Loyalty Ventures Inc Watch

from 8-K 15 pages This Consent (This “Consent”), Dated as of March 1, 2023, Is Entered Into by and Among Loyalty Ventures Inc., a Delaware Corporation (The “Company”), Brand Loyalty Group B.V., Brand Loyalty Holding B.V. and Brand Loyalty International B.V., Each a Netherlands Private Limited Company (Each, a “Netherlands Borrower” and Together With the Company, the “Borrowers”), Each Guarantor (As Defined in the Credit Agreement (As Defined Below)) Party Hereto, Lenders (As Defined in the Credit Agreement) Constituting Required Lenders Under the Credit Agreement, and Bank of America, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”). ​

from 8-K 14 pages Bridge Loan Agreement

from 8-K 37 pages ​ Contents ​ 1.definitions and Interpretation‌3 2.sale and Purchase of the Shares‌3 3.purchase Price‌4 4.pre-Completion Covenants‌4 5.conditions Precedent‌9 6.completion‌13 7.post-Completion Covenants‌15 8.due Diligence Review‌17 9.seller's Warranties‌17 10.purchaser's Warranties‌18 11.authorisation‌18 12.confidentiality‌18 13.miscellaneous‌19 14.governing Law and Dispute Settlement‌22 ​ Schedule 1 Definitions and Interpretation‌24 Schedule 2 Corporate Structure‌30 Schedule 3 Term Sheet‌33 Schedule 4 Bread and Lenders' Consents‌34 Schedule 5 Bridge Loan Documents‌35 Schedule 6 D&O Changes‌36 Schedule 7 Form of Seller’s and Seller’s Parent’s Closing Statement‌37 ​ ​ Schedule 8 Seller's Warranties‌40 Schedule 9 Purchaser's Warranties‌42 Schedule 10 Public Announcements‌43 Schedule 11 Data Room ‌44 ​ ​ ​ ​ ​ This Sale and Purchase Agreement (The "Agreement") Is Made on 1 March 2023 by and Between

from 8-K 28 pages Amendment No. 1 to Credit Agreement

from 8-K 203 pages Credit Agreement Dated as of November 3, 2021 Among Loyalty Ventures Inc., Brand Loyalty Group B.V., Brand Loyalty Holding B.V., Brand Loyalty International B.V. and Certain Subsidiaries of Loyalty Ventures Inc. Identified Herein, as the Borrowers, Loyalty Ventures Inc. and Certain Subsidiaries of Loyalty Ventures Inc. Identified Herein, as the Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the Other Lenders Party Hereto Bank of America, N.A.,