Amended ABL Credit Agreement

Amended ABL Credit Agreement. Subject to the occurrence of the Second Amendment Effective Date, each of the Loan Parties, the Agent and the Lenders party hereto (collectively constituting the Required Lenders) agrees that the Existing ABL Credit Agreement is hereby amended as follows:(a)Section 1.1 of the Existing ABL Credit Agreement is hereby amended to add the following defined terms in appropriate alphabetical order: 2018 Unsecured Facility: the up to $300,000,000 (or such lesser amount actually issued on the Second... Amendment Effective Date (or prior thereto pursuant to escrow arrangements)) in original aggregate principal amount of unsecured notes issued by the Administrative Borrower or, in lieu thereof, the up to $300,000,000 unsecured term loan facility made available to the Administrative Borrower, in each case, pursuant to the Commitment Letter dated July 24, 2018 among AlbaCore Capital, LLP, Canyon Value Realization Fund, L.P. and the Parent, the proceeds of which will be used to finance the purchase price of the ModSpace Acquisition, to effect the Debt Repayment and to pay the ModSpace Transaction Costs.2018 Unsecured Facility Documents: the unsecured notes of the Administrative Borrower issued pursuant to the 2018 Unsecured Facility (and the indenture or other definitive agreement entered into in connection therewith) or, if applicable, the unsecured credit agreement pursuant to which the 2018 Unsecured Facility is made available to the Administrative Borrower and all other "Loan Documents" (or similar term) as defined therein.Second Amendment Agreement: the Second Amendment to this Agreement dated as of July 24, 2018 among the Borrowers, Holdings, the other Loan Parties party thereto, the Lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent.Second Amendment Effective Date: the Second Amendment Effective Date (as defined in the Second Amendment Agreement), which is anticipated to be the same date as the First Amendment Effective Date. (b)Clause (d) of the definition of "Change of Control" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by adding the text ", the 2018 Unsecured Facility Documents" immediately following the text "the 2018 Senior Unsecured Bridge Credit Agreement" appearing therein. (c)The first proviso following clause (i) appearing in the definition of "Excluded Subsidiary" in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by removing the word "or" appearing immediately before the reference to "the 2018 Senior Unsecured Bridge Facility" appearing in clause (x) of such proviso and replacing it with a comma, and by adding the following text immediately after such reference: " or the 2018 Unsecured Facility ". (d)The definition of "Loan Documents" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by adding the text "the Second Amendment Agreement," immediately following the text "the First Amendment Agreement," appearing therein. (e)The definition of "ModSpace Transactions" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by (i) changing the reference to "(x)" appearing therein to a reference to "(xi)" and (ii) adding the following text as a new clause (x) in appropriate numerical order: ", (x) the execution, delivery and performance of the 2018 Unsecured Facility Documents, the issuance of the 2018 Unsecured Facility thereunder and the use of the proceeds thereof". (f)The proviso at the end of the definition of "Qualified Receivables Transaction" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by removing the word "and" appearing immediately before the reference to "the 2018 Senior Unsecured Bridge Credit Agreement" appearing therein and replacing it with a comma, and by adding the following text immediately after such reference: "and the 2018 Unsecured Facility Documents". (g)Clause (f) of the definition of "Refinancing Indebtedness" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by removing the word "or" appearing immediately before the reference to "the 2018 Senior Unsecured Bridge Facility" appearing therein and replacing it with a comma, and by adding the following text immediately after such reference: "or the 2018 Unsecured Facility". (h)Clause (i) of the final proviso in the definition of "Unrestricted Subsidiary" appearing in Section 1.1 of the Existing ABL Credit Agreement is hereby amended by adding the following text immediately prior to the text "and an "unrestricted subsidiary" (or similar term) under any other document," appearing therein: ", an "Unrestricted Subsidiary" (under and as defined in the applicable 2018 Unsecured Facility Documents as in effect on the Second Amendment Effective Date)". (i)Clause (x) of the proviso set forth in Section 1.9 of the Existing ABL Credit Agreement is hereby amended by removing the word "and" appearing immediately prior to the text "all Indebtedness outstanding arising under the 2018 Senior Unsecured Notes" therein and replacing it with a comma, and by adding the following text at the end of such clause (x): "and all Indebtedness outstanding arising under the 2018 Unsecured Facility and any Refinancing Indebtedness with respect thereto will at all times be deemed to be outstanding in reliance on Section 10.2.1(b)(i)(E)". (j)Clause (ii) of the final sentence of Section 10.1.20 of the Existing ABL Credit Agreement is hereby amended by: (i)adding the text ", the 2018 Unsecured Facility Documents" immediately following the reference to "the 2018 Unsecured Bridge Credit Agreement" therein; and(ii)adding the text "10.2.1(b)(i)(E)," immediately following the reference to "10.2.1(b)(i)(D)," therein. (k)Section 10.2.1(b)(i) of the Existing ABL Credit Agreement is hereby amended by: (i)removing the word "and" appearing immediately prior to the first reference to "(D)(x)" therein and replacing it with a comma, and adding the following text immediately after such reference: "so long as no Indebtedness has been incurred under the next succeeding clause (E), "; and(ii)adding the following text (and new clause (E)) to the end of such Section 10.2.1(b)(i): "and (E) (x) so long as no Indebtedness has been incurred under the foregoing clause (D), Indebtedness arising under the 2018 Unsecured Facility in an aggregate principal amount with respect to this clause (E)(x) at any time outstanding not to exceed $300,000,000 (or such lesser amount actually incurred or issued, as the case may be, on the Second Amendment Effective Date or prior thereto pursuant to escrow arrangements) (plus the amount of any accrued but unpaid interest in respect thereof which is payable in kind in accordance with the terms of such facility) and (y) any Refinancing Indebtedness with respect thereto; provided that the incurrence of any such Refinancing Indebtedness shall not be deemed to have refreshed capacity under the foregoing clause (i)(E)(x), so long as, in each case with respect to this clause (E), the guarantee of the Unit Subsidiary thereof is subordinated on the terms substantially similar to those provided in the applicable 2018 Unsecured Facility Documents as in effect on the Second Amendment Effective Date;". (l)Section 10.2.7(b) of the Existing ABL Credit Agreement is hereby amended by adding the text ", any of the 2018 Unsecured Facility Documents" to such clause immediately following the reference to "any of the Senior Unsecured Bridge Documents" therein. View More

Amended ABL Credit Agreement. Subject to the occurrence of the Third Amendment Effective Date, each of the Loan Parties and the Agent agree that the Existing ABL Credit Agreement is hereby amended as follows: