borrower Notice J U.S. Tax Compliance Certificates K Administrative Questionnaire L Solvency Certificate Secured Party Designation Notice M Notice of Loan Prepayment This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 424, 20212014, among ▇▇▇▇▇▇▇▇▇▇OUTERWALL INC. (f/k/a COINSTAR, INC.), a Delaware corporation (as further defined in the “Company”), certain wholly-owned Subsidiaries of the Company party hereto pursuant to Section 1.012.18 (each a “Foreign Borrower” and together with the Company, collectively, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKand BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. AT&T Inc. (“AT&T”The Company, certain of the Lenders, the L/C Issuer, the Swing Line Lender, and together with its subsidiariesthe Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 20, 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009, and as further amended and restated by that certain Second Amended and Restated Credit Agreement dated as of July 15, 2011 (as heretofore amended or modified, the “AT&T BusinessOriginal Agreement”) intends ), pursuant to (a) separate which certain businesses, operations of the Lenders provide revolving credit loans and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiariesterm loans, the “Discovery Business”Swing Line Lender provides swing line loans, and the Discovery BusinessL/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Company has requested that the Original Agreement be amended in certain respects and, together with in order to do so, that the Spinoff BusinessOriginal Agreement be amended and restated in its entirety, and the Lenders, the “Combined Businesses”). The foregoing will be consummated Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Sources: Credit Agreement (Outerwall Inc)
Form of. A Committed Revolving Loan Notice A-1 Revolving Loan Notice for Alternative Daily Rate and Alternative Term Rate Loans B-1 Bid Request B-2 Competitive Bid C-1 [Intentionally Omitted] C-2 [Intentionally Omitted] C-3 Canadian Dollar Swing Line Loan Notice C-4 Euro/Sterling Swing Line Loan Notice ▇-▇ ▇▇▇▇ ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇-▇ ▇▇▇▇ ▇-▇ Loan Notice D Note (Tranche 1 Loans) C-2 Note (Tranche 2 Loans) D E Compliance Certificate E-1 F-1 Assignment and Assumption E-2 F-2 Administrative Questionnaire G [Reserved] G-1 Company Guaranty G-2 Subsidiaries Guaranty H [ReservedIntentionally Omitted] I [Reserved] I-1 Governing Senior Note Indenture I-2 Governing Senior Note Indenture Payoff Notice J Corporate Forecast K U.S. Tax Compliance Certificates L Solvency Certificate L Designated Borrower Request and Assumption Agreement M Designated Borrower Notice N Supplemental Addendum O Joinder Agreement P Sustainability Pricing Certificate This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of June January 4, 20212023, among ▇▇▇▇▇▇▇▇▇▇Host Hotels & Resorts, INC.L.P., a Delaware corporation limited partnership (as further defined in the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 1.012.19 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, Swing Line Lender and an L/C Issuer, and together with its subsidiariesCREDIT AGRICOLE CORPORATE INVESTMENT BANK, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Sustainability Structuring Agent.
Appears in 1 contract
Form of. A Assignment and Assumption B-1 Committed Loan Notice B-2 Swing Line Loan Notice C-1 Revolving Note (Tranche 1 Loans) C-2 Term Note (Tranche 2 Loans) D Guaranty E Security Agreement F Pledge Agreement G Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate Autoborrow Agreement This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 4August 5, 20212008 among L-1 Identity Solutions Operating Company (formerly known as L-1 Identity Solutions, among ▇▇▇▇▇▇▇▇▇▇, INC.Inc.), a Delaware corporation (as further defined in Section 1.01, the “Borrower”), L-1 Identity Solutions, Inc., a Delaware corporation (“Holdings”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and and, each individually, a “Lender”), JPMORGAN CHASE BANK) and Bank of America, N.A., as Administrative Agent. AT&T Inc. The Borrower is a party to the Existing Credit Agreement (“AT&T”, and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”defined below). The foregoing will be consummated Borrower desires to amend and restate the Existing Credit Agreement on and subject to the terms and conditions set forth herein. This Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate the Existing Credit Agreement in the Separation and Distribution Agreement, dated its entirety as of May 17, 2021 (as amended the Closing Date and from time to time and including after the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&TClosing Date, the Borrower and Discovery and Existing Credit Agreement shall be of no further force or effect except to evidence the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount Obligations (as defined in therein) incurred, the Separation representations and Distribution Agreement) pursuant warranties made and the actions or omissions performed or required to be performed thereunder prior to the terms Closing Date. This Agreement shall not constitute a novation of the Separation obligations and Distribution liabilities existing under the Existing Credit Agreement (the “Borrower Securities”) or evidence payment of all or any of such obligations and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthliabilities. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Swing Line Loan Notice C-1 Committed Loan Note (Tranche 1 Loans) C-2 Swing Line Note (Tranche 2 Loans) D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Borrowing Base Certificate G [Reserved] Security Agreement H [Reserved] Collateral Access Agreement I [Reserved] Joinder Agreement J DDA Notification K U.S. Credit Card Notification L Blocked Account Agreement M General Notice N-1-4 Tax Compliance Certificates L Solvency Certificate This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 4August 3, 20212015, among ▇▇▇▇▇▇ & ▇▇▇▇▇, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as further defined borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in Section 1.01accordance herewith, the “BorrowerBorrowers”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., as Administrative Agent. AT&T Inc. (“AT&T”▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, and together with its subsidiariesSUNTRUST BANK, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10Co-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”Syndication Agents, and together with its subsidiariesCITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents. The Borrowers have requested that the “Discovery Business”Lenders provide a revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the LC Issuers have indicated their willingness to issue Letters of Credit, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated in each case on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice A-3 Swing Line Loan Notice A-4 Prepayment Notice A-5 Swing Line Loan Prepayment Notice B [Reserved] C-1 U.S. Dollar Term A Note (Tranche 1 Loans) C-2 Canadian Dollar Term A Note (Tranche 2 Loans) C-3 Term B Note C-4 U.S. Dollar Revolving Credit Note C-5 Multicurrency Revolving Credit Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K F Incremental Joinder Agreement G-1 through G-4 U.S. Tax Compliance Certificates H Foreign Obligations Guaranty I U.S. Obligations Guaranty J U.S. Pledge Agreement K U.S. Security Agreement L Solvency Certificate Canadian Pledge Agreement M Canadian Security Agreement N-1 U.K. Pledge Agreement N-2 Japanese Pledge Agreement (All Obligations) N-3 Japanese Pledge Agreement (Foreign Obligations) N-4 Mexican Pledge Agreement (All Obligations) N-5 Mexican Pledge Agreement (Foreign Obligations) N-6 Swedish Pledge Agreement O-1 Borrower Joinder Agreement O-2 SpinCo Joinder Agreement P Estoppel This CREDIT AGREEMENT (“Agreement”) is entered into as of June 4March 26, 20212012, among ▇▇▇▇▇▇▇▇▇▇, INC.ACCO BRANDS CORPORATION, a Delaware corporation (“Holdings”), each Domestic Subsidiary of Holdings set forth on the signature pages hereto as further defined in Section 1.01a “U.S. Borrower” (together with Holdings and each other Domestic Subsidiary of Holdings that becomes a party hereto by execution of a joinder hereto and is designated therein as a “U.S. Borrower”, collectively, the “BorrowerU.S. Borrowers”), each Canadian Subsidiary of Holdings set forth on the signature pages hereto (together with each other Canadian Subsidiary of Holdings that becomes a party hereto, collectively, the “Canadian Borrowers”, and together with any other Foreign Subsidiaries that become a party hereto, collectively, the “Foreign Borrowers”, and the Foreign Borrowers together with the U.S. Borrowers, collectively, the “Borrowers”), each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A.and BARCLAYS BANK PLC and BANK OF MONTREAL, as Administrative Agentadministrative agent (capitalized terms used but not defined in this preamble having the meaning given such terms in Article 1 below). AT&T Inc. (“AT&T”The Borrowers have requested that the Lenders provide a term loan A facility, a term loan B facility, a U.S. Dollar revolving credit facility and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”a multicurrency revolving credit facility, and the Discovery BusinessLenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, together with the Spinoff Businessin each case, the “Combined Businesses”). The foregoing will be consummated on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect the Separation, will contribute or transfer the Spinoff Business to the Borrower, a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forthherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Acco Brands Corp)
Form of. A Committed Loan Notice B Swing Line Loan Notice C-1 Revolving Note (Tranche 1 Loans) C-2 Swing Line Note (Tranche 2 Loans) C-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇-▇ ▇▇▇ ▇▇▇▇ Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire G [Reserved] H [Reserved] I [Reserved] K U.S. Tax Compliance Certificates L Solvency Certificate F Unencumbered Pool Report This REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is entered into as of June 4July 21, 2021, 2014 by and among ▇▇▇▇▇▇▇▇▇▇, INC.AGREE LIMITED PARTNERSHIP, a Delaware corporation limited partnership (as further defined in Section 1.01, the “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (as further defined in Section 1.01, collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, with PNC CAPITAL MARKETS LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS LLC and SUNTRUST R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC., as Joint Lead Arrangers and Joint Book Managers for the New Term Loan Facility, PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Book Manager for the Existing Term Loan Facility, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent for the Revolving Credit Facility, SUNTRUST BANK, as Syndication Agent for the New Term Loan Facility, and BMO CAPITAL MARKETS, as Syndication Agent for the Existing Term Loan Facility. Certain of the Lenders and other financial institutions have made available to the Borrower a revolving facility in the amount of $85,000,000 on the terms and conditions contained in that certain Credit Agreement dated as of October 26, 2011 (as amended and in effect immediately prior to the date hereof, the “Existing Revolving Credit Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and Bank of America, N.A., as Administrative Agent. AT&T Inc. (“AT&T”, and together with its subsidiaries, the “AT&T Business”) intends to (a) separate certain businesses, operations and activities, including the business, operations and activities that constitute the WarnerMedia segment of AT&T as narratively described in the Form 10-K of AT&T for the period ending December 31, 2020 (the “Spinoff Business”) from the AT&T Business (the “Separation”) and (b) following the Separation, combine the Spinoff Business with Discovery, Inc. (“Discovery”, and together with its subsidiaries, the “Discovery Business”, and the Discovery Business, together with the Spinoff Business, the “Combined Businesses”). The foregoing will be consummated on the terms and subject to the conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Separation and Distribution Agreement”), by and among AT&T, the Borrower and Discovery and the Agreement and Plan of Merger, dated as of May 17, 2021 (as amended from time to time and including the annexes, exhibits, schedules and all related documents, collectively the “Business Combination Agreement” and, together with the Separation and Distribution Agreement, collectively the “Transaction Agreements”), by and among AT&T, the Borrower, Discovery, a newly formed wholly owned direct or indirect subsidiary of Discovery and the other parties thereto, pursuant to which it is intended that (1) AT&T, to effect ; Certain of the Separation, will contribute or transfer the Spinoff Business Lenders and other financial institutions have made available to the Borrower, Borrower a wholly owned subsidiary of AT&T (the “Contribution”), (2) in connection with the Separation and in partial consideration of the Contribution, the Borrower will issue to AT&T debt securities up to the Additional Amount (as defined term loan facility in the Separation and Distribution Agreement) pursuant to the terms of the Separation and Distribution Agreement (the “Borrower Securities”) and make a cash payment to AT&T in an aggregate amount of $41,500,000,000 less the principal amount of Borrower Securities issued to AT&T, subject to other adjustments (the cash payment to AT&T, the “Borrower Cash Distribution”), (3) substantially concurrently with or within one Business Day following the Borrower Cash Distribution, AT&T will distribute to the holders of AT&T common stock all of the issued and outstanding shares of the common stock of the Borrower by means of a pro rata distribution and/or an exchange offer (the “Distribution”) and (4) immediately following the Distribution, the Borrower and Discovery will engage in a strategic business combination, following which the Borrower shall become a wholly owned subsidiary of Discovery (the “Combination”, and together with the Separation, Contribution, the issuance (or incurrence) of the Borrower Securities (if any), the Borrower Cash Distribution and the Distribution, collectively the “Combination Transactions”). In connection with the Combination Transactions, the Borrower has requested the Lenders extend credit to enable it to borrow on the Closing Date a principal amount not in excess of $10,000,000,000 (consisting of a $3,000,000,000 18-month tranche 1 term loan and a $7,000,000,000 three-year tranche 2 term loan). The proceeds of borrowings hereunder are to be used to finance a portion of the Borrower Cash Distribution, to pay fees and expenses related to the Transactions and as otherwise permitted by Section 6.11. The Lenders are willing to extend such credit to the Borrower 35,000,000 on the terms and subject conditions contained in that certain Term Loan Agreement dated as of September 30, 2013 (as amended and in effect immediately prior to the date hereof, the “Existing Term Loan Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and PNC Bank, National Association, as Administrative Agent, and the other parties thereto; and The Borrower has requested that the Lenders amend and restate the Existing Term Loan Agreement (a) to replace the Existing Revolving Credit Agreement and (b) to make available to the Borrower credit facilities in an aggregate initial amount of $250,000,000, which will include the existing $35,000,000 term loan facility, a new $65,000,000 7-year term loan facility and a $150,000,000 revolving credit facility, all on the terms and conditions herein set forthforth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant covenant, and agree that the Existing Term Loan Agreement is amended and restated in its entirety, as follows:
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Sources: Revolving Credit and Term Loan Agreement (Agree Realty Corp)