UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 19, 2019

 

 

GLOBAL EAGLE ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-35176		27-4757800
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6080 Center Drive, Suite 1200, Los Angeles, California 90045

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 310-437-6000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value		ENT		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

On July 19, 2019, Global Eagle Entertainment Inc. (the “Company” or “we”) entered into an Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement and Amendment to Security Agreement (the “First Lien Amendment”) among the Company, the guarantors party thereto (the “Guarantors”), the lenders party thereto and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), which First Lien Amendment amends the terms of (i) that certain Credit Agreement, dated as of January 6, 2017, by and among the Company, the Guarantors identified on the signature pages thereto, each lender from time to time party thereto (collectively, the “Lenders”) and Citibank, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender (as amended, supplemented or otherwise modified from time to time, including pursuant to the First Lien Amendment, the “Credit Agreement”) and (ii) that certain Security Agreement, dated as of January 6, 2017 (as amended, supplemented or otherwise modified from time to time, including pursuant to the First Lien Amendment, the “Security Agreement”), by and among the Grantors identified on the signature pages thereto and the Administrative Agent.

In addition, on July 19, 2019, the Company entered into a Second Amendment to Securities Purchase Agreement and Amendment to Security Agreement (the “Second Lien Amendment”) among the Company, the Guarantors, Cortland Capital Market Services LLC, as collateral agent, and each purchaser party thereto, which Second Lien Amendment amends that certain Securities Purchase Agreement, dated as of March 8, 2018, by and among the Company, Searchlight II TBO, L.P., Searchlight II TBO-W, L.P., and Cortland Capital Market Services LLC, as collateral agent (as amended, supplemented or otherwise modified from time to time, including pursuant to the Second Lien Amendment, the “Purchase Agreement”; the notes issued thereunder, the “Second Lien Notes”). In addition, in connection with the foregoing amendments, the applicable parties to the Intercreditor Agreement (as defined in the Credit Agreement) agreed to certain amendments to that agreement (the “Intercreditor Amendment” and together with the First Lien Amendment and the Second Lien Amendment, the “Amendments”).

First Lien Amendment

The First Lien Amendment modified the Credit Agreement, including, with respect to the following terms:

 

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Certain of the Lenders provided the Company with incremental term loans (the “Incremental Term Loans”) in the aggregate principal amount of $40,000,000, which Incremental Term Loans are pari passu in right of payment and security with the existing term loans under the Credit Agreement.

 

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The interest rate and maturity date for the Incremental Term Loans are the same as the existing term loans under the Credit Agreement.

 

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The amortization schedule for the existing term loans is being reset as of the closing date of the First Lien Amendment, which requires an adjustment to the stated amortization rate from 5.0% per annum, to 5.33333% per annum, but which adjustment will not change the actual cash amount of amortization payments received by the existing term loan Lenders in respect of their existing term loans.

 

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All Incremental Term Loans and all existing term loans under the Credit Agreement have been converted into a new class of term loans under the Credit Agreement (“Amortization Holiday Loans”), which shall amortize on the following reduced schedule (from the previous schedule of 5.33333% per annum (payable quarterly)): (i) 1.0666% per annum (payable quarterly) for a four (4) payment date period commencing on and including the September 30, 2019 payment date and continuing until and including the June 30, 2020 payment date and (ii) 2.6666% per annum (payable quarterly) for the September 30, 2020 payment date and the December 31, 2020 payment date. To the extent certain additional conditions described in the First Lien Amendment are satisfied as of future principal payment dates, the amortization holiday may be extended on such principal payment dates with respect to the Amortization Holiday Loans. 100% of the existing term loans will be converted into Amortization Holiday Loans.

 

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The Incremental Term Loans were issued with original issue discount of 5.5% and each Lender providing Incremental Term Loans received an incremental term fee equal to 1.00% of the principal amount of the Incremental Term Loans provided by such Lender. In addition, each existing term loan Lender that has agreed to convert its existing term loans into Amortization Holiday Loans received an amendment fee equal to 0.25% of the principal amount of such Lender’s existing term loans.

 

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As additional collateral security, 100% of the equity interests of (i) all domestic subsidiaries not previously pledged (including any immaterial subsidiaries) and (ii) all first tier foreign subsidiaries, in each case, shall be pledged (the “Additional Equity Pledges”). With respect to foreign subsidiaries, before giving effect to the First Lien Amendment, only 65% of the equity interests of material first tier foreign subsidiaries was pledged as collateral under the Security Agreement.

 

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The definition of “Consolidated EBITDA” has been amended and the quarterly net first lien leverage ratio financial maintenance covenant levels have been reset.

 

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Certain exceptions to the negative covenants (including with respect to debt incurrence, liens, investments and asset sales) have been modified or removed and the Company is prohibited from making any cash interest or principal payments on the Second Lien Notes.

 

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Other than in the case of casualty events, the Company’s reinvestment rights in connection with asset dispositions has been removed. In addition, the prepayment waterfall in connection with asset sales has been modified to:

 

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permit the Company to retain up to the first $8,000,000 of aggregate net proceeds received by the Company and its subsidiaries in connection with asset sales in any fiscal year.

 

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If the Company and its subsidiaries receive more than $50,000,000 but less than $100,000,000 of aggregate net proceeds from asset sales in any fiscal year, permit the Company to retain up to an additional $4,000,000 of such aggregate net proceeds after using $50,000,000 to prepay the term loans as required by the mandatory prepayment provisions of the Credit Agreement (for a total of up to $12,000,000 when combined with the $8,000,000 described in the immediately preceding bullet point).

 

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If the Company and its subsidiaries receive more than $100,000,000 of aggregate net proceeds from asset sales in any fiscal year, permit the Company to retain up to an additional $12,000,000 of such aggregate net proceeds after using $100,000,000 to prepay the term loans as required by the mandatory prepayment provisions of the Credit Agreement (for a total of up to $24,000,000 when combined with the $12,000,000 described in the immediately preceding bullet point).

Second Lien Amendment

The Second Lien Amendment modified the Purchase Agreement, including with respect to the following terms:

 

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Unless the terms of the Credit Agreement permit cash interest payments, all interest payments under the Second Lien Notes shall be paid in-kind at a rate per annum of 12%, payable semi-annually.

 

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The Second Lien Notes are secured by the Additional Equity Pledges on a second lien basis, subject to the terms of the existing intercreditor agreement.

 

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The existing prepayment premium schedule on the Second Lien Notes has been replaced with a revised make-whole premium extended through maturity of the Second Lien Notes.

 

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Corresponding changes have been made to the Purchase Agreement including with respect to definition of “Consolidated EBITDA” and the negative covenant exceptions, in each case, to the extent applicable, in order to mirror the changes to the Credit Agreement contemplated by the First Lien Amendment.

The descriptions contained herein of the Amendments are qualified in their entirety by reference to the terms of the First Lien Amendment, the Second Lien Amendment, and the Intercreditor Amendment, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

 

Item 2.02

Results of Operations and Financial Condition.

On July 19, 2019, the Company issued a press release (the “Press Release”) announcing, among other things, the Company’s entry into the Amendments. A copy of the Press Release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by

reference.

 

Item 7.01

Regulation FD Disclosure.

In connection with the discussions regarding the First Lien Amendment, the Company furnished to the lenders party thereto a management presentation and certain other information regarding the Company (the “Disclosure Information”), a copy of which is furnished hereto as Exhibit 99.2 and incorporated herein by reference. Statements made and information included in the Disclosure Information are made as of the date of such Disclosure Information and not as of the date hereof.

 

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Subsequent to the date on which the Disclosure Information was provided to the lenders, the Company’s views on some of the matters set forth therein may have changed. As such, the Company’s future public filings may contain information that updates or supersedes some of the information contained in the Disclosure Information; however, the Company is under no obligation to update such Disclosure Information for the date hereof or any future date.

The information contained in Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

In this Current Report on Form 8-K, we make “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information available to us as of the date hereof and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of other factors, including the risks and uncertainties set forth in our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

The forward-looking statements herein speak only as of the date the statements are made (which is the date of this Current Report on Form 8-K). Investors should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
10.1		Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement and Amendment to Security Agreement, dated as of July  19, 2019, by and among Global Eagle Entertainment Inc., the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent.
10.2		Second Amendment to Securities Purchase Agreement and Amendment to Security Agreement, dated as of July  19, 2019, by and among Global Eagle Entertainment. Inc., the guarantors party thereto, Cortland Capital Market Services LLC, as collateral agent, and each purchaser party thereto.
10.3		Amendment No. 1 to Intercreditor And Subordination Agreement and Consent and Reaffirmation, dated as of July 19, 2019, by and among Global Eagle Entertainment Inc., certain guarantors party thereto, Citibank, N.A., as administrative agent for the First Lien Credit Agreement Secured Parties, and Cortland Capital Market Services LLC, as collateral agent for the Second Lien Securities Purchase Agreement Secured Parties.
99.1		Press Release dated July 19, 2019.
99.2		Disclosure Information.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 19, 2019

Exhibit 10.1

Execution Version

This OMNIBUS INCREMENTAL TERM LOAN AND SEVENTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (this “First Omnibus Amendment”), dated as of July 19, 2019, by and among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company” or the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, together with the Borrower being collectively, the “Loan Parties”), the Lenders (as defined below) party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, reference is made to the Credit Agreement, dated as of January 6, 2017, as amended by (i) the First Amendment and Limited Waiver to Credit Agreement dated as of May 4, 2017, (ii) the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement dated as of June 29, 2017, (iii) the Third Amendment to Limited Waiver to Credit Agreement and Third Amendment to Credit Agreement dated as of October 2, 2017, (iv) the Fourth Amendment to Limited Waiver to Credit Agreement and Fourth Amendment to Credit Agreement dated as of October 31, 2017, (v) the Fifth Amendment to Limited Waiver to Credit Agreement and Fifth Amendment to Credit Agreement dated as of December 22, 2017 and (vi) the Sixth Amendment to Credit Agreement dated as of March 8, 2018 (collectively, the “Credit Agreement”; and the Credit Agreement as amended hereby, being the “Amended Credit Agreement”), among the Borrower, the Guarantors party thereto from time to time, the Administrative Agent, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), CITIBANK, N.A., as L/C Issuer, and CITIBANK, N.A., as Swing Line Lender;

WHEREAS, reference is made to the Securities Purchase Agreement, dated as of March 8, 2018, as amended and/or supplemented by (i) the First Amendment to Securities Purchase Agreement dated as of March 27, 2018 and (ii) the Joinder to Securities Purchase Agreement dated as of March 27, 2018 (collectively, the “Purchase Agreement”; and the Purchase Agreement as amended by the Second Lien Amendment (as defined below), being the “Amended Purchase Agreement”), among the Company, Cortland Capital Market Services LLC, as collateral agent (in such capacity, the “Collateral Agent”), and the purchasers party thereto (collectively, the “Purchasers” and, individually, a “Purchaser”);

WHEREAS, the Company has requested that the Collateral Agent and the Purchasers make certain amendments to the Purchase Agreement including, but not limited to, (i) conforming changes in connection with this First Omnibus Amendment, (ii) modifications to the interest payment section therein that provide that interest on the Second Lien Notes will be payable only in kind following the First Omnibus Amendment Effective Date (until cash payments are otherwise permitted pursuant to the terms of the Amended Credit Agreement) and (iii) amendments to the prepayment section therein such that the make-whole protection on Second Lien Notes will be extended to (but excluding) June 30, 2023 from March 27, 2021 (such amendments, collectively, the “Second Lien Amendment”);

WHEREAS, reference is also made to the Security Agreement, dated as of January 6, 2017 (as heretofore amended, the “Security Agreement”; and the Security Agreement as amended hereby, being the “ Amended Security Agreement”), among the Loan Parties identified therein as “Grantors” and the Administrative Agent;

WHEREAS, the Borrower has requested an additional tranche of term loans from certain of the Term Lenders (the “New Incremental Term Lenders”) in an aggregate principal amount of $40,000,000 and pari passu in right of payments, security and priority with the existing Term Loans and Term Lenders under the Credit Agreement (the “New Incremental Term Loans”);

WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower and the Required Lenders (as defined in the Credit Agreement) may amend the Credit Agreement and the other Loan Documents for certain purposes;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement and the Security Agreement as set forth herein and, subject to the terms and conditions set forth in this First Omnibus Amendment, the Administrative Agent and the Lenders hereto (constituting in excess of the Required Lenders) hereby agree to such request;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions. Each capitalized term used and not otherwise defined in this First Omnibus Amendment shall have the meaning assigned to such term in the Amended Credit Agreement, and where not therein defined, such capitalized term shall have the meaning assigned to such term in the Amended Security Agreement.

Section 2. Agreements. Effective as of the First Omnibus Amendment Effective Date (as defined below):

(a)    The New Incremental Term Lenders, as Lenders under the Amended Credit Agreement, agree that the aggregate amount of the New Incremental Term Loan Commitment shall be $40,000,000 and each of the New Incremental Term Lenders shall have New Incremental Term Loan Commitments in the amount set forth opposite such New Incremental Term Lender’s name on Schedule 2.01(c) to the Amended Credit Agreement.

(b)    Upon the extension thereof, the New Incremental Term Loan shall (i) be deemed to be made in addition to the Loans outstanding as of the date hereof, and not in repayment thereof, and (ii) constitute “Loans,” “Obligations,” “Term Loans,” “Secured Obligations” and “Guaranteed Obligations” under the Amended Credit Agreement, the Amended Security Agreement and each of the other Loan Documents and, in each case, shall have all of the benefits thereof and be secured for the benefit of the Secured Parties to the same extent as the other Secured Obligations as provided in any Loan Document.

(c)    The New Incremental Term Lenders shall be “Secured Parties” under the Security Agreement and “Lenders” under the Amended Credit Agreement for all purposes under the Loan Documents and agree to be bound by the terms thereof.

 

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(d)    The Borrower agrees to pay on the First Omnibus Amendment Effective Date (i) to the Administrative Agent for the ratable benefit of each of the Initial Term Loan Lenders party hereto, in consideration for among other things, agreeing that its Term Loans will be subject to the amortization holiday set forth in Section 2.07(e) of the Amended Credit Agreement, a fee, in cash, equal, in aggregate, to 0.25% of each such Initial Term Loan Lender’s outstanding Initial Term Loans under the Credit Agreement immediately prior to the First Omnibus Amendment Effective Date (the “Consent Fee”), (ii) to Citibank, N.A., a fee, as set forth in a separate Engagement Letter dated as of the date hereof (the “Citibank Engagement Letter”) among the Borrower and Citibank, N.A. (the “Citibank Fee”) and (iii) to the New Incremental Term Lenders party hereto, a fee, in cash, equal to 1.00% of the New Incremental Term Loan (the “New Incremental Term Fee”); it being acknowledged that such fee shall be paid in trust to the Initial New Incremental Term Lender for the benefit of each of the New Incremental Term Lenders pending closing of the initial distribution thereof in accordance with the agreements regarding the distribution and allocation of the New Incremental Term Loans to and among the Initial New Incremental Term Lender and the New Incremental Term Lenders subject thereto (at which point it shall be paid to such New Incremental Term Lenders).

(e)    As among all of the Secured Parties for all purposes of all Loan Documents, it is hereby acknowledged and agreed that the Obligations, the Secured Obligations and Guaranteed Obligations owing to the New Incremental Term Lenders shall be pari passu in right of payments, security and priority with the existing Loans and Lenders under the Amended Credit Agreement with respect to the Obligations, the Secured Obligations and Guaranteed Obligations and the Liens and Collateral securing the foregoing.

Section 3.    Amendments to Credit Agreement.

(a)    The Credit Agreement (excluding the annexes, schedules and exhibits thereto) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the marked blacklined copy of the Amended Credit Agreement attached as Annex I attached hereto (which shall be the Amended Credit Agreement). Said Annex I has been blacklined to show all changes from the Credit Agreement as in effect immediately prior to the date hereof, it being agreed that, by virtue of this First Omnibus Amendment and upon the effectiveness hereof, any amendments or other modifications to the Credit Agreement prior to the date hereof that are not reflected in said Annex I shall cease to be in effect or, as the case may be, shall be modified as set forth in said Annex I, and Annex I shall for all purposes be deemed to constitute the Amended Credit Agreement.

(b)    Schedules to the Amended Credit Agreement. (i) Each of Schedules, 1.01(B), 5.11, 5.18(d), 6.23, 7.01(b), 7.03(b), 7.05(v), 7.08(h) and 10.02 to the Credit Agreement are hereby amended and restated in their entirety to read as set forth on Annex II attached hereto and (ii) a new Schedule 2.01(c) shall be added to the Amended Credit Agreement in the form of Annex II attached hereto. References to each of the foregoing schedules in any of the Loan Documents shall be deemed to be references to such schedules as set forth on such Annex II.

(c)    Exhibits to the Amended Credit Agreement. Exhibits D-1, E-1 and J to the Credit Agreement are hereby amended and restated in their entirety to read as set forth on Annex III attached hereto. References to the foregoing exhibits in any of the Loan Documents shall be deemed to be references to such exhibits as set forth on such Annex III.

 

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(d)    In addition to the foregoing, by consenting to this First Omnibus Amendment, each Term Lender party hereto is agreeing that all of their existing Term Loans heretofore extended by them and any New Incremental Term Loan extended by them pursuant to the Amended Credit Agreement shall be deemed to be a separate Class of Loans designated as Amortization Holiday Loans and shall be subject to the amortization holiday to the extent set forth in Section 2.07(e) of the Amended Credit Agreement.

Section 4.    Amendments to Security Agreement.

(a)    Section 1.01 of the Security Agreement is hereby amended by deleting the definition of “Article 9 Collateral” appearing therein; and the Security Agreement (other than in Section 3.01(a) of the Security Agreement, which is addressed in Section 4(h) of this First Omnibus Amendment) is hereby amended to replace all references to “Article 9 Collateral” therein with references to “Collateral.”

(b)    The definition of “Collateral” set forth in Section 1.01 of the Security Agreement is hereby amended and restated in its entirety to read as follows:

““Collateral” means the Collateral described in Section 3.01 and the Pledged Collateral.”

(c)    The definition of “Grantor” set forth in Section 1.01 of the Security Agreement is hereby amended and restated in its entirety to read as follows:

““Grantor” means the Borrower, each Guarantor, and each Guarantor that is a wholly-owned Domestic Subsidiary that becomes or is required to become a party to this Agreement and the Credit Agreement on or after the First Omnibus Amendment Effective Date.”

(d)    The definition of “Subsidiary Parties” set forth in Section 1.01 of the Security Agreement is hereby amended and restated in its entirety to read as follows:

““Subsidiary Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Party on or after the First Omnibus Amendment Effective Date.”

(e)    Section 2.01(i) of the Security Agreement is hereby amended by amending and restating the proviso therein immediately following the reference to “(collectively, the “Pledged Equity”);” as follows:

“provided that the Pledged Equity shall not include any Excluded Assets;”

 

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(f)    Section 2.02(a) of the Security Agreement is hereby amended by (i) replacing all of the references to “Closing Date” therein with a reference to “First Omnibus Amendment Effective Date” and (ii) amending and restating the proviso therein as follows:

“ provided that except as specified by the Required Lenders, no Grantor shall be required to take any action under the law of any non-U.S. jurisdiction to create or perfect a security interest in any assets located outside the United States or any other assets that require such action, including any intellectual property registered in any non-U.S. jurisdiction (and no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction shall be required).”

(g)    Section 2.02(b) of the Security Agreement is hereby amended by replacing the reference therein to “$5,000,000” with a reference to “$1,000,000”.

(h)    Section 3.01(a) of the Security Agreement is hereby amended by (i) replacing the reference to “(collectively, the “Article 9 Collateral”)” therein with a reference to “(collectively, with the Pledged Collateral, the “Collateral”), (ii) deleting the reference to “and” at the end of clause (xiii) therein, (iii) redesignating the current clause “(xiv)” as clause “(xviii),” and (iv) adding new clauses (xiv), (xv), (xvi) and (xvii) thereto as follows:

“(xiv) all Deposit Accounts, Securities Accounts and Commodities Accounts (other than Excluded Deposit Accounts);

(xv) all leases of real property and all proceeds thereof;

(xvi) all payment intangibles;

(xvii) all money, cash or other Cash Equivalents; and”

(i)    Section 3.01(d) of the Security Agreement is hereby amended and restated in its entirety to read as follows:

“(d) The Administrative Agent is hereby authorized to file with the USPTO or the USCO (or any successor office) additional documents (including any Intellectual Property Security Agreements and/or supplements thereto) as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in the Registered Intellectual Property Collateral of each Grantor in which a security interest has been granted by each Grantor, and naming any Grantor as debtor and the Administrative Agent as secured party.”

(j)    Section 3.01 of the Security Agreement is hereby further amended by deleting Section 3.01(e) therein in its entirety and replacing it with a reference to “[Reserved].”.

(k)    Section 3.02(d) of the Security Agreement is hereby amended by deleting the reference to “and” at the end of clause (ii) therein and adding the following at the conclusion thereof as a new clause (iv) thereto as follows:

“, and (iv) subject to the entry by the applicable Grantor, the Administrative Agent and the bank, securities intermediary or commodities intermediary, in each case, with whom such Deposit Account, Securities Account or Commodities Account is maintained (as applicable) into a customary control agreement with respect to each Deposit Account, Securities Account or Commodities Account, a perfected security interest in all such

 

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Deposit Accounts, Securities Accounts or Commodities Accounts (other than any account constituting an Excluded Deposit Account or an Excluded Asset) in which a security interest may be perfected by entering into control agreements pursuant to the Uniform Commercial Code.”

(l)    Section 3.02(f) of the Security Agreement is hereby amended by replacing the reference therein to “$5,000,000” with a reference to “$500,000”.

(m)    Section 3.02 of the Security Agreement is hereby further amended by adding a new clause (g) thereto as follows:

“(g) As of the First Omnibus Amendment Effective Date, Schedule IV hereto sets forth a true and complete list and description, of all Deposit Accounts, Securities Accounts, Commodities Accounts (except Excluded Deposit Accounts) and all other depositary accounts maintained by each Grantor.”

(n)    Section 3.03(e) of the Security Agreement is hereby amended by replacing the reference therein to “$2,500,000” with a reference to “$1,000,000”.

(o)    Section 3.03 of the Security Agreement is hereby further amended by adding a new Section 3.03(h) thereto as follows:

“(h) Deposit Accounts Covenants.

(i)    In the case of any Deposit Accounts, Securities Accounts or Commodities Accounts existing on the First Omnibus Amendment Effective Date (other than any account constituting an Excluded Deposit Account or any Excluded Asset), such Grantor shall enter into a customary control agreement with the Administrative Agent and the applicable bank, securities intermediary or commodities intermediary with respect to such account in form and substance reasonably acceptable to the Administrative Agent within the time period required by Section 6.23 of the Amended Credit Agreement.

(ii)    Except as provided by Section 6.23 of the Credit Agreement, the Grantors shall deliver deposit account control agreements or other similar agreement from each financial institution at which such Grantor maintains any Deposit Account, Securities Account or Commodities Account (other than an Excluded Deposit Account) executed by and among such financial institution, the Administrative Agent and such Grantor sufficient to give the Administrative Agent “control” (within the meaning set forth in Section 9-104 of the Uniform Commercial Code) of such account and otherwise to be in form and substance acceptable to the Administrative Agent, in each case, to the extent acquired after the First Omnibus Amendment Effective Date, within 60 days after opening any such account.”

(p)    Section 6.11 of the Security Agreement is hereby amended by deleting Section 6.11(b) therein in its entirety and replacing it with a reference to “[Reserved].”.

(q)    Section 6.11(e) of the Security Agreement is hereby amended by replacing the reference therein to the words “(a), (b), (c) or (d) of this Section 6.11” with a reference to “(a), (c) or (d) of this Section 6.11”.

 

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(r)    Section 6.12 of the Security Agreement is hereby amended and restated in its entirety to read as follows:

“Section 6.12 Additional Grantors. Pursuant to Section 6.11 of the Credit Agreement, certain additional Subsidiaries of the Grantors may be required to enter in this Agreement as Grantors. Upon execution and delivery by the Administrative Agent and a Subsidiary of a Security Agreement Supplement, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder, except to the extent obtained on or prior to such date and in full force and effect on such date. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.”

(s)    Schedules to the Amended Security Agreement. (i) Schedules I, II and III to the Security Agreement are hereby amended and restated as set forth on Annex IV attached hereto and (ii) a new Schedule IV shall be added to the Amended Security Agreement in the form of Annex IV attached hereto. References to each such schedule shall be deemed to be references to such schedules as set forth on Annex IV attached hereto.

(t)    Exhibits to the Amended Security Agreement. Exhibit II to the Security Agreement is hereby amended and restated in its entirety to read as set forth on Annex V attached hereto. References to the foregoing exhibit in any of the Loan Documents shall be deemed to be references to such exhibit as set forth on such Annex V.

Section 5. Consent to Amendments to Purchase Agreement and Notes Intercreditor Agreement.

The Lenders party hereto (constituting the Required Lenders) hereby consent to the execution, delivery and performance of the Second Lien Amendment attached hereto as Annex VI and the Lenders party hereto (constituting the Required Lenders) hereby direct the Administrative Agent to execute, deliver and perform its obligations under the Amendment No. 1 to Intercreditor and Subordination Agreement and Consent and Reaffirmation attached hereto as Annex VII (the “Amendment No. 1 to Intercreditor and Subordination Agreement”) pursuant to which (x) the Administrative Agent, on behalf of itself and the Secured Parties, shall consent to the execution, delivery and performance of the Second Lien Amendment by the parties thereto and the amendments to the Purchase Agreement contained in the Second Lien Amendment and (y) certain modifications to the subordination provisions shall be made.

Section 6. Representations and Warranties.

(a)    Power; Authorization; Enforceable Obligations. The Borrower and each other Loan Party has the requisite power and authority, and the legal right, to enter into this First Omnibus Amendment. The Borrower and each other Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this First Omnibus Amendment. This First Omnibus Amendment constitutes a legal, valid and binding obligation of the Borrower and each other Loan Party signatory hereto, enforceable against the

 

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Borrower and each other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)    Accuracy of Representations and Warranties. Immediately before and after giving effect to this First Omnibus Amendment on the First Omnibus Amendment Effective Date, the representations and warranties of the Borrower and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the First Omnibus Amendment Effective Date to the same extent as though made on and as of the First Omnibus Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(c)    No Default or Event of Default has occurred and is continuing or would result from the execution, delivery or performance of this First Omnibus Amendment or the borrowing or making of the New Incremental Term Loans.

(d)    Since December 31, 2018, no Material Adverse Effect has occurred or would result from the execution, delivery or performance of this First Omnibus Amendment or the borrowing or making of the New Incremental Term Loans.

Section 7.    [Reserved].

Section 8. Effectiveness; Conditions Precedent. This First Omnibus Amendment and each of the amendments to the Loan Documents referenced herein shall become effective on the date (such date, the “First Omnibus Amendment Effective Date”) that the following conditions have been satisfied (except, in each case, as otherwise provided in Section 6.23 of the Amended Credit Agreement):

(a)    The Administrative Agent shall have received, in form and substance satisfactory to the Required Lenders and the Administrative Agent, each of the following:

(i)    Fully-executed counterparts from all parties of this First Omnibus Amendment (and all schedules and exhibits) executed by Initial Term Loan Lenders holding at least 90% of the outstanding principal amount of Initial Term Loans.

(ii)    The Joinder Agreements executed by IFE Services (USA), Inc. and MTN International, Inc.

(iii)    The Security Agreement Supplements executed by IFE Services (USA), Inc. and MTN International, Inc.

 

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(iv)    Stock certificates, if any, representing the Pledged Equity referred to in the Security Agreement including (x) with respect to any first-tier Foreign Subsidiary, any previously unpledged Equity Interest of such entity (to the extent it is not an Excluded Subsidiary) and (y) any other Equity Interest set forth in clause (a)(xviii) below, together in each case with executed (in blank) stock powers relating thereto, all in form and substance acceptable to the Administrative Agent and the Required Lenders.

(v)    UCC-1 financing statements for each of IFE Services (USA), Inc. and MTN International, Inc. in appropriate form for filing in the respective filing office designated thereon.

(vi)    Deposit account control agreements or other similar agreement from each financial institution at which each Grantor maintains a Deposit Account, Securities Account, Commodities Account or other similar account (other than the Excluded Deposit Accounts) executed by and among such financial institution, the Administrative Agent and such Grantor sufficient to give the Administrative Agent “control” (within the meaning set forth in Section 9-104 of the Uniform Commercial Code) of such account and otherwise to be in form and substance acceptable to the Required Lenders.

(vii)    Fully-executed counterparts from all parties of the Citibank Engagement Letter.

(viii)    A master consent to assignment executed by the Borrower consenting to the assignment by the Initial New Incremental Term Lender to the New Incremental Term Loan Lenders of the New Incremental Term Loans.

(ix)    Fully-executed counterparts from all parties of the Amendment No. 1 to the Intercreditor and Subordination Agreement.

(x)    Fully-executed counterparts from all parties of the Second Lien Amendment, together with all other documentation relating thereto.

(xi)    A Committed Loan Notice executed by the Borrower specifying a funding date of July 19, 2019, in respect of the New Incremental Term Loan Commitment which shall be given in accordance with the time periods and meeting the other requirements specified in Section 2.02 of the Amended Credit Agreement.

(xii)    Lien Searches. Results of proper and customary Lien, bankruptcy, judgment, copyright, patent and trademark searches with respect to each Loan Party in the applicable jurisdictions in reasonably acceptable scope and with acceptable results to the Administrative Agent and the Required Lenders.

(xiii)    Perfection Certificate. An updated Perfection Certificate relating to the Loan Parties in form and substance satisfactory to the Administrative Agent and the Required Lenders.

 

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(xiv)    Officer’s Certificates. A certificate of a Responsible Officer of each Loan Party dated the First Omnibus Amendment Effective Date and certifying that attached thereto are (i) true, correct and complete copies of the charter and by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the First Omnibus Amendment Effective Date, (ii) true, correct and complete copies of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization (iii) a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority from such Loan Party’s jurisdiction of organization, (iv) the names of the authorized officers authorized to sign the Loan Documents and their true signatures and (v) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this First Omnibus Amendment, the Amended Credit Agreement, the Amended Security Agreement and the transactions contemplated hereby and thereby and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

(xv)    Beneficial Ownership Certificates. (i) The Administrative Agent and the Lenders shall have received, prior to the First Omnibus Amendment Effective Date, all documentation and other information regarding the Borrower and the Guarantors requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower or the Guarantors at least ten (10) days prior to the First Omnibus Amendment Effective Date and (ii) to the extent any of the Borrower or the Guarantors qualify as a “legal entity customer” under the Beneficial Ownership Regulation, prior to the First Omnibus Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower or the Guarantors at least ten (10) days prior to the First Omnibus Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower or the Guarantors shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this First Omnibus Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).

(xvi)    Legal Opinions. The Administrative Agent shall have received a written opinion in form and substance customary for transactions similar to this transaction (addressed to the Administrative Agent and the Lenders dated the First Omnibus Amendment Effective Date) from (1) Winston & Strawn LLP, New York, California and Delaware counsel for the Loan Parties (2) Snell & Wilmer L.L.P., Colorado counsel for the Loan Parties and (3) Helsell Fetterman LLP, Washington counsel for the Loan Parties.

(xvii)    Additional Equity Interests. Each Grantor shall have taken any and all actions which may reasonably be necessary to pledge all Pledged Collateral (as defined in the Amended Security Agreement), including without limitation, 100% of the Equity Interests of MTN International, Inc., owned by such Grantor, including delivery of stock certificates or other instruments representing all Equity

 

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Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, all in form and substance acceptable to the Administrative Agent, the Required Lenders and the New Incremental Term Lenders.

(xviii)    Closing Certificate. A closing certificate of the Borrower in form and substance satisfactory to the Required Lenders and the Administrative Agent certifying (w) as to the matters set forth in Section 6(b) of this Amendment (x) that all conditions precedent to the First Omnibus Amendment Effective Date have been satisfied, (y) that attached thereto are current and complete copies of the Second Lien Amendment and all other agreements executed in connection therewith, and (z)    that the Second Lien Amendment and all other agreements executed in connection therewith have become effective in accordance with their terms.

(xix)    Insurance. Updated certificates of insurance meeting the requirements set forth in the Credit Agreement or in the Collateral Documents or as required by the Administrative Agent, and insurance endorsements naming the Administrative Agent as lenders’ loss payable as its interest may appear, with respect of any such insurance, as applicable.

(xx)    Amendments to IP Security Agreements. (i) Fully-executed counterparts from all parties to the First Amendment to Patent Security Agreement. and (ii) fully-executed counterparts from all parties to the First Amendment to the Trademark Security Agreement.

(b)    Collateral and Guarantee Requirement. The Collateral and Guarantee Requirement shall have been satisfied.

(c)    Fees. The Administrative Agent and the Initial New Incremental Term Lender (as applicable pursuant to Section 2(d) hereof) shall have received (in cash) the Consent Fee, the Citibank Fee and the New Incremental Term Fee and the Administrative Agent, the Initial New Incremental Term Lender, the New Incremental Term Lenders and the New Incremental Term Lender Advisor shall have received payment (in cash) of all documented fees and expenses required to be paid or reimbursed by the Borrower on the First Omnibus Amendment Effective Date including (without duplication) (i) all professional fees and expenses of the New Incremental Term Lender Advisor relating to this First Omnibus Amendment, the Amended Credit Agreement and the transactions related thereto and (ii) all fees and reasonable and documented expenses required to be paid or reimbursed under Section 10.04 of the Amended Credit Agreement (including the fees and expenses of the legal counsel to the Administrative Agent) for which invoices have been presented a reasonable period of time prior to the First Omnibus Amendment Effective Date, shall in each case have been paid or reimbursed.

(d)    Financial Analyses. The Administrative Agent and the New Incremental Term Lenders shall have received such forecasts, budgets and other business and financial analyses as they shall request.

 

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(e)    Diligence. The Lenders (or their agents) shall have completed their legal and business due diligence and are satisfied with the results thereof.

(f)    Representations and Warranties. The representations and warranties in Section 6 of this First Omnibus Amendment and in the other Loan Documents shall be true and correct in all material respects (or if qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) on the First Omnibus Amendment Effective Date (or to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(g)    No Default. No Default or Event of Default has occurred and is continuing or would result from the execution, delivery or performance of this First Omnibus Amendment or the borrowing or making of the New Incremental Term Loan.

(h)    No Material Adverse Effect. Since December 31, 2018, no Material Adverse Effect shall have occurred or would result from the execution, delivery or performance of this First Omnibus Amendment or the borrowing or making of the New Incremental Term Loan;

(i)    Other. The Loan Parties shall have provided such other items and shall have satisfied such other conditions as may be reasonably required by the Required Lenders.

(j)    Amortization Holiday Conditions. The Amortization Holiday Conditions shall have been satisfied.

Section 9. Post-Closing Covenant. The Loan Parties, jointly and severally, covenant and agree to satisfy the requirements and/or provide to the Administrative Agent each of the documents, instruments, agreements and information set forth on Schedule 6.23 to the Amended Credit Agreement (each in form and substance satisfactory to the Administrative Agent and the Required Lenders)in their reasonable discretion), as soon as commercially reasonable after the First Omnibus Amendment Effective Date and by no later than the date set forth on Schedule 6.23 to the Amended Credit Agreement with respect to such action (or such later date as the Administrative Agent may reasonably agree).

Section 10. Entire Agreement. This First Omnibus Amendment, the Amended Credit Agreement, the Amended Security Agreement, and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

Section 11. GOVERNING LAW. THIS FIRST OMNIBUS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS FIRST OMNIBUS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

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Section 12. Consent to Jurisdiction; Waiver of Jury Trial. The jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

Section 13. Consent to Service of Process. Each party to this First Omnibus Amendment irrevocably consents to the service of process in the manner provided for notices in Section 10.02 of the Amended Credit Agreement. Nothing in any Loan Document will affect the right of any party to this First Omnibus Amendment to serve process in any other manner permitted by law.

Section 14. Severability. Any term or provision of this First Omnibus Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this First Omnibus Amendment or affecting the validity or enforceability of any of the terms or provisions of this First Omnibus Amendment in any other jurisdiction. If any provision of this First Omnibus Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

Section 15. Loan Document. This First Omnibus Amendment constitutes a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

Section 16. Reaffirmation. Each of the undersigned Loan Parties (i) acknowledges all of its obligations, undertakings and liabilities under the Credit Agreement, the Security Agreement and the other Loan Documents to which it is a party in each case as amended hereby or in connection herewith and such obligations, undertakings and liabilities (as so amended hereby, where applicable, are hereby reaffirmed and remain in full force and effect on a continuous basis, (ii) agrees that its grant of security interests pursuant to the Security Agreement is hereby remade, reaffirmed and remains in full force and effect after giving effect to this First Omnibus Amendment and secures all Secured Obligations (as in effect after giving effect hereto), (iii) acknowledges and agrees that the Secured Obligations, the Obligations and the Guaranteed Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the New Incremental Term Loans, Revolving Credit Commitments and Revolving Credit Loans, the Term Loans and other Loans and (iv) acknowledges and agrees that the execution of this First Omnibus Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Required Lenders, the New Incremental Term Lenders or the other Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

Section 17. Expenses. The Borrower agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the New Incremental Term Loan Lender Advisor in connection with the negotiation, preparation, execution and delivery of this First Omnibus Amendment, including without limitation, the reasonable and documented fees, costs and expenses of the Administrative Agent and New Incremental Term Lender Advisor, in each case, in the manner set forth in Section 10.04 of the Amended Credit Agreement.

 

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Section 18. Counterparts. This First Omnibus Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Omnibus Amendment by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of this First Omnibus Amendment.

Section 19. Headings. The headings of this First Omnibus Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 20. Effect of this First Omnibus Amendment. Except as expressly set forth herein, (i) this First Omnibus Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the grant of its Liens on the Collateral made by it pursuant to the Security Documents. The execution, delivery and effectiveness of this First Omnibus Amendment shall not, except as expressly provided herein or as provided in the exhibits hereto, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents. This First Omnibus Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this First Omnibus Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents. From and after the First Omnibus Amendment Effective Date, all references to the Credit Agreement or the Security Agreement in any Loan Document and all references in the Credit Agreement or the Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement and/or the Security Agreement shall, unless expressly provided otherwise, be deemed to refer to the Amended Credit Agreement and/or the Security Agreement as amended hereby, respectively. Each of the Loan Parties hereby consents to this First Omnibus Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.

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IN WITNESS WHEREOF, the parties hereto have caused this First Omnibus Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

 

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