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Extract to table / internal-memo-key-economic-legal-terms.docx
internal-memo-key-economic-legal-terms.docx
Parties
Harkness LLP
Nexford Industrial Holdings Inc
Gage LLP
Associates LLP
Permitted Indebtedness Inc
Ratio-Based Inc
Whitmore LLP
Dates
February 11, 2025
February 5, 2025
February 10, 2025
December 31, 2024
February 14, 2025
February 18, 2025
November 8, 2021
March 28, 2025
March 28, 2032
June 30, 2025
Amounts
$1,400,000,000
$1,650,000,000
$725,000,000
$2.1
$385,000,000
$875,000,000
$190,000,000
$335,000,000
$250,000,000
$879,375,000
Obligations
Default Rate: An additional 200 basis points per annum above the otherwise applicable rate shall apply during the continuance of any event of default
101% of the principal amount prepaid) shall apply to any repricing transaction occurring within the first six (6) months after the closing date
• Annual De Minimis Basket: Net cash proceeds from asset sales in an aggregate amount not exceeding $25,000,000 in any fiscal year shall be excluded from the mandatory prepayment obligation
100% of net cash proceeds from the issuance of any indebtedness not otherwise permitted under the credit agreement shall be applied to prepay the Term Loan B
The MFN provision includes a 50 basis point threshold: if any incremental term loan facility is priced at an effective yield (including margin and OID, but excluding SOFR floors) that exceeds the effective yield on the initial Term Loan B by more than 50 basis points, then the applicable margin on the initial Term Loan B shall be automatically increased to the extent necessary to reduce the differential to 50 basis points
whether incremental term loans must mature no earlier than the existing Term Loan B), and other customary incremental facility conditions will be addressed during credit agreement drafting