the proceeds therefrom, the First Lien Leverage Ratio (as defined in the Term Facility Agreement), computed as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 2.50:1.00.
“First Amendment” means that certain First Amendment to Credit and Guaranty Agreement dated as of November 6, 2017, among Holdings, Borrower, each Guarantor party thereto, the Lenders party thereto and Administrative Agent.
“First Amendment Effective Date” has the meaning assigned to such term in Section II of the First Amendment.
“Term Facility Administrative Agent” means Royal Bank of Canada, in its capacity as administrative agent and collateral agent under the Existing Term Loan Refinancing Documents, or any successor administrative agent or collateral agent under the Existing Term Loan Refinancing Documents.
“Term Facility Agreement” means the Term Loan and Guaranty Agreement dated as of November 8, 2017, among Holdings, Borrower, the Subsidiaries party thereto, as guarantors, the lenders party thereto, the Term Facility Administrative Agent and the joint lead arrangers and joint bookrunners party thereto, as such agreement may be amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time, in each case as and to the extent permitted by this Agreement and the Pari Passu Intercreditor Agreement.
B. (i) The definitions of “Existing Term Loan Refinancing Documents” and “Pari Passu Intercreditor Agreement” in Section 1.1 of the Credit Agreement are hereby deleted in their entirety and replaced as follows:
“Existing Term Loan Refinancing Documents” means (i) the Term Facility Agreement and (ii) all guarantee and collateral documentation in respect thereof governing the terms of Indebtedness of the Borrower and the Guarantors, a portion of the proceeds of which are used to refinance the Indebtedness under the Existing Term Credit Agreement; provided that (a) such Indebtedness has a maturity no earlier than the Maturity Date, (b) such Indebtedness does not constitute an obligation (including pursuant to a guarantee) of any Subsidiary of Holdings other than a Credit Party or a Subsidiary that provides a guarantee pursuant to Section 5.20, (c) such Indebtedness is secured only by the Collateral, including any collateral of Non-Recourse Subsidiaries securing guarantees pursuant to Section 5.20 and shall be subject to the terms of the Pari Passu Intercreditor Agreement and (d) the Indebtedness under the Existing Term Credit Agreement shall be repaid, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments thereunder shall be terminated, in each case on the First Amendment Effective Date.
“Pari Passu Intercreditor Agreement” means the Pari Passu Intercreditor Agreement dated as of the First Amendment Effective Date among Administrative Agent, Term Facility Administrative Agent and the Credit Parties.