Exact Sciences(EXAS) - 2024 Q4 - Annual Results

Financial Metrics and Adjustments - Pro forma adjustments for financial metrics must be consistent with the definition of Consolidated Net Income or Consolidated EBITDA[3] - Financial metrics and ratios are calculated on a Pro Forma Basis for Test Periods involving Subject Transactions, with specific exclusions for certain ratios[28] - Financial ratios are calculated by dividing components and rounding to the nearest number, with specific rounding rules[34] Indebtedness and Refinancing - Refinancing Indebtedness principal amount shall not exceed the original Indebtedness except for unpaid accrued interest, premiums, and reasonable fees[7] - Indebtedness includes obligations under conditional sale agreements, deferred purchase price of property, and Capital Lease Obligations[13] - The weighted average life to maturity of Extended/Modified Term Loans shall be no shorter than the remaining weighted average life of the original Term Loans[10] Interest Rates and Benchmarks - The NYFRB Rate shall be deemed zero if the determined rate is less than zero[14] - Interest rates on Loans may be derived from benchmarks subject to regulatory reform, with mechanisms for determining alternative rates[35] - SONIA rate is defined as the Sterling Overnight Index Average published by the Bank of England for any Business Day[41] - The Administrative Agent determines the applicable interest rates (e.g., Alternate Base Rate, Adjusted Term SOFR Rate) and their determination is conclusive absent manifest error[146] - Benchmark Transition Events may trigger the conversion of Term Benchmark Loans to ABR Loans or alternative interest rate calculations[140] Subsidiaries and Equity Interests - A subsidiary is defined as any entity where more than 50% of equity value or voting power is owned or controlled by the parent[16] - Subsidiary refers to any subsidiary of the Borrower or another specified Person[42] - Wholly-owned subsidiary means all Equity Interests in such subsidiary are owned by the Person, another wholly-owned subsidiary, or any combination thereof[49] Letters of Credit and Reimbursement - Letters of Credit are issued, amended, or extended only if specific conditions are met, including limits on LC Exposure and Revolving Exposure[39] - The Borrower's obligation to reimburse LC Disbursements is absolute, unconditional, and irrevocable, and must be performed strictly in accordance with the terms of the Agreement under any and all circumstances[66] - The amount of a Letter of Credit that provides for automatic increases in the stated amount shall be deemed to be the maximum stated amount after giving effect to all such increases, whether or not such maximum stated amount is in effect at the time of determination[74] - The Borrower shall reimburse, indemnify, and compensate the applicable Issuing Bank for any Letter of Credit issued for its Restricted Subsidiaries as if such Letter of Credit had been issued solely for the account of the Borrower[77] Revolving Loans and Commitments - Each Revolving Lender agrees to make Revolving Loans to the Borrower denominated in dollars or in one or more Alternative Currencies, provided that the aggregate principal amount does not exceed the Revolving Commitment or the Alternative Currency Sublimit[78] - The aggregate amount of the Lenders' Revolving Commitments as of the Effective Date is $500,000,000[91] - The Revolving Availability Period extends from the Effective Date to the earlier of the Revolving Maturity Date or the termination of Revolving Commitments[90] - Each Lender must fund its share of a Borrowing by wire transfer of immediately available funds by 12:00 p.m., New York City time, on the proposed date[93] Prepayments and Repayments - The Borrower has the right to prepay any Borrowing in whole or in part without premium or penalty, subject to Section 2.15[122] - The Borrower must prepay Revolving Borrowings if the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment[123] - If the aggregate amount of Loans and LC Exposure in Alternative Currencies exceeds the Alternative Currency Sublimit, the Borrower must prepay Loans or cash collateralize Letters of Credit within two Business Days[124] - Prior to any optional or mandatory prepayment, the Borrower must specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment[125] Fees and Interest - Commitment fees accrue at the Applicable Rate on the unused Revolving Commitment, payable quarterly in arrears on the 15th calendar day following the end of each quarter[128] - Participation fees for Letters of Credit accrue at the Applicable Rate on the average daily LC Exposure, with fronting fees capped at 0.125% per annum[129] - Overdue principal or interest on Loans or LC Disbursements incurs an additional 2% per annum interest rate[134] - Interest on Loans is calculated based on a 360-day year, except for Sterling loans using the Daily Simple RFR, which uses a 365-day year[145] Taxes and Withholding - Taxes include all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, or other charges imposed by any Governmental Authority[43] - Loan payments must be made without tax deductions unless required by law, with applicable withholding agents responsible for timely tax payments[165] - Loan Parties must timely pay Other Taxes to relevant Governmental Authorities or reimburse the Administrative Agent[167] - Loan Parties must provide evidence of tax payments to the Administrative Agent, including receipts or certified copies[168] Defaulting Lenders - If a Lender becomes a Defaulting Lender, commitment fees cease to accrue on the unused amount of its Revolving Commitment[185] - Payments received from a Defaulting Lender are applied first to amounts owed to the Administrative Agent, then to Issuing Banks, and finally to cash collateralize LC Exposure[185] - The Borrower may cash collateralize a Defaulting Lender's LC Exposure if reallocation among Non-Defaulting Lenders is not possible[186] - No Issuing Bank is required to issue, amend, or extend any Letter of Credit if a Defaulting Lender's LC Exposure is not fully covered by Non-Defaulting Lenders or cash collateral[187] Miscellaneous Provisions - The Administrative Agent and the Borrower may amend the agreement to replace the current Benchmark with a Benchmark Replacement, effective at 5:00 p.m., New York City time, on the fifth Business Day after posting the proposed amendment, provided no objection is received from Required Lenders[148] - The Administrative Agent can modify the definition of "Interest Period" to remove or reinstate any tenor of a Benchmark if it becomes unavailable or non-representative, based on regulatory announcements or screen display status[149] - If financial statements or Compliance Certificates are materially inaccurate, the Borrower must pay accrued interest or fees that should have been paid based on the actual Consolidated Secured Gross Leverage Ratio[153] - The Administrative Agent can make Benchmark Replacement Conforming Changes without further action or consent from other parties, in consultation with the Borrower[156]