The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The lenders under the Credit Agreement and/or their affiliates may have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for the Company and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
Item 1.02 | Termination of a Material Contract. |
The information set forth in the first paragraph of Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off–Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Full Termination of Certain Credit Agreements. The Terminated Credit Agreements (as defined below) were terminated in full in accordance with their terms and conditions as of the Effective Date, and, as of that date, the Company had paid any amounts due in connection with such terminations. For the purposes hereof, the “Terminated Credit Agreements” means the following, each as amended, restated, supplemented or otherwise modified from time to time: (a) $1.325 billion Revolving Credit Agreement, dated as of April 2, 2020, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent; (b) Revolving Credit Agreement, dated as of August 30, 2019, by and among the Company, the lenders from time to time party thereto and UniCredit Bank AG, New York Branch, as administrative agent; (c) Revolving Credit Agreement, dated as of August 30, 2019, by and among the Company, the lenders from time to time party thereto and HSBC Bank USA, N.A., as administrative agent; (d) Revolving Credit Agreement, dated as of August 30, 2019, by and among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent; (e) Revolving Credit Agreement, dated as of April 1, 2020, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent; and (f) Revolving Credit Agreement, dated as of April 7, 2020, by and among the Company, WBA Financial Services Limited, the lenders from time to time party thereto and HSBC Bank PLC, as administrative agent.
Partial Termination of Certain Credit Agreements. As of the Effective Date, the Company terminated (i) $1.5 billion of the commitments under the Mizuho Credit Agreement in accordance with its terms and conditions and, as of such date, the Company had paid any amounts due in connection with such termination and (ii) the New Commitments (as defined in the 2020 Existing Wells Fargo Credit Agreement (as defined below)) in an aggregate amount of $1 billion under the 2020 Existing Wells Fargo Credit Agreement in accordance with its terms and conditions and, as of such date, the Company had paid any amounts due in connection with such termination. For the purposes hereof, the “2020 Existing Wells Fargo Credit Agreement” means the Amended and Restated Revolving Credit Agreement, dated as of April 2, 2020, by and among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (as amended, restated, supplemented or otherwise modified from time to time).