Td Synnex Corp DEFA14A, filed Mar 22, 2021

Date: March 22, 2021

SYNNEX CORPORATION

/s/ Simon Y. Leung

Simon Y. Leung

Senior Vice President, General Counsel and

Corporate Secretary

Td Synnex Corp (SNX)

DEFA14A 2021-03-22

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Added on October 16, 2026

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44201 Nobel Drive, Fremont, California		94538
(Address of principal executive offices)		(Zip Code)


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of March 22, 2021, by and among SYNNEX, Spire Sub I, Inc., Spire Sub II, LLC, and Tiger Parent (AP) Corporation*

3(ii).1		First Amendment to the Amended and Restated Bylaws

10.1		Bridge Commitment Letter, dated as of March 22, 2021, by and among SYNNEX and Citigroup Global Markets Inc.

99.1		Voting Agreement, dated as of March 22, 2021, by and among SYNNEX, Tiger Parent (AP) Corporation, and certain stockholders of SYNNEX

99.2		Conference Call Script, dated March 22, 2021

99.3		Associate FAQs

99.4		Customer Letter

99.5		Partner Letter

99.6		Investor Presentation

99.7		Press Release issued by SYNNEX dated March 22, 2021

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


1.1	Certain Definitions	2
1.2	Additional Definitions	8

ARTICLE II

THE MERGER

2.1	The Mergers	11
2.2	Closing	11
2.3	Effective Times	12
2.4	Effects of the Mergers	12
2.5	Effect of the Corporate Merger on Securities	12
2.6	Effect of the LLC Merger on Securities	14
2.7	Certificate of Incorporation of the Combined Company	15
2.8	Bylaws of the Combined Company	15
2.9	Certificate of Incorporation and Bylaws of Surviving Corporation	15
2.10	Certificate of Formation and Limited Liability Company Agreement of Surviving Entity	15
2.11	Directors, Managers and Officers	15
2.12	Plan of Reorganization	16
2.13	Certain Post-Closing Governance Matters	16

ARTICLE III

EXCHANGE OF SHARES

3.1	Exchange of Shares	16

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB I AND MERGER SUB II

4.1	Corporate Organization	18
4.2	Capitalization	20
4.3	Authority; No Violation	21
4.4	Consents and Approvals	22
4.5	Financial Statements	23
4.6	Broker’s Fees	24
4.7	Absence of Certain Changes or Events	25
4.8	Legal and Regulatory Proceedings	25


4.9	Taxes and Tax Returns	25
4.10	Employees	27
4.11	SEC Reports	29
4.12	Compliance with Applicable Law	30
4.13	Certain Contracts	32
4.14	Government Contracts	34
4.15	Environmental Matters	34
4.16	Intellectual Property	35
4.17	Related Party Transactions	36
4.18	State Takeover Laws	36
4.19	Parent, Merger Sub I and Merger Sub II Board Recommendations	36
4.20	Opinion	37
4.21	Parent Information	37
4.22	Customers and Suppliers	37
4.23	Financing	38
4.24	No Other Representations or Warranties	38

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1	Corporate Organization	39
5.2	Capitalization	40
5.3	Authority; No Violation	41
5.4	Consents and Approvals	42
5.5	Financial Statements	42
5.6	Broker’s Fees	44
5.7	Absence of Certain Changes or Events	44
5.8	Legal and Regulatory Proceedings	44
5.9	Taxes and Tax Returns	44
5.10	Employees	46
5.11	Compliance with Applicable Law	48
5.12	Certain Contracts	50
5.13	Government Contracts	52
5.14	Environmental Matters	53
5.15	Intellectual Property	53
5.16	Related Party Transactions	54
5.17	State Takeover Laws	54
5.18	Company Board Recommendation	55
5.19	Company Information	55
5.20	Customers and Suppliers	55
5.21	No Other Representations or Warranties	55


6.1	Conduct of Company Businesses Prior to the Corporate Merger Effective Time	56
6.2	Conduct of Parent Businesses Prior to the Corporate Merger Effective Time	58

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1	Regulatory Matters	61
7.2	Access to Information; Confidentiality	64
7.3	Parent Meeting	64
7.4	Legal Conditions to Merger	66
7.5	Stock Exchange Listing	67
7.6	Employee Benefit Plans	67
7.7	Certain Tax Matters	69
7.8	Indemnification; Directors’ and Officers’ Insurance	70
7.9	Stockholder Litigation	71
7.10	Acquisition Proposals	71
7.11	Public Announcements	72
7.12	Takeover Statutes	73
7.13	Financing Matters	73
7.14	Exemption from Liability under Section 16(b)	78
7.15	Transition	79
7.16	Merger Sub I and Merger Sub II Approval	79
7.17	Company Approval	79
7.18	Corporate Opportunity Charter Amendment Vote	79
7.19	Resignation Letters	79
7.20	Post-Signing Financial Statements	80
7.21	Company Equity Contribution	80

ARTICLE VIII

CONDITIONS PRECEDENT

8.1	Conditions to Each Party’s Obligation to Effect the Mergers	80
8.2	Conditions to Obligations of the Company	81
8.3	Conditions to Obligations of Parent, Merger Sub I and Merger Sub II	82

ARTICLE IX

TERMINATION AND AMENDMENT

9.1	Termination	83
9.2	Effect of Termination	85


10.1	Amendment	87
10.2	Extension; Waiver	87
10.3	Nonsurvival of Representations, Warranties and Agreements	87
10.4	Expenses	88
10.5	Notices	88
10.6	Interpretation	89
10.7	Counterparts	89
10.8	Entire Agreement	89
10.9	Governing Law; Jurisdiction	89
10.10	Waiver of Jury Trial	90
10.11	Assignment; Third-Party Beneficiaries	90
10.12	Specific Performance	91
10.13	Severability	91
10.14	Delivery by Facsimile or Electronic Transmission	91
10.15	Financing Entities	92


	Page
Aggregate Cash Consideration		2.5(b)
Aggregate Stock Consideration		2.5(b)
Agreement		Preamble
Alternative Financing		7.13(b)
Alternative Financing Commitment Letter		7.13(b)
Antitrust Division		7.1(c)
Authorized Share Charter Amendment		2.7(a)
Authorized Share Charter Amendment Vote		2.7(a)
Cancelled Shares		2.5(b)
Capitalization Date		4.2(a)
Cash Designation Consideration		2.5(b)(i)
Cash Designation Share		2.5(b)(i)
Cash Merger Consideration		2.5(b)(iii)
Certificate of Corporate Merger		2.3(a)
Certificate of LLC Merger		2.3(a)
Chosen Courts		10.9(b)
Closing		2.2
Closing Date		2.2
Code		Recitals
Combined Company		2.1(b)
Commitment Letter		4.23
Company		Preamble
Company Benefit Plans		5.10(a)
Company Common Stock		Recitals
Company Contract		5.12(a)
Company Covered Customer		5.20
Company Covered Supplier		5.20
Company Disclosure Schedule		Article V
Company ERISA Affiliate		5.10(a)
Company Expenses		9.2(b)
Company Financial Statements		5.5(a)
Company Indemnified Parties		7.8(a)
Company Insiders		7.14
Company Intellectual Property		5.15(b)
Company Registered Intellectual Property		5.15(a)
Company Securities		5.2(a)
Company Subsidiary		5.1(b)
Company Subsidiary Securities		5.2(b)
Company Tax Certificate		7.7(b)
Company Tax Counsel		7.7(b)
Competition Laws		4.4
Confidentiality Agreement		7.2(b)
Contract		4.23
Copyrights		Definition of Intellectual Property
Corporate Merger		Recitals
Corporate Merger Effective Time		2.3(b)
Corporate Opportunity Charter Amendment		2.7(b)


Corporate Opportunity Charter Amendment Vote			2.7(b)
Delaware Claims			10.9(a)
Delaware Secretary			2.3(a)
DGCL			Recitals
DLLCA			Recitals
Enforceability Exceptions			4.3(a)
Environmental Laws			4.15
Environmental Permits			4.15
Equity Contribution			7.21
ERISA			4.10(a)
Exchange Act			4.5(d)
Exchange Ratio			2.5(b)(ii)
FCPA			4.12(e)
Financing			4.23
Financing Agreements			7.13(a)
FTC			7.1(c)
Government Contract			4.14
Governmental Entity			4.4
HSR Act			4.4
Laws			4.12(a)
Legacy Employee			7.6(a)
Liens			4.2(d)
LLC Merger			Recitals
LLC Merger Effective Time			2.3(b)
made available			10.6
Marks			Definition of Intellectual Property
Material to Parent			4.5(b)
Material to the Company			5.5(b)
Merger Consideration			2.5(c)
Merger Sub I			Preamble
Merger Sub I Common Stock			2.5(a)
Merger Sub II			Preamble
Mergers			Recitals
Mixed Cash Consideration			2.5(b)(iii)
Mixed Designation Share			2.5(b)(iii)
Mixed Stock Consideration			2.5(b)(iii)
Multiemployer Plan			4.10(a)
Multiple Employer Plan			4.10(d)
New Benefit Plans			7.6(a)
NYSE			4.4
OFAC			4.12(d)
Offering Document			7.13(f)(ii)
Old Certificate			2.5(c)
Parent			Preamble
Parent Benefit Plans			4.10(a)
Parent Board Recommendation			4.19


Parent Bylaws			2.8
Parent Certificate of Incorporation			2.7(a)
Parent Common Stock			Recitals
Parent Contract			4.13(a)
Parent Covered Customer			4.22
Parent Covered Supplier			4.22
Parent Disclosure Schedule			Article IV
Parent Equity Awards			4.2(a)
Parent ERISA Affiliate			4.10(a)
Parent Indemnified Parties			7.8(a)
Parent Intellectual Property			4.16(b)
Parent Meeting			7.3(b)
Parent PSU Awards			4.2(a)
Parent Qualified Plans			4.10(b)
Parent Registered Intellectual Property			4.16(a)
Parent Restricted Stock Awards			4.2(a)
Parent RSU Awards			4.2(a)
Parent SEC Reports			4.11
Parent Securities			4.2(a)
Parent Stock Options			4.2(a)
Parent Subsidiary			4.1(b)
Parent Subsidiary Securities			4.2(d)
Parent Tax Certificate			7.7(b)
PBGC			4.10(c)
Permanent Financing			7.13(d)
Post-Signing Audited Financial Statements			7.20
Post-Signing Financials			7.20
Post-Signing Quarterly Financials			7.20
Pre-Closing Tax Period			7.7(b)
Premium Cap			7.8(b)
Proxy Statement			4.4
Recommendation Change			7.3(b)
Remedy			7.1(b)
Reorganization Tax Opinion			7.7(b)
Requisite Parent Vote			4.3(a)
Sarbanes-Oxley Act			4.5(d)
Security Breach			4.12(f)
Share Issuance			4.3(a)
Spin-Off			4.9(a)
Stock Designation Consideration			2.5(b)(ii)
Stock Designation Share			2.5(b)(ii)
Stock Merger Consideration			2.5(b)(iii)
Surviving Corporation			2.1(a)
Surviving Corporation Common Stock			2.5(a)
Surviving Entity			2.1(b)
Tail Termination Fee			9.2(c)(i)
Takeover Statutes			4.18
Termination Date			9.1(c)
Termination Fee			9.2(c)(ii)
the date hereof			10.6
Trade Secrets			Definition of Intellectual Property
Treasury Regulations			Recitals
Willful Breach			9.2(a)


TIGER PARENT (AP) CORPORATION

By:		/s/ David R. Vetter
		Name: David R. Vetter
		Title: Executive Vice President, Chief Legal Officer

SYNNEX CORPORATION

By:		/s/ Simon Y. Leung
		Name: Simon Y. Leung
		Title: Senior Vice President, General Counsel and Corporate Secretary

SPIRE SUB I, INC.

By:		/s/ Simon Y. Leung
		Name: Simon Y. Leung
		Title: Senior Vice President, General Counsel and Corporate Secretary

SPIRE SUB II, LLC

By:		/s/ Simon Y. Leung
		Name: Simon Y. Leung
		Title: Senior Vice President, General Counsel and Corporate Secretary


SYNNEX CORPORATION
By:
Name: Simon Y. Leung
Title: SVP, General Counsel and Corporate Secretary


		Page

ARTICLE 1 OFFICES		1

1.1	Principal Office		1
1.2	Additional Offices		1

ARTICLE 2 MEETING OF STOCKHOLDERS		1
2.1	Place of Meeting		1
2.2	Annual Meeting		1
2.3	Special Meetings		5
2.4	Notice of Meetings		5
2.5	Business Matter of a Special Meeting		6
2.6	List of Stockholders		6
2.7	Organization and Conduct of Business		6
2.8	Quorum and Adjournments		6
2.9	Voting Rights		6
2.10	Majority Vote		7
2.11	Record Date for Stockholder Notice and Voting		7
2.12	Proxies		7
2.13	Inspectors of Election		7
2.14	Action Without a Meeting		7

ARTICLE 3 DIRECTORS		8

3.1	Number, Election, Tenure and Qualifications		8
3.2	Enlargement and Vacancies		9
3.3	Resignation and Removal		9
3.4	Powers		9
3.5	Chairman of the Board		10
3.6	Place of Meetings		10
3.7	Annual Meetings		10
3.8	Regular Meetings		10
3.9	Special Meetings		10
3.10	Quorum, Action at Meeting, Adjournments		10
3.11	Action Without Meeting		11
3.12	Telephone Meetings		11
3.13	Committees		11
3.14	Fees and Compensation of Directors		11
3.15	Rights of Inspection		11

ARTICLE 4 OFFICERS		12

4.1	Officers Designated		12
4.2	Election		12


4.3	Tenure		12
4.4	Compensation		12
4.5	The Chief Executive Officer or Co-Chief Executive Officer		12
4.6	The President		13
4.7	The Vice President		13
4.8	The Secretary		13
4.9	The Assistant Secretary		13
4.10	The Chief Financial Officer		13
4.11	Bond		14
4.12	Delegation of Authority		14

ARTICLE 5 NOTICES		14

5.1	Deliver		14
5.2	Waiver of Notice		14

ARTICLE 6 INDEMNIFICATION		15

6.1	Actions Other Than By or in the Right of the Corporation		15
6.2	Actions By or in the Right of the Corporation		15
6.3	Success on the Merits		15
6.4	Specific Authorization		16
6.5	Advance Payment		16
6.6	Non-Exclusivity		16
6.7	Insurance		16
6.8	Severability		16
6.9	Intent of Article		16

ARTICLE 7 CAPITAL STOCK		17

7.1	Certificates for Shares		17
7.2	Signatures on Certificates		17
7.3	Transfer of Stock		17
7.4	Registered Stockholders		17
7.5	Lost, Stolen or Destroyed Certificates		18

ARTICLE 8 CERTAIN TRANSACTIONS		18

8.1	Transactions with Interested Parties		18
8.2	Quorum		18

ARTICLE 9 GENERAL PROVISIONS		18

9.1	Dividends		18
9.2	Dividend Reserve		19
9.3	Checks		19
9.4	Corporate Seal		19
9.5	Fiscal Year		19


9.6	Execution of Corporate Contracts and Instruments		19
9.7	Representation of Shares of Other Corporations		19

ARTICLE 10 AMENDMENTS		19

ARTICLE 11 EXCLUSIVE FORUM		20

11.1	Exclusive Forum		20
11.2	Personal Jurisdiction		20
11.3	Notice		20



STOCKHOLDER:

TIGER PARENT HOLDINGS, L.P.


Section 1	Definitions; Interpretation	2

Section 2	Board of Directors	6

Section 3	Directors’ and Officers’ Insurance	9

Section 4	Information	10

Section 5	Certain Actions	12

Section 6	Restricted Activities; Voting	12

Section 7	Registration Rights	14

Section 8	Notice of Sale	14

Section 9	Rule 144	14

Section 10	Duration of Agreement	15

Section 11	Severability	15

Section 12	Governing Law; Jurisdiction	15

Section 13	WAIVER OF JURY TRIAL	15

Section 14	Stock Dividends, Etc.	16

Section 15	Benefits of Agreement	16

Section 16	Notices	16

Section 17	Modification; Waiver	17

Section 18	Entire Agreement	18

Section 19	Counterparts	18

Section 20	Delivery by Facsimile or Electronic Transmission	18

Section 21	Director and Officer Actions	18

Section 22	Apollo Stockholder Parties	18


SYNNEX Corporation

By:		/s/ Simon Y. Leung
Name:		Simon Y. Leung
Title: SVP, General Counsel and Corporate Secretary


Very truly yours,
CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Susan M. Olsen
Name:		Susan M. Olsen
Title:		Managing Director


Accepted and agreed to as of
the date first written above by:

SYNNEX CORPORATION

By:	/s/ Simon Y. Leung
	Name:	Simon Y. Leung
	Title:	Senior Vice President, General Counsel
		and Corporate Secretary


Borrower:		SYNNEX Corporation (the “*Borrower” or “Parent*”).

Transactions:		As set forth in Exhibit A to the Commitment Letter.

Bridge Administrative Agent:		Citi or one of its affiliates will act as sole administrative agent (in such capacity, the “*Bridge Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors reasonably acceptable to the Sole Arranger and Parent (together with the Initial Lenders, the “Bridge Lenders*”) and will perform the duties customarily associated with such roles.

Sole Arranger and Sole Bookrunner:		Citi will act as the sole lead arranger (in such capacity, the “*Sole Arranger”), and as the sole lead bookrunner (in such capacity, the “Sole Bookrunner*”), in each case for the Bridge Facilities, and each will perform the duties customarily associated with such roles.

Bridge Loans:		A senior unsecured bridge loan (the “*Term Loan A Bridge Facility”; and the loan thereunder, the “Term Loan A Bridge Loan”) in an aggregate principal amount of $1.5 billion and a senior unsecured bridge loan (the “Capital Markets Bridge Facility” and together with the Term Loan A Bridge Facility, the “Term Bridge Facility”; and the loan thereunder the “Capital Markets Bridge Loan”; together with the Term Loan A Bridge Loan, the “Bridge Loan”) in an aggregate principal amount of $2.5 billion. A senior unsecured bridge revolving facility (the “Bridge Revolving Facility”; together with the Term Bridge Facility and Capital Markets Bridge Facility, the “Bridge Facilities”) in an aggregate amount of $3.5 billion, under which the Borrower may borrow loans from time to time. The loans under the Bridge Revolving Facility are referred to as “Bridge Revolving Loans”. The Lenders providing the Bridge Revolving Loans or holding commitments under the Bridge Revolving Facility are the “Bridge Revolving Lenders*.”


Availability:		The Bridge Loan will be made available on the Closing Date. Amounts borrowed under the Bridge Loan that are repaid or prepaid may not be reborrowed. The Bridge Revolving Facility will be available on or after the Closing Date and any time prior to the Maturity Date. Otherwise, Bridge Revolving Loans will be available at any time prior to the final Maturity Date. Bridge Revolving Loans that are ABR Loans shall be available on same-day notice. Bridge Revolving Loans shall be available in United States Dollars.

Purpose:		The proceeds of the Bridge Loan will be used by Parent and its subsidiaries, together with the proceeds from the Credit Facilities (if any), the Senior Notes (if any), the Bridge Revolving Loans in an amount not to exceed the Transaction Expenses and cash on hand at Parent and its subsidiaries and/or at Acquired Company and its subsidiaries to pay the Transaction Funds and (if applicable) refinance certain indebtedness of the Acquired Company not otherwise contemplated in the Refinancing. The proceeds of Bridge Revolving Loans may be used by Parent and its subsidiaries on the Closing Date to pay the Transaction Expenses and thereafter, for working capital and other general corporate purposes, including the financing of acquisition, dividends and other distributions on account of the capital stock of Parent.

Security:		None.

Guarantors:		None.

Maturity:		All Bridge Loans and Bridge Revolving Loans will have a maturity date that is 364 days after the Closing Date (the “*Maturity Date*”). The Bridge Facilities shall have no required amortization.

Interest Rates and Ticking Fees:		For the Bridge Facilities, at the option of the Borrower, Adjusted LIBOR or ABR, in each case, plus the Bridge Applicable Margin.

		“*Bridge Applicable Margin*” means initially (i) 0.375%, in the case of ABR Loans and (ii) 1.375%, in the case of LIBOR Loans. The foregoing margins shall be subject to change after the Closing Date in accordance with the pricing grid set forth below. The Borrower shall pay a commitment fee on unused commitments under the Bridge Revolving Facility in the percentages per annum specified in the grid below.


Level	Debt Rating (S&P/Moody ’s/Fitch)	Bridge LIBOR Loan Applicable Margin			Bridge Unused Fee
I	BBB+/Baa1/BBB+ or higher		1.125	%		0.125	%
II	BBB/Baa2/BBB		1.250	%		0.150	%
III	BBB-/Baa3/BBB-		1.375	%		0.175	%
IV	BB+/Ba1/BB+		1.625	%		0.250	%
V	BB/Ba2/BB or lower		1.750	%		0.300	%


		The Bridge Applicable Margin at each level set forth above shall increase by 0.250% per annum every 90 days following the Closing Date. The Borrower shall pay a ticking fee (the “*Ticking* *Fees”) on unused commitments under the Bridge Facilities of 0.175% per annum; provided* that (i) Ticking Fees shall only be payable if the Closing Date occurs and (ii) Ticking Fees shall accrue from and including the date that is 90 days after the Signing Date to but excluding the earlier of (i) termination or expiration of the commitments under the Bridge Facilities and (ii) the Closing Date.

		“*Debt Rating” means the respective rating of the non-credit enhanced, senior unsecured debt of Parent issued by Standard & Poor’s Ratings Services (“S&P”), Moody’s Investor Service, Inc. (“Moody’s”) and/or Fitch Ratings (“Fitch*”). Debt Rating level changes shall be deemed to take effect as of the day subsequent to the date on which Moody’s or S&P or Fitch, as the case may be, releases the applicable change in its rating. In the event that Debt Ratings are provided by all of Moody’s, Fitch and S&P, and such Debt Ratings fall within different Levels

		(i) if any two ratings are at the same Level, the Bridge Applicable Margin shall be based upon such Level and (ii) if no two Debt Ratings are at the same Level, the Applicable Margin shall be based upon the Level which is in the middle of the distribution of the three ratings.


		In the event that Debt Ratings are provided by any two of Moody’s, Fitch and S&P,

		(i) if such Debt Ratings fall within the same Level, the Bridge Applicable Margin shall be based upon such Level, and (ii) if such Debt Ratings fall within different Levels, the Bridge Applicable Margin shall be based on the higher of the two Levels (with Level I being the highest and Level V being the lowest) unless one of the two Debt Ratings is two or more Levels lower than the other, in which case the Bridge Applicable Margin shall be determined by reference to the Level immediately below the Level of the higher of the two Debt Ratings.

		In the event that a Debt Rating is provided only by one of Moody’s, Fitch and S&P, the Bridge Applicable Margin shall be based on such level. If no Debt Rating is provided, the Bridge Applicable Margin and the bridge unused fee shall be based on Level V. The Bridge Applicable Margin with respect to all ABR Loans shall be 100 basis points less than the Applicable Margin with respect to Adjusted LIBOR Loans set forth above, but in any event not less than zero basis points.

		The Borrower may elect interest periods of 1, 3 or 6 months (or, if agreed by all relevant Lenders, 12 or fewer months or a period of shorter than 1 month) for Adjusted LIBOR. Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based upon the “prime rate”). Interest shall be payable in arrears (i) for loans accruing interest at a rate based on Adjusted LIBOR, at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date,

		(ii) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date and


		(iii) upon any prepayment or repayment. “*ABR*” is the Alternate Base Rate, which is the highest of

		(i) the prime commercial lending rate announced by the Bridge Administrative Agent as its “prime rate”, (ii) the Federal Funds Effective Rate plus 1/2 of 1.0% and (iii) the one-month Adjusted LIBOR (as defined below) rate plus 1.0% per annum.

		“*Adjusted LIBOR” is the greater of (i) 0.0% per annum and (ii) the London interbank offered rate for eurodollar deposits for a period equal to the applicable Interest Period appearing on the Reuters Screen LIBOR01 Page or such other screen as may be determined prior to the Closing Date (or otherwise on the Reuters screen), adjusted for statutory reserve requirements for eurocurrency liabilities; provided* that the Bridge Facilities Documentation shall contain customary LIBOR successor language based upon the Bridge Administrative Agent’s ARRC “hardwire” approach.

Duration Fees:		The Borrower will pay a fee (the “*Duration Fee*”), for the ratable benefit of the Bridge Lenders holding Bridge Loans, in an amount equal to (i) 0.50% of the aggregate principal amount of the loans and commitments under the Bridge Facilities outstanding (if any) on the date which is 90 days after the Closing Date, due and payable in cash on such day (or if such day is not a business day, the next business day), (ii) 0.75% of the aggregate principal amount of the loans and commitments under the Bridge Facilities outstanding (if any) on the date which is 180 days after the Closing Date, due and payable in cash on such day (or if such day is not a business day, the next business day) and (iii) 1.00% of the aggregate principal amount of the loans and commitments under the Bridge Facilities outstanding (if any) on the date which is 270 days after the Closing Date, due and payable in cash on such day (or if such day is not a business day, the next business day).


Funding Fees:		The Borrower will pay (or cause to be paid), in the event that, and to the extent, (A) the Term Bridge Facility is drawn on the Closing Date, to the Administrative Agent, for the ratable benefit of each Lender (or its designated affiliate), a funding fee (the “*Term* *Bridge* *Funding* *Fee*”) in an amount equal to up to 0.50% of the principal amount of the Bridge Loans drawn on the Closing Date, payable on the Closing Date and

		(B) the Revolving Bridge Facility is drawn, to the Administrative Agent, for the ratable benefit of each Lender (or its designated affiliate), a funding fee (the “*Revolving Bridge Funding Fee” and, together with the Term Bridge Funding Fee, the “Funding Fees*”) in an amount equal to 0.50% of the principal amount of the Revolving Bridge Loans drawn, payable on the date of each drawing (but without duplication of such loans previously borrowed and repaid) until up to the full $3.5 billion Revolving Facility is drawn.

Default Rate:		During the continuance of a payment or bankruptcy event of default, overdue principal, interest, fees and other amounts shall bear interest at the applicable interest rate plus 2.00% per annum.

Mandatory Commitment Reduction and Prepayment:		The aggregate commitments in respect of the Bridge Revolving Facility under the Bridge Facilities Documentation (if and as applicable) shall be permanently reduced, without penalty or premium, in each case, dollar-for dollar, by

		(a) 100% of the commitments in respect of any revolving Indebtedness (including the Revolving Facility) received by Parent or any of Parent’s subsidiaries after the Signing Date (but only to the extent the conditions to release or the initial funding thereof are no more restrictive to the Parent than the conditions to availability of the Bridge Revolving Facility) other than Excluded Debt (as defined below) constituting revolving Indebtedness and

		(b) to the extent the commitments and loans in respect of the Term Bridge Facility have been terminated and repaid, any commitments or Net Proceeds described in clauses (a) – (c) below to the extent they would have reduced the Term Bridge Facility (and in the case of clause (d) below, but only to the extent the conditions to release or the initial funding thereof are no more restrictive to the Parent than the conditions to availability of the Bridge Revolving Facility).


		On or prior to the Closing Date, the aggregate commitments in respect of the Term Bridge Facility under the Bridge Facilities Documentation (if and as applicable) shall be permanently reduced and after the Closing Date, the loans under the Term Bridge Facility shall be prepaid, without penalty or premium, in each case, dollar-for dollar, by the following amounts (in each case, subject to exceptions to be mutually agreed and consistent with the Bridge Facilities Documentation Considerations, and in the cases of clauses (a) and (c) below, to be applied as between the Term Loan A Bridge Facility and/or the Capital Markets Bridge Facility in the manner directed by the Parent:

		(a) 100% of the amount of any Net Proceeds (as defined below) received by Parent or any of its subsidiaries from all non-ordinary course asset sales or other dispositions of property by Parent and its subsidiaries (including proceeds from the sale of stock of any subsidiary of Parent and insurance and condemnation proceeds), in each case in excess of $250 million in the aggregate for all such non-ordinary course asset sales or dispositions and subject to, the right to reinvest such proceeds in the aggregate if such proceeds are reinvested (or committed to be reinvested) within 180 days of the receipt of such Net Proceeds and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days after such 180-day period, and other exceptions to be set forth in the Bridge Facilities Documentation;

		(b) (i) 100% of the committed amount of non-revolving Indebtedness and (ii) without duplication, 100% of Net Proceeds received by Parent or any of Parent’s subsidiaries after the Signing Date from any sale or issuance of debt securities or any incurrence of debt for borrowed money (in the case of each of clause (i) and (ii) including into escrow or in the case of commitments but only to the extent the conditions to release or the initial funding thereof are no more restrictive to the Parent than the conditions to availability of the Term Bridge Facility) (collectively, “*Debt Issuances”), other than (i) Excluded Debt and (ii) additional Debt Issuances in an amount to be agreed; provided*,

		(x) indebtedness in the form of term loans (and commitments in respect thereof) (including the Term Facility) shall be applied to reduce the Term Loan A Bridge Facility prior to reducing the Capital Markets Bridge Facility,


		(y) indebtedness in the form of notes (including the Senior Notes) shall be applied to reduce the Capital Markets Bridge Facility before reducing the Term Loan A Bridge Facility and (z) other indebtedness shall be applied pro rata to reduce the Term Bridge Facility;

		(c) 100% of the Net Proceeds received by Parent or any of their respective subsidiaries after the Signing Date from any issuance of equity securities or equity-linked securities (including into escrow but only to the extent the conditions to release thereof are no more restrictive to the Parent than the conditions to availability of the Term Bridge Facility) (collectively, the “*Equity Issuances*”) (other than pursuant to any employee equity compensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement or any nonemployee director equity compensation plan or agreement or other non-employee director equity compensation arrangement or pursuant to the exercise or vesting of any employee or director stock options, restricted stock or restricted stock units, warrants or other equity awards or pursuant to dividend reinvestment programs) and

		(d) to the extent commitments in respect of the Bridge Revolving Facility have been terminated, 100% of the commitments in respect of any revolving Indebtedness (including the Revolving Facility) received by Parent or any of Parent’s subsidiaries after the Signing Date other than Excluded Debt (but only to the extent the conditions to release or the initial funding thereof are no more restrictive to the Parent than the conditions to availability of the Bridge Revolving Facility).

		For purposes hereof, “*Net Proceeds*” means, with respect to any event, an amount equal to (a) the proceeds received in respect of such event in cash or cash equivalents, including

		(i) in respect of any non-cash proceeds, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when received,


		(ii) in the case of a casualty, insurance proceeds that are actually received and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received, minus

		(b) the sum of (i) all fees and out-of-pocket expenses paid by Parent and its subsidiaries in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees),

		(ii) in the case of a disposition of an asset, (A) any funded escrow established pursuant to the documents evidencing any disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition; *provided* that the amount of any subsequent reduction of such escrow (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds occurring on the date of such reduction solely to the extent that Parent and/or any of its subsidiaries receives cash in an amount equal to the amount of such reduction,

		(B) the amount of all payments as a result of such event to repay indebtedness secured by such asset or otherwise subject to mandatory prepayment as a result of such event (other than the Bridge Facilities),


		(C) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (C)) attributable to minority interests and not available for distribution to or for the account of Parent and its subsidiaries as a result thereof and (D) the amount of any liabilities directly associated with such asset and retained by Parent or any of its subsidiaries,

		(iii) the amount of all taxes paid (or reasonably estimated to be payable, including any withholding taxes estimated to be payable in connection with the repatriation of such Net Proceeds), and (iv) the amount of any reserves established by Parent and its subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are associated with such event, *provided* that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by Parent at such time of Net Proceeds in the amount of such reduction.

		For purposes hereof, “*Excluded Debt*” means (i) borrowings under the Bridge Facilities, (ii) borrowings for working capital purposes (including under existing trade receivables securitization facilities and other existing trade receivables financings or supply chain financings) or existing purchase money or equipment financing or other existing capex financing or other similar obligations, (iii) factoring arrangements, (iv) capital lease or finance leases, (v) indebtedness, loans, and advances among Parent and/or its subsidiaries, (vi) any indebtedness incurred to refinance any indebtedness that has become due or has matured in accordance with its terms or scheduled to become due or mature prior to December 31, 2022 (including, without limitation, the Existing Credit Agreement), (vii) indebtedness of any foreign subsidiary of Parent, (viii) any indebtedness issued by Parent or a Borrower in exchange for indebtedness outstanding at a subsidiary of Parent, (ix) any indebtedness of the Acquired Company and its subsidiaries not prohibited from being incurred or remaining outstanding under the Merger Agreement prior to the Closing Date, (x) borrowings under the Existing Credit Agreement and (xi) ordinary course letter of credit facilities.


		Prepayments from Net Proceeds of asset sales or other dispositions by non-U.S. subsidiaries of Parent will not be required if (and to the extent) such prepayments (or the distribution of such Net Proceeds to the Borrower in connection with such prepayment) would result in material adverse tax consequences to Parent (as reasonably determined by Parent) or would be prohibited or restricted by applicable law, rule or regulation.

Optional Prepayment and Commitment Reduction:		The Bridge Loans and Bridge Revolving Loans may be prepaid, in whole or in part, at par plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of a Borrower at any time. Voluntary reductions of the unutilized portion of the Bridge Facilities will be permitted at any time, in minimum principal amounts to be agreed.

Documentation:		The definitive financing documentation for the Bridge Facilities (the “*Bridge Facilities Documentation”) shall be documented under a separate credit agreement and contain the terms set forth in this Exhibit B* and, to the extent any other terms are not expressly set forth in this Exhibit B, will

		(i) be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date, (ii) contain only those conditions, representations, events of default and covenants set forth or referred to in this Exhibit B and such other terms (but no other conditions) as Parent and the Sole Arranger shall reasonably agree, (iii) include LIBOR replacement provisions substantially consistent with recommendations provided by the Alternative Reference Rates Commission as set forth above, the definitive terms of which will be negotiated in good faith, and (iv) be based on and substantially consistent with a credit agreement for similarly rated investment grade borrower to be mutually agreed and subject to

		(a) modifications to reflect reasonable administrative, agency and operational requirements of the Bridge Administrative Agent,


		(b) modifications to reflect the terms of the Bridge Facilities set forth in this Exhibit B (taking account of the bridge nature thereof), (c) modifications to reflect industry and company specific baskets, carveouts and exceptions related to the Parent and its subsidiaries and the Acquired Company and its subsidiaries in light of their relevant financial metrics, operational and strategic requirements (in each case, after giving effect to the Transactions) and subject to exceptions that give effect to and/or permit the Transactions, (d) the financial definitions in the Bridge Facilities Documentation shall be no less favorable to the Borrower than the Existing Credit Agreement, and (e) such other changes as mutually agreed

		(collectively, the “*Bridge Facilities Documentation Considerations*”). The definition of Consolidated EBITDA shall be based on the definition of such in the Existing Credit Agreement and shall include certain specified add-backs and adjustments to be agreed.

Conditions to Borrowing on the Closing Date:		Subject to the Limited Conditionality Provisions, the availability of the initial borrowing under the Bridge Facilities on the Closing Date will be subject solely to (a) delivery of a customary borrowing notice; *provided* that such notice shall not include any representation or statement as to the absence (or existence) of any default of event of default (other than payment and bankruptcy event of default), (b) the accuracy of the Specified Representations and the Specified Merger Agreement Representations in all material respects (or if qualified by materiality, all respects), and (c) the conditions set forth in Exhibit C to the Commitment Letter.


Conditions to Borrowing after the Closing Date:		The availability of the extensions of credit under the Bridge Revolving Facility after the Closing Date will be subject solely to (a) delivery of a customary borrowing notice, (b) the accuracy of representations and warranties in all material respects and (c) absence of defaults.

Representations and Warranties:		The Bridge Facilities Documentation, after giving effect to the Bridge Facilities Documentation Considerations, but in any event will be limited to the following representations and warranties: (i) existence, qualification and power; compliance with laws; (ii) authorization; no contravention; (iii) governmental authorization; other consents; (iv) binding effect; (v) financial statements; no material adverse effect (as of the Closing Date); (vi) litigation (as of the Closing Date); (vii) taxes; (viii) ownership of properties; liens; (ix) insurance; (x) ERISA compliance; (xi) subsidiaries (as of the effective date); (xii) margin regulations; Investment Company Act; (xiii) disclosures (as of the Closing Date); (xiv) compliance with OFAC and FCPA; (xv) no conflicts with organization documents and material other indebtedness; (xvi) registered intellectual property as of the effective date; and (xvii) business locations and taxpayer identification numbers (as of the effective date).

Affirmative Covenants:		The Bridge Facilities Documentation, after giving effect to the Bridge Facilities Documentation Considerations, but in any event shall be limited to the following affirmative covenants: (i) financial statements which are customary for transactions of this type (and in any event not to be more restrictive than the Existing Credit Agreement and it being understood that SEC filings shall satisfy financial reporting obligations); (ii) certificates; other information; (iii) notices of defaults and certain other material events; (iv) payment of obligations; (v) preservation of existence; (vi) maintenance of properties; (vii) maintenance of insurance; (viii) compliance with applicable laws; (ix) books and records and related inspection rights limited to financial, corporate and operating data; and (x) use of proceeds (including not in violation of applicable anti-money laundering and sanctions laws).


Negative Covenants:		The Bridge Facilities Documentation, after giving effect to the Bridge Facilities Documentation Considerations, but in any event shall be limited to the following negative covenants: (i) liens, with a carveout for, among others, liens securing debt for borrowed money in an aggregate outstanding principal amount not to exceed, together with amounts utilized under the Non-Guarantor Debt Basket (as defined below), the greater of 10% of consolidated tangible assets and a commensurate dollar amount (measured as of the Closing Date) (the “General Lien Basket”), and other exceptions to be agreed, including with respect to

		(a) existing secured debt and other existing liens existing on the Closing Date, (b) permitted securitizations (when combined with securitizations existing on the Closing Date) in an amount not to exceed $1.5 billion in the aggregate and subject to other customary requirements, (c) liens on certain indebtedness of foreign subsidiaries (including obligations secured by the equity interests of a foreign subsidiary) not to exceed an amount to be agreed and subject to other customary requirements, (d) liens on assets of a person acquired in connection with an acquisition so long as not created in contemplation of such acquisition, (e) liens securing permitted capital leases and purchase money debt obligations, and

		(f) in each case, refinancings thereof subject to customary requirements, (ii) indebtedness of non-guarantor subsidiaries of the Borrower with a carveout for, among others, debt for borrowed money in an aggregate outstanding principal amount not to exceed, together with amounts utilized under the General Lien Basket, the greater of 12.5% of consolidated tangible assets and a commensurate dollar amount (measured as of the Closing Date) (the “Non-Guarantor Debt Basket”), and other exceptions to be agreed, including with respect to (a) existing debt existing on the Closing Date, (b) permitted securitizations (when combined with securitizations existing on the Closing Date) in an amount not to exceed $1.5 billion in the aggregate and subject to other customary requirements,


		(c) certain indebtedness of foreign subsidiaries (including obligations secured by the equity interests of a foreign subsidiary) not to exceed an amount to be agreed and subject to other customary requirements, (d) acquired debt in connection with an acquisition so long as not created in contemplation of such acquisition, (e) capital leases and purchase money debt not to exceed an amount to be agreed and subject to other customary requirements, and (f) in each case, refinancings thereof subject to customary requirements;

		(iii) mergers and other fundamental changes (including sale of subsntatially all assets), customary for transactions of this type; (iv) transactions with affiliates, customary for transactions of this type; and (v) nature of business, customary for transactions of this type.

Financial Maintenance Covenants:		The Bridge Facilities Documentation, after giving effect to the Bridge Facilities Documentation Considerations, but in any event shall be limited to the following financial covenants: A minimum ratio of Consolidated EBITDA to Consolidated Interest Charges (in each case, as defined in the Existing Credit Agreement (subject to the “Documentation” section above)) of 3.50 to 1.00, tested on the last day of each fiscal quarter, commencing with the first full fiscal quarter after the Closing Date; and A maximum Consolidated Funded Indebtedness (as defined the Existing Credit Agreement, except not including undrawn letters of credit and bank guarantees) to Consolidated EBITDA of 4.25 to 1.00, tested on the last day of each fiscal quarter, commencing with the first full fiscal quarter after the Closing Date.