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`8-K
`PAR PHARMACEUTICAL COMPANIES, INC. filed this Form 8-K on 02/25/2015
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`
`UNITED STATES
`SECURITIES AND EXCHANGE
`COMMISSION
`WASHINGTON, D.C. 20549
`
`
`
`FORM 8-K
`
`
`CURRENT REPORT
`PURSUANT TO SECTION 13 OR 15(d)
`OF THE SECURITIES EXCHANGE ACT OF 1934
`
`Date of report (Date of earliest event reported): February 20, 2015
`
`
`
`PAR PHARMACEUTICAL
`COMPANIES, INC.
`
`(Exact name of registrant as specified in its charter)
`
`Delaware
`(State or other jurisdiction
`of incorporation)
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`1-10827
`(Commission
`File Number)
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`
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`22-312218
`(I.R.S. Employer
`Identification No.)
`
`300 Tice Boulevard, Woodcliff Lake, NJ
`(Address of principal executive offices)
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`
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`07677
`(Zip Code)
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`Registrant’s telephone number, including area code: (201) 802-4000
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`Former name or former address, if changed since last report: N/A
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`Check the appropriate box below if the Form 8-K filing is intended to simultaneously
`satisfy the filing obligation of the registrant under any of the following provisions:
`¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
`230.425)
`Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
`
`¨
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`JAZZ EXHIBIT 2021
`Amneal Pharms. et al. (Petitioners) v. Jazz Pharms., Inc. (Patent Owner)
`Case IPR2015-00554
`
`Page 1 of 36
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`240.14a-12)
`Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
`Act (17 CFR 240.14d-2(b))
`Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
`Act (17 CFR 240.13e-4(c))
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`¨
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`¨
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`Item 1.01.Entry into Material Definitive Agreements.
`On February 20, 2015, Par Pharmaceutical Companies, Inc. (the “Company”) entered
`into Amendment No. 5 (“Amendment No. 5”) among the Company, the lenders party thereto,
`and Bank of America, N.A. (“BANA”), as administrative agent, which amends the Exiting
`Credit Agreement dated as of September 28, 2012, as amended by Amendment No. 1, dated as
`of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3,
`dated as of February 28, 2013, and Amendment No. 4, dated as of February 20, 2014, among
`the Company, its subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with
`the Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation
`(“Holdings”), certain subsidiaries of the Company party thereto, BANA, as administrative
`agent, swing line lender and L/C issuer, each lender from time to time party thereto, and the
`other parties from time to time party thereto (the “Existing Credit Agreement”, and as
`amended, supplemented or otherwise modified by Amendment No. 5, the “Amended Credit
`Agreement”).
`
`On February 25, 2015, the Company entered into Amendment No. 6 (“Amendment
`No. 6”, and together with Amendment No. 5, the “Amendments”) among the Borrowers,
`Holdings, certain subsidiaries of the Company party thereto, BANA, as administrative agent
`and incremental term lender (the “Amended Credit Agreement”, and as amended,
`supplemented or otherwise modified by Amendment No. 6, the “Credit Agreement”).
`
`Amendment No. 5, which was effective as of February 25, 2015, increased the first
`lien net leverage levels included in the financial maintenance covenant, which covenant only
`applies to the extent there are revolving loans, swingline loans or letters of credit (excluding
`undrawn letters of credit to the extent cash collateralized) outstanding.
`
`Amendment No. 6 authorized the funding of a new tranche of term loans (the “Term
`B-3 Loans”) in an aggregate principal amount of $425 million. The terms of Term B-3 Loans
`are substantially the same as the terms of the existing Term B-2 Loans, except that (1) the
`interest rate margins applicable to Term B-3 Loans are 3.25% for LIBOR and 2.25% for base
`rate, a 25 basis point increase compared to the Term B-2 Loans and (2) the Term B-3 Loans are
`subject to a soft call provision applicable to the optional prepayment of the loans which
`requires a premium equal to 1.00% of the aggregate principal amount of the loans being
`prepaid if, on or prior to August 25, 2015, the Company enters into certain repricing
`transactions. Additionally, all voluntary and mandatory prepayments of outstanding term
`loans must be made pro rata among the Term B-3 Loans and the Term B-2 Loans.
`
`Borrowings under the Term B-3 Loans were used to pay a $494.3 million cash
`dividend to stockholders of the indirect parent of the Company.
`
`The foregoing summary of the Amendments does not purport to be complete and is
`subject to, and qualified in its entirety by, the full text of each Amendment, which are
`attached hereto as Exhibits 10.1 through 10.2 and are incorporated herein by reference.
`
`Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-
`Balance Sheet Arrangement of a Registrant
`The disclosure in Item 1.01 above is hereby incorporated by reference into this
`Item 2.03.
`
`Item 9.01.Financial Statements and Exhibits.
`(d) Exhibits
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`10.1 Amendment No. 5 to the Credit Agreement among the Company, the lenders party
`thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which amends
`the Existing Credit Agreement dated as of September 28, 2012, as amended by
`Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of
`February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and Amendment
`No. 4, dated as of February 20, 2014, among the Company, its subsidiary, Par
`Pharmaceutical, Inc. (the “Co-Borrower” and, together with the Company, the
`“Borrowers”), Sky Growth Intermediate Holdings II Corporation (“Holdings”), certain
`subsidiaries of the Company party thereto, BANA, as administrative agent, swing line
`lender and L/C issuer, each lender from time to time party thereto, and the other parties
`from time to time party thereto (the “Existing Credit Agreement”, and as amended,
`supplemented or otherwise modified by Amendment No. 5, the “Amended Credit
`Agreement”).
`10.2 Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings, certain
`subsidiaries of the Company party thereto, BANA, as administrative agent and BANA,
`Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead arrangers, which
`amends the Amended Credit Agreement.
`
`
`
`2
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`SIGNATURE
`
`Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
`duly caused this report to be signed on its behalf by the undersigned hereunto duly
`authorized.
`
`
`PAR PHARMACEUTICAL
`COMPANIES, INC.
`
`By:/s/ Paul V. Campanelli
`Name: Paul V. Campanelli
`Title: Chief Executive Officer
`
`Date: February 25, 2015
`
`
`
`3
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`
`Exhibit
`No.
`10.1
`
`
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`
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`
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`10.2
`
`
`
`EXHIBIT INDEX
`
`Description
`Amendment No. 5 to the Credit Agreement among the Company, the lenders party
`thereto, and Bank of America, N.A. (“BANA”), as administrative agent, which
`amends the Existing Credit Agreement dated as of September 28, 2012, as amended
`by Amendment No. 1, dated as of February 6, 2013, Amendment No. 2, dated as of
`February 20, 2013, Amendment No. 3, dated as of February 28, 2013, and
`Amendment No. 4, dated as of February 20, 2014, among the Company, its
`subsidiary, Par Pharmaceutical, Inc. (the “Co-Borrower” and, together with the
`Company, the “Borrowers”), Sky Growth Intermediate Holdings II Corporation
`(“Holdings”), certain subsidiaries of the Company party thereto, BANA, as
`administrative agent, swing line lender and L/C issuer, each lender from time to
`time party thereto, and the other parties from time to time party thereto (the
`“Existing Credit Agreement”, and as amended, supplemented or otherwise
`modified by Amendment No. 5, the “Amended Credit Agreement”).
`Amendment No. 6 to the Credit Agreement among the Borrowers, Holdings,
`certain subsidiaries of the Company party thereto, BANA, as administrative agent
`and BANA, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as lead
`arrangers, which amends the Amended Credit Agreement.
`
`4
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`Exhibit 10.1
`EXECUTION VERSION
`
`AMENDMENT NO. 5
`
`AMENDMENT NO. 5, dated as of February 20, 2015 (this “Amendment”), by and
`among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent
`Borrower”), the Revolving Credit Lenders party hereto, and BANK OF AMERICA, N.A.
`(“BANA”), as administrative agent (in such capacity, the “Administrative Agent”) under the
`Credit Agreement, dated as of September 28, 2012 (as amended by Amendment No. 1, dated
`as of February 6, 2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3,
`dated as of February 28, 2013 and Amendment No. 4 dated as of February 20, 2014, the
`“Credit Agreement”), among the Parent Borrower, PAR PHARMACEUTICAL, INC., a
`Delaware corporation (the “Co-Borrower” and, together with the Parent Borrower, the
`“Borrowers” and each a “Borrower”), SKY GROWTH INTERMEDIATE HOLDINGS II
`CORPORATION, a Delaware corporation (“Holdings”), BANA, as administrative agent
`under the Loan Documents, Swing Line Lender and L/C Issuer, each lender from time to time
`party thereto (collectively, the “Lenders” and individually, a “Lender”), and the other parties
`thereto from time to time. Capitalized terms used and not otherwise defined herein shall have
`the meanings assigned to them in the Credit Agreement.
`
`WHEREAS, Section 10.01(h) of the Credit Agreement permits certain amendment of
`the Credit Agreement with consent of the Administrative Agent, the Parent Borrower and
`certain Required Facility Lenders;
`
`WHEREAS, the Parent Borrower and the Required Facility Lenders under the
`Revolving Credit Facility wish to make the amendment set forth in Section 1 below pursuant
`to an amendment authorized by Section 10.01 of the Credit Agreement.
`
`NOW, THEREFORE, in consideration of the premises and covenants contained
`herein and for other good and valuable consideration, the receipt and sufficiency of which are
`hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
`follows:
`
`Section 1. Amendments.
`Effective as of the Amendment No. 5 Effective Date, the Credit Agreement is hereby
`
`
`
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`amended as follows:
`
`(a) The following defined terms shall be added to Section 1.01 of the Credit
`Agreement in alphabetical order:
`“Amendment No. 5” means Amendment No. 5 to this Agreement dated as of
`February 20, 2015.
`“Amendment No. 5 Effective Date” means February 25, 2015, the date on which all
`conditions precedent set forth in Section 3 of Amendment No. 5 are satisfied.
`
`(b) Section 7.13 of the Credit Agreement is hereby amended by deleting the table set
`forth therein in its entirety and replacing it with the following table therefor:
`
`
`Fiscal Year
`2012
`2013
`2014
`2015
`Thereafter
`
` First Quarter Second Quarter Third Quarter Fourth Quarter
`
`N/A
`
`N/A
`
`N/A
` 5.00 to 1.00
` 5.00 to 1.00 5.00 to 1.00 5.00 to 1.00 4.50 to 1.00
` 4.50 to 1.00 4.25 to 1.00 4.25 to 1.00 4.25 to 1.00
` 4.25 to 1.00 4.00 to 1.00 3.75 to 1.00 3.75 to 1.00
` 3.75 to 1.00 3.75 to 1.00 3.75 to 1.00 3.75 to 1.00
`
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`Section 2. Representations and Warranties.
`The Parent Borrower represents and warrants to the Lenders as of the date hereof and
`the Amendment No. 5 Effective Date that:
`
`(a) Before and after giving effect to this Amendment, the representations and
`warranties of the Parent Borrower and each other Loan Party contained in Article V of the
`Credit Agreement or any other Loan Document shall be true and correct in all material
`respects on and as of the Amendment No. 5 Effective Date; provided that, to the extent that
`such representations and warranties specifically refer to an earlier date, they shall be true and
`correct in all material respects as of such earlier date; provided, further, that, any
`representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or
`similar language shall be true and correct (after giving effect to any qualification therein) in
`all respects on such respective date.
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`(b) At the time of and after giving effect to this Amendment, no Default shall exist, or
`would result from the Amendment.
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`
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`Section 3. Conditions to Effectiveness.
`This Amendment shall become effective on the date on which each of the following
`conditions is satisfied:
`
`(a) The Administrative Agent’s receipt of counterparts of this Amendment executed
`by (A) the Parent Borrower, (B) the Administrative Agent and (C) the Required Facility
`Lenders under the Revolving Credit Facility, each of which shall be originals or facsimiles or
`electronic copies (followed promptly by originals) unless otherwise specified;
`
`(b) The effectiveness of an amendment to the Credit Agreement pursuant to which
`Lenders will extend credit to the Borrowers in an aggregate principal amount of up to
`$425,000,000 (the “Dividend Amendment”); and
`
`(c) The Administrative Agent’s receipt of the following, each of which shall be
`originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise
`specified;
`(1) an opinion of Ropes & Gray LLP, New York counsel to the Loan Parties dated the
`Amendment No. 5 Effective Date and addressed to the Administrative Agent and the
`Lenders, in a form reasonably satisfactory to the Administrative Agent; and
`(2) (A) certificates of good standing (to the extent such concept exists in such Loan
`Party’s state of organization) from the applicable secretary of state of the state of
`organization of each Loan Party, and (B) a certificate of a Responsible Officer of each
`Loan Party which may be delivered on a combined basis with the certificate for the
`Dividend Amendment certifying (I) to the effect that (w) attached thereto is a true and
`complete copy of the certificate or articles of incorporation or organization such Loan
`Party certified as of a recent date by the secretary of state
`
`
`
`-2-
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`of the state of its organization, or in the alternative, certifying that such certificate or
`articles of incorporation or organization have not been amended since the Closing Date,
`and that such certificate or articles are in full force and effect, (x) attached thereto is a true
`and complete copy of the by-laws or operating agreements of each Loan Party as in effect
`on the Amendment No. 5 Effective Date, or in the alternative, certifying that such by-laws
`or operating agreements have not been amended since the Closing Date and (y) attached
`thereto is a true and complete copy of resolutions duly adopted by the board of directors
`of each Loan Party authorizing the execution, delivery and performance of the Loan
`Documents to which such Loan Party is a party, and that such resolutions have not been
`modified, rescinded or amended and are in full force and effect, and (II) as to the
`incumbency and specimen signature of each officer executing any Loan Document on
`behalf of any Loan Party and signed by another officer as to the incumbency and
`specimen signature of the Responsible Officer executing the certificate pursuant to this
`clause (B).
`
`The Administrative Agent shall notify the Parent Borrower and the Revolving Credit
`Lenders of the Amendment No. 5 Effective Date and such notice shall be conclusive and
`binding.
`
`
`
`Section 4. Expenses.
`The Parent Borrower agrees to reimburse the Administrative Agent for its reasonable
`and documented out-of-pocket expenses incurred by it in connection with this Amendment,
`including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP,
`counsel for the Administrative Agent.
`
`
`
`Section 5. Counterparts.
`This Amendment may be executed in counterparts (and by different parties hereto in
`different counterparts), each of which shall constitute an original, but all of which when taken
`together shall constitute a single contract. Delivery of an executed counterpart of a signature
`page of this Amendment by facsimile transmission or other electronic imaging means shall be
`effective as delivery of a manually executed counterpart of this Amendment.
`
`
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`Section 6. Governing Law and Waiver of Right to Trial by Jury.
`THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
`ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and
`waiver of right to trial by jury provisions in Section 10.16 and 10.17 of the Credit Agreement
`are incorporated herein by reference mutatis mutandis.
`
`
`
`
`
`Section 7. Headings.
`The headings of this Amendment are for purposes of reference only and shall not limit
`or otherwise affect the meaning hereof.
`
`Section 8. Reaffirmation.
`The Parent Borrower hereby expressly acknowledges the terms of this Amendment
`and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan
`Document to which it is a party, including, in each case, such covenants and agreements as in
`effect immediately after giving effect to this Amendment and the transactions contemplated
`hereby and (ii) its grant of Liens on the Collateral to secure the Obligations pursuant to the
`Collateral Documents.
`
`
`-3-
`
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`Section 9. Effect of Amendment; References to the Credit Agreement.
`Except as expressly set forth herein, this Amendment shall not by implication or
`otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of
`the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall
`not alter, modify, amend or in any way affect any of the terms, conditions, obligations,
`covenants or agreements contained in the Credit Agreement or any other provision of the
`Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all
`respects and shall continue in full force and effect. All references to the Credit Agreement in
`any document, instrument, agreement, or writing shall from and after the Amendment No.5
`Effective Date be deemed to refer to the Credit Agreement as amended hereby, and, as used in
`the Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto”
`and words of similar import shall mean, from and after the Amendment No. 5 Effective Date,
`the Credit Agreement as amended hereby.
`
`
`
`Section 10. Lender Signatures.
`Each Revolving Credit Lender that executes a signature page to this Amendment shall
`be deemed to have approved this Amendment. Each Revolving Credit Lender signatory to
`this Amendment agrees that such Revolving Credit Lender shall not be entitled to receive a
`copy of any other Revolving Credit Lender’s signature page to this Amendment, but agrees
`that a copy of such signature page may be delivered to the Borrowers and the Administrative
`Agent.
`
`
`
`[Signature Pages Follow]
`
`-4-
`
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`IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
`executed as of the date first above written.
`
`
`PAR PHARMACEUTICAL
`COMPANIES, INC., as the Parent
`Borrower
`
`By:/s/ Michael A. Tropiano
`Name: Michael A. Tropiano
`Title: Executive Vice President
`and
`Chief Financial Officer
`
`[Amendment No. 5]
`
`
`
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`Bank of America, N.A., as Lender
`
`By:/s/ David H. Strickert
`Name: David H. Strickert
`Title: Managing Director
`
`[Amendment No. 5]
`
`
`
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`Citibank, N.A., as Lender
`
`By:/s/ Alvaro De Velasco
`Name: Alvaro De Velasco
`Title: Vice President
`
`[Amendment No. 5]
`
`
`
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`DEUTSCHE BANK TRUST
`COMPANY AMERICAS, as
`Lender
`
`By:/s/ Michael Winters
`Name: Michael Winters
`Title: Vice President
`
`By:/s/ Dusan Lazarov
`Name: Dusan Lazarov
`Title: Director
`
`[Amendment No. 5]
`
`
`
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`Goldman Sachs Bank USA, as
`Lender
`
`By:/s/ Michelle Latzoni
`Name: Michelle Latzoni
`Title: Authorized Signatory
`
`[Amendment No. 5]
`
`
`
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`Mizuho Bank LTD, as Lender
`
`By:/s/ James R Fayen
`Name: James R Fayen
`Title: Deputy General Manager
`
`[Amendment No. 5]
`
`
`
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`Royal Bank of Canada, as Lender
`
`By:/s/ Dean Sas
`Name: Dean Sas
`Title: Authorized Signatory
`
`[Amendment No. 5]
`
`
`
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`Accepted:
`
`BANK OF AMERICA, N.A.,
`as Administrative Agent
`
`By:/s/ Don B. Pinzon
`Name: Don B. Pinzon
`Title: Vice President
`
`
`
`[Amendment No. 5]
`
`Amendment No. 6
`
`Exhibit 10.2
`EXECUTION VERSION
`
`AMENDMENT NO. 6, dated as of February 25, 2015 (this “Amendment”), by and
`among PAR PHARMACEUTICAL COMPANIES, INC., a Delaware corporation (the “Parent
`Borrower”), PAR PHARMACEUTICAL, INC., a Delaware corporation (the “Co-Borrower”
`and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), SKY
`GROWTH INTERMEDIATE HOLDINGS II CORPORATION, a Delaware corporation
`(“Holdings”), the Subsidiary Guarantors party hereto, BANK OF AMERICA, N.A.
`(“BANA”), as administrative agent (in such capacity, the “Administrative Agent”) and
`Incremental Term Lender (the “Incremental Term B-3 Lender”) under the Credit Agreement,
`dated as of September 28, 2012 (as amended by Amendment No. 1, dated as of February 6,
`2013, Amendment No. 2, dated as of February 20, 2013, Amendment No. 3, dated as of
`February 28, 2013, Amendment No. 4 dated as of February 20, 2014 and Amendment No. 5,
`dated as of February 20, 2015, the “Credit Agreement”), among the Parent Borrower, the Co-
`Borrower, Holdings, BANA, as administrative agent under the Loan Documents, Swing Line
`Lender and L/C Issuer, each lender from time to time party thereto (collectively, the “Lenders”
`and individually, a “Lender”), and the other parties thereto from time to time. Capitalized
`terms used and not otherwise defined herein shall have the meanings assigned to them in the
`Credit Agreement.
`
`WHEREAS, BANA, Goldman Sachs Bank USA, J.P. Morgan Securities LLC,
`Deutsche Bank Securities Inc. and TPG Capital BD, LLC are acting as Lead Arrangers for this
`Amendment (collectively, the “Amendment No. 6 Lead Arrangers”);
`
`WHEREAS, subject to the terms and conditions of the Credit Agreement, the Parent
`Borrower may establish Incremental Term Commitments with new and/or existing Term
`Lenders;
`
`WHEREAS, the Parent Borrower has requested, on behalf of itself and the Co-
`Borrower, that the initial Incremental Term B-3 Lender party hereto extend credit to the
`Borrowers in an aggregate principal amount of $425,000,000 in the form of a new Class of
`Incremental Term Commitments (the “Term B-3 Commitments” and the Incremental Term
`Loans with respect to such Commitments, the “Term B-3 Loans”) under the Credit Agreement
`having identical terms with and having the same rights and obligations under the Loan
`Documents as the Term B-2 Loans, except as expressly set forth herein;
`
`WHEREAS, subject to the terms and conditions of the Credit Agreement, the
`Incremental Term B-3 Lender shall become a Lender pursuant to a joinder agreement
`substantially in the form of Exhibit A (the “Joinder Agreement”);
`
`NOW, THEREFORE, in consideration of the premises and covenants contained
`herein and for other good and valuable consideration, the receipt and sufficiency of which are
`hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
`follows:
`
`Section 1. Amendments.
`
`
`
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`Effective as of the Amendment No. 6 Effective Date, the Credit Agreement is hereby
`amended as follows:
`
`(a) The following defined terms shall be added to Section 1.01 of the Credit
`Agreement in alphabetical order:
`“Amendment No. 6” means Amendment No. 6 to this Agreement dated as of
`February 25, 2015.
`
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`“Amendment No. 6 Effective Date” means February 25, 2015, the date on which all
`conditions precedent set forth in Section 3 of Amendment No. 6 are satisfied.
`“Amendment No. 6 Lead Arrangers” means, collectively, Bank of America, N.A.,
`Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc.
`and TPG Capital BD, LLC.
`“Term B-3 Commitment” means, with respect to each Term B-3 Lender, the
`obligation of such Term B-3 Lender to make a Term B-3 Loan on the Amendment No. 6
`Effective Date, in the amount set forth on the joinder agreement of such Term B-3 Lender
`to Amendment No. 6, as such commitment may be (a) reduced from time to time pursuant
`to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments
`by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental
`Amendment, (iii) a Refinancing Amendment or (iv) an Extension. The aggregate amount
`of Term B-3 Commitments as of the Amendment No. 6 Effective Date shall equal
`$425,000,000.
`“Term B-3 Lender” means a Person with a Term B-3 Commitment to make Term B-3
`Loans to the Borrowers on the Amendment No. 6 Effective Date, which for the avoidance
`of doubt may be an existing Term Lender.
`“Term B-3 Loan” means a Loan that is made pursuant to Section 2.01(e) of the Credit
`Agreement on the Amendment No. 6 Effective Date.
`
`(b) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is
`hereby amended by deleting such clause in its entirety and replacing it with the following:
`
`“Applicable Rate” means a percentage per annum equal to:
`(a) with respect to Term B-2 Loans, (i) 3.00% for Eurocurrency Rate Loans, and (ii) 2.00%
`for Base Rate Loans,
`(b) with respect to Term B-3 Loans, (i) 3.25% for Eurocurrency Rate Loans, and (ii) 2.25%
`for Base Rate Loans, and
`(c) with respect to Tranche A Revolving Credit Loans and unused Tranche A Revolving
`Credit Commitments, (i) until delivery of financial statements for the first full fiscal
`quarter commencing on or after the Closing Date pursuant to Section 6.01, (A) for
`Eurocurrency Rate Loans, 3.75%, (B) for Base Rate Loans, 2.75%, and (C) for unused
`commitment fees payable pursuant to Section 2.09(a), 0.50%, and (ii) thereafter, the
`following percentages per annum, based upon the Senior Secured Net Leverage Ratio
`as specified in the most recent Compliance Certificate received by the Administrative
`Agent pursuant to Section 6.02(a):
`
`Applicable Rate
`
`Senior Secured Net
`Leverage Ratio
`Pricing Level
` Base Rate
` Eurocurrency Rate
`
`1
`
`3.75%
`2.75%
`> 3.0 to 1.0
`
`2
` £ 3.0 to 1.0 and > 2.5 to 1.0
`3.50%
`2.50%
`3
`
`£ 2.5 to 1.0
`
`3.25%
`2.25%
`
`Commitment Fee
`Rate
`
`
`
`
`0.50%
`0.375%
`0.375%
`
`-2-
`
`
`
`
`
`
`
`
`
`
`
`
`
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`(d) with respect to Tranche B Revolving Credit Loans, unused Tranche B Revolving
`Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements
`for the first full fiscal quarter commencing on or after the Amendment No. 3 Effective
`Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 3.25%, (B) for Base
`Rate Loans, 2.25%, (C) for Letter of Credit fees, 3.25% and (D) for unused
`commitment fees payable pursuant to Section 2.09(a), 0.50%, and (ii) thereafter, with
`respect to Tranche B Revolving Credit Loans, unused Tranche B Revolving Credit
`Commitments and Letter of Credit fees, the following percentages per annum, based
`upon the Senior Secured Net Leverage Ratio as specified in the most recent
`Compliance Certificate received by the Administrative Agent pursuant to
`Section 6.02(a):
`
`
`
`
`
`Senior Secured Net
`Leverage Ratio
`Pricing Level
`
`1
`
`> 3.0 to 1.0
`
`2
` £ 3.0 to 1.0 and > 2.5 to 1.0
`3
`
`£ 2.5 to 1.0
`
`
`Applicable Rate
`Eurocurrency Rate and
` Base Rate
`Letter of Credit Fees
`
`3.25%
`2.25%
`3.25%
`2.25%
`3.00%
`2.00%
`
`Commitment Fee
`Rate
`
`
`
`
`0.50%
`0.375%
`0.375%
`
`Any increase or decrease in the Applicable Rate resulting from a change in the Senior
`Secured Net Leverage Ratio shall become effective as of the first Business Day immediately
`following the date a Compliance Certificate is delivered pursuant to Section 6.02(a);
`provided that “Pricing Level 1” in clauses (b) and (c) above shall apply as of (x) the first
`Business Day after the date on which a Compliance Certificate was required to have been
`delivered but was not delivered, and shall continue to so apply to and including the date on
`which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise
`determined in accordance with this definition shall apply) and (y) at the option of the
`Administrative Agent or the Required Facility Lenders under the applicable Revolving
`Credit Facility, as of the first Business Day after an Event of Default under Section 8.01(a)
`shall have occurred and be continuing, and shall continue to so apply to but excluding the
`date on which such Event of Default is cured or waived (and thereafter the pricing level
`otherwise determined in accordance with this definition shall apply).
`
`(c) The definition of “Eurocurrency Rate” in Section 1.01 of the Credit Agreement is
`hereby amended by deleting such clause in its entirety and replacing it with the following:
`
`
`
`
`
`
`
`“Eurocurrency Rate” means
`(a) for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum
`equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
`published by Reuters (or such other commercially available source providing
`quotations of BBA LIBOR as may be designated by the Administrative Agent from
`time to time) at approximately 11:00 a.m., London time, two (2) London Banking
`Days prior to the commencement of such Interest Period, for Dollar deposits (for
`delivery on the first day of such Interest Period) with a term equivalent to such Interest
`Period or (ii) if such published rate is not available at such time for any reason, then
`the “Eurocurrency Rate” for such Interest Period shall be the rate per annum
`determined by the Administrative Agent to be the rate a