Among other things, as more fully set forth therein, Amendment No. 2 updates the benchmark interest rate provisions to replace the London interbank offered rate (LIBOR) with a term rate based on the Secured Overnight Financing Rate (Term SOFR) as the reference rate for purposes of calculating interest under the terms of the Credit Agreement. Except as amended by Amendment No. 2, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Some of the financial institutions party to Amendment No. 2 and their respective affiliates have performed, and/or may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for the Company and its subsidiaries, for which they have received, and/or will receive, customary fees and commissions.
Amendment No. 3 to Fifth Amended and Restated Revolving Credit Agreement
On March 17, 2023, the Company entered into an amendment (“Amendment No. 3”) to the Credit Agreement (as amended by Amendment No. 1, dated as of November 21, 2022, Amendment No. 2, dated as of March 16, 2023, and as further amended, restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”).
Among other things, as more fully set forth therein, Amendment No. 3 (i) makes certain amendments to permit the consummation of the Acquisition; (ii) establishes a tranche of term loans in the aggregate principal amount of $1,534,800,000 bearing interest at the rate of the Base Rate plus 2.75% per annum or the Adjusted Term SOFR plus 3.75 % per annum to finance the Acquisition; (iii) adds covenants requiring certain mandatory prepayments of the term loans from the Company, including (A) quarterly prepayments of 0.25% of the initial principal amount of the term loans, (B) prepayment with the net proceeds of certain new or replacement indebtedness, (C) prepayment with the net proceeds of certain asset sales and (D) prepayment with its excess cash flow from time to time; (iv) adds a yield protection provision with respect to the term loans for incremental debt incurred within one (1) year after Amendment No. 3; and (v) joins certain Acquired Companies as guarantors under the Amended Credit Agreement. Except as amended by Amendment No. 3, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Some of the financial institutions party to Amendment No. 3 and their respective affiliates have performed, and/or may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for the Company and its subsidiaries, for which they have received, and/or will receive, customary fees and commissions.