Extract to table

The pro forma fixed charges (consisting primarily of interest expense on $980,000,000 of total debt at a blended weighted average interest rate) must be calculated with precision based on the actual coupon rates and terms of each debt instrument

will become a wholly owned domestic restricted subsidiary of the Issuer upon the closing of the Kessler Acquisition (expected December 12, 2025), Kessler must execute a joinder agreement and become a Guarantor under the Indenture by approximately January 11, 2026 (30 days after the acquisition closing)

Any excess asset sale proceeds not reinvested within the applicable period must be applied to make an offer to repurchase the notes at par

Key Legal Issue — Identity of Terms: A critical prerequisite to achieving fungibility is that the terms of the Additional Notes must be identical in all respects to the terms of the Existing Notes

The deal team must carefully review the First Supplemental Indenture and the form of the Additional Notes to ensure complete identity of terms

Under applicable Treasury Regulations, the premium treatment of the Additional Notes and the tax consequences for holders must be analyzed by tax counsel