In addition to paying interest on outstanding principal under the Senior Facilities, the Company is required
to pay a commitment fee at a rate equal to 0.250% or 0.375% per annum based on average daily revolving credit exposure under the ABL Facility in respect of the unutilized commitments thereunder. The Company is also required to pay customary agency
fees under each Senior Facility as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for base rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit,
plus such letter of credit issuers customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit under the ABL Facility.
Amortization and Prepayments
The Senior Term Loan
Facilities require scheduled quarterly payments on the term loan in annual amounts equal to 0.25% of the original principal amount of the term loan for (i) with respect to the First Lien Term Loan Facility, six years and three quarters and
(ii) with respect to the Second Lien Term Loan Facility, seven years and three quarters, each with the balance paid at maturity.
In addition, the
Senior Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:
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75% (which percentage will be reduced if the Company attains certain leverage ratios) of the Companys
annual excess cash flow, as defined under the Senior Term Loan Facilities;
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100% of the net cash proceeds of all
non-ordinary
course asset sales,
other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that the Company may (i) reinvest within 12 months or (ii) commit to reinvest those proceeds and so reinvest such proceeds
within 18 months in assets to be used in its business, or certain other permitted investments; and
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100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted
under the Senior Facilities.
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The Company may voluntarily repay outstanding loans under the First Lien Term Loan Facility at any time,
without prepayment premium or penalty except in connection with a repricing event as described below, subject to customary breakage costs with respect to LIBOR rate loans. Any refinancing through the issuance or repricing amendment of
any debt that results in a repricing event applicable to the term loans resulting in a lower yield occurring at any time during the first twelve months after the closing date will be accompanied by a 1.00% prepayment premium or fee, as applicable.
The Company may voluntarily repay outstanding loans under the Second Lien Term Facility at any time subject to customary breakage costs with
respect to LIBOR rate loans and with a prepayment penalty of (i) prior to the date that is one year after the closing date, 3.00%, (ii) on or after the date that is one year after the closing date but prior to the date that is two years after
the closing date, 2.00% and (iii) on or after the date that is two years after the closing date but prior to the date that is three years after the closing date, 1.00%. The same prepayment penalty or fee, as applicable, applies to any
refinancing through the issuance or repricing amendment of any debt that results in a repricing event applicable to the term loans resulting in a lower yield.
Collateral and Guarantors
All obligations under the
Senior Facilities are unconditionally guaranteed by Parent and each of the Companys existing and future direct and indirect material, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by a pledge of
the Companys capital stock and substantially all of the Companys assets and those of each guarantor, including capital stock of the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not
subsidiary guarantors, in each case subject to certain exceptions.