Krystle:
Here you go, got to www.sedar.com, click english, click search database, click Search Public Companies, type Allen-Vanguard in company name, set the from date to September 21, 2009, click search, click on the big file (734 K).
It is a big doc 242 pages.
Here is a small sample that you may find interesting ?
on page 3
(f) provided that EDC has agreed to provide the Contemplated EDC Commitment, or
any other financial support in relation to the Recapitalization that is acceptable to
the Versa Parties and the Lender Parties, each acting reasonably, and provided
further that EDC has become a party to the New Amended Credit Agreement, the
rights and obligations of EDC under the New Amended Credit Agreement shall
become effective at the Effective Time;
(g) in the event that EDC has not agreed to provide the Contemplated EDC
Commitment, or any other financial support in relation to the Recapitalization that
is acceptable to the Versa Parties and the Lender Parties, each acting reasonably,
and this Agreement has not been terminated pursuant to section 20(e)(v), the New
Revolving Lenders shall provide the Revolving Credit Facility and the
Documentary Credit Facility, subject to the other terms of such facilities, without
any financial support from EDC;
from page 6
(e) By the Interim Action Deadline, EDC shall have made a binding, written
commitment to the Parties to provide the Contemplated EDC Commitment on
terms consistent with this Agreement, or, in the event that EDC has not done so
and the Lender Parties have not elected to terminate this Agreement pursuant to
section 20(e)(v), then each of the New Revolving Lenders shall be obliged to
provide the Revolving Credit Facility and the Documentary Credit Facility, as and
to the extent set forth in Schedule J subject to the other terms of such facilities,
without any financial support from EDC.
page 23
(f) the Principal Agreements shall have been executed and delivered by the parties
thereto (including, in the case of the New Amended Credit Agreement and the
Inter-Creditor Agreement, EDC in the event that EDC previously agreed to
provide the Contemplated EDC Commitment in accordance with section 3(e)) on
terms agreed upon among the Parties pursuant to section 3, or otherwise on terms
satisfactory to each of the Lender Parties and Versa Parties, acting reasonably,
and shall remain in full force and effect;
from page 31
(v) EDC shall have declined or failed, by the Interim Action Deadline, to
make a binding, written commitment to the Parties to provide the
Contemplated EDC Commitment on terms that are consistent with this
Agreement,
from Schedule B
“Contemplated EDC Commitment” means the guarantee by EDC of 50% of the obligations of
the Allen-Vanguard Parties under the Revolving Credit Facility and the provision by EDC of
PSGs/FSGs in respect of issuances under the Documentary Credit Facility, as contemplated by
the Term Sheet.
from page 61
(d) any recapitalization, restructuring, reorganization or other transaction consented to or
approved by the Lender Parties or that is otherwise permitted pursuant to the terms of
the Existing Credit Agreement and pursuant to which, upon closing of the transaction,
either: (i) the Lender Parties are permanently repaid no less than U.S. $42.5 million of
the indebtedness then owed to the Lender Parties under the Existing Credit
Agreement, or (ii) all or substantially all of the indebtedness then owed to the Lender
Parties under the Existing Credit Agreement is assumed by a Person with a credit
rating of at least BBB,
provided, for greater certainty, that a Specified Alternative Transaction shall not include: (i)
the Recapitalization more fully described in this Agreement or any other transaction
involving Versa or any Affiliate thereof; or (ii) any transaction undertaken without material
financial contribution or consideration (including any guarantee or commitment) from any
Person other than the Allen-Vanguard Parties, the Lender Parties and, if applicable, EDC.
from page 62
“Third Party Transaction Proposal” means any proposal or offer made by any Person
(including any of the Parties hereto) with respect to the acquisition, refinancing, recapitalization,
restructuring and/or similar transaction of the Allen-Vanguard Parties, including, without
limitation, a proposal or offer which constitutes a Specified Alternative Transaction, and other
than the Recapitalization more fully described in this Agreement; and provided, for greater
certainty, that no proposal or offer made by or to EDC as part of seeking to satisfy the conditions
precedent to this Agreement shall comprise a Third Party Transaction Proposal.
from page 78
1. Until such time as Export Development Canada (“EDC”) makes a binding commitment
to provide the Contemplated EDC Commitment, as defined in the Transaction Agreement, Royal
Bank of Canada (“RBC”) shall fund any amounts exceeding CDN$10MM advanced in respect of
the Interim Funding Facility.
2. Once EDC makes a binding commitment to provide the Contemplated EDC
Commitment, as defined in the Transaction Agreement, the Interim Funding Lenders shall repay
RBC their pro-rata share of the amounts funded by RBC in excess of CDN$10MM and shall
thereafter continue to fund their pro-rata share of the Interim Funding Facility as follows:
Sorry I am tired - there is a lot more - I hope you see what you need ? |
