E.W. SCRIPPS Co 8-K, filed Mar 11, 2025

E.W. SCRIPPS Co (SSP)

8-K 2025-03-11 For: 2025-03-10

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Added on April 10, 2026

About this 8-K

E.W. SCRIPPS Co filed this 8-K on March 11, 2025, reporting on events of March 10, 2025.

Items reported

Item 1.01: Entered into a material agreement
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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312 Walnut Street
Cincinnati,	Ohio	45202
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	SSP	NASDAQ Global Select Market


Item No.		Page

1.01	Entry Into a Material Definitive Agreement	3

7.01	Regulation FD Disclosure	5

9.01	Financial Statements and Exhibits	6


Exhibit Number						Description of Item

10.1						Transaction Support Agreement, dated as of March 10, 2025, among the Scripps Parties and Consenting Holders.

99.1						Press Release, dated as of March 11, 2025.

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


THE E.W. SCRIPPS COMPANY

BY:						/s/ Daniel W. Perschke
						Daniel W. Perschke
						Senior Vice President, Controller
						(Principal Accounting Officer)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			THE E.W. SCRIPPS COMPANY

			By: /s/ Jason Combs
			Name:			Jason Combs
			Title:			Chief Financial Officer


Offeror and Borrower			The E.W. Scripps Company (the “Company” or the “Borrower”)
Backstop Funding Amount			The amount of New Tranche B-2 Term Loans to be funded by the Backstop Parties (whether in cash or via cashless exchange of Existing Tranche B-2 Loans as described herein), which shall equal the outstanding balance of Existing Tranche B-2 Term Loans that are not actually (a) paid in cash pursuant to clause 6 of the row titled Transaction below, (b) exchanged on a cashless basis for New Tranche B-2 Term Loans by Participating Tranche B-2 Term Loan Lenders pursuant to the commitments made in Section 5(g) of the Transaction Support Agreement or (c) funded by the Funding B-3 Term Loan Lenders that are not Backstop Parties and that agree to fund their pro rata share of the Tranche B-2 Shortfall Amount (the “Backstop Funding Amount”).
Existing Credit Agreement			Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of April 28, 2017, by and among the Company, Wells Fargo Bank, National Association, as administrative agent and collateral agent (in such capacity, the “Existing Collateral Agent”) and the other parties thereto from time to time (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).
Existing Intercreditor Agreement			Reference is made to that certain Closing Date Intercreditor Agreement, dated as of January 7, 2021, among the Company, Wells Fargo, as Credit Agreement Administrative Agent, U.S. Bank National Association, as Initial Additional First Lien Collateral Agent, and the other parties thereto from time to time (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Intercreditor Agreement”)
Existing Term Loans			The Tranche B-2 Term Loans (the “Existing Tranche B-2 Term Loans”) and Tranche B-3 Term Loans (the “Existing Tranche B-3 Term Loans,” and, together with the Existing Tranche B-2 Term Loans, the “Existing Term Loans”) incurred under the Existing Credit Agreement.


Existing Revolving Credit Facility			The revolving credit facility under the Existing Credit Agreement (the “Existing Revolving Credit Facility”; any loans incurred under such facility outstanding as of the date hereof, the “Existing Revolving Loans” and, the lenders with respect to the Existing Revolving Credit Facility, the “Existing Revolving Lenders”).
New Credit Agreement			A new first lien credit agreement (the “New Credit Agreement”), which shall include the New Term Loans on the terms set forth in the New Term Loan Term Sheet attached as Exhibit B to the TSA (the “New Term Loan Term Sheet”), the New Revolving Credit Facility on terms set forth in the RCF Commitment Letter and, if applicable, the Non-Extended Revolving Credit Facility on the terms set forth herein.
Amended Credit Agreement			The Existing Credit Agreement as amended (the “Amended Credit Agreement”) by an amendment on the terms set forth in the Summary of Consent Solicitations – Existing Credit Agreement attached as Exhibit C to the TSA (the “Summary of Consent Solicitations”).
Backstop Parties			The Consenting Holders that are party to the Commitment and Participation Letter that have committed to fund the Backstop Funding Amount by acquiring the New Money Tranche B-2 Term Loans from Barclays Bank PLC in its capacity as the fronting lender (the “Funding Commitment Party”) (such parties, the “Backstop Parties”).
Funding Tranche B-3 Term Loan Lenders			Lenders (such Lenders, the “Funding B-3 Term Loan Lenders”) that hold Existing Tranche B-3 Term Loans that agree to fund their pro rata share of the New Tranche B-2 Term Loans in the aggregate amount required to repay in full in cash the Existing Tranche B-2 Term Loans not extended by lenders and holders of Existing Tranche B-2 Term Loans (such amount, the “Tranche B-2 Shortfall Amount”).
New Tranche B-2 Term Loans			New first lien tranche B-2 term loans with a latest maturity date of June 30, 2028 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-2 Term Loans”).
New Tranche B-3 Term Loans			New first lien tranche B-3 term loans with a latest maturity date of November 30, 2029 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-3 Term Loans” and, together with the New Tranche B-2 Term Loans, the “New Term Loans”).
Steerco			That certain steering committee identified by counsel to the Ad Hoc Group to counsel to the Company on the date hereof (the “Steerco,” and each of its members, a “Steerco Member”).
A/R Securitization Facility			A new Accounts Receivable Securitization Facility (the “A/R Securitization Facility”) incurred by a special purpose subsidiary of the Company (the “Securitization Vehicle”) with commitments of up to $450,000,000 to be provided in accordance with the Securitization Commitment Letters. The Securitization Vehicle will be a “Securitization Subsidiary” under the New Credit Agreement, the Amended Credit Agreement and each other debt facility of the Company.
New Revolving Credit Facility			A new revolving credit facility in an initial amount up to $208,000,000 (the “New Revolving Credit Facility” and any commitments thereunder, the “New Revolving Credit Commitments”; any such loans incurred pursuant to the New Revolving Credit Facility, the “New Revolving Credit Loans” and, the lenders with respect to the New Revolving Credit Facility, the “New Revolving Lenders”) incurred under the New Credit Agreement on the terms set forth in the RCF Commitment Letter.


Existing Consenting Revolving Credit Facility			The revolving credit facility, which shall have the same pricing, maturity and financial covenant as the Existing Revolving Facility, but shall benefit from all the other affirmative and negative covenants (other than the financial covenant) in the New Credit Agreement on the same basis as the New Revolving Lenders, and shall be provided by the Existing Revolving Lenders that do not provide commitments under the New Revolving Credit Facility but sign the New Credit Agreement in their capacity as a Non-Extending Revolving Lender (as defined below) (the “Non-Extended Revolving Credit Facility” and any commitments thereunder, the “Non-Extended Revolving Credit Commitments”; any such loans incurred pursuant to the Existing Consenting Revolving Credit Facility, the “Non-Extended Revolving Credit Loans” and, the lenders with respect to the Existing Consenting Credit Facility, the “Non-Extending Revolving Lenders”). Each Non-Extending Revolving Lender shall provide commitments in an amount equal to such Non-Extending Revolving Lender’s commitments under the Existing Revolving Facility. The New Credit Agreement will provide that the Non-Extended Revolving Credit Facility is drawn first prior to any drawings under the New Revolving Credit Facility.
Credit Agreement Exchange Offer & Amendment			The Company will conduct an offer (the “Credit Agreement Exchange Offer & Amendment) to: •Amend the Existing Credit Agreement as set forth in the Summary of Consent Solicitations; •Other than $385 million in Existing Tranche B-2 Term Loans (which are to be repaid in cash with proceeds of the A/R Securitization Facility and/or cash on hand and/or proceeds of the New Revolving Credit Facility), exchange all Existing Tranche B-2 Term Loans for New Tranche B-2 Term Loans (lenders and holders of Existing Tranche B-2 Term Loans electing to participate in such exchange, the “Participating Tranche B-2 Term Loan Lenders”); •With respect to each holder of Existing Tranche B-3 Term Loans, provide such holder the opportunity to fund its pro rata share of the Tranche B-2 Shortfall Amount, provided that members of the Ad Hoc Group that have not elected to become Backstop Parties shall not have the opportunity to participate in such offer; and •Exchange (i) (A) $200 million of Existing Tranche B-3 Term Loans held by Funding B-3 Term Loan Lenders and Backstop Parties for (B) an equal amount of New Tranche B-2 Term Loans, allocated based on such lenders’ percentage of the Tranche B-2 Shortfall Amount to be funded (including by means of assignment from the Funding Commitment Party or cashless exchange of Existing Tranche B-2 Term Loans as provided herein) by such Funding B-3 Term Loan Lender and/or Backstop Party and (ii) all of the remaining Existing Tranche B-3 Term Loans for New Tranche B-3 Term Loans (the lenders and holders described in clause (i) and (ii) above, the “Participating Tranche B-3 Term Loan Lenders”). Each such transaction described above shall be upon the terms and subject to the conditions set forth in the TSA and related exhibits and in the Definitive Documentation.


Transactions			Subject to the terms and conditions of the TSA, the Company will consummate the following transactions in the order set forth below (the “Transactions”): 1.The Existing Credit Agreement will be amended as set forth in the Summary of Consent Solicitations to, inter alia, remove certain affirmative covenants, negative covenants and events of default. 2.Certain of the Company’s subsidiaries (such subsidiaries, the “A/R Originators”) will enter into a sale and contribution agreement with the Securitization Vehicle pursuant to which, among other things, the A/R Originators will sell (and, in the case of the parent entity of the Securitization Vehicle, contribute) receivables that will serve as collateral for the A/R Securitization Facility to the Securitization Vehicle and the Securitization Vehicle will use the proceeds of the A/R Securitization Facility to pay the purchase price for such sold receivables (the “A/R Purchase Price”). 3.The A/R Originators will transfer the proceeds of the A/R Purchase Price to the Borrower. 4.The Borrower and the Participating Tranche B-2 Term Loan Lenders, the Participating Tranche B-3 Term Loan Lenders, the New Revolving Lenders and Non-Extending Revolving Lenders will enter into the New Credit Agreement.


			5. Concurrently with the repayment of Existing Tranche B-2 Term Loans in clause 6, the Borrower will incur $336,213,312.50 of New Tranche B-2 Term Loans to refinance Existing Tranche B-2 Term Loans as follows: •The Funding Commitment Party and Funding B-3 Term Loan Lenders that are not party to the Commitment and Participation Letter (the “Non-Backstop Funding B-3 Lenders”) (or a fronting lender on behalf of such Funding B-3 Term Loan Lenders) will fund in cash New Tranche B-2 Term Loans in an amount equal to the outstanding balance of Existing Tranche B-2 Term Loans that are not being (a) paid in cash pursuant to clause 6, (b) exchanged on a cashless basis for New Tranche B-2 Term Loans by Participating Tranche B-2 Term Loan Lenders pursuant to the commitments made in Section 5(g) of the Transaction Support Agreement and (c) exchanged on a cashless basis by Backstop Parties into New Tranche B-2 Term Loans to satisfy their allocated portion of the Backstop Funding Amount as set forth in the final sentence of this paragraph; provided that any amount not funded by the Non-Backstop Funding B-3 Term Loan Lenders shall be initially funded by the Funding Commitment Party and ultimately funded by the Backstop Parties as part of the Backstop Funding Amount. The Borrower will use the cash proceeds of such New Tranche B-2 Term Loans to repay in cash the Existing Tranche B-2 Term Loans not being exchanged by lenders and holders of Existing Tranche B-2 Term Loans. Each Funding B-3 Term Loan Lender that is not a Backstop Party will be allocated its pro rata share (based on the share of all Existing Tranche B-3 Term Loans) of the Tranche B-2 Shortfall Amount. Prior to the Closing Date, the advisors to the Ad Hoc Group will allocate the Backstop Funding Amount among the Backstop Parties. Any Backstop Party that holds Existing Tranche B-2 Term Loans that such Backstop Party has not committed to extend pursuant Section 5(g) of the Transaction Support Agreement may elect to satisfy some or all of its allocated portion of the Backstop Funding Amount by exchanging Existing Tranche B-2 Term Loans for New Tranche B-2 Term Loans on a cashless basis. •The Borrower will exchange on a cashless basis the Existing Tranche B-2 Loans (a) that Participating Tranche B-2 Term Loan Lenders have committed to exchange for New Tranche B-2 Term Loans via cashless settlement pursuant to Section 5(g) of the Transaction Support Agreement; and (b) that Backstop Parties elect to exchange for New Tranche B-2 Term Loans to satisfy their allocated portion of the Backstop Funding Amount.
			6. Concurrently with clause 5, the Borrower will use $385 million of the A/R Purchase Price and/or cash on hand and/or proceeds of the New Revolving Credit Facility to repay in cash Existing Tranche B-2 Term Loans that are not being exchanged for New Tranche B-2 Term Loans. 7. The Borrower will pay (a) to all holders of New Tranche B-2 Term Loans, their pro rata share of the Commitment Premium; and (b) in cash to members of the Steerco (i) 0.10% of the amount of Existing Tranche B-3 Term Loans of such Steerco Member as of the Effective Date of the Transaction Support Agreement; (ii) 0.10% of the amount of Existing Tranche B-2 Term Loans held by such Steerco member as of the Effective Date of the Transaction Support Agreement that are exchanged by such Steerco Member for New Tranche B-2 Term Loans; and (iii) 0.10% of the New Money Tranche B-2 Term Loans to be assigned to such Steerco Member by the Funding Commitment Party pursuant to the Backstop Commitment Letter as in effect on the Effective Date of the Transaction Support Agreement.


			8. Concurrently with the refinancing of Existing Tranche B-2 Term Loans described in clause 6, the Borrower will incur (i) additional New Tranche B-2 Term Loans to refinance $200 million of the Existing Tranche B-3 Term Loans held by Funding B-3 Term Loan Lenders via cashless settlement (the “New Money Tranche B-2 Term Loans”); and (ii) an amount of New Tranche B-3 Term Loans equal to the remaining outstanding balance of Existing Tranche B-3 Term Loans held by Participating Tranche B-3 Term Loan Lenders and refinance such Existing Tranche B-3 Term Loans with New Tranche B-3 Term Loans via cashless settlement. 9. Concurrently with the refinancing of Existing Term Loans described in clauses 6 and 7, (i) the commitments of the New Revolving Lenders under the Existing Revolving Credit Facility will be cancelled and any Existing Revolving Loans and Existing Revolving Commitments provided by New Revolving Lenders will be refinanced with New Revolving Credit Loans and New Revolving Commitments and (ii) the commitments of the Non-Extending Revolving Lenders under the Existing Revolving Credit Facility will be cancelled and any Existing Revolving Loans and Existing Revolving Commitments provided by Non-Extending Revolving Lenders will be refinanced under the Non-Extended Revolving Credit Facility; provided that, for the avoidance of doubt, the commitments of the New Revolving Lenders under the Existing Revolving Credit Facility in excess of the New Revolving Commitments of any New Revolving Lender shall be canceled.
			10. Concurrently with their entering into the New Credit Agreement, (i) the Borrower will designate the New Credit Agreement as the “Credit Agreement” under the Existing Intercreditor Agreement, pursuant to the definition of “Credit Agreement” in the Existing Intercreditor Agreement, (ii) the Borrower will designate the Amended Credit Agreement as “Additional First Lien Obligations” under the Existing Intercreditor Agreement, pursuant to Article IX of the Existing Intercreditor Agreement and (iii) the Participating Tranche B-2 Term Loan Lenders, the Participating Tranche B-3 Term Loan Lenders, the New Revolving Lenders and the Non-Extending Revolving Lenders will instruct the New Credit Agreement Agent to sign a joinder to the Existing Intercreditor Agreement as an “Additional Collateral Agent” thereunder. To the extent the parties agree that it is required to implement the Transactions, the parties will enter into an amendment to the Existing Intercreditor Agreement.
Tax Treatment			Subject to the terms and conditions of the TSA, the Consenting Holders and the Company Group will cooperate in good faith to structure the Transactions in a mutually acceptable tax efficient manner, including with respect to income tax and withholding tax consequences of the Transactions to the Consenting Holders and the Company, as determined in good faith by the Required Consenting Holders and the Company Group.


	Reference	Existing Scripps Credit Agreement	New Credit Agreement
Indebtedness
1.	“Indebtedness” (§1.1)	Various	Indebtedness deemed to also include outstanding amounts under any receivables, factoring or similar facilities or securitizations whether or not the same would constitute indebtedness or a liability on the balance sheet of such Person according to GAAP.
2.	Incremental Debt (§2.24(c)) Ratio Debt (§7.1(k))	Freebie basket: $360 million Ratio basket: (i) Pari passu indebtedness permitted provided that First Lien Net Leverage Ratio is less than or equal to 4.00 to 1.00 on a pro forma basis (ii) Junior secured indebtedness permitted provided that Senior Secured Net Leverage Ratio is less than or equal to 5.50 to 1.00 (iii) Unsecured Indebtedness permitted provided that Total Net Leverage Ratio is less than or equal to 6.00 to 1.00	Freebie basket: $50 million, subject to the following additional conditions: •Cannot be used to repay Junior Debt •Proceeds must be new money Debt incurred pursuant to freebie basket or the ratio basket all subject to the following additional conditions: •must be pari or junior in right of payment (and not senior). •terms and conditions (including obligors, collateral, affirmative and negative covenants and events of default but excluding interest margin and other economic terms) must not be more favorable to the lenders providing such debt than those applicable to the B2 and B3 Term Loans. •no earlier maturity date and no shorter WAL; junior debt must not have any amortization prior to the latest maturity date with respect to all Term Loans.


			•cannot be provided by Affiliates. •pari passu secured debt (in any form) subject to pricing MFN, including with respect to call protection. •must be subject to an agreed first lien intercreditor agreement. •shall not be guaranteed by any non-Loan Party. •shall not be secured by non-Collateral assets. •shall not be incurred with the purpose to influence voting or effectuate an exit consent. •voluntary or mandatory prepayment of pari secured debt must be pro rata or less than pro rata with the Term Loans in the case of pari passu secured debt. Junior debt shall not require mandatory prepayments prior to the payment in full of the obligations in respect of the Term Loans in cash. •No Event of Default or Default. Ratio basket: (i) Pari passu indebtedness permitted provided that First Lien Gross Leverage Ratio is less than or equal to 2.00 to 1.00 on a pro forma basis (ii) Junior secured indebtedness permitted provided that Senior Secured Net Leverage Ratio is less than or equal to 4.50 to 1.00 (iii) Unsecured Indebtedness permitted provided that Total Net Leverage Ratio is less than or equal to 5.00 to 1.00 Revolver Class Vote to amend or waive. 2
3.	Capital Lease (§7.1(c))	Greater of $55 million or 15% of Consolidated EBITDA	$55 million •existing $30 million cap leases with respect to the Denver facility to be grandfathered in pursuant to a schedule. •cannot be made in bulk as part of a committed facility, and must be for bona fide business purposes.3


4.	Intercompany Indebtedness (§7.1(d))	Unlimited among restricted group as long as permitted by the corresponding investment covenants. Indebtedness provided by Loan Party to non-Loan Party shall be subordinated in a manner reasonably acceptable to the Administrative Agent.	All debt of non-Loan Party to Loan Party shall be deemed an Investment and utilize capacity under §7.4(k). All intercompany Indebtedness owing from a Loan Party to a non-Loan Party must be subordinated in right of payment and unsecured. In addition, no Indebtedness incurred by any Subsidiary that is not a Loan Party, the proceeds of which are or are contemplated to be lent by such Subsidiary to any Loan Party may be Guaranteed by any Loan Party nor shall any Loan Party provide any other credit support in respect of such Indebtedness (the “Double-Dip Protection”). For the avoidance of doubt, Double-Dip Protection is to apply to all intercompany Indebtedness owing from the Borrower or a Loan Party to a non-Loan Party regardless of whether or not incurred under §7.1(d). Revolver Class Vote to amend or waive Double-Dip Protection (including those provisions covered by the prior sentence). Subordination of intercompany debt will be pursuant to terms of an intercompany subordination agreement satisfactory to the AHG.
5.	Non-Loan Party Cap (Permitted Acquisition Debt (§7.1(f)) / Ratio Debt (§7.1(k))	Sub-cap on non-loan party of the greater of $55 million and 15% of Consolidated EBITDA (shared with non-loan party debt basket).	Eliminate Non-Loan Party ratio/acquisition debt concept. Revolver Class Vote required to restore any NLP capacity.


6.	Incurred / Assumed Acquisition Debt (§7.1(f))	Uncapped Indebtedness incurred or assumed in connection with a Permitted Acquisition, as long as: •if pari passu, subject to pro forma First Lien Net Leverage Ratio at 4.0x, and MFN Protection if incurred in contemplation of the transaction, subject to First Lien Intercreditor Agreement; •if junior, subject to pro forma Senior Secured Net Leverage Ratio at 5.5x, subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; •if unsecured, subject to pro forma Total Net Leverage Ratio at 6.0x; •if incurred by a non-Loan Party, subject to Non-Loan Party Cap. In each case, subject to: •no Event of Default; •no shorter Weighted Average Life to Maturity; •do not mature prior to the date that occurs 91 days following the Latest Maturity Date of any class of Term Loans; •no more restrictive or onerous terms; •delivery of a Responsible Officer’s certificate 5 Business Days ahead of incurrence of such indebtedness; •other than the Indebtedness incurred by non-Loan Party, shall not be guaranteed by any person other than the Guarantor; •shall not be secured by non-Collateral.	Uncapped Indebtedness incurred in connection with a Permitted Acquisition subject to the same ratios as Ratio Debt and such acquisition being for a bona fide business purpose. Incurred Indebtedness to be subject to restrictions set forth under “Incremental Debt” including the MFN Protections. Assumed Indebtedness capped at $55 million and must be non-recourse to the Collateral and not incurred in contemplated of the transaction but is not subject to restrictions set forth under “Incremental Debt” or the MFN Protections. Revolver Class Vote to amend or waive.
7.	Intercompany Guarantees (§7.1(g))	Guarantees by Loan Party of non-Loan Party Indebtedness shall be subject to the corresponding investment covenants.	All intercompany guarantees shall be deemed to be an Investment and utilize capacity under §7.4(k). Revolver Class Vote to amend or waive


Borrower			The E.W. Scripps Company, an Ohio corporation (the “Borrower”).
New Term Loan Lenders			New Tranche B-2 Term Loan Lenders and New Tranche B-3 Term Loan Lenders (each, as defined below) (collectively, the “New Term Loan Lenders”).
Administrative Agent			JPMorgan Chase Bank, N.A. (“JPMorgan” and, in such capacity, the “Administrative Agent”).
Documentation Principles			The definitive documentation for the New Tranche B-2 Term Loan Facility and the New Tranche B-3 Term Loan Facility (each as defined below) will (a) be initially prepared by counsel to the Borrower, (b) include the New Revolving Credit Facility and the Non-Extended Revolving Credit Facility and (c) shall be based upon the Existing Credit Agreement and the related associated documents with modifications solely to reflect the terms set forth herein, including the changes set forth on Annex II (the “Agreed Modifications”).
New Term Loan Facilities			In connection with the Credit Agreement Exchange Offer & Amendment, the Borrower will establish: (i) a new tranche B-2 term loan facility under the New Credit Agreement (the “New Tranche B-2 Term Loan Facility”; the loans hereunder, the “New Tranche B-2 Term Loans”) in an aggregate principal amount not to exceed $547,156,441.32, which shall be provided by the Participating New Tranche B-2 Term Loan Lenders and the Funding B-3 Term Loan Lenders (collectively, the “New Tranche B-2 Term Loan Lenders”) on the terms set forth in Exhibit A to the Transaction Support Agreement; and (ii) a new tranche B-3 term loan facility under the New Credit Agreement (the “New Tranche B-3 Term Loan Facility” and, together with the New Tranche B-2 Term Loan Facility, the “New Term Loan Facilities” and each, a “New Term Loan Facility”; the loans hereunder, the “New Tranche B-3 Term Loans” and together with the New Tranche B-2 Term Loans, the “New Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Existing Tranche B-3 Term Loans that are exchanged by Participating Tranche B-3 Term Loan Lenders (or repaid through cashless roll) (the “New Tranche B-3 Term Loan Lenders”) into New Tranche B-3 Term Loans.


Use of Proceeds			New Tranche B-2 Term Loan Facility. The proceeds of the New Tranche B-2 Term Loan Facility will be used, together with $385,000,000 from (i) certain borrowings under the A/R Securitization Facility, (ii) cash on hand at the Borrower and (iii) the proceeds of the New Revolving Credit Facility, to: a)repay (including, as applicable, via exchange or cashless roll) all Existing Tranche B-2 Term Loans outstanding under the Existing Credit Agreement, together with accrued and unpaid interest on the Closing Date; b)repay (including, as applicable, via exchange or cashless roll) Existing Tranche B-3 Term Loans in an aggregate principal amount of $200,000,000 outstanding under the Existing Credit Agreement, together with accrued and unpaid interest on the Closing Date; and c)pay fees and expenses in connection therewith. New Tranche B-3 Term Loan Facility. The New Tranche B-3 Term Loan Facility will be issued in exchange for all of the Existing Tranche B-3 Term Loans held by Participating Tranche B-3 Term Loan Lenders outstanding under the Existing Credit Agreement (other than the Existing Tranche B-3 Term Loans of Funding B-3 Term Loan Lenders that are exchanged for New Tranche B-2 Term Loans as set forth in Exhibit A), and the Borrower shall pay, in cash, accrued and unpaid interest on the Existing Tranche B-3 Term Loans so exchanged out of cash on hand on the Closing Date. For the avoidance of doubt, after giving effect to the New Term Loan Facilities, there shall be no Existing Tranche B-2 Term Loans outstanding under the Amended Credit Agreement.
Closing Date			The date on which the New Credit Agreement providing for the New Term Loan Facilities, New Revolving Credit Facility and, if applicable, the Non-Extending Revolving Credit Facility becomes effective is referred to herein as the “Closing Date.”
Availability			New Tranche B-2 Term Loan Facility. The New Tranche B-2 Term Loan Facility shall be available in a single drawing on the Closing Date and may not be-reborrowed. New Tranche B-3 Term Loan Facility. The New Tranche B-3 Term Loan Facility shall be available in a single drawing on the Closing Date and may not be-reborrowed.
Incremental Facilities			Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Refinancing Facilities			Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Interest Rates, Premiums and Fees			As set forth on Annex I hereto.
Default Rate			With respect to overdue principal, the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest), the interest rate applicable to Base Rate loans (as defined in Annex I hereto) plus 2.00% per annum and in each case, shall be payable on demand.


Final Maturity			New Tranche B-2 Term Loan Facility. June 30, 2028; subject to a springing maturity date that is 91 days earlier than the stated final maturity with respect to the Borrower’s 5.875% senior notes due July 15, 2027 (the “2027 Unsecured Notes”), only to the extent that more than $50,000,000 in aggregate principal amount thereof (including any refinancing that matures less than 91 days after the then latest maturity date of the New Tranche B-2 Term Loan Facility) remains outstanding on the applicable reference date (the “New Tranche B-2 Maturity Date”). New Tranche B-3 Term Loan Facility. November 30, 2029; subject to a springing maturity date that is 91 days earlier than the stated final maturity with respect to the Borrower’s (i) 2027 Unsecured Notes and (ii) 3.875% senior secured notes due January 15, 2029 (the “2029 Secured Notes”), only to the extent that, in either case, more than $50,000,000 in aggregate principal amount of 2027 Unsecured Notes or 2029 Secured Notes, as applicable (including any refinancing that matures less than 91 days after the then latest maturity date of the New Tranche B-3 Term Loan Facility) remains outstanding on the applicable reference date (the “New Tranche B-3 Maturity Date”).
Amortization			New Tranche B-2 Term Loan Facility. The New Tranche B-2 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount of 1.00% of the original principal amount of the New Tranche B-2 Term Loan Facility, with the remainder due on the New Tranche B-2 Maturity Date. New Tranche B-3 Term Loan Facility. The New Tranche B-3 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount of 1.00% of the original principal amount of the New Tranche B-3 Term Loan Facility, with the remainder due on the New Tranche B-3 Maturity Date.
Guarantees			Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Security			Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications); provided that the Collateral shall exclude (i) equity interests in any Securitization Subsidiary and (ii) Receivables Assets and Securitization Assets sold or contributed to a Securitization Subsidiary in connection with any Qualified Securitization Financing or Receivables Facility, as the case may be; provided further that any accounts receivable or related assets that are not subject to any Qualified Securitization Financing or Receivables Facility shall remain “Collateral”.
			“Receivables Assets” shall mean (a) any accounts receivable generated in the ordinary course of business owed to the Borrower or a Subsidiary (as defined in the Existing Credit Agreement, subject to the Agreed Modifications) and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or pledged by the Borrower to a commercial bank or an affiliate thereof in connection with a Receivables Facility.


			“Receivables Facility” shall mean an arrangement between the Borrower or a Subsidiary and a commercial bank or an Affiliate thereof pursuant to which (a) the Borrower or such Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank (or such Affiliate) accounts receivable owing by customers, together with Receivables Assets related thereto, at a maximum discount, for each such account receivable, not to exceed 5.0% of the face value thereof, (b) the obligations of the Borrower or such Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations) to the Borrower and such Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings, and shall include any guaranty in respect of such arrangements. The aggregate amount of commitments outstanding at any one time under all Receivables Facilities and Securitization Facilities shall not exceed $450,000,000 in the aggregate and in no event shall any borrowing thereunder exceed the lesser of $450,000,000 and the borrowing base under such facility.
			“Securitization Assets” shall mean any accounts receivable generated in the ordinary course of business and related assets customary for inclusion in receivables/securitization transactions, in each case subject to a Securitization Facility.
			“Securitization Facility” shall mean any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Borrower or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) a person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells, or grants a security interest in, Securitization Assets to another Securitization Subsidiary or a person that is not a Restricted Subsidiary. The aggregate amount of commitments outstanding at any one time under all Receivables Facilities and Securitization Facilities shall not exceed $450,000,000 in the aggregate and in no event shall any borrowing thereunder exceed the lesser of $450,000,000 and the borrowing base under such facility.
			“Securitization Repurchase Obligation” shall mean any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
			“Securitization Subsidiary” shall mean any subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.
			“Standard Securitization Undertakings” shall mean representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower which the Borrower has determined in good faith to be customary in a securitization financing, including those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.
			“Qualified Securitization Financing” shall mean any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of directors or any authorized committee of such board of directors of the Borrower shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and its Restricted Subsidiaries, (ii) all sales of the Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Borrower) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secured indebtedness under the credit agreements prior to engaging any securitization financing shall not be deemed a Qualified Securitization Financing.
Mandatory Prepayments			Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).


Voluntary Prepayments	Substantially the same as under the Existing Credit Agreement; provided that the Borrower shall pay a “prepayment premium” in connection with any prepayment or repayment (including in connection with any refinancing, replacement, discharge, defeasance or similar transaction, or acceleration of the Term Loans on the exercise of remedies but, for the avoidance of doubt, excluding any mandatory prepayments) in an amount (expressed as a percentage of the outstanding principal amount of the New Tranche B-2 Term Loan Facility or New Tranche B-3 Term Loan Facility, as the case may be) as set forth opposite the relevant period from the Closing Date: (i) with respect to all or any portion of the New Tranche B-2 Term Loan Facility:
	Year	Prepayment Premium
	Year 1:	2.00%
	Year 2:	1.00%
	Thereafter:	No premium
	(ii) with respect to all or any portion of the New Tranche B-3 Term Loan Facility:
	Year	Prepayment Premium
	Year 1:	1.00%
	Thereafter:	No premium
Conditions Precedent to Effectiveness of the New Term Loan Facilities and Closing Date Borrowings	Subject only to the conditions in the TSA and the conditions set forth on Annex III.
Representations and Warranties	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Affirmative Covenants	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Negative Covenants	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Financial Covenant	For the avoidance of doubt, neither of the New Term Loan Facilities shall have the benefit of, or any rights with respect to, the Financial Covenant (as modified to reflect the Agreed Modifications).
Financial Definitions	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Events of Default	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Unrestricted Subsidiaries	None.
Voting	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Cost and Yield Protection	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Assignments and Participations	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Expenses and Indemnification	Substantially the same as under the Existing Credit Agreement (as modified to reflect the Agreed Modifications).
Governing Law and Forum	New York.
Counsel to Consenting Holders	Davis Polk & Wardell LLP.


Interest Rates			The interest rate for the New Tranche B-2 Term Loan Facility will be at the option of the Borrower, initially, Adjusted Term SOFR (as defined in the Existing Credit Agreement) plus 5.75% or Base Rate (as defined in the Existing Credit Agreement) plus 4.75%. The interest rate for the New Tranche B-3 Term Loan Facility will be at the option of the Borrower, initially, Adjusted Term SOFR plus 3.35% or Base Rate plus 2.35%.
			The Borrower may elect interest periods of 1, 3 or 6 months for Term SOFR (as defined in the Existing Credit Agreement) borrowings.
			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 Base Rate loans and interest shall be payable at the end of each interest period and, in any event, at least every three months. Adjusted Term SOFR floor shall be 1.00%. Base Rate floor shall be 2.00%
Commitment Premium			2.00% of the aggregate principal amount of the New Tranche B-2 Term Loans payable on a pro rata basis to all of the New Tranche B-2 Term Loan Lenders (the “Commitment Premium”).


8.	General Debt (§7.1(l))	Greater of $45 million or 12.5% of Consolidated EBITDA.	$45 million, subject to the following conditions: a.If incurred by a Loan Party, must be unsecured or if secured, secured by the Collateral and on a junior lien basis. b.Must be incurred for a bona fide business purpose and not for any other purpose. c.Cannot be provided by an Affiliate. d.No Event of Default or Default. Revolver Class Vote to amend or waive clauses (a)-(c).
9.	JV Debt Basket (§7.1(n))	Greater of $25 million and 7.5% of Consolidated EBITDA.	$15 million. a.Must be a joint venture formed for a bona fide business purpose with a non-affiliate. Revolver Class Vote to amend or waive this element. b.No Event of Default or Default.
10.	Non-Loan Party Debt Basket (§7.1(o))	Greater of $55 million and 15% of Consolidated EBITDA (shared with non-loan party sub-cap on acquisition ratio debt and general ratio debt)	$5 million a.Must be incurred for a bona fide business purpose and not for any other purpose. b.Cannot be provided by an Affiliate. c.No Event of Default or Default. Revolver Class Vote to amend or waive clauses (a) and (b).
11.	Contribution Debt, “Excluded Contributions” (§7.1(p), §1.1)	Not to exceed the 100% of the net cash proceeds from the issuance or sale of Qualified Equity Interest of the Borrower.	Eliminate concept and remove basket.


12.			Refinancing Term Loans, Replacement Revolving Facilities, Refinancing Notes (§7.1(s), 2.24(e), 2.24(g))			Refinancing Term Loans: Borrower may establish one or more additional tranches of term loans under this Agreement to refinance in whole or in part any class of Term Loans, as long as: •conditions Precedents in §3.2 are satisfied; •no earlier maturity than the Term Loans being refinanced; •no shorter Weighted Average Life to Maturity than the Term Loans being refinanced; •principal amount not to exceed the outstanding amount of the Term Loans being refinanced plus fees, premiums, costs and expenses (including OID) and accrued interest); •terms substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than those applicable to the Term Loans being refinanced; •if pari passu, such refinancing indebtedness shall be subject to the First Lien Intercreditor Agreement; if junior, subject to a customary intercreditor agreement; and •shall not be guaranteed by non-Loan Party. Replacement Revolving Facilities and Refinancing Notes have similar conditions.			Refinancing debt to include the following modifications: a.can only be incurred as debt pari passu or junior in payment priority. b.cannot provide for greater than pro rata voluntary and mandatory prepayments. c.cannot be incurred to influence voting thresholds and exit consents shall be prohibited. d.shall not be secured by non-Collateral. e.proceeds must be new money and applied pro rata to all Lenders. f.subject to pricing MFN, including with respect to call protection. Refinancing notes must be subject to the same conditions listed above. Revolver Class Vote to amend or waive.


13.	Receivables/Securitization Facility	N/A	The terms governing the New Term Loans shall permit a Qualified Securitization Financing and Receivables Facility in an aggregate amount at any time up to $450 million. The Existing Credit Agreement shall be modified to permit such facilities, including by modifying the definition of “Permitted Investments”, the definition of “Permitted Liens”, the Indebtedness covenant (§7.1), the Restricted Payments covenant (§7.5), the Sale of Assets covenant (§7.6) and the Transactions with Affiliates covenant (§7.7) to permit transactions in connection with a Qualified Securitization Financing or a Receivables Facility. Commitments cannot exceed $450 million. Borrowings cannot exceed the greater of $450 million and the borrowing base. “Securitization Assets” cannot include real estate assets, mortgage receivables or related assets. Receivables and securitizations shall be limited solely to bona fide accounts receivables generated in the ordinary course of business and related assets customary for inclusion in receivables/securitization transactions. Any such facility shall have a right of first offer for any refinancing/replacement of such facility in whole, not in part; permitted refinancings (or any amendments) will prohibit make-wholes or call premiums in excess of 102. For the avoidance of doubt, this sentence is only binding upon the Borrower and not any lender under a Qualified Securitization Financing/Receivables Facility (and will not restrict such lender’s ability to assign). Revolver Class Vote to amend or waive.
14.	Revolver		Revolving credit facility to be subject to buyout option in favor of Term Loan Lenders exercisable at any time that will require purchase at par in cash of all, and not less than all, funded revolving loans and assumption of all unfunded commitments, accrued and unpaid interest and accrued and unpaid fees (including letter of credit participation fees), plus cash collateralizing all outstanding letters of credit.
Liens


15.	Leases and licenses (“Permitted Liens” (m))	Leases, subleases, licenses or sublicenses on the property covered thereby, in each case, in the ordinary course of business which do not (i) materially interfere with the business of the Borrower and its Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness.	All carve-outs for licenses and sub-licenses must be for non-exclusive licenses and sub-licenses throughout the agreement.
16.	Non-Loan Party Liens (“Permitted Liens” (i)(i))	Liens securing debt incurred by non-Loan Party as long as permitted by debt covenants.	To be permitted so long as secured solely by assets of a non-Loan Party, but can only be utilized in connection with debt incurred pursuant to §7.1(o) and §7.1(n). Revolver Class Vote to amend non-Loan Party assets limitations.
17.	Lien on Unrestricted Subsidiary (“Permitted Liens” (p))	Lien on assets or equity interests of Unrestricted Subsidiary that secures non-recourse debt of Unrestricted Subsidiary.	Remove basket.
18.	General Liens (§7.2(f))	Greater of $45 million or 12.5% of Consolidated EBITDA.	$45 million. If secured on Collateral, must be junior in priority. Revolver Class Vote to amend junior priority requirement.
Investments
19.	Investment permitted by Disposition covenant (§7.4(d))	Uncapped Investments constituting non-cash proceeds as long as permitted by §7.6.	Limited to transactions with an unaffiliated third party for bona fide business purposes. Revolver Class Vote to amend or waive.
20.	General Investments (§7.4(e))	Greater of $120 million or 33% of Consolidated EBITDA, subject to no Event of Default.	$40 million. a.Must be for a bona fide business purpose. b.Cannot be used for investments in non-Loan Parties other than for JVs for bona fide business purposes. c.No Event of Default or Default. Revolver Class Vote to amend or waive clauses (a) and (b) above.
21.	Ratio Investments Basket (§7.4(f))	Cannot exceed 4.00x Total Net Leverage Ratio, subject to no Default or EoD and delivery of compliance certificate.	3.25x Total Net Leverage Ratio a.Must be for a bona fide business purpose. b.Cannot be used for investments in non-Loan Parties other than for JVs for bona fide business purposes. c.No Event of Default or Default. d.Compliance certificate Revolver Class Vote to amend or waive clauses (a) and (b) above.


22.	Loans and Advances to Employees and D&Os (§7.4(g)(i))	$15 million	$5 million
23.	Available Amount Basket (§7.4(i))	Up to the Available Amount so long as the Available Amount Conditions are satisfied (no EoD and Total Net Leverage Ratio does not exceed 5.0x). Available Amount can be used for Investment and Restricted Payments (which includes Restricted Debt Payments), in an amount equal to the sum of: •$135 million plus •the Cumulative Retained Excess Cash Flow Amount plus •returns in cash on Investments made utilizing the Available Amount plus •FMV of Investments in Unrestricted Subs that are redesignated Restricted Subs plus •the amount of all Net Proceeds From Equity Issuance plus •Retained Declines Proceeds plus •$195 million minus •any usage of the Available Amount baskets for Investments or RPs	Starter basket for RPs consisting of preferred dividends of $75 million, subject to a 4.25x TNLR. RPs consisting of preferred dividends using Available Amount will be permitted starting in FY 2027 if (1) less than $50mm of 2027 SUNs remain outstanding and (2) ECF YTD pro forma for pref dividend is positive. Starter basket for all other purposes of $0. •If incurred for other RPs, subject to 3.0x TNLR. •If incurred for Investments, subject to 3.75x TNLR. Retained ECF in all cases resets to $0. Revolver Class Vote to amend or waive.
24.	Investments in Restricted Subs that are Non-Loan Parties (§7.4(k))	Greater of $25 million and 7.5% of Consolidated EBITDA.	$5 million a.Must be for a bona fide business purpose. b.No Event of Default or Default. Revolver Class Vote to amend or waive clause (a).
25.	Investments in JVs (§7.4(m))	Greater of $25 million and 7.5% of Consolidated EBITDA	$25 million. a.Must be for a bona fide business purpose. b.Must be a bona fide joint venture formed for a bona fide business purpose with an unaffiliated third party. c.No Event of Default or Default. Revolver Class Vote to amend or waive clauses (a) and (b).


26.	Investments in Unrestricted Subs (§7.4(n))	Greater of $25 million and 7.5% of Consolidated EBITDA	Remove basket. Revolver Class Vote to reinstate.
27.	Others (§7.4)	N/A	Investments to expressly include any capital contribution. Investment capacity shall not be “replenished” above the original cost of such investment and in any event (i) no netting for returns if made in contemplation of such return or (ii) the return on the investment occurs substantially concurrently with the investment. Revolver Class Vote to amend or waive.
Fundamental Changes and Permitted Acquisition
28.	Fundamental Changes (§7.3(a))	Restricted Subsidiary may merge with and into an Unrestricted Subsidiary. Restricted Subsidiary may liquidate or dissolve if determined in good faith is in in the best interest of the Borrower.	Remove. In the event of a liquidation or dissolution of a Loan Party, the assets of such Loan Party must be transferred to another Loan Party. Revolver Class Vote to amend requirement that Loan Party assets be transferred to another Loan Party.
29.	Permitted Acquisition (§7.3(b))	Uncapped if the following conditions are satisfied: •Assets/business acquired shall be in similar, related, ancillary or complementary business or lines of business with the Restricted Group; •Borrower is able to incur at least $1 of additional debt under the ratio debt carveout after giving effect to such acquisition; •acquired Equity Interests shall be pledged; •acquisition consummated on a non-hostile basis and approved by the target’s board; •business and assets acquired shall be free and clear of all Liens; •10 Business Days’ prior written notice to Administrative Agent if acquisition consideration exceeds $100 million; •No Default or Event of Default.	Same, except: a.Any acquisition of a Person or assets must become a Loan Party or be pledged as Collateral. b.Total Net Leverage Ratio, pro forma, shall be no worse than such ratio prior to the consummation of the acquisition. Revolver Class Vote to amend or waive clause (a).
Restricted Payments


30.	Intercompany Restricted Payments (§7.5(a))	Uncapped payment of cash or dividends from Restricted Group to Loan Parties.	To expressly provide that no Restricted Payments by a Loan Party to a non-Loan Party is permitted. Revolver Class Vote to amend or waive express prohibition on RPs from Loan Party to non-Loan Party.
31.	General RP Basket (§7.5(b)(2)(i))	Greater of $95 million and 25% of Consolidated EBITDA	$10 million. Cannot be used to repay Junior Debt at any time. Cannot be used for payments in respect of preferred equity. Revolver Class Vote to amend or waive.
32.	General RP Ratio Basket (§7.5(b)(2)(ii))	Cannot exceed 3.25x Total Net Leverage Ratio, subject to no EoD and delivery of compliance certificate	Cannot exceed 2.50x Total Net Leverage Ratio, subject to no EoD and delivery of compliance certificate. Revolver Class Vote to amend or waive.
33.	Available Amount Basket (§7.5(d))	Up to the Available Amount so long as the Available Amount Conditions are satisfied (no EoD and Total Net Leverage Ratio does not exceed 5.0x)	See #22 above.
34.	Dividends on Borrower’s common stock (§7.5(e))	Cannot exceed $50 million in any fiscal year and unused amounts may be carried forward to subsequent fiscal years in an aggregate amount not to exceed 25% of the permitted cumulative amount	$5 million per fiscal year (with carry-forward permitted).
35.	Cumulative Retained Excess Cash Flow Amount	An amount determined on a cumulative basis equal to the aggregate sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods	See Excess Cash Flow sweep below.
36.	Refinance of the 2027 Unsecured Notes and 2031 Unsecured Notes	N/A	2027 Unsecured Notes and 2031 Unsecured Notes can be refinanced or repurchased by the proceeds from debt incurred pursuant to the Ratio Debt basket as described above through the maturity of the 2027 Unsecured Notes. Revolver Class Vote to amend or waive.
37.	Restrictions on payment in respect of the 2027 Unsecured Notes	N/A	Principal payments in respect of the 2027 Unsecured Notes shall not be permitted to be made with proceeds from the A/R Securitization Facility or borrowings under the New Revolving Facility or non-extending revolving facility. Revolver Class Vote to amend or waive.
Asset Sales
38.	Sale of obsolete or worn out property in ordinary course (§7.6(a))	Uncapped sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations	Limited to obsolete or worn out assets and other immaterial property.


39.	Asset Sale / Event of Loss Sweep (§2.12(c), 2.12(d))	100% of Net Cash Proceeds of Disposition by Loan Parties (individual or aggregate) and Event of Loss, in each case, in excess of $25 million, subject to reinvestment provisions (1 year plus 180 days if contractual obligations to reinvest arose during the 1 year, in each case, subject to no Event of Default). •Not limited to sale of Collateral. •Proceeds from the following Dispositions are excluded from sweep: •Disposition of obsolete or worn-out property in ordinary course of business at FMV. •Sale or disposition of products, services, receivables, and Permitted Investment, or licensing or sub-licensing of IP or other property in ordinary course of business and not interferes with the business of the Borrower and Restricted Subsidiaries; •Disposition with an FMV per year $50 million per fiscal year. Mandatory prepayments from asset sale proceeds are applied pro rata across term loan tranches.	a.Mandatory prepayments from asset sale proceeds shall be applied 70% to prepay the New Tranche B-2 Term Loan Facility on a pro rata basis and 30% to prepay the New Tranche B-3 Term Loan Facility on a pro rata basis, until the New Term Loans are repaid in full. b.$5 million per annum de minimis threshold. c.(i) Reinvestment within 1 year up to $50 million per annum subject to no EoD, shared with reinvestment right in replacement facilities with proceeds of permitted sale leasebacks described in the Sale/Leaseback below. (ii) If assets sold are Collateral, such proceeds must be reinvested in Collateral; if assets are sold by Loan Party, proceeds must be reinvested in a Loan Party. Revolver Class Vote to amend or waive this clause (c)(ii). d.Asset sale sweep and Event of Loss sweep apply to Disposition/loss by all Subsidiaries, not only Loan Parties. e.Notwithstanding the foregoing, all net cash proceeds received from the sale of Bounce or real estate portfolio must be used to pay down the Term Loans (with no reinvestment rights).
40.	Disposition of products in ordinary course (§7.6(b))	Uncapped as long as in the ordinary course of business and consistent with past practice.	Limited to non-exclusive licensing or sub-licensing.
41.	Sale/Leaseback (§7.6(c), §7.9)	Subject to asset sale sweep, any Sale/Leaseback permitted by §7.9. Uncapped Sale/Leaseback Transaction of fixed or capital assets, plus an additional $40 million, subject to asset sale sweep and no Event of Default.	Unlimited sale-leasebacks (subject to the J.Crew blocker for the avoidance of doubt) made for 100% cash consideration and not less than FMV and 120 day requirement for fixed/capital assets, so long as 100% of proceeds used to repay Term Loans, subject to the right to reinvest within 365 days in a replacement facility of up to $50M per annum shared with the reinvestment right in respect of other asset sales.
42.	Disposition of radio assets (§7.6(e))	Uncapped sale of radio assets or equity of a Restricted Subsidiary the asset of which are substantially all radio assets, subject to asset sale sweep and no Event of Default.	Remove basket.


43.	Exchange of television broadcast station or radio station or of long-term station operating assets or cash or any digital business (§7.6(g))	Uncapped exchange for cash, Permitted Investments or Station operating assets or digital business operating assets, as along as (i) no Event of Default; (ii) for fair market value; (iii) maximum 35% cash consideration paid / received by Loan Parties; and (iv) delivery of 5 Business Day prior written notice to the Administrative Agent and other information required by Administrative Agent.	All cash proceeds subject to sweep. Must be for bona fide business purposes.
44.	General Asset Sale Basket (§7.6(h))	Asset sales permitted at FMV and at least 75% cash proceeds or Permitted Investments (with designated non-cash consideration deemed to be cash consideration up to greater of $100 million and 2% of Consolidated Total Assets, shared with basket for non-cash consideration from sale of TV broadcast stations), subject to no EoD	75% cash consideration. Designated non-cash consideration: $5 million. a.Must be for a bona fide business purposes. b.Cannot be used to sell all or substantially all of the Borrower’s and its Subsidiaries’ assets (taken as a whole). Revolver Class Vote to amend or waive clauses (a) and (b).
45.	Disposition of television broadcast station or long-term station operating assets or of any digital business (§ 7.6(i))	Uncapped, so long as (i) for fair market value, (ii) 75% proceeds consist of cash or Permitted Investment; (iii) no Event of Default, and (iv) written notice to the Administrative Agent 5 Business Day ahead of the disposition, with additional information that the Administrative Agent may require. Designated non-cash consideration: $100 million or 2.0% of Consolidated Total Assets, shared with the general basket under §7.6(h).	Designated non-cash consideration to be $5 million. a.Must be for a bona fide business purpose b.Cannot be used to sell all or substantially all of the Borrower’s and its Subsidiaries’ assets (taken as a whole). Revolver Class Vote to amend or waive clauses (a) and (b).
46.	FCC Auction sale (§7.6(j))	Uncapped Disposition of equipment, spectrum usage rights, broadcast licenses, or related assets in connection with any spectrum reallocation resulting from the FCC’s incentive auction of TB broadcast spectrum pursuant to 47 U.S.C. §1452(b)(4)(A).	Must be for fair market value and bona fide business purposes. Proceeds shall be subject to Asset Sale Sweep.
47.	Additional De Minimis Asset Sale Basket (§7.6(k))	Aggregate fair market value cannot exceed $50 million in any fiscal year	$10 million in any fiscal year. If used for sale of Bounce or sale of real estate assets, proceeds shall be subject to Asset Sale Sweep.
48.	Others	N/A	No disposition of Equity of Loan Party to non-Loan Party and any permitted disposition will be deemed to be an Investment and utilize capacity under §7.4(k). Revolver Class Vote to amend or waive.
Other basket related items


49.	Available Amount	Means an amount equal to the sum of: •$135 million plus •the Cumulative Retained Excess Cash Flow Amount plus •returns in cash on Investments made utilizing the Available Amount plus •FMV of Investments in Unrestricted Subs that are redesignated Restricted Subs plus •the amount of all Net Proceeds From Equity Issuance plus •Retained Declines Proceeds plus •$195 million minus •any usage of the Available Amount baskets for Investments or RPs	See #22 above.
50.	Growers	Various baskets equal to the greater of a dollar amount and percentage of EBITDA or Consolidated Total Assets.	Eliminate EBITDA and Assets growers.
Financial Terms
51.	Consolidated EBITDA	Add-backs include: •Uncapped fees, expenses, charges or losses related to any issuance of Equity Interests, investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness (whether or not successful), and modifications •All extraordinary, unusual or non-recurring expenses, losses or items •All non-recurring cash expenses for business optimization expenses and other restructuring charges •Pro forma run rate cost savings, operating expense reductions and synergies – 25% Consolidated EBITDA cap 12 month look-forward period •Comcast Retransmission Adjustment	To be the same as existing except: (i) all references to “synergies” clause (iii) shall be replaced with a reference to “cost synergies”; (ii) the reference to “24 months” in clause (iii)(y) shall be changed to “12 months”; (iii) pro forma cost-saving add-backs, Regulation S-X add-backs, non-recurring cash add-backs and extraordinary losses exclusion in CNI capped at 20% in the aggregate.; and (iv) clause (iv) shall be deleted. Revolver Class Vote as it relates to the financial covenant.
52.	Consolidated Total Debt	Does not include a carveout for “all obligations under any Qualified Securitization Financing or Receivables Facility”.	To expressly carveout “all obligations under any Qualified Securitization Financing or Receivables Facility”. Revolver Class Vote as it relates to the financial covenant.
53.	Cash Netting	Uncapped	$50 million Revolver Class Vote as it relates to the financial covenant.


54.			Excess Cash Flow			Consolidated EBITDA plus decrease in Working Capital minus various deductions including: •Taxes paid in cash; •Interest paid in cash; •Principal debt repayments; •Cash spent on acquisition, investments and dividends; •Certain capital expenditures; •Net increases in Working Capital; •Cash spent on contractual obligations not completed yet but planned for the near term.			Exclude §7.4(k) as a deduct.


55.	Excess Cash Flow sweep (§2.12(e) and the definition of “Required Percentage”)	With respect to an Excess Cash Flow Period, the Borrower shall apply 50% of Excess Cash Flow to the prepayment of Term Loans, with step-downs to 25% and 0% at a First Lien Net Leverage Ratio of less than or equal to 3.50 to 1.00 and 3.00 to 1.00, respectively. The Cumulative Retained Excess Cash Flow Amount builds the Available Amount, which is subject to a leverage test and no Event of Default.	(i)With respect to the first $100 million of Excess Cash Flow, 100% of such Excess Cash Flow shall prepay the New Tranche B-2 Term Loans and the New Tranche B-3 Term Loans; (ii)With respect to the next $100 million of Excess Cash Flow, 65% of such Excess Cash Flow shall prepay the New Tranche B-2 Term Loans and the New Tranche B-3 Term Loans; (iii)With respect to any amount above $200 million of Excess Cash Flow, 50% shall prepay the New Tranche B-2 Term Loans and the New Tranche B-3 Term Loans; in each case, on a pro rata basis between the New Tranche B-2 Term Loans and the New Tranche B-3 Term Loans; provided that for the fiscal year ending December 31, 2026 only, the first $50 million of Excess Cash Flow shall be paid to the New Tranche B-3 Term Loans. The portion of Excess Cash Flow not required to prepay the New Term Loans (the “Cumulative Retained Excess Cash Flow Amount”) shall (i) build the Available Amount and (ii) separately build capacity to prepay or redeem the 2027 Unsecured Notes or other junior indebtedness (including any refinancings of the 2027 Unsecured Notes or other junior indebtedness) (the “Junior Debt ECF Basket”), in each case from the new closing date. For the avoidance of doubt, usage of the Junior Debt ECF Basket shall not be subject to a leverage test or default blocker. Any usage of such Cumulative Retained Excess Cash Flow Amount under the Available Amount shall reduce availability under the Junior Debt ECF Basket and any usage of such Cumulative Retained Excess Cash Flow amount under the Junior Debt ECF Basket shall reduce availability under the Available Amount. Declined Junior Debt ECF to be offered to Term Loans on pro rata basis before they can be used to build RP basket capacity for preferred dividends. ECF declined by Term Loan Lenders may be used to repay junior debt or make preferred dividends.
Definitions
56.	“Unrestricted Subsidiary”	Ability to create Unrestricted Subsidiaries.	Eliminate “Unrestricted Subsidiaries” concept globally. See row 64, clause 4(e) below
57.	“Material Subsidiary”	5.0% of the total assets or 5% of revenues or net income of the Borrower and its Subsidiaries.	2.5% of the total assets or 2.5% of revenues or net income individually or in the aggregate, of the Borrower and its Subsidiaries.
58.	“Immaterial Subsidiary”	N/A	Any direct or indirect Subsidiary of the Borrower that is not a Material Subsidiary.
59.	“Obligations”	Various	To include all prepayment premium and expressly refer to the indemnity under §10.3.
60.	“Material Indebtedness”	(b) Indebtedness (other than the Loans and Letters of Credit) of the Borrower or any of its Restricted Subsidiaries, individually or in an aggregate committed or outstanding amount exceeding $50,000,000.	$25 million.
Miscellaneous


61.	Articles III, IV and V	Various	Articles III, IV and V subject to specialist comments to be mutually agreed in connection with definitive documentation to reflect customary provisions for credit agreements of this nature.
62.	Waivers and Amendment (§7.15)	No amendment or waiver with respect to Organizational Documents that would be materially adverse to the Lenders. No amendment, modification or waiver with respect to the terms of any Junior Debt unless no Material Adverse Effect.	No modification, amendment or waiver to Junior Debt documents if materially adverse to Lenders. Modifications that are deemed to be materially adverse to the interests of the Lenders to include, without limitation: (i) the inclusion of a financial maintenance covenant, (ii) the imposition of additional mandatory prepayment obligations, (iii) amendments that shorten the scheduled final maturity or shorten the weighted average life to maturity of the applicable Indebtedness, (iv) restrictions on the ability of the Borrower or any Guarantor to make payments under the loan documents or (v) amendments to the level of cash interest payments.
63.	Event of Default (Article VIII)	Various Cross-default threshold of $50 million	The “Restricted Material Subsidiaries” in §8.1(h), §8.1(i) and §8.1(j) to be changed to “the Borrower or any Subsidiary other than Immaterial Subsidiaries”. Cross-default threshold of $25 million.
64.	“Chewy” Blocker (§9.9)	None. Guarantor shall be released if ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents.	No Guarantor shall be released from its obligations under its Guaranty unless each of the following conditions are satisfied: a.no Default or Event of Default shall have occurred and be continuing. b.Guarantor ceases to be a Subsidiary. c.the primary purpose of the transaction resulting in such release must be for a bona fide business purpose in a transaction on an arm’s length basis with an unaffiliated third party, and not to evade the obligations under the applicable Guaranty. d.at the time of such release (after giving effect thereto), all outstanding debt of, and investments in, such Guarantor would then be permitted to be made under in accordance with the relevant provisions of the debt and investment covenants (without relying on capacity provided for in §7.4(d)). e.such Subsidiary shall not be (or shall be simultaneously released as) a guarantor under other funded debt.
65.	Amendments (§10.2(b))	Various	1.Consent of each affected Term Lender is required for changes to §2.12(g). Required Lender vote for changes to mandatory prepayment provisions (subject to the reinvestment right in Loan Parties as covered below). 2.Consent of all Lenders for changes to §2.21(c) or any other provision on pro rata treatment and application of proceeds. 3.Consent of all affected lenders for changes to §2.28(a) and §2.29 with respect to the requirement to offer to the applicable lenders.


									4. All Lender vote for the following amendments; provided that if the transaction is offered to all lenders on the same terms (including any consent fee, all backstop fees (except as provided below) and all other economics and structural and other protections to be included but excluding bona fide good faith market backstop fees) at the same time based on their pro rata share of outstanding loans and commitments (after giving effect to any pro rata reductions of commitments as part of the transactions), then 66.67% vote plus Revolver Class Vote; a.Chewy Blocker b.J. Crew Blocker c.Double Dip Protection d.changes to §10.4(b)(v) e.permitting to exist or designate any subsidiary as an “unrestricted subsidiary” or changes to “Subsidiary” to permit the existence of an entity outside of the covenants f.LME Covenant (including definition of “Liability Management Transaction” and application of the term “Liability Management Transaction” in Credit Documents) g.Incora blocker h.Pluralsight blocker (subject to review and agreement on the appropriate language) 5. Affected lender vote to: a.postpone, or have the effect of postponing, any date scheduled for the payment of principal interest, premiums, fees or any other amount (including by making any payment payable in kind rather than in cash); b.change, or have the effect of changing, the type or currency of any payment; c.extend, or have the effect of extending or adding, any grace period relating to, any payment of principal of, or interest on, any Loans, or any fees or other amounts payable for more than 10 Business Days (provided; however, the 10 Business Day period shall not apply to payment of principal);