Eldorado Gold Corp 6-K, filed Aug 6, 2024

Eldorado Gold Corp (EGO)

6-K 2024-08-06 For: 2024-07-31

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Added on April 10, 2026

About this 6-K

Eldorado Gold Corp filed this 6-K on August 6, 2024.

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Exhibit No.		Description
99.1		Fifth Amended and Restated Credit Agreement

		Page

ARTICLE 1 DEFINITIONS		2

1.1	Definitions	2
1.2	Classification of Loans and Borrowings	34
1.3	Terms Generally	34
1.4	Accounting Terms; GAAP	35
1.5	Time	35
1.6	Permitted Liens	35
1.7	Amendment and Restatement of 2021 Credit Agreement	35
1.8	Rates	36
1.9	Québec Matters	36

ARTICLE 2 THE CREDITS		37

2.1	Commitments	37
2.2	Loans and Borrowings	39
2.3	Requests for Borrowings	40
2.4	Funding of Borrowings	41
2.5	Interest	41
2.6	Termination and Reduction of Commitments; Extensions	43
2.7	Repayment of Borrowings	45
2.8	Evidence of Debt	45
2.9	Prepayments; Currency Fluctuations	45
2.10	Fees	46
2.11	Alternate Rate of Interest	47
2.12	Increased Costs; Illegality	53
2.13	Break Funding Payments	54
2.14	Taxes	55
2.15	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	56
2.16	Currency Indemnity	58
2.17	Mitigation Obligations; Replacement of Lenders	59
2.18	Letters of Credit	59
2.19	Defaulting Lenders	64

ARTICLE 3 REPRESENTATIONS AND WARRANTIES		67

3.1	Representations and Warranties of the Borrower	67

ARTICLE 4 CONDITIONS		73

		Page

4.1	Conditions to Effectiveness	73
4.2	Each Credit Event	76

ARTICLE 5 AFFIRMATIVE COVENANTS		77

5.1	Covenants	77

ARTICLE 6 NEGATIVE COVENANTS		82

6.1	Negative Covenants	82

ARTICLE 7 EVENTS OF DEFAULT		91

7.1	Events of Default	91

ARTICLE 8 THE ADMINISTRATIVE AGENT		95

8.1	Appointment of Agents	95
8.2	Secured Parties	96
8.3	Parallel Debt	96
8.4	Limitation of Duties of Agents	97
8.5	Lack of Reliance on the Agents	98
8.6	Certain Rights of the Administrative Agent	98
8.7	Reliance by Administrative Agent	98
8.8	Indemnification of Administrative Agent	99
8.9	Other Business of Administrative Agent	99
8.10	May Treat Lender as Owner	99
8.11	Successor Administrative Agent	99
8.12	No Independent Legal Action	100
8.13	No Duties	100
8.14	Erroneous Payments by the Administrative Agent	100

ARTICLE 9 MISCELLANEOUS		104

9.1	Notices	104
9.2	Waivers; Amendments	105
9.3	Expenses; Indemnity; Damage Waiver	107
9.4	Successors and Assigns	110
9.5	Anti-Money Laundering Legislation	112
9.6	Survival	113
9.7	[Reserved]	113
9.8	Counterparts	113
9.9	Entire Agreement	113
9.10	Severability	113
9.11	Right of Set Off	113
9.12	Governing Law	114

		Page

9.13	Attornment	114
9.14	Service of Process	114
9.15	WAIVER OF JURY TRIAL	114
9.16	Confidentiality	114
9.17	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	115
9.18	Keepwell	115
9.19	Acknowledgement Regarding Any Supported QFCs	116
9.20	Paramountcy	117
9.21	No Advisory or Fiduciary Responsibility	117

			Page

Exhibits:

Exhibit A	-	Form of Borrowing Request
Exhibit B	-	Form of Assignment and Assumption
Exhibit C	-	Form of Compliance Certificate
Exhibit D	-	Form of Revolving Note
Exhibit E	-	Form of Intercompany Subordination Agreement
Exhibit F	-	Form of Repayment Notice
Exhibit G	-	Form of Additional Commitment Agreement

Schedules:

Schedule 1.1(a)	-	Lenders and Commitments
Schedule 1.1(b)	-	Initial Security Documents
Schedule 1.1(c)	-	BVCo Security Documents
Schedule 1.1(d)	-	Existing Permitted Liens
Schedule 1.1(e)	-	Transferred Letters of Credit
Schedule 3.1(3)	-	Exceptions to Representation 3.1(3) - Governmental Approvals; No Conflicts
Schedule 3.1(5)	-	Exceptions to Representation 3.1(5) - Litigation
Schedule 3.1(13)	-	Subsidiaries
Schedule 3.1(17)	-	Environmental Matters
Schedule 3.1(22)	-	Limited Subsidiaries
Schedule 3.1(27)	-	Security
Schedule 6.1(1)	-	Existing Indebtedness
Schedule 9.1	-	Lender and Issuing Bank Contact Information

	(a)	acquires any business or all or substantially all of the assets of any Person engaged in any business;

	(b)	acquires control of securities of a Person engaged in a business representing more than 50% of the ordinary voting power for the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body;

	(c)	acquires control of more than 50% of the ownership interest in any Person engaged in any business that is not managed by a board of directors or other governing body; or

	(d)	otherwise acquires Control of a Person engaged in a business.

	(a)	Term SOFR for such calculation; plus

	(b)	the Term SOFR Adjustment,

Level	Net Leverage Ratio	SOFR Loan or LC Fee¹	Base Rate Loan	Standby Fee
I	Less than 0.50:1.00
II	Greater than or equal to 0.50:1.00 but less than 1.00:1.00
III	Greater than or equal to 1.00:1.00 but less than 2.00:1.00
IV	Greater than or equal to 2.00:1.00 but less than 3.00:1.00

	(a)	an acquisition of 35% or more of the voting rights attached to all outstanding voting shares of the Borrower by a Person (or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding), or by virtue of a related series of such events, and whether by transfer of existing shares or by issuance of shares from treasury or both; or

	(b)	the amalgamation, consolidation or combination of the Borrower with, or merger of the Borrower into, any other Person, whether by way of amalgamation, arrangement or otherwise, unless (1) the Borrower is the surviving Person or the Person formed by such amalgamation, consolidation or combination, or into which the Borrower has merged, is a corporation and (2) immediately after giving effect to such transaction at least 60% of the voting rights attached to all outstanding voting shares of the Borrower or the corporation resulting from such amalgamation, consolidation or combination, or into which the Borrower is merged, as the case may be are owned by Persons who held at least 60% of the voting rights attached to all outstanding voting shares of the Borrower immediately before giving effect to such transaction; or

	(c)	the direct or indirect transfer, conveyance, sale, lease or other disposition, by virtue of a single event or a related series of such events, of 90% or more of the assets of the Borrower based on gross fair market value to any Person unless (1) such disposition is to a corporation and (2) immediately after giving effect of such disposition, at least 60% of the voting rights attached to all outstanding voting shares of such corporation are owned by the Borrower or its related entities or by Persons who held at least 60% of the voting rights attached to all outstanding voting shares of the Borrower immediately before giving effect to such disposition; or

	(d)	individuals who are elected by the shareholders to the board of directors of the Borrower at the beginning of any one year term to constitute the directors of the Borrower cease for any reason in such year to constitute at least 50% of the board of directors of the Borrower.

	(a)	failed to fund any portion of its Loans or participations in Letters of Credit within one Business Day of the date required to be funded by it hereunder in accordance with the terms hereof;

	(b)	notified the Borrower in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit;

	(c)	failed, within one Business Day after request by the Administrative Agent, acting in good faith, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit;

	(d)	otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due unless the subject of a good faith dispute; or

	(e)	become the subject of a Bail-In Action.

	(a)	mineral concession;

	(b)	mining claim;

	(c)	mining lease; and

	(d)	other real (immovable) property (leasehold or freehold);

	(a)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise);

	(b)	to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof;

	(c)	to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness or other obligation;

	(d)	as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or other obligation;

	(e)	to make take-or-pay or similar payments, if required, regardless of non- performance by any other party or parties to an agreement; or

	(f)	to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss.

	(a)	all obligations of such Person for borrowed money or with respect to deposits or advances of any kind;

	(b)	all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

	(c)	all obligations of such Person upon which interest charges are customarily paid;

	(d)	all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

	(e)	all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);

	(f)	all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

	(g)	all Guarantees by such Person of Indebtedness of others;

	(h)	all Capital Lease Obligations of such Person;

	(i)	all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee (other than letters of credit and letters of guarantee issued in support of current accounts payable, bids, tenders, trade contracts, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business);

	(j)	all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances;

	(k)	the net amount of obligations of such Person under Hedge Arrangements (determined on a mark-to-market basis after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Arrangements);

	(l)	all Secured Cash Management Obligations;

	(m)	all obligations of such Person in respect of streaming or royalty agreements; and

	(a)	purchase or other acquisition by the investor of Equity Securities of any other Person or any beneficial interest therein;

	(b)	purchase or other acquisition by the investor of bonds, notes, debentures or other debt securities of any other Person or any beneficial interest therein;

	(c)	loan or advance to any other Person or any Guarantee of any loan or advance of another Person, other than (i) advances to employees for expenses incurred in the ordinary course of business, and (ii) accounts receivable arising from sales or services rendered to such other Person in the ordinary course of the investor’s business; and

	(d)	capital contribution by the investor to any other Person;

	(a)	each of the Subsidiary Guarantors;

	(b)	each other present and future Subsidiary (other than any Excluded Subsidiary) that, as at the last day of the last Fiscal Quarter with respect to which the Borrower has delivered (or was required to deliver) financial information to the Administrative Agent pursuant to Section 5.1:

	By:	/s/ Karen Aram
		Karen Aram, Corporate Secretary

		(i)	has Consolidated revenues for the most recent Rolling Period in excess of an amount equal to 5% of the Consolidated revenues of the Borrower (but excluding the Excluded Subsidiaries) for such Rolling Period, regardless of whether or not such Person was a Subsidiary (other than any Excluded Subsidiary) for the entire such Rolling Period; and

		(ii)	has Consolidated assets having a book value in excess of an amount equal to 5% of the Total Assets of the Borrower (but excluding the Excluded Subsidiaries) determined on a Consolidated basis; and

	(a)	any income of any Subsidiary which, due to legal, regulatory or contractual restrictions, cannot be distributed, directly or indirectly, to the Borrower; or

	(b)	the income (or loss) of any Person accrued prior to the date (i) such Person becomes a Subsidiary or is amalgamated with a Subsidiary, or (ii) such Person’s property is acquired by a Subsidiary.

	(a)	which is of a Person carrying on a Permitted Business (or if an asset Acquisition, of assets used or useful in a Permitted Business); and

	(b)	in respect of which the Borrower has provided a certificate of a Responsible Officer of the Borrower:

	(a)	direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of Canada or of any Canadian province (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of Canada or of such Canadian province), in each case maturing within one year from the date of acquisition thereof;

	(b)	investments in certificates of deposit, bankers’ acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of Canada or of any Canadian province which has a combined capital surplus and undivided profits of not less than U.S.$500,000,000;

	(c)	direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of the United States of America), in each case maturing within one year from the date of acquisition thereof;

	(d)	in the case of any Subsidiary not organized under the laws of Canada or any province or territory thereof or under the laws of United States, any state or territory thereof or the District of Columbia, direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the sovereign nation (or any agency thereof) in which such Subsidiary is organized and is conducting business;

	(e)	marketable and freely-tradeable securities evidencing direct obligations of corporations, hospitals, municipal boards or school boards having, at the date of acquisition, a rating of at least A-2 by S&P, P-2 by Moodys or an equivalent rating by a nationally recognized rating agency, in each case maturing within one year from the date of acquisition thereof; or

	(f)	deposits with banks made in the ordinary course of business.

	(a)	Liens in favour of the Administrative Agent for the benefit of the Secured Parties for the obligations of any Credit Party under or pursuant to the Loan Documents;

	(b)	Purchase Money Liens securing Indebtedness to the extent permitted by Section 6.1(1)(f) and Liens to secure Capital Lease Obligations to the extent permitted by Section 6.1(1)(f));

	(c)	Liens imposed by any Governmental Authority for Taxes not yet due and delinquent or which are being contested in good faith and by appropriate proceedings in compliance with Section 5.1(3), and, during such period during which such Liens are being so contested, such Liens shall not be executed on or enforced against any of the assets of the Borrower or any Material Subsidiary, provided that the Borrower or such Material Subsidiary shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

	(d)	carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction and other like Liens arising by operation of applicable Law, arising in the ordinary course of business and securing amounts (i) which are not overdue for a period of more than 30 days, or (ii) which are being contested in good faith and by appropriate proceedings and, during such period during which amounts are being so contested, such Liens shall not be executed on or enforced against any of the assets of the Borrower or any Material Subsidiary, provided that the Borrower or such Material Subsidiary shall have set aside on its books reserves deemed adequate therefor and not resulting in qualification by auditors;

	(e)	statutory Liens incurred, or pledges or deposits made, under worker’s compensation, employment insurance and other social security legislation;

	(f)	undetermined or inchoate Liens and charges arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with applicable Law or of which written notice has not been duly given in accordance with applicable Law or which although filed or registered, relate to obligations not due or delinquent;

	(g)	Liens or deposits to secure the performance of bids, tenders, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a like nature (other than for borrowed money) incurred in the ordinary course of business (or to secure letters of credit or letters of guarantee issued in support of any of the foregoing);

	(h)	servitudes, easements, rights-of-way, restrictions and other similar encumbrances on real property imposed by applicable Law or incurred in the ordinary course of business and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any Material Subsidiary;

	(i)	Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Borrower or any Material Subsidiary be prosecuting an appeal or proceeding for review in good faith and by appropriate proceedings and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured;

	(j)	the rights reserved to or vested in Governmental Authorities by statutory provisions or by the terms of leases, licenses, franchises, grants or permits, which affect any land, to terminate the leases, licenses, franchises, grants or permits or to require annual or other periodic payments as a condition of the continuance thereof;

	(k)	securities to public utilities or to any municipalities or Governmental Authorities or other public authority when required by the utility, municipality or Governmental Authorities or other public authority in connection with the supply of services or utilities to the Borrower or any Material Subsidiary;

	(l)	Liens or covenants restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants do not materially and adversely affect the use of the lands by the Borrower or any Material Subsidiary;

	(m)	Liens listed on Schedule 1.1(d);

	(n)	statutory Liens incurred or pledges or deposits made in favour of a Governmental Authority to secure the performance of obligations of the Borrower or any Material Subsidiary under Environmental Laws to which any assets of the Borrower or such Material Subsidiary are subject;

	(o)	customary rights of set-off or combination of accounts in favour of a financial institution with respect to deposits maintained by it;

	(p)	Liens granted by the Borrower or any Material Subsidiary to a landlord to secure the payment of arrears of rent in respect of leased properties in the Province of Quebec leased from such landlord, provided that such Lien is limited to the assets located at or about such leased properties;

	(q)	any Lien on any property or asset of the Borrower or any Material Subsidiary existing on the Original Effective Date and set out in Schedule 1.1(d), provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Material Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the Original Effective Date;

	(r)	Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Material Subsidiary or existing on any property or asset of any Person that becomes Material Subsidiary after the Original Effective Date prior to the time such Person becomes Material Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Material Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any of its Material Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Material Subsidiary, as the case may be;

	(s)	Liens granted by the Borrower in favour of any Lender (or an Affiliate of any Lender) solely for the purposes of securing the obligations of the Borrower to such Lender (or Affiliate of such Lender) pursuant to a Prepaid Metals Transaction to the extent permitted by Section 6.1(1)(o); and

	(t)	Liens granted by Tüprag Metal in connection with any streaming agreement or royalty agreement, to the extent permitted by Section 6.1(1)(q).

	(a)	of any dividend, distribution or return of capital with respect to its Equity Securities;

	(b)	on account of the purchase, redemption, retirement or other acquisition of any of its Equity Securities or any warrants, options or similar rights with respect to its Equity Securities;

	(c)	of any principal of or interest or premium on any Indebtedness of such Person which by its terms ranks subordinate in right of payment to any liability of such Person under the Loan Documents;

	(d)	of any principal of or interest or premium on any Indebtedness of such Person to a holder of Equity Securities of such Person or to an Affiliate of a holder of Equity Securities of such Person;

	(e)	of any management, consulting or similar fee or any bonus payment or comparable payment, or by way of gift or other gratuity, to any Affiliate of such Person or to any director or officer of such Person or any Affiliate of such Person; and

	(f)	for the purpose of setting apart any property for a sinking, defeasance or other analogous fund for any of the payments referenced above.

Interest Period	Percentage
One month	0.10%
Three months	0.15%
Six months	0.25%

	(a)	Subject to the terms and conditions hereof, at any time after the Effective Date, and provided that no Default or Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(11) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that the Revolving Credit Lenders or any other financial institution provide additional Revolving Credit Commitments (each, an “Additional Commitment”) which shall serve to increase the Revolving Credit, such that further Revolving Loans become available thereunder upon identical terms and conditions.

	(b)	Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the relevant Additional Commitment shall become effective, and (i) the Administrative Agent shall promptly notify each Lender as to such agreement, and (ii) Schedule 1.1(a) shall be deemed to be modified accordingly.

	(i)	no Additional Commitment shall require the consent of any Lender other than the applicable Additional Lender, but each Additional Lender shall require the approval of the Administrative Agent and the Issuing Banks, not to be unreasonably withheld;

	(ii)	no Revolving Credit Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion;

	(iii)	the aggregate amount of all Additional Commitments shall not exceed U.S.$100,000,000;

	(iv)	the aggregate amount of all Additional Commitments requested at any one time shall be an integral multiple of U.S.$5,000,000 and not less than U.S.$25,000,000;

	(v)	the Borrower may pay any upfront or other fees as may be agreed by any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment, and the Borrower may pay any arrangement or other fees as may be agreed by the Administrative Agent in connection with an Additional Commitment; and

	(vi)	the Administrative Agent shall have received and be satisfied with evidence of the payment of all Taxes (including Turkish stamp taxes, if any) exigible as a result of the increase of the Revolving Credit resulting from any Additional Commitment and any guarantee thereof.

	(i)	the aggregate amount of each requested Borrowing, and whether such Borrowing is to be made under the Revolving Credit Commitments or the Additional LC Credit;

	(ii)	the date of such Borrowing, which shall be a Business Day;

	(iii)	whether such Borrowing is to be a Base Rate Borrowing, a SOFR Borrowing or a Letter of Credit;

	(iv)	in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

	(v)	the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply herewith.

	(a)	first, by reducing the amount or rate of interest required to be paid to the affected Lender under Section 2.5; and

	(b)	thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to the affected Lender which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

	(a)	the Loans under the applicable Credit of any Non-Extending Lender shall be repaid on the applicable Maturity Date (without giving effect to the extension requested in such Extension Request, with respect to the Non-Extending Lender only) and the Commitments under such Credit of such Non-Extending Lender shall be permanently cancelled on such date;

	(b)	at the sole expense of the Borrower, upon notice to such Lender and the Administrative Agent, the Commitments under the applicable Credit of any Non-Extending Lender shall be assigned to (and assumed by) an assignee permitted under Section 9.4 upon payment by the assignee to the Non-Extending Lender of an amount equal to the outstanding principal of the Loans under the applicable Credit and participation in LC Disbursements thereunder, if any, accrued interest thereon, accrued fees and all other amounts payable to the Non-Extending Lender hereunder in respect of such Credit, provided that (i) such assignment does not conflict with any applicable Law, and (ii) any assignee which becomes a Lender as a result of such an assignment shall be deemed to have consented to the applicable Extension Request and, therefore, shall not be a Non-Extending Lender; or

	(c)	the Borrower may withdraw the applicable Extension Request.

	(a)	the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof, or

	(b)	the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, conversion to, or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13.

	(b)	Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with (but not consent of) the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

	(c)	Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (i) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(2)(d) and (ii) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11(2), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.11(2).

	(d)	Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non- representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

	(e)	Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

	(a)	the sum of (i) Daily Simple SOFR and (ii) 0.10% (10 basis points); and

	(b)	the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

	(a)	in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

	(b)	in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non- representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

	(b)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

	(c)	a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

	(a)	impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or

	(b)	impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement (including the imposition on any Lender of, or any change to, any Tax or other charge with respect to its Loans or any Letter of Credit or participation therein, or its obligation to make Loans or issue or participate in any Letter of Credit),