Exhibit 10.2
FIRST AMENDMENT TO ABL REVOLVING CREDIT AGREEMENT
This FIRST AMENDMENT to the ABL Revolving Credit Agreement referred to below, dated as of December 12, 2022 (this “First Amendment”) by and among Petco Health and Wellness Company, Inc., a Delaware corporation (the “Borrower”) and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined in this First Amendment have the same meanings as specified in the ABL Credit Agreement, as amended by this First Amendment (the “Amended Credit Agreement”).
RECITALS
WHEREAS, the Borrower, the several banks and other financial institutions or entities parties from time to time, as lender (the “Lenders”) and the Administrative Agent, entered into that certain ABL Revolving Credit Agreement, dated as of March 4, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ABL Credit Agreement”);
WHEREAS, the Borrower has requested to amend the definitions of “Eligible Accounts” and “Eligible Inventory” to cure the ambiguities with respect to the section references within each defined term pursuant to Section 11.01(g) of the ABL Credit Agreement;
WHEREAS, the Borrower has requested that, the Administrative Agent provide notice to each of the other parties to the ABL Credit Agreement, pursuant to clause (a)(i) of the defined term Early Opt-in Election of the ABL Credit Agreement, that at least five currently outstanding Dollar denominated syndicated credit facilities in the U.S. syndicated loan market on or about the date hereof contain (as a result of amendment or originally executed) a SOFR-based rate as a benchmark rate;
WHEREAS, the Administrative Agent and Borrower have jointly elected to declare that an Early Opt-in Election has occurred pursuant to clause (a) of the defined term Early Opt-in Election of the ABL Credit Agreement and have determined in accordance with the ABL Credit Agreement that USD LIBOR should be replaced with Adjusted Term SOFR as benchmark rate for purposes of the ABL Credit Agreement and the other Loan Documents;
WHEREAS, the ICE Benchmark Administration Limited, the authorized administrator of LIBOR, published on March 5, 2021 a feedback statement on its consultation regarding its intention to cease the publication of LIBOR confirming intention to cease the publication of Euros, Swiss Francs, EUR, CHF, JPY and GBP LIBOR for all tenors after December 31, 2021, and therefore the Administrative Agent and Borrower have agreed to amend this Agreement to replace LIBOR for Alternative Currencies with the RFR (risk-free reference rate) applicable to such Alternative Currency; and
WHEREAS, in accordance with Sections 11.01(f)(i) and 11.01(g) of the ABL Credit Agreement, the Borrower and the Administrative Agent are willing to effect the amendments set forth herein and agree to the terms of the Amended Credit Agreement, in each case, on the terms and subject to the terms and conditions in this First Amendment.
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NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTS TO ABL CREDIT AGREEMENT
(b) Existing Revolving Loans. The Administrative Agent and the Borrower confirm and agree that the Revolving Loans outstanding on the date hereof as Eurocurrency Rate Loans (as defined in the ABL Credit Agreement) with an Interest Period ending after the First Amendment Effective Date, may remain outstanding as such until the conclusion of such Interest Period, at which point the Revolving Loans shall be converted to Term Benchmark Loans bearing interest at a rate determined by reference to Term Benchmark in accordance with the terms of the ABL Credit Agreement.
CONDITIONS TO EFFECTIVENESS
The effectiveness of this First Amendment will occur as set forth below.
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REPRESENTATIONS AND WARRANTIES
To induce the other parties hereto to enter into this First Amendment, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that, as of the First Amendment Effective Date:
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Effects on LOAN Documents
Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as specifically amended herein or contemplated hereby, the execution, delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. The Borrower acknowledges and agrees that, on and after the First Amendment Effective Date, this First Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement. On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the ABL Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the ABL Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this First Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument. Nothing herein shall be deemed to entitle the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.
miSCELLANEOUS
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Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
Borrower: | ||
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PETCO HEALTH AND WELLNESS COMPANY, INC. | ||
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By: | /s/ Camille Alexander | |
Name: | Camille Alexander | |
Title: | Vice President, Corporate Controller |
[Signature Page to First Amendment to ABL Credit Agreement]
Administrative Agent: | |
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CITIBANK N.A., as Administrative Agent | |
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By: | /s/ David Smith |
Name: | David Smith |
Title: | Vice President |
[Signature Page to First Amendment to ABL Credit Agreement]
EXHIBIT A
Amended Credit Agreement
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