Megan,
I hope you had a good weekend. Please find attached the first draft of the Credit Agreement (dated May 16, 2022) for the Verimark Hospitality Group, Inc. $700,000,000 Term Loan B refinancing.
The draft reflects the term sheet as agreed in the revised second draft dated May 6, 2022, including the following key economic terms:
- **Interest Rate**: Adjusted Term SOFR (CME Term SOFR + 0.10% credit spread adjustment for 1-month tenor) + 375 bps applicable margin, with a 0.50% SOFR floor - **Amortization**: 1.00% per annum, payable quarterly - **Maturity**: 7 years (July 21, 2029) - **Financial Covenant**: Springing maximum total net leverage ratio of 4.50x
As you know, the new $700M facility will be used to refinance VHG's existing $625,000,000 Term Loan B held by Greystone Federal Credit Corp., with the approximately $75,000,000 in incremental proceeds available for VHG's acquisition pipeline and general corporate purposes. For context, pro forma net leverage at closing is approximately 2.52x, well within the 4.50x covenant threshold. VHG Board authorization for the refinancing was obtained on May 12, 2022.
I want to flag two provisions in particular where we anticipate the parties' positions will diverge from the preliminary term sheet discussions and will require substantive negotiation:
1. **Most Favored Nation Provision (Article II, Section 2.14(e))**: Our draft reflects VHG's position of an 18-month sunset period from closing with a 50 basis point threshold. As drafted, the MFN applies only to pari passu incremental term loans incurred under the incremental facility — it does not apply to the existing $400,000,000 revolving credit facility or any junior or unsecured indebtedness (including the $245,000,000 senior unsecured notes).
2. **Repricing Protection (Article II, Section 2.11(b))**: Our draft reflects a 6-month soft call period at a 1.00% prepayment premium, applicable to any prepayment or repricing of the Term Loan B at a lower effective yield within 6 months of closing.
These two provisions will be the focus of our issues list, which I plan to circulate later this week.
A few additional notes on the draft:
- The borrower is Verimark Hospitality Group, Inc., a Delaware corporation listed on the NYSE (ticker: VMRK). - The Credit Agreement is governed by New York law, with jurisdiction in the Supreme Court of the State of New York, County of New York, and the United States District Court for the Southern District of New York. The mutual jury trial waiver is set forth in Section 10.10.
We would appreciate it if WGP could review and return comments within two weeks, with particular focus on the MFN and repricing provisions. We are happy to schedule a call to walk through the draft in advance of your markup if that would be helpful.
Best regards,
Sophie Tremblay Calderwood Harkness LLP Direct: (212) 555-4138 stremblay@calderwoodharkness.com
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From: Sophie Tremblay To: Megan Yeung Cc: Ian Blackwood ; Harrison Whitfield III ; Priya Narayanan Date: Friday, May 20, 2022, 2:15 PM EDT Subject: RE: Verimark Hospitality Group — $700M Term Loan B Refinancing — Credit Agreement First Draft and MFN/Repricing Discussion
Megan,
Following up on the first draft circulated on Monday, please find attached Calderwood Harkness's issues list and summary of open points dated May 20, 2022, focused on the MFN and repricing protection provisions.
The key open items are as follows:
1. **MFN Sunset Period**: C&H/VHG position is 18 months from closing. Awaiting WGP/Crescent Harbor's counter-proposal.
2. **MFN Threshold**: C&H/VHG position is 50 basis points. Awaiting counter-proposal.
3. **Definition of "All-In Yield"**: The yield calculation methodology for MFN comparison purposes remains to be agreed. The key question is whether the definition should include only the applicable margin and original issue discount (amortized over an assumed life), or whether it should also capture the SOFR floor differential and/or upfront fees paid to lenders.
4. **Repricing Protection Duration**: C&H/VHG position is 6 months from closing. Both sides appear to agree on the 1.00% premium level, but the duration is open.
5. **MFN Scope — Interaction with Incremental Facility**: Our draft applies the MFN only to pari passu incremental term loans. We want to confirm whether WGP/Crescent Harbor takes the position that the MFN should apply to all incremental tranches or only to those that are pari passu with the initial Term Loan B.
As noted in the draft, VHG's new facility uses Adjusted Term SOFR (CME Term SOFR + 0.10% credit spread adjustment for the 1-month tenor). Because the existing facility was LIBOR-based, the yield comparison under the MFN provision needs to account for benchmark consistency — the issues list addresses this in further detail at Item 3.
Could you confirm WGP's anticipated timeline for returning a marked draft of the Credit Agreement? We are targeting a call the week of June 6 to discuss open points, if that works on your end.
Thank you, Megan.
Best regards,
Sophie Tremblay Calderwood Harkness LLP Direct: (212) 555-4138 stremblay@calderwoodharkness.com
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From: Megan Yeung To: Sophie Tremblay Cc: Harrison Whitfield III ; Ian Blackwood Date: Friday, May 27, 2022, 11:05 AM EDT Subject: RE: Verimark Hospitality Group — $700M Term Loan B Refinancing — Credit Agreement First Draft and MFN/Repricing Discussion
Sophie,
Thank you for the issues list. I can confirm that the commitment letter was executed earlier this morning, and the fee letter has been finalized — $3,500,000 arrangement fee, $7,000,000 OID (reflecting the 1.00% discount on the $700M facility), and $150,000 annual administrative agent fee.
Turning to the MFN and repricing provisions:
**MFN Sunset and Threshold**: Crescent Harbor's position, per Ted Marchetti, is a 24-month sunset period from closing with a 25 basis point threshold. Ted's rationale is that CLO and institutional lenders in the anticipated syndicate will require robust MFN protection in the current rate environment, particularly given the ongoing LIBOR-to-SOFR transition and the attendant uncertainty around spread adjustments. A 24-month window with a 25 bps threshold provides meaningful protection for lenders who are committing to hold paper through the initial secondary trading period and beyond.
**Repricing Protection**: Crescent Harbor proposes a 12-month soft call period at a 1.00% premium. The arrangers need to protect lender economics during the initial syndication and the secondary trading period that follows — a 6-month window, in Crescent Harbor's view, is too short to provide adequate protection, especially given the current pace of repricing activity in the leveraged loan market.
**Marked Draft**: WGP's marked-up draft of the Credit Agreement will follow on Monday, May 30. We have focused our markup on the MFN and repricing provisions, though we have also included comments on several other provisions which we can address separately.
**Scope of MFN**: On the question of MFN scope, we are aligned that the MFN should apply to pari passu incremental term loans only. No dispute there.
We are available the week of June 6 for a call. Harrison's schedule is most open on Tuesday and Wednesday afternoons. Please confirm what works on your side.
Best,
Megan Yeung Whitfield, Gage & Proulx LLP Direct: (212) 555-7291 myeung@whitfieldgage.com
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From: Ian Blackwood To: Priya Narayanan Cc: Sophie Tremblay Date: Thursday, June 2, 2022, 4:12 PM EDT Subject: RE: Verimark Hospitality — MFN and Repricing — Status Update
Priya,
Wanted to update you on the state of negotiations following our issues list (May 20) and the subsequent exchanges with WGP.
As expected, Crescent Harbor's opening positions are above-market:
- **MFN Sunset**: 24 months from closing. Our market survey of recent comparable hospitality Term Loan B transactions (which Sophie is compiling into a formal comparison memo) shows a median MFN sunset of 12–18 months for credits rated BB-/Ba3. Twenty-four months is at the outer edge and typically reserved for lower-rated or more stressed credits.
- **MFN Threshold**: 25 basis points. A 25 bps threshold would mean that virtually any incremental term loan incurred at even a modestly higher spread would trigger an automatic upward adjustment to the initial TLB margin. This effectively limits VHG's flexibility to incur incremental debt at any meaningfully different pricing, which undercuts the commercial purpose of the incremental facility basket. The market standard for this credit profile is 50 bps.
- **Repricing Protection**: 12 months at 1.00% premium. The median soft call period in recent comparable deals is 6 months. Given that VHG is already achieving a 50 bps spread reduction in this refinancing (from LIBOR + 425 bps to SOFR + 375 bps on an adjusted basis), a 12-month lockout is excessive and inconsistent with the borrower's need to preserve repricing optionality.
Our recommended counter-positions, which we discussed briefly with you and Glenn last week, are:
- **MFN Sunset**: 18 months (a measured concession from our starting preference of 12 months, intended to reflect the constructive relationship with Crescent Harbor) - **MFN Threshold**: 50 bps (firm) - **Repricing Protection**: 6 months at 1.00% (firm)
These are well-supported by the negotiation strategy memo we prepared on May 10, which anticipated Crescent Harbor's likely opening positions.
One additional point worth flagging: the interaction between the MFN and the incremental facility basket. If the threshold is only 25 bps, it effectively creates a de facto pricing constraint on VHG's ability to access the incremental facility for future acquisitions — which is precisely the flexibility VHG needs to execute on its pipeline.
Can you confirm VHG's preferred positions on all three items so that Sophie and I can prepare and circulate the second revised draft? We are targeting circulation by June 8 to stay on track for the June 6 syndication launch.
Best regards,
Ian Blackwood Partner Calderwood Harkness LLP Direct: (212) 555-3802 iblackwood@calderwoodharkness.com
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From: Priya Narayanan To: Ian Blackwood ; Sophie Tremblay Cc: Glenn Fischbach Date: Friday, June 3, 2022, 9:48 AM EDT Subject: RE: Verimark Hospitality — MFN and Repricing — Client Direction
Ian, Sophie,
Thank you for the detailed update. I discussed this with Renata Haines and Glenn Fischbach yesterday, and we are aligned on the following positions:
**MFN Sunset**: 18 months maximum. As you know, VHG anticipates potentially needing to incur incremental term loans in early 2024 to fund our acquisition pipeline. The $75M in incremental proceeds from this refinancing is a first step, but we have several potential targets in the select-service and extended-stay segments that may require additional financing in the $100–$200M range. An 18-month sunset (expiring in January 2024 assuming a July 2022 closing) gives us the flexibility to access incremental capacity without being constrained by MFN ratchet mechanics at the point when we are most likely to need it.
**MFN Threshold**: 50 bps minimum. We do not want the initial TLB margin automatically ratcheted upward if market conditions shift modestly. A 25 bps threshold is far too tight — it would effectively penalize us for any pricing adjustment, however minor.
**Repricing Protection**: 6 months is the outer limit. We want to preserve the ability to reprice further if spreads continue to tighten in the second half of 2022. Renata feels strongly about this — the 50 bps savings we're capturing in this refinancing is a good start, but we don't want to be locked out of further optimization.
For additional support, Elise Cavanaugh at Meridian Strauss Advisory has confirmed that the proposed 18-month sunset and 50 bps threshold are within market range based on recent comparable transactions. She can provide a written summary if that would be useful in discussions with WGP.
Please push firmly on all three points. We are comfortable with 1.00% as the premium level for the soft call — that part is not in dispute.
Thanks,
Priya Narayanan Deputy General Counsel Verimark Hospitality Group, Inc. Direct: (646) 555-2017 pnarayanan@verimark.com
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From: Sophie Tremblay To: Megan Yeung Cc: Ian Blackwood ; Harrison Whitfield III ; Priya Narayanan Date: Wednesday, June 8, 2022, 6:15 PM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Second C&H Revised Draft
Megan,
Attached please find the second Calderwood Harkness revised draft of the Credit Agreement, dated June 8, 2022. This draft reflects the parties' discussions to date and VHG's positions on the key open provisions.
The principal changes to the MFN and repricing provisions in this draft are as follows:
1. **MFN Sunset Period**: Revised to 18 months from closing, reflecting VHG's position. As you know, Crescent Harbor's initial proposal was 24 months. VHG believes 18 months is well within market range and provides meaningful protection for lenders while preserving the borrower's flexibility to access the incremental facility when needed.
2. **MFN Threshold**: Set at 50 basis points, reflecting VHG's position. Crescent Harbor's initial proposal was 25 bps.
3. **Repricing Protection**: 6-month soft call period at a 1.00% prepayment premium, reflecting VHG's position. Crescent Harbor's initial proposal was 12 months at the same premium level.
A few important drafting notes:
- The MFN provision (Section 2.14(e)) applies to incremental term loans only. It does not apply to the existing $400,000,000 revolving credit facility or the $245,000,000 senior unsecured notes, which are structurally different obligations under separate documentation. - The repricing protection provision (Section 2.11(b)) applies to any voluntary prepayment, refinancing, or amendment that has the effect of reducing the effective yield on the Term Loan B below the closing-date yield within the soft call period.
I am also finalizing a market precedents comparison memo (to be circulated shortly — target date June 10) summarizing MFN sunset periods, thresholds, and repricing protection terms in recent hospitality-sector Term Loan B transactions. I believe this will be helpful context for your discussions with Crescent Harbor.
We would appreciate WGP's comments by Friday, June 17. Happy to schedule a call in advance if that would facilitate your review.
Best regards,
Sophie Tremblay Calderwood Harkness LLP Direct: (212) 555-4138 stremblay@calderwoodharkness.com
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From: Megan Yeung To: Sophie Tremblay Cc: Harrison Whitfield III ; Ian Blackwood Date: Thursday, June 9, 2022, 11:22 AM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Comments on Second C&H Draft
Sophie,
Thank you for the second revised draft. We are reviewing it now and will aim to provide our detailed markup comments following the conclusion of the bank meetings next week.
A few preliminary observations:
As you know, the syndication was launched on Monday, June 6, and we have lender presentations scheduled for June 13–17. Initial lender feedback during those meetings will be an important data point in gauging whether the proposed MFN and repricing terms are marketable to the institutional investor base. Anika Holm on Crescent Harbor's syndication desk has flagged that several CLO managers in the anticipated lender group have expressed a preference for a longer MFN sunset period and a tighter threshold than what is currently reflected in the draft. I want to be transparent about this — if the syndication does not clear at the current terms, the flex provisions in the commitment letter may need to be exercised, which could affect the overall economics.
That said, the applicable margin of 375 bps over Adjusted Term SOFR with the 0.50% SOFR floor is pricing attractively for a BB-/Ba3 credit in the hospitality sector, and we believe this should help offset lender concerns regarding the MFN sunset length. The Verimark credit story is strong — 2.52x pro forma net leverage against a 4.50x covenant, solid EBITDA trajectory, and a well-known management team.
We will revert with a full set of comments by the end of next week. I look forward to reviewing the market precedents memo when it is available.
Best,
Megan Yeung Whitfield, Gage & Proulx LLP Direct: (212) 555-7291 myeung@whitfieldgage.com
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From: Ian Blackwood To: Harrison Whitfield III Cc: Sophie Tremblay ; Megan Yeung ; Priya Narayanan Date: Wednesday, June 15, 2022, 2:33 PM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — C&H Revised Positions
Harrison,
Thank you for the productive call this morning with you, Megan, Sophie, and Priya. I wanted to memorialize VHG's positions in writing following our discussion.
**MFN Sunset**: VHG's firm position is 18 months from closing. This is well within market range for BB-/Ba3 rated hospitality borrowers. Sophie circulated our market comparison memo on June 10, which surveyed 14 recent hospitality-sector Term Loan B transactions — the median sunset period in those deals was 12–18 months. Crescent Harbor's proposal of 24 months sits at the very top of the range and, frankly, is more consistent with what we see in B+/B2 or lower-rated credits where lenders have legitimate concerns about credit deterioration. That is not the case here — VHG's pro forma leverage is 2.52x against a 4.50x covenant, with substantial headroom.
**MFN Threshold**: 50 basis points. As I noted on the call, anything tighter than 50 bps is overly restrictive and not market for this credit profile. VHG needs the flexibility to incur incremental term loans for its acquisition pipeline without triggering automatic upward adjustment of the initial TLB margin every time there is a modest change in market pricing. A 25 bps threshold, as Crescent Harbor initially proposed, effectively neutralizes the commercial purpose of the incremental facility.
**Repricing Protection**: VHG strongly prefers 6 months at 1.00%. As I mentioned on the call, the 50 bps spread reduction VHG is already achieving in this refinancing (from LIBOR + 425 bps to SOFR + 375 bps on an adjusted basis) is itself evidence of market tightening. Locking VHG out for 12 months in this environment is excessive and inconsistent with the borrower-friendly terms we are seeing in comparable deals.
On a related note, Sophie and Daniel Kerrigan on our team have prepared a memo (also dated today, June 15) analyzing the interaction between the MFN provision and the incremental facility baskets — specifically, how the MFN applies to both ratio-based and freebie incremental term loans. We will circulate this separately to the working group.
Harrison, I would appreciate it if you could revert with Crescent Harbor's response by the end of next week. We need to keep on track for a late June near-final draft in order to meet the July 21 target closing date.
Best regards,
Ian Blackwood Partner Calderwood Harkness LLP Direct: (212) 555-3802 iblackwood@calderwoodharkness.com
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From: Harrison Whitfield III To: Ian Blackwood Cc: Sophie Tremblay ; Megan Yeung ; Priya Narayanan Date: Tuesday, June 21, 2022, 4:51 PM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Revised Positions
Ian,
Thank you for your email of June 15 and for the thorough market comparison memo. We have reviewed the second Calderwood Harkness revised draft (June 8) and discussed your positions with Ted Marchetti and Anika Holm at Crescent Harbor.
After careful consideration, Crescent Harbor is prepared to agree to the following:
**MFN Sunset**: 18 months from closing. Based on the anticipated closing date of July 21, 2022, this would result in a sunset date of January 21, 2024. This represents a meaningful concession from Crescent Harbor's original position of 24 months, and I want to be clear that Ted is making this move in recognition of the strong credit profile and the constructive relationship with VHG — not because he agrees that 24 months was unreasonable.
**MFN Threshold**: 50 basis points. Again, this is a compromise. Crescent Harbor's original position of 25 bps was supported by feedback from CLO lenders during the bank meetings, several of whom expressed a preference for tighter protection. However, the syndication is clearing well at the current terms, and Ted has concluded that 50 bps is commercially acceptable given the overall economics of the deal.
**Repricing Protection**: 6 months at 1.00% premium, down from our originally proposed 12-month period. Crescent Harbor accepts this on the basis that the pricing (SOFR + 375 bps with a 0.50% floor) is attractive enough that lenders are unlikely to be disadvantaged by a shorter soft call window.
The one remaining issue that requires resolution is the **yield calculation methodology** for MFN purposes — specifically, the definition of "All-In Yield." Crescent Harbor's position is that the All-In Yield should include the applicable margin plus original issue discount (amortized over a deemed 4-year life) **and** the SOFR floor differential. Your draft excludes the SOFR floor differential from the calculation. Ted's view is that if a future incremental term loan has a higher SOFR floor, that economic benefit to lenders should be captured in the yield comparison.
I would suggest a further call to work through the yield definition. In the meantime, I would ask that Sophie prepare a third revised draft incorporating all of the agreed changes above, with the yield definition bracketed pending resolution.
Best regards,
Harrison Whitfield III Partner Whitfield, Gage & Proulx LLP Direct: (212) 555-8564 hwhitfield@whitfieldgage.com
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From: Sophie Tremblay To: Megan Yeung Cc: Ian Blackwood ; Harrison Whitfield III ; Priya Narayanan Date: Wednesday, June 29, 2022, 10:07 AM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Updated Language
Megan,
Thank you for the near-final (third revised) draft comments, which we received on June 28. I wanted to confirm VHG's position on the remaining open item — the "All-In Yield" definition — so that we can close out this workstream.
VHG accepts the All-In Yield definition as reflected in the near-final draft, which includes:
- The **applicable margin** (i.e., the spread over Adjusted Term SOFR); plus - **Original issue discount**, amortized over a deemed 4-year assumed life (consistent with LSTA market convention for yield calculations in MFN provisions).
The definition **excludes**:
- **Arrangement fees** and other upfront fees payable to the arrangers (which are compensation for syndication services, not a component of lender yield); and - The **SOFR floor differential** — i.e., the economic value of any difference between SOFR floors applicable to the initial TLB and any incremental term loan, respectively.
On the SOFR floor point specifically: VHG's position, which Ian discussed with Harrison on the call last week, is that the 0.50% SOFR floor should be excluded from the yield comparison because both the initial Term Loan B and any incremental term loan would reference the same benchmark (Adjusted Term SOFR). The floor protects against a low-rate environment, but it is not a spread component. Including the floor differential in the yield calculation would distort the MFN comparison in a manner inconsistent with the provision's purpose. We acknowledge that Crescent Harbor initially sought to include the floor differential, but we believe the exclusion approach is more consistent with market practice.
Ian and Priya have confirmed VHG's agreement to the package as a whole — the 18-month MFN sunset, the 50 bps threshold, the 6-month soft call at 1.00%, and the All-In Yield definition as described above. We consider the MFN and repricing provisions to be fully agreed, subject to your confirmation.
Please let me know if Crescent Harbor has any remaining comments on this point. We would like to lock this down in the execution version.
Best regards,
Sophie Tremblay Calderwood Harkness LLP Direct: (212) 555-4138 stremblay@calderwoodharkness.com
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From: Megan Yeung To: Sophie Tremblay Cc: Harrison Whitfield III ; Ian Blackwood ; Priya Narayanan Date: Friday, July 15, 2022, 5:18 PM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Near-Final Confirmation
Sophie,
I can confirm that Ted Marchetti and Anika Holm at Crescent Harbor have signed off on the final MFN and repricing language as reflected in the near-final (third revised) draft dated June 28, 2022. We have no further comments on these provisions.
For the avoidance of doubt, the syndicate lenders have not raised any objections to the agreed MFN and repricing terms during the allocation process. Final allocations were confirmed on June 30, and the book was well oversubscribed — a good outcome that I think vindicates the parties' approach on these provisions.
The only item I want to confirm for the execution version is the yield calculation methodology, which I understand is now agreed. To restate: the "All-In Yield" definition includes the applicable margin plus OID (amortized over a 4-year assumed life), but excludes upfront fees and the SOFR floor differential. Can you confirm that this methodology is reflected consistently in the defined term "All-In Yield" in the execution version of the Credit Agreement? I want to make sure there are no discrepancies between the body of the provision and the definition in Article I.
With this confirmation, I believe we are fully closed on the MFN and repricing workstreams. Thank you, Sophie — and please pass along our thanks to Ian and Priya as well. This has been a smooth negotiation on what can sometimes be a contentious set of issues.
Best,
Megan Yeung Whitfield, Gage & Proulx LLP Direct: (212) 555-7291 myeung@whitfieldgage.com
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From: Sophie Tremblay To: Megan Yeung Cc: Ian Blackwood ; Harrison Whitfield III ; Priya Narayanan Date: Monday, July 18, 2022, 3:42 PM EDT Subject: RE: Verimark Hospitality — MFN Sunset and Repricing Protection — Final Confirmation
Megan,
Thank you for confirming Crescent Harbor's sign-off. I am pleased to report that the final execution version of the Credit Agreement, dated July 18, 2022, reflects the agreed terms on both the MFN and repricing protection provisions in their entirety. To confirm:
**Most Favored Nation Provision (Section 2.14(e))**:
- **Threshold**: 50 basis points. If the All-In Yield of any incremental term loan incurred during the sunset period exceeds the All-In Yield of the initial Term Loan B by more than 50 bps, the applicable margin on the initial Term Loan B will be adjusted upward to a level that is within 50 bps of the All-In Yield of the incremental term loan. - **Sunset Period**: 18 months, running from the closing date (July 21, 2022) through January 21, 2024. The MFN provision applies to any incremental term loan incurred during this period. After January 21, 2024, no MFN yield adjustment applies. - **All-In Yield Definition (Section 1.01)**: Includes the applicable margin plus original issue discount (amortized over a deemed 4-year life). Excludes arrangement fees, upfront fees, and the SOFR floor differential. I have verified that the defined term is used consistently throughout Section 2.14(e) and that the cross-references to Article I are correct.
**Repricing Protection (Section 2.11(b))**:
- **Premium**: 1.00% of the principal amount prepaid, refinanced, or repriced. - **Duration**: 6 months from closing, applicable through January 21, 2023. No prepayment premium applies to any repricing or prepayment occurring after that date.
All Section references in the execution version have been finalized, and our team has completed a full cross-reference verification.
Megan, Harrison — thank you both for your constructive and pragmatic approach throughout these negotiations. It made a real difference in getting to a commercially sensible result on terms that work for all parties. We look forward to closing on Thursday.
Best regards,
Sophie Tremblay Calderwood Harkness LLP Direct: (212) 555-4138 stremblay@calderwoodharkness.com