clause (d) being capped at the lesser of $50.0 million and 15% of the loan limit (as defined in the 2018 Revolving Credit Facility), plus (e) eligible cash (as defined in the 2018
Revolving Credit Facility), minus (f) any eligible reserves on the borrowing base (as defined in the 2018 Revolving Credit Facility). The FILO Facility will be limited to the sum of (a) 5% of the book value of eligible trade accounts (as
defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.278% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), plus (b) 10% of the value of
eligible inventory (as defined in the 2018 Revolving Credit Facility) of each U.S. loan party (subject to such percentage being automatically reduced by 0.556% on each FILO amortization date (as defined in the 2018 Revolving Credit Facility)), minus
(c) eligible reserves on the U.S. borrowing base. Available credit for each tranche will be calculated separately, and the borrowing base components are subject to customary reserves and eligibility criteria.
Borrowings under the 2018 Revolving Credit Facility will bear interest, at the Companys option, at either an alternate base rate or
Canadian prime rate, as applicable, plus an applicable margin (ranging from 0.25% to 0.75% pursuant to a grid based on average excess availability) or a London interbank offered rate (LIBOR) or Canadian CDOR rate (as defined therein), as
applicable, plus an applicable margin (ranging from 1.25% to 1.75% pursuant to a grid based on average excess availability). Loans under the FILO Facility within the 2018 Revolving Credit Facility will bear interest at the same rate as the U.S. and
Canadian tranches plus 50 basis points. In addition to paying interest on outstanding principal under the 2018 Revolving Credit Facility, the ABL Borrowers will be required to pay a commitment fee in respect of the unutilized commitments under the
2018 Revolving Credit Facility ranging from 0.250% to 0.375% per annum and determined based on average utilization of the 2018 Revolving Credit Facility (increasing when utilization is low and decreasing when utilization is high). The ABL Borrowers
will also be required to pay customary letter of credit fees.
The 2018 Revolving Credit Facility also requires that if specified excess
availability is less than the greater of 10% of the line cap (as defined in the 2018 Revolving Credit Facility) and $25.0 million, until such time as such specified excess availability is greater than or equal to the greater of 10% of the line
cap and $25.0 million for a period of 20 consecutive days, Holdco shall comply with a minimum fixed charge coverage ratio of at least 1:1. In addition, the 2018 Revolving Credit Facility will contain negative covenants that restrict the Company
and its restricted subsidiaries, including the ABL Borrowers, from, among other things, incurring additional debt, granting liens, entering into guarantees, entering into certain mergers, making certain loans and investments, disposing of assets,
prepaying certain debt, declaring dividends, modifying certain material agreements, or changing the business they conduct.
The 2018
Revolving Credit Facility also contains certain customary representations and warranties, affirmative covenants and events of default, including among other things, payment defaults, breach of representations and warranties, covenant defaults,
cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the 2018 Revolving Credit
Facility to be in full force and effect, and change of control. If such an event of default were to occur, the lenders under the 2018 Revolving Credit Facility would be entitled to take various actions, including the acceleration of amounts due
under the 2018 Revolving Credit Facility and all actions permitted to be taken by a secured creditor.
The foregoing description does not
purport to be complete and is qualified in its entirety by the terms and conditions of the 2018 Revolving Credit Facility, which is attached hereto as Exhibit 10.20 and incorporated herein by reference.
New 2018 Term Loan Credit Agreement
In connection with the redemption of the Notes, on August 13, 2018, the Company entered into a credit agreement by and among Alpha,
Holdco, Royal Bank of Canada, as administrative agent and collateral agent, and the lenders party thereto (the 2018 Term Loan Facility). The 2018 Term Loan Facility provides senior secured debt financing in an aggregate principal amount
of $450.0 million and the right, at the Companys option, to request additional tranches of term loans. Availability of such additional tranches of term loans will be subject to the absence of any default, and, among other things, the
receipt of commitments by existing or additional financial institutions. Borrowings under the 2018 Term Loan Facility will bear interest at Holdcos option at either (a) a LIBOR rate determined by reference to the costs of funds for United
States Dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, which shall be no less than 0.00%, plus an applicable margin of 3.25% (or 3.00% if the first lien net leverage ratio (as defined in the
2018 Term Loan
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