PCOR 8-K

Procore Technologies, Inc.

Date: July 29, 2026

/s/ Benjamin C. Singer

Benjamin C. Singer

Chief Legal Officer and Corporate Secretary

Procore Technologies, Inc. (PCOR)

8-K 2026-07-29 For: 2026-07-27

View Original

Added on July 30, 2026


6309 Carpinteria Avenue,
Carpinteria, CA		93013
(Address of Principal Executive Offices)		(Zip Code)


Exhibit Number		Description

2.1^†		Agreement and Plan of Merger by and among Procore Technologies, Inc., DF Merger Sub, Inc., DroneDeploy, Inc., and Fortis Advisors LLC, as the Stockholder Representative, dated as of July 27, 2026

10.1		Commitment Letter by and between Procore Technologies, Inc. and Goldman Sachs Bank USA, dated as of July 27, 2026

99.1⁺		Procore Technologies, Inc. Press Release, dated as of July 29, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


		Page
ARTICLE I THE MERGER			2

Section 1.1	The Merger		2
Section 1.2	Closing; Effective Times		2
Section 1.3	General Effects of the Merger		2
Section 1.4	Organizational Documents		2
Section 1.5	Directors; Officers		3
Section 1.6	Subsequent Actions		3
Section 1.7	Effect on Shares		3
Section 1.8	Effect on Options		4
Section 1.9	Company Warrants		5
Section 1.10	Adjustments		6
Section 1.11	Dissenting Shares		6
Section 1.12	Payment and Exchange Procedures		6
Section 1.13	Closing Spreadsheet		9
Section 1.14	Post-Closing Adjustment		12
Section 1.15	Tax Withholding		14
Section 1.16	Further Actions		15

ARTICLE II REPRESENTATIONS AND WARRANTIES BY THE COMPANY			15

Section 2.1	Organization and Qualification		15
Section 2.2	Certificate of Incorporation and Bylaws; Minute and Transfer Books		16
Section 2.3	Capitalization		17
Section 2.4	Authority		19
Section 2.5	No Conflict; Required Consents and Approvals		20
Section 2.6	Compliance with Applicable Law; Permits		20
Section 2.7	Financial Statements		21
Section 2.8	Absence of Changes		22
Section 2.9	No Undisclosed Liabilities		22
Section 2.10	Litigation		22
Section 2.11	Employee Benefits		23
Section 2.12	Labor and Employment Matters		26
Section 2.13	Real Property		31
Section 2.14	Intellectual Property		32
Section 2.15	Privacy and Data Protection		41
Section 2.16	Taxes		43
Section 2.17	Material Contracts		46
Section 2.18	Tangible Assets		49
Section 2.19	Insurance		49
Section 2.20	Customers and Suppliers		50
Section 2.21	Brokers		50
Section 2.22	Bank Accounts; Powers of Attorney		50
Section 2.23	Anti-Corruption and Trade Regulation		50
Section 2.24	Related Party Transactions; Stockholder Agreements		52
Section 2.25	Takeover Statutes		52
Section 2.26	Government Contracts		52
Section 2.27	Aviation Operations and Compliance		53


Section 2.28	Outbound Investment Security Program	54

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		55

Section 3.1	Organization and Qualification	55
Section 3.2	Authority	55
Section 3.3	No Conflict; Required Consents and Approvals	55
Section 3.4	Merger Sub	56
Section 3.5	Brokers	56
Section 3.6	Availability of Funds; Financing	56
Section 3.7	Independent Investigation	56

ARTICLE IV COVENANTS		57

Section 4.1	Conduct of Business	57
Section 4.2	Restrictions on Conduct of Business	57
Section 4.3	Regulatory Approvals	60
Section 4.4	Stockholder Approval	61
Section 4.5	Information Statement	62
Section 4.6	Confirmatory Assignments	62
Section 4.7	Notice of Certain Events	62
Section 4.8	Confidentiality; Public Announcements	63
Section 4.9	Exclusivity	63
Section 4.10	Employee Matters	64
Section 4.11	Retention Pool	65
Section 4.12	Tax Matters	66
Section 4.13	Access to Information	68
Section 4.14	Termination of Benefit Plans	68
Section 4.15	Director and Officer Indemnification	69
Section 4.16	Cyber Tail Policy	69
Section 4.17	Equity Release Agreement	70
Section 4.18	[Reserved.]	70
Section 4.19	Financing Obligation	70
Section 4.20	Financing Cooperation	71
Section 4.21	Disclosed Canadian Personal Data	73
Section 4.22	Required Financials	74
Section 4.23	R&W Insurance Policy	74

ARTICLE V CONDITIONS TO CLOSING		74

Section 5.1	Conditions to Obligations of Each Party	74
Section 5.2	Conditions to Obligations of Parent and Merger Sub	75
Section 5.3	Conditions to Obligations of the Company	78

ARTICLE VI TERMINATION		79

Section 6.1	Termination	79
Section 6.2	Effect of Termination	80

ARTICLE VII INDEMNIFICATION		80

Section 7.1	Release of Indemnity Escrow Fund	80
Section 7.2	Indemnification	81
Section 7.3	Stockholder Representative	84
Section 7.4	Survival of Representations, Warranties and Covenants	87
Section 7.5	Third Party Claims	88


Section 7.6	Procedures	89
Section 7.7	Exclusive Remedy	91
Section 7.8	Tax Treatment of Indemnity Payments	91

ARTICLE VIII MISCELLANEOUS		91

Section 8.1	Entire Agreement; Assignment; Successors	91
Section 8.2	Severability	92
Section 8.3	No Other Representations and Warranties	92
Section 8.4	Notices	93
Section 8.5	Governing Law; Jurisdiction; Waiver of Jury Trial	94
Section 8.6	Remedies Cumulative; Specific Performance	95
Section 8.7	Interpretation	95
Section 8.8	No Third Party Beneficiaries	96
Section 8.9	Counterparts; Electronic Signature	96
Section 8.10	Amendment and Modification	96
Section 8.11	Fees and Expenses	97
Section 8.12	Waiver	97
Section 8.13	No Presumption Against Drafting Party	97


Exhibit A		Definitions
Exhibit B		Form of Non-Competition Agreement
Exhibit C		Form of Vesting Agreement
Exhibit D		Form of Written Consent
Exhibit E		Form of Joinder Agreement
Exhibit F		Form of Certificate of Merger
Exhibit G		Form of Option Surrender Agreement
Exhibit H		Form of Warrant Cancellation Agreement
Exhibit I		Form of Letter of Transmittal
Exhibit J		Form of Escrow Agreement
Exhibit K-1		Form of D&O Resignation Letter (US/NZ)
Exhibit K-2		Form of D&O Resignation Letter (AUS)
Exhibit K-3		Form of D&O Resignation Letter (UK)


Company Disclosure Schedule
Schedule A		Principal Stockholders
Schedule B		Accounting Principles and Sample Working Capital Calculation
Schedule C		Closing Spreadsheet
Schedule D		Change of Control Parties
Schedule 4.2		Restrictions on Conduct of Business
Schedule 4.3		Certain Regulatory Matters
Schedule 4.6(a)		Confirmatory Assignments
Schedule 4.15(b)		D&O Indemnified Agreements
Schedule 5.2(f)(x)		Key Employees
Schedule 5.2(f)(y)		Non-Compete Parties
Schedule 7.2(a)(ix)		Specified Matters


PROCORE TECHNOLOGIES, INC.

By:		/s/ Rachel Pyles
Name:		Rachel Pyles
Title:		Chief Financial Officer

DF MERGER SUB, INC.

By:		/s/ Rachel Pyles
Name:		Rachel Pyles
Title:		Chief Executive Officer

DRONEDEPLOY, INC.

By:		/s/ Michael Winn
Name:		Michael Winn
Title:		Chief Executive Officer

FORTIS ADVISORS LLC, as the Stockholder Representative

By:		/s/ Ryan Simkin
Name:		Ryan Simkin
Title:		Managing Director


Term		Section
280G Approval		Section 4.4(c)
Accrued Employee Amounts		Section 4.10(b)
Adjustment Escrow Fund		Section 1.12(d)
Advisory Group		Section 7.3(b)
Aggregate Equity Release Amount		Section 4.17
Agreed Amount		Section 7.6(c)
Agreement		Preamble
Alternative Debt Financing		Section 4.19(b)
Alternative Debt Financing Commitment		Section 4.19(b)
Award Amount		Section 7.6(d)
Balance Sheet		Section 2.7(a)(i)
Balance Sheet Date		Section 2.7(a)(i)
Certificate of Merger		Section 1.2(b)
Claim Amount		Section 7.6(a)
Claim Notice		Section 7.6(a)
Client Service Agreements		Section 2.12(c)
Closing		Section 1.2(a)
Closing Cash		Section 1.13(a)(i)
Closing Date		Section 1.2(a)
Closing Indebtedness		Section 1.13(a)(i)
Closing Spreadsheet		Section 1.13(a)
Closing Working Capital		Section 1.13(a)(i)
Company		Preamble
Company AI Policies		Section 2.14(f)(vi)
Company Board		Recitals
Company Disclosure Schedule		Article II
Company Permits		Section 2.6(b)
Company Pilots		Section 2.27(f)
Company Prepared Return		Section 4.12(e)(i)
Company Registered Intellectual Property		Section 2.14(a)(i)
Company Transaction Document		Section 2.4(a)
Company UAS		Section 2.27(a)
Confidentiality Agreement		Section 4.8(a)
Continuing Employee		Section 4.10(a)
Contributor		Section 2.14(a)(iv)
Cyber Tail Policy		Section 4.16
D&O Indemnified Parties		Section 4.15(b)
D&O Tail Policy		Section 4.15(a)
Debt Commitment Letter		Section 3.6(a)
Debt Financing		Section 3.6(a)


Term		Section
Debt Financing Commitment		Section 3.6(a)
Deductible		Section 7.2(b)(i)
dissenter’s rights		Section 1.11
Dissenting Share Payments		Section 1.11
Dissenting Shares		Section 1.11
Downwards Adjustment Amount		Section 1.14(e)
Effective Time		Section 1.2(b)
Employee Plans		Section 2.11(a)
Enforceability Exceptions		Section 2.4(a)
Equity Release Agreement		Section 4.17
Escrow Agent		Section 1.12(d)
Escrow Agreement		Section 1.12(d)
Escrow Funds		Section 1.12(d)
Exchange Documents		Section 1.12(b)
Expense Amount		Section 7.3(d)
Expense Fund		Section 7.3(d)
Expiration Date		Section 7.4(a)
Export Approvals		Section 2.23(b)
Extended Outside Date		Section 6.1(b)
FAA		Section 2.27(b)
FDI Matters		Section 4.3
Final Merger Consideration		Section 1.14(e)
Financial Statements		Section 2.7(a)
FIRPTA Certificate		Section 5.2(h)(xix)
Founder Claim		Section 2.14(l)(i)
Fundamental Matters		Section 7.2(a)(x)
Fundamental Representation Claims		Section 7.2(a)(i)
Government Contract Bid		Section 2.26(a)
HSR Act		Section 4.3
Inbound IP Grant		Section 2.14(b)(i)
Indemnification Dispute		Section 7.6(d)
Indemnified Parties		Section 7.2(a)
Indemnity Escrow Fund		Section 1.12(d)
Information Security Assessments		Section 2.15(h)
Information Statement		Section 4.5
Intercompany Agreement		Section 2.17(a)(xxii)
Interim Balance Sheet		Section 2.7(a)(ii)
Interim Balance Sheet Date		Section 2.7(a)(ii)
Interim Financial Statements		Section 2.7(a)(ii)
Interim Period		Section 4.1
IP/Privacy Representation Claims		Section 7.2(a)(i)
Joinder Agreement		Recitals
Key Employee		Section 5.2(f)
Lease Agreements		Section 2.13(b)
Leased Real Property		Section 2.13(b)
Licensed Intangible Property		Section 2.14(a)(iii)
Licensed Intellectual Property Rights		Section 2.14(a)(iii)
Loss Amounts		Section 7.4(a)(v)
Material Contract		Section 2.17(a)
Material Contracts		Section 2.17(a)


Term		Section
Merger		Recitals
Merger Sub		Preamble
Non-Compete Party		Section 5.2(f)
Non-Competition Agreement		Recitals
Non-Employee In the Money Options		Section 1.12(c)
Notice of Disagreement		Section 1.14(b)
Objection Notice		Section 7.6(b)
OCI		Section 2.26(f)
Offer Letter		Recitals
Option Consideration		Section 1.8(a)
Option Surrender Agreement		Section 1.8(d)
Organizational Documents		Section 2.2(a)
Other Available Funds		Section 3.6(a)
Outbound IP Grant		Section 2.14(b)(ii)
Outside Date		Section 6.1(b)
Parent		Preamble
Parent Prepared Return		Section 4.12(e)(ii)
Payment Agent		Section 1.12(a)
Payoff Letter		Section 5.2(h)(vi)
PCI-DSS		Section 2.15(a)
Permanent Financing		Section 4.20(a)
Post-Closing Statement		Section 1.14(a)
Pre-Closing Vesting Schedule		Section 1.8(b)
Principal Stockholders		Recitals
R&D Sponsor(s)		Section 2.14(j)
Receivables		Section 2.7(e)
Representation Claims		Section 7.2(a)(i)
Representative Losses		Section 7.3(b)
Required Majority		Section 7.3(c)
Requisite Stockholder Approval		Section 2.4(c)
Reserve Amount		Section 7.1
Sanctioned Countries		Section 2.23(b)
Section 382 Study		Section 4.12(a)
Security Program		Section 2.15(g)
Services Recipient		Section 2.14(l)(i)
Shares		Section 1.7
Specified Person		Section 2.3(f)
Stipulated Amount		Section 7.6(b)
Stockholder Representative		Preamble
Stockholder Representative Engagement Agreement		Section 7.3(b)
Stockholder Representative Group		Section 7.3(b)
Substitute RSU Award		Section 1.8(b)
Substitute RSUs		Section 1.8(b)
Surviving Corporation		Section 1.1
Third Party Claim		Section 7.5
Top Customers		Section 2.20(a)
Top Vendors		Section 2.20(a)
Transactions		Recitals
UAS		Section 2.27(a)
Unpaid Aggregate Equity Release Amount		Section 1.13(a)(i)


Term		Section
Unpaid Change of Control Payments		Section 1.13(a)(i)
Unpaid Transaction Expenses		Section 1.13(a)(i)
Upwards Adjustment Amount		Section 1.14(f)
U.S. Data Security Program		Section 2.15(k)
Vesting Agreement		Recitals
WARN Act		Section 2.12(l)
Warrant Cancellation Agreement		Section 1.9(a)
Warrant Consideration		Section 1.9(a)
Written Consent		Recitals


Very truly yours,

GOLDMAN SACHS BANK USA

By:		/s/ Robert Ehudin
Name:		Robert Ehudin
Title:		Authorized Signatory


Borrower:		Procore Technologies, Inc., a Delaware corporation (the “Borrower”).

Lead Arranger and Bookrunner:		GS Bank, acting alone or through or with affiliates selected by it, will act as the sole bookrunner and sole lead arranger (in such capacities, the “Lead Arranger”); provided that in the event the Facility (as defined below) is syndicated to other financial institutions then GS Bank will be lead left.

Lenders:		A syndicate of financial institutions and other entities arranged by the Lead Arranger and reasonably acceptable to you (each a “Lender” and, collectively, the “Lenders”).

Administrative Agent:		GS Bank (in such capacity, the “Administrative Agent”).

Bridge Loans:		A 364-day senior secured bridge facility (the “Facility”) consisting of commitments to make bridge loans (the “Loans”) in an aggregate principal amount of up to $700 million less any net cash proceeds from any Permanent Financing received by the Borrower on or prior to the Closing Date. Such commitments shall also be permanently and automatically reduced on a pro rata basis as set forth under “Mandatory Prepayments/Commitment Reductions” below.

Use of Proceeds:		The proceeds from borrowings of the Loans will be used by the Borrower on the Closing Date, together with cash on hand and the proceeds from any Permanent Financing, if any, to pay the Acquisition Costs.

Availability:		The Loans will be available in a single drawing substantially contemporaneously with the consummation of the Acquisition (such date of the consummation of the Acquisition and the funding, in whole or in part, of the Loans, the “Closing Date”). Loans borrowed and repaid may not be redrawn.


Documentation:		The documentation for the Loans (the “Loan Documentation”) shall be customary for facilities of this type in a form to be mutually agreed between the Administrative Agent and the Borrower and (i) to reflect the terms set forth in this Annex A, including the nature of the Facility as a bridge facility, and in Annex B, (ii) to reflect the operational or administrative requirements of the Administrative Agent and (iii) to permit the consummation of the Transactions and assumption of existing debt of the Target on the Closing Date that is permitted to remain outstanding pursuant to the Acquisition Agreement (after giving effect to the Transactions). The Loan Documentation shall (i) contain customary “Chewy,” “Serta” and “J. Crew” protections, (ii) contain the Administrative Agent’s customary agency, exculpatory, operational, technical and mechanical provisions and (iii) contain other terms and provisions as may be reasonably agreed by the Borrower and the Commitment Party giving due regard to the operational and strategic requirements of Borrower and its subsidiaries and the Target in light of their consolidated capital structure, size, industry and practices after giving effect to the Transactions (such provisions of this paragraph being referred to collectively as the “Documentation Principles”).

Ranking:		The Loans will be senior debt of the Borrower, pari passu in right of payment with all other senior debt of the Borrower.

Guarantors:		Each existing and subsequently acquired or formed direct and indirect wholly-owned material domestic subsidiary of the Borrower (the “Guarantors”, and the guarantees provided by the Guarantors, the “Guarantees”; the Guarantors, together with the Borrower, the “Loan Parties”).

Security:		Subject to the Certain Funds Provisions, permitted liens and customary exceptions to be set forth in the Loan Documentation, obligations of the Loan Parties in respect of the Facility and the related Guarantees will be secured jointly and severally on a perfected first-priority basis by the following property of the Loan Parties, wherever located, now owned or hereafter acquired (collectively, the “Collateral”): substantially all of the real and personal property and fixtures of the Loan Parties, accounts, goods (including inventory and equipment), documents, instruments, investment property, chattel paper, letters of credit, letter-of-credit rights, commercial tort claims and general intangibles (including intellectual property), and proceeds and products of the foregoing property and assets, subject to customary exceptions customary for facilities of this type to be mutually agreed between the Administrative Agent and the Borrower. For the avoidance of doubt, and without limitation, (x) the Loan Documentation shall require, subject to the Certain Funds Provisions, the entrance into customary mortgages and related filings and deliverables with respect to real property in excess of a threshold to be agreed and (y) (i) no control agreements shall be required with respect to any bank accounts or securities accounts, (ii) no landlord waiver or collateral access agreement will be required, (iii) no leasehold mortgages will be required, and (iv) no document governed by non-U.S. law or perfection action outside the United States will be required.


Interest:		Interest rates and fees in connection with the Loans will be as specified in the Fee Letter and on Schedule I attached hereto.

Maturity:		The Loans will mature on the date (the “Maturity Date”) that is 364 days after the Closing Date.

Mandatory Prepayment/ Commitment Reductions:		The Borrower will be required to prepay the Loans and/or the Commitments under the Facility will be automatically and permanently reduced on a pro rata basis, at par plus accrued and unpaid interest with 100% of the net cash proceeds from (i) the issuance or incurrence of any Permanent Financing, (ii) the issuance or incurrence of any other debt for borrowed money not otherwise permitted under the Loan Documentation (other than indebtedness that is reasonably agreed to by the Lead Arranger and certain other indebtedness incurred in the ordinary course of business, including, without limitation, purchase money indebtedness and equipment financings, deferred purchase price obligations, capital leases, letter of credit facilities, working capital, liquidity or revolving credit facilities, draft protection, hedging and cash management obligations, trade or customer financing, subject to other exceptions to be mutually agreed), (iii) the issuance of any equity (including equity and debt securities convertible or exchangeable into or exercisable for equity securities, other equity-linked securities or hybrid debt-equity securities) (other than (A) the issuance of common stock, options, warrants, restricted stock units and/or other equity interests of the Borrower to officers, directors or employees of the Borrower or any subsidiaries thereof pursuant to equity incentive plans or other employee equity compensation arrangements of Borrower and (B) other exceptions to be mutually agreed) and (iv) non-ordinary course asset sales and other dispositions of property (including casualty events) (with exceptions for sales of inventory, ordinary course dispositions, dispositions of obsolete or worn-out property and property no longer useful in the business and intercompany transactions among the Borrower and any of its subsidiaries) the net cash proceeds of which are in excess of $20,000,000 per transaction or series of related transactions or $50,000,000 in the aggregate and other exceptions to be set forth in the Loan Documentation consistent with the Documentation Principles).


		Each such prepayment will be made together with accrued and unpaid interest to the date of prepayment, but without premium or penalty.

Voluntary Prepayment:		The Loans may be prepaid at any time, in whole or in part, at the option of the Borrower, upon notice and in a minimum principal amount and in multiples to be agreed upon, at 100% of the principal amount of the Loans prepaid, plus all accrued and unpaid interest and fees to the date of the repayment.

Conditions Precedent to Borrowings:		Limited to those conditions set forth in the Conditions Annex and subject to the Certain Funds Provisions.

Representations and Warranties:		The Loan Documentation will contain the Specified Representations and, subject to the Documentation Principles, other representations and warranties customary for facilities of this type, which representations and warranties shall be limited to: due organization; requisite power and authority; qualification; equity interests and ownership; due authorization, execution, delivery and enforceability of the Loan Documentation; creation, perfection and priority of security interests; no conflicts; governmental consents; historical and projected financial condition; no material adverse change; no restricted junior payments; absence of material litigation; payment of taxes; title to properties; environmental matters; no defaults under material agreements; Investment Company Act and margin stock matters; ERISA and other employee matters; absence of brokers or finders fees; solvency; compliance with laws; status as first lien senior debt; full disclosure; outbound investment rules; beneficial ownership regulations; and PATRIOT Act, sanctions and anti-terrorism, anti-corruption, and anti-money-laundering laws and regulations, and other related matters.

Affirmative Covenants:		Subject to the Documentation Principles and customary for facilities of this type (including customary exceptions to be mutually agreed), and limited to: delivery of financial statements and other reports; notices of defaults, litigation and other material events; maintenance of existence; payment of taxes and claims; maintenance of properties; maintenance of insurance; books and records; inspections; compliance with laws; sanctions and anti-terrorism, anti-corruption, and anti-money-laundering laws and regulations; environmental matters; additional collateral and guarantors; beneficial ownership regulation; use of proceeds; further assurances, including, in each case, exceptions and qualifications to be agreed between the Administrative Agent and the Borrower.


Negative Covenants:		Subject to the Documentation Principles and customary for facilities of this type (including customary baskets and exceptions to be mutually agreed), and limited to: restrictions on the ability of the Loan Parties and their subsidiaries to: incur indebtedness, issue disqualified capital stock, incur liens, merge or consolidate into other persons, change lines of business or fiscal year, make investments, dividends or other restricted payments, amend organizational documents, material indebtedness or indebtedness (“Junior Debt”) that is unsecured or subordinated in right of payment or lien priority to the Facility, make certain payments with respect to Junior Debt, sell or dispose of assets (including through sale and leaseback transactions), transact with affiliates, enter into certain restrictive agreements, outbound investment rules, and use the proceeds of the Facility in violation of applicable sanctions and anti-terrorism, anti-corruption, or anti-money-laundering laws and regulations, in each case, with certain exceptions to be agreed between the Administrative Agent and the Borrower.

Financial Covenants:		None.

Events of Default:		Subject to the Documentation Principles and customary for facilities of this type (with customary materiality thresholds, exceptions and cure periods to be mutually agreed), and limited to: failure to make payments when due, defaults under other agreements or instruments of indebtedness, certain events under hedging agreements, noncompliance with covenants, breaches of representations and warranties, bankruptcy, judgments in excess of specified amounts, ERISA events, impairment of security interests in collateral, invalidity of guarantees, and a “change of control” (to be defined in a mutually agreed upon manner.

Yield Protection and Increased Costs:		Consistent with the Documentation Principles. Customary gross-up and indemnity provisions for withholding and other taxes to be included.

Assignments and Participations:		Subject to the prior approval of the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), the Lenders will have the right to assign Loans (other than to natural persons, the Borrower or any of the Borrower’s affiliates or subsidiaries); provided, however, that prior to the Maturity Date and so long as no bankruptcy or payment event of default has occurred and is continuing, the consent of the Borrower (not to be unreasonably withheld, conditioned or delayed and other than with respect to assignments to a Lender, an affiliate of a Lender or an approved fund) shall be required. The Borrower shall be deemed to have consented to an assignment request if the Borrower has not objected thereto within fifteen (15) business days after written notice thereof.


		The Lenders will have the right to participate their Loans (other than to any natural persons, the Borrower or any of the Borrower’s affiliates or subsidiaries) without restriction, other than customary voting limitations. Participants will have the same benefits as the selling Lenders would have (and will be limited to the amount of such benefits) with regard to yield protection and increased costs, subject to customary limitations and restrictions.

Required Lenders:		On any date of determination, those Lenders who collectively hold more than 50% of the aggregate outstanding commitments and Loans (the “Required Lenders”).

Amendments and Waivers:		Subject to the Documentation Principles, amendments and waivers of the provisions of the Loan Documentation will require the approval of the Required Lenders, except that (a) the consent of all Lenders directly adversely affected thereby will be required with respect to: (i) reductions of principal, interest, fees or other amounts, (ii) extensions of scheduled maturities or times for payment, (iii) increases in the amount of any Lender’s commitment, (iv) releases of all or substantially all of the Collateral or of the value of the guarantees, (v) changes that impose any additional restriction on such Lender’s ability to assign any of its rights or obligations and (vi) changes to pro rata sharing provisions, (b) the consent of 100% of the Lenders will be required with respect to customary matters, including (i) to permit the Borrower to assign its rights under the Loan Documentation and (ii) to modify any voting percentages and (c) the consent of the Administrative Agent will be required to amend, modify or otherwise affect its rights and duties.

Indemnification:		Consistent with the Documentation Principles.

Confidentiality:		Consistent with the Documentation Principles; provided that the Administrative Agent, the Lead Arranger and the Lenders may disclose the existence of the Facility and information about the Facility to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent in connection with the administration and management of the Facility.


Expenses:		Whether or not the Closing Date occurs, the Borrower shall pay (a) the reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of one counsel to the Administrative Agent and, if applicable, one local counsel in each relevant jurisdiction) of the Administrative Agent and the Lead Arranger associated with the syndication of Facility and the preparation, negotiation, execution, delivery and administration of the Loan Documentation (including with respect to the creation and perfection of liens on the Collateral and related filings) and any amendment or waiver with respect thereto and (b) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of one counsel to the Administrative Agent and the Lenders together (and, if applicable, one local counsel in each relevant jurisdiction)) of the Administrative Agent and each of the Lenders in connection with the enforcement of the Loan Documentation or protection of rights.

Governing Law and Submission to Jurisdiction:		New York.

Waiver of Jury Trial and Punitive and Consequential Damages:		Consistent with the Documentation Principles.

Counsel for the Lead Arrangers and the Administrative Agent:		Cahill Gordon & Reindel LLP.


Interest Rate:		The Loans will bear interest for the first three month period commencing on the initial date of funding of the Loans (the “Funding Date”) at a variable rate per annum (the “Applicable Interest Rate”) equal to the sum of (a) the SOFR Rate plus (b) a spread equal to 1.75%.

		The Applicable Interest Rate will increase by an additional 0.25% at the conclusion of each three-month period after the Funding Date.

		Interest will be payable quarterly in arrears and on the Maturity Date and will be calculated on the basis of the actual number of days elapsed in a year of 360 days.

		The “SOFR Rate” (and/or analogous and related terms) will be defined and calculated as specified in the Loan Documentation; provided that the SOFR Rate will be deemed to not be less than 0.00 % per annum.

Default Rate:		The Applicable Interest Rate plus 2.00%, applicable only after the Administrative Agent’s written election following the occurrence and during the continuance of an Event of Default (except in the case of a bankruptcy Event of Default, with respect to which no notice is required).