Steven Madden(US:SHOO)2025-05-07 11:00Agreement Overview This agreement amends and restates a prior credit agreement, outlining new credit facilities for Steven Madden, Ltd. and other borrowers, with Citizens Bank, N.A. as Administrative Agent Parties and Purpose This Amended and Restated Credit Agreement outlines credit facilities for Steven Madden, Ltd. and other borrowers, amending a prior agreement and providing new loans - The agreement is an amendment and restatement of the Credit Agreement dated July 22, 202011 - The primary parties are Steven Madden, Ltd. (Lead Borrower), other designated Borrowers, a syndicate of Lenders, and Citizens Bank, N.A. (Administrative Agent)19 - The Borrowers intend to use the new facility to pay in full all principal and interest owed to Existing Lenders under the previous agreement13 - The Lenders have agreed to provide new loans and issue Letters of Credit under the terms and conditions set forth in this new agreement14 ARTICLE 1: Definitions and Rules of Construction This article defines all capitalized terms and establishes rules for interpreting the agreement, covering financial concepts, legal entities, and operational terms Definitions This section comprehensively defines all capitalized terms used in the credit agreement, establishing specific meanings for financial, legal, and operational terminology Applicable Margin and Commitment Fee Pricing Grid | Pricing Level | Total Net Leverage Ratio | ABR Margin | SOFR Margin and L/C Participation Fee | Alternative Currency Daily Rate Margin | Alternative Currency Term Rate Margin | Commitment Fee | | :------------ | :----------------------------------- | :--------- | :------------------------------------ | :------------------------------------- | :------------------------------------ | :------------- | | I | >= 2.50:1.00 | 1.50% | 2.50% | 2.50% | 2.50% | 0.35% | | II | >= 1.50:1.00 but < 2.50:1.00 | 1.25% | 2.25% | 2.25% | 2.25% | 0.30% | | III | >= 0.50:1.00 but < 1.50:1.00 | 1.00% | 2.00% | 2.00% | 2.00% | 0.25% | | IV | < 0.50:1.00 | 0.75% | 1.75% | 1.75% | 1.75% | 0.25% | - The initial Applicable Margin is set at Pricing Level III until the first full fiscal quarter after the Closing Date44 - Consolidated EBITDA calculation includes add-backs for taxes, interest, D&A, and certain non-cash or infrequent charges. Add-backs for unusual items, transaction costs, and synergies are capped at the greater of $87,500,000 or 25% of Consolidated EBITDA (before such add-backs)123124 - A "Change of Control" is triggered if any person or group acquires more than 35% of the voting Equity Interests of the Lead Borrower, or if a majority of the board of directors is replaced by individuals not nominated or approved by the existing board94 - Permitted Acquisitions are allowed provided that, among other conditions, no Default exists and the pro forma Total Net Leverage Ratio is less than or equal to 2.75:1.00317318 Classification of Loans and Borrowings Loans and borrowings are classified by both their Class (e.g., Revolving Loan, Term Loan) and their Type (e.g., SOFR Loan, ABR Loan) Accounting Terms; GAAP This section mandates that accounting terms conform to GAAP, allows pro forma calculations for transactions, and excludes ASC 842 impact from financial computations - All accounting terms are to be construed in conformity with GAAP, except as otherwise prescribed in the agreement451 - For determining compliance with covenants during a period with a Specified Transaction (like an acquisition), calculations shall be made on a Pro Forma Basis452 - The agreement explicitly excludes the effects of the lease accounting standard ASC 842, meaning operating leases will not be treated as capital leases for the purpose of financial calculations and covenants herein453 Exchange Rates; Currency Equivalent This section outlines procedures for handling multiple currencies, with the Administrative Agent determining Dollar Equivalents for Alternative Currencies at each Revaluation Date - The Administrative Agent or L/C Issuer determines the Dollar Equivalent for all amounts denominated in Alternative Currencies, which becomes effective on each Revaluation Date461 - A breach of a Dollar-denominated threshold in covenants will not be triggered solely due to currency exchange rate fluctuations464 Limited Condition Acquisitions This section allows compliance with financial covenants and representations for acquisitions to be tested at the definitive agreement signing date (LCA Test Date) - For a Limited Condition Acquisition, the determination date for compliance with financial ratios, baskets, and other provisions can be set to the date the definitive agreement is signed (LCA Test Date)474 - If the Borrower makes an LCA Election, subsequent fluctuations in financial ratios will not cause a breach of the tested conditions, provided the acquisition closes within 270 days of the agreement date474 - The condition that no Default or Event of Default exists is also tested at the LCA Test Date, except for major defaults like non-payment or bankruptcy, which are tested at the time of consummation476 ARTICLE 2: The Credits This article details the credit facilities, including Revolving and Term Loans, borrowing procedures, prepayments, and joint liability of borrowers Commitments This section outlines specific credit facilities, including Revolving and Term Loans, and allows for future Incremental Term Loans, defining total available capital Credit Facility Commitments | Facility | Initial Aggregate Amount | Notes | | :--- | :--- | :--- | | Revolving Commitment | $250,000,000 | Maximum drawable amount on Closing Date is $150,000,000. | | Term Loan Commitment | $300,000,000 | A single loan made on the Closing Date. | | Incremental Commitments | Up to $275,000,000 | Can be requested as additional Term Loans or Revolving Commitments. | Borrowings, Conversions and Continuations of Loans This section details operational procedures for accessing credit facilities, including notice requirements for borrowing, converting, or continuing loans, and sets minimum borrowing amounts - Borrowing notices must be submitted by specific deadlines: 11:00 a.m. on the borrowing date for ABR Loans, and three business days prior for SOFR or other Alternative Currency loans483 - If a borrower fails to specify an Interest Period for a SOFR or Alternative Currency Term Rate Loan, it defaults to a one-month period. If no loan type is specified, it defaults to an ABR Loan484 Swingline Loans This section establishes a short-term Swingline Loan sub-facility, detailing borrowing and repayment procedures, and Revolving Lenders' refinancing obligations - A Swingline sub-facility is available with a sublimit of $25,000,000394492 - The Swingline Lender can, at its discretion, require Revolving Lenders to refinance outstanding Swingline Loans by making ABR Revolving Loans494 Letters of Credit This section governs the issuance, amendment, and honor of Letters of Credit, outlining L/C Issuer obligations, Revolving Lender participation, and reimbursement procedures - A Letter of Credit sub-facility is available with a sublimit equal to the lesser of $50,000,000 and the total Revolving Commitments265 - L/Cs cannot be issued if their expiry date would be after the Letter of Credit Expiration Date (five business days prior to the Revolving Facility maturity), unless they are fully cash collateralized or otherwise backstopped505 - If the Borrowers fail to reimburse an L/C drawing, the unreimbursed amount is automatically converted into an ABR Revolving Loan513 Repayment of Loans; Evidence of Debt This section specifies repayment terms for all loans, including Revolving Loans due at maturity and Term Loans with a detailed quarterly amortization schedule Term Loan Amortization Schedule | Payment Date | Principal Amount | | :--- | :--- | | Oct 1, 2025 - Jul 1, 2027 | $1,875,000 (Quarterly) | | Oct 1, 2027 - Jul 1, 2028 | $3,750,000 (Quarterly) | | Oct 1, 2028 - Jul 1, 2029 | $5,625,000 (Quarterly) | | Oct 1, 2029 - Apr 1, 2030 | $7,500,000 (Quarterly) | | Term Maturity Date | Remaining outstanding balance | - All Revolving Loans are due in full on the Revolving Maturity Date (the fifth anniversary of the Closing Date)535 Prepayments This section outlines rules for optional and mandatory prepayments, requiring proceeds from certain events like asset sales to be applied first to Term Loans - Borrowers may voluntarily prepay any borrowing in whole or in part without premium or penalty, subject to notice requirements and potential breakage costs under Section 3.5542 - Mandatory prepayment is required with 100% of Net Cash Proceeds from specific events, including dispositions or casualty events, but only after the aggregate proceeds from such events exceed $40,000,000 since the Closing Date544547 - Mandatory prepayments are applied first to the Term Loans on a pro rata basis against the remaining amortization payments550 Incremental Commitments This section allows the Borrower to increase credit facilities by requesting additional Term Loans or Revolving Commitments from lenders, subject to specific conditions - The Borrower may request up to $275,000,000 in aggregate Incremental Commitments (additional Term Loans or Revolving Commitments)582 - The terms of any Incremental Term Loans must not have a maturity date earlier than, or a weighted average life to maturity shorter than, the existing Term Loans584 - If the Effective Yield on new Other Term Loans incurred within 18 months of closing exceeds the yield on existing Term Loans by more than 50 basis points, the margin on the existing Term Loans will be increased to match (the "MFN" or Most Favored Nation protection)584 Joint and Several Liability This section establishes that each Borrower is jointly and severally liable for all loan obligations, allowing lenders to seek full repayment from any single Borrower - Each Borrower accepts joint and several liability as a co-debtor for all Loan Document Obligations587588 - The obligations are full recourse and enforceable against each Borrower to the full extent of its properties and assets591 ARTICLE 3: Interest, Fees, and Yield Protection This article governs financial costs, including interest calculation, various fees, and protective clauses for lenders regarding benchmark rates, increased costs, and taxes Interest This section defines interest rates for various loan types based on a base rate plus Applicable Margin, and specifies a higher Default Rate for overdue amounts - Interest on loans is calculated as a base rate (e.g., Alternate Base Rate, Term SOFR) plus the Applicable Margin, which varies based on the company's leverage602 - Upon non-payment or during an Event of Default, overdue amounts will bear interest at a Default Rate, which is 2.00% per annum above the otherwise applicable rate151603604 Fees This section outlines various fees payable by Borrowers, including Commitment Fees, L/C Participation Fees, and L/C Fronting Fees, with additional details in Fee Letters - A Commitment Fee accrues on the unused amount of the Revolving Commitment at a rate determined by the Applicable Margin grid610 - An L/C Participation Fee is paid to Revolving Lenders based on the Applicable Margin, and a separate L/C Fronting Fee of 0.125% per annum is paid to the L/C Issuer611 Increased Costs; Illegality This section protects lenders from increased costs due to regulatory changes, requiring Borrowers to compensate for new reserve or capital requirements, and addresses loan illegality - If a Change in Law increases the cost for a Lender to make or maintain a Loan (e.g., through new reserve or capital requirements), the Borrowers must pay additional amounts to compensate for such increased costs617618 - A Change in Law is defined to include the Dodd-Frank Act and Basel III regulations, regardless of when they were enacted93 - If it becomes illegal for a Lender to maintain certain types of loans (e.g., SOFR Loans), that Lender can require the conversion of such loans to ABR Loans or demand prepayment621623 Taxes This section allocates tax responsibilities, requiring Loan Parties to gross-up payments for withheld Indemnified Taxes and Lenders to provide tax exemption documentation - Payments by Loan Parties must be made without deduction for Taxes, except as required by law. If an Indemnified Tax is withheld, the Loan Party must pay an additional amount so the Recipient receives the full sum due626 - Lenders must provide appropriate tax forms (e.g., W-9 for U.S. Persons, W-8BEN-E for foreign entities claiming treaty benefits) to establish exemptions from or reductions in U.S. withholding tax631633634 - If a lender receives a refund for taxes for which it was indemnified, it must pay the amount of the refund back to the indemnifying party637 Benchmark Replacement Setting This section provides a framework for transitioning from a benchmark interest rate, establishing a successor rate waterfall and granting the Administrative Agent authority for conforming changes - If a Benchmark Transition Event occurs (e.g., the administrator of Term SOFR announces it will cease publication), a pre-defined Benchmark Replacement waterfall is triggered659 - The first alternative in the replacement waterfall is Daily Simple SOFR67 - The Administrative Agent can implement the Benchmark Replacement and make related Conforming Changes without further action or consent from other parties, subject to an objection right by the Required Lenders for certain replacements659661 ARTICLE 4: Conditions Precedent to Credit Extensions This article outlines specific requirements for initial and subsequent loan funding, ensuring all legal, financial, and transactional prerequisites are met Conditions to Initial Credit Extensions This section lists one-time conditions for initial loan funding on the Closing Date, including executed loan documents, legal opinions, fee payments, and collateral requirements - The Closing Date Acquisition must be consummated substantially contemporaneously with the initial funding, in all material respects according to the terms of the Closing Date Acquisition Agreement693 - The Administrative Agent must receive all executed Loan Documents, including the Credit Agreement, Guarantee Agreement, Security Agreement, and various UK and HK collateral documents673679680 - The accuracy of Specified Representations (e.g., corporate power, solvency, anti-corruption) and Specified Acquisition Agreement Representations is a condition precedent686 - A "Certain Funds Provision" allows for the perfection of certain collateral to be completed within 90 days after the Closing Date if it cannot be perfected on the Closing Date despite commercially reasonable efforts696 Conditions to All Credit Extensions After the Closing Date This section specifies ongoing conditions for all credit extensions after the Closing Date, requiring true representations and warranties, and no existing Default or Event of Default - For each credit extension after the Closing Date, representations and warranties must be true and correct in all material respects697 - No Default or Event of Default may exist at the time of, or would result from, the proposed credit extension699 UK Accession Date Requirements This section sets a deadline for newly acquired UK entities to integrate into the credit facility's guarantee and security structure, requiring specific document delivery - By the UK Accession Date (5 business days post-closing), the UK Acceding Loan Parties must execute and deliver all required documents to become guarantors and provide collateral702 - Required deliverables include director certificates, a Subsidiary Joinder Agreement, UK Collateral Documents, and legal opinions related to the UK entities703704705706 ARTICLE 5: Representations and Warranties This article details factual statements by Borrowers regarding legal status, financial condition, and compliance, which lenders rely upon for credit extension Corporate Status, Authority, and Financial Condition Loan Parties represent their legal existence, authority to execute loan documents without violation, accurate financial statements, and absence of Material Adverse Effect since December 31, 2024 - Each Loan Party warrants it is duly incorporated and has the requisite power to execute and perform its obligations under the Loan Documents711713 - The financial statements provided are warranted to fairly present the company's financial condition in all material respects in accordance with GAAP717 - The company represents that since December 31, 2024, no event has occurred that has had or could reasonably be expected to have a Material Adverse Effect718 Litigation, Assets, and Compliance This section covers operational and compliance representations, including no material litigation, environmental compliance, good title to assets, and adherence to tax and ERISA regulations - There are no pending or threatened actions, suits, or proceedings that could reasonably be expected to have a Material Adverse Effect719 - Each Loan Party has good title to its material properties and owns or is entitled to use all intellectual property material to its business723 - No ERISA Event has occurred that could reasonably be expected to result in a Material Adverse Effect728 Insurance, Regulations, and Other Representations This section covers representations on adequate insurance, compliance with margin regulations, valid collateral liens, solvency, anti-corruption, sanctions laws, and information accuracy - The security interests granted under the Collateral Documents are represented to be legal, valid, and enforceable first-priority liens, subject to permitted encumbrances739 - The Loan Parties and their subsidiaries are represented to be Solvent, both before and after the consummation of the Transactions743 - The Loan Parties represent compliance with Anti-Corruption Laws (like the FCPA), Sanctions (from OFAC, UN, etc.), and Anti-Terrorism Laws (like the USA PATRIOT Act)744745746 - All written information provided to the Credit Parties is warranted to not contain any untrue statement of a material fact or omit a material fact749 ARTICLE 6: Affirmative Covenants This article details ongoing borrower obligations to maintain financial health, transparency, and legal standing, including reporting, notices, and subsidiary integration Financial Statements and Other Information This covenant requires Borrowers to provide regular financial reporting, including audited annual and unaudited quarterly statements, each with a Compliance Certificate - Audited annual financial statements are due within 90 days after each fiscal year-end755 - Unaudited quarterly financial statements are due within 45 days after each fiscal quarter-end755 - A Compliance Certificate must be delivered with each set of financial statements, certifying compliance with financial covenants and disclosing any Defaults756 Notices of Material Events This section obligates Borrowers to promptly notify the Administrative Agent of material events, including Defaults, material lawsuits, and significant ERISA events - Prompt written notice is required upon the occurrence of any Default759 - Notice is required for the filing of any action or proceeding that could reasonably be expected to have a Material Adverse Effect759 - Notice is required for any ERISA Event that could result in liability exceeding the Threshold Amount ($50,000,000)759407 General Business Covenants This section requires Borrowers to maintain legal existence, pay obligations, keep properties in order, allow inspections, comply with laws, and restrict loan proceeds use - The company must preserve its legal existence and material rights and franchises762 - The company must pay its obligations, including taxes, before they become delinquent, unless being contested in good faith764 - The Administrative Agent has the right to inspect properties and examine books and records at the Borrowers' expense (limited to one inspection per year unless an Event of Default exists)766 - Loan proceeds are to be used for the Closing Date Acquisition, refinancing existing debt, transaction expenses, and general corporate purposes, and may not be used in violation of margin regulations or anti-corruption laws768769 Insurance This covenant requires Borrowers to maintain adequate insurance with reputable insurers, naming the Administrative Agent as an additional insured or loss payee, with prior cancellation notice - The company must maintain adequate insurance with financially sound and reputable companies, customary for its industry772 - All general liability and property policies must include an endorsement naming the Administrative Agent as an additional insured or lender's loss payee773 - Insurers must provide at least 30 days' prior written notice (10 days for non-payment of premium) to the Administrative Agent before any policy is canceled773 Covenant to Guarantee and Provide Security This section ensures new Domestic or UK Subsidiaries (unless excluded) become guarantors within 30 days, executing joinder agreements and pledging assets as collateral - If a new Domestic or UK Subsidiary (that is not an Excluded Subsidiary) is formed or acquired, it must become a Subsidiary Guarantor within 30 days779 - The process requires the new subsidiary to execute a Subsidiary Joinder Agreement, pledge its assets and Equity Interests, and deliver legal opinions and certificates779780 ARTICLE 7: Negative Covenants This article restricts borrower activities like incurring debt, granting liens, fundamental changes, investments, dispositions, and restricted payments, with specific exceptions Indebtedness This covenant restricts new debt incurrence by Borrowers and subsidiaries, providing detailed exceptions for permitted categories like capital leases, purchase money debt, and intercompany debt - Incurrence of new Indebtedness is generally prohibited, except for specific permitted categories788 - Permitted debt includes capital leases and purchase money obligations up to the greater of $70,000,000 or 20% of Consolidated EBITDA788 - A general-purpose basket allows for additional Indebtedness up to the greater of $20,000,000 or 5.5% of Consolidated EBITDA790 Liens This section prohibits Borrowers and subsidiaries from creating liens on assets, with exceptions for loan document liens, pre-existing liens, and other Permitted Encumbrances - Creating, incurring, or assuming any Lien on any property or asset is prohibited, except as specifically permitted796 - Permitted Liens include those securing the Loan Document Obligations, Permitted Encumbrances, and liens securing permitted purchase money Indebtedness796797 Fundamental Changes; Business; Fiscal Year This covenant restricts major corporate changes like mergers and asset sales, confines operations to Approved Lines of Business, and prohibits fiscal year changes without consent - Mergers and consolidations are restricted, but a Loan Party may merge with another Loan Party, and other mergers are permitted if they constitute a permitted Investment or Disposition799 - The company and its subsidiaries are restricted to engaging in Approved Lines of Business801 Investments, Loans, Advances, Guarantees and Acquisitions This section limits investments, loans, advances, and acquisitions by Borrowers and subsidiaries, providing exceptions for cash equivalents, Permitted Acquisitions, and intercompany investments - Investments by Loan Parties in Non-Loan Party Subsidiaries are capped at the greater of $70,000,000 or 20% of Consolidated EBITDA804 - Permitted Acquisitions are allowed as a specific type of investment806 - A general investment basket is available for any other investment so long as, on a pro forma basis, no Default exists and the Total Net Leverage Ratio is less than or equal to 2.75:1.00808 Dispositions This covenant restricts asset dispositions, with permitted exceptions for sales of obsolete equipment, intellectual property licensing, and other asset sales under specific conditions - Dispositions of assets are generally restricted, with specific exceptions811 - Asset sales are permitted for up to $75,000,000 in proceeds per fiscal year, provided at least 75% of the consideration is cash or equivalents and no Event of Default exists812 Restricted Payments This section limits Restricted Payments like dividends and stock repurchases, providing exceptions for inter-company payments, employee repurchases, and other payments subject to liquidity and leverage tests - Restricted Payments (dividends, share repurchases) are generally prohibited, subject to specific exceptions816 - A basket permits up to $75,000,000 in Restricted Payments per fiscal year, provided no Event of Default exists and post-payment liquidity is at least $150,000,000817 - Unlimited Restricted Payments are permitted if, after giving effect to the payment, no Default exists and the Total Net Leverage Ratio is less than or equal to 2.50:1.00817 Financial Covenants This section establishes two key financial maintenance covenants for Borrowers to comply with quarterly: a Maximum Total Net Leverage Ratio and a Minimum Consolidated Fixed Charge Coverage Ratio Financial Maintenance Covenants | Covenant | Requirement | Test Period | | :--- | :--- | :--- | | Maximum Total Net Leverage Ratio | <= 3.00:1.00 | End of each fiscal quarter | | Minimum Fixed Charge Coverage Ratio | >= 1.25:1.00 | End of each fiscal quarter | ARTICLE 8: Events of Default This article defines specific failures triggering lender remedies, such as debt acceleration, and outlines the priority for applying recovered funds Events of Default This section lists specific triggers for an Event of Default, including payment failures, covenant breaches, incorrect representations, cross-defaults, bankruptcy, and Change of Control - Failure to pay any principal when due is an immediate Event of Default827 - Failure to pay interest or fees becomes an Event of Default after a three-business-day grace period828 - A cross-default is triggered if any other Material Indebtedness (in excess of the $50,000,000 Threshold Amount) is accelerated or becomes due prior to its scheduled maturity832287 - Involuntary bankruptcy proceedings continuing for 60 days, or any voluntary bankruptcy filing, constitutes an Event of Default833835 - A Change of Control is an Event of Default841 Remedies Upon Event of Default This section outlines actions the Administrative Agent and Lenders can take upon an Event of Default, including commitment termination and loan acceleration, which are automatic in bankruptcy - Upon an Event of Default, the Administrative Agent, at the request of the Required Lenders, may terminate commitments and accelerate all outstanding loans843 - In the case of a bankruptcy event (Section 8.1(h) or (i)), the termination of commitments and acceleration of loans is automatic843 Application of Funds This section specifies the priority order (waterfall) for applying recovered funds after an Event of Default, starting with Agent fees and expenses, then interest, principal, and other obligations - After an Event of Default, recovered funds are applied in a specific priority order (waterfall)845 - The payment waterfall priority is: 1) Agent fees/expenses, 2) L/C Issuer fees/expenses, 3) Other Credit Party fees/expenses, 4) Accrued interest, 5) Principal and L/C collateralization, 6) Secured Swap/Cash Management Obligations, 7) Other Secured Obligations, and finally, any surplus to the Borrowers845 ARTICLE 9: The Administrative Agent This article defines the Administrative Agent's role, rights, and responsibilities, including its authority, liability protections, resignation procedures, and security trustee appointments Agent's Role, Rights, and Protections These sections appoint Citizens Bank as Administrative Agent, authorizing its actions on behalf of Lenders, clarifying its rights, and providing exculpatory provisions against liability - Each Lender and L/C Issuer irrevocably appoints Citizens Bank as the Administrative Agent848 - The Administrative Agent's duties are administrative in nature and it is not subject to any fiduciary duties850 - The Agent is not liable for any action taken or not taken with the consent of the Required Lenders or in the absence of its own bad faith, gross negligence, or willful misconduct852 Resignation of Administrative Agent This section details the Administrative Agent's resignation or removal process, allowing Required Lenders to appoint a successor, subject to Lead Borrower consent unless a major default exists - The Administrative Agent may resign at any time by giving notice to the Lenders and Lead Borrower858 - The Required Lenders have the right to appoint a successor, with the Lead Borrower's consent (unless a payment or bankruptcy-related Event of Default exists)858859 Collateral and Guarantee Matters This section authorizes the Administrative Agent to act on behalf of Secured Parties regarding collateral and guarantees, including releasing liens on permitted asset sales and releasing guarantors - The Administrative Agent is authorized to release any Lien on property that is sold or disposed of in a transaction permitted by the Loan Documents868 - The Agent is authorized to release any Guarantor from its obligations if that entity ceases to be a Subsidiary as a result of a permitted transaction868 Erroneous Payments This protective clause addresses erroneous payments by the Administrative Agent, requiring recipients to return funds promptly or face remedies like offset or deemed loan acquisition - If a Payment Recipient receives funds from the Administrative Agent determined to be an Erroneous Payment, it must return the funds promptly upon demand875 - If an Erroneous Payment is not recovered, the Administrative Agent is deemed to have acquired a portion of the non-compliant Lender's loans equal to the unrecovered amount879 - An Erroneous Payment does not satisfy any obligation of the Borrowers, and the Agent is subrogated to the rights of the recipient with respect to the erroneous amount882 Appointment of Administrative Agent as Security Trustee (UK) This section appoints the Administrative Agent as security trustee for UK collateral under English law, outlining its powers and duties to hold security interests on trust for Secured Parties - The Credit Parties appoint the Administrative Agent to hold the security interests from UK Collateral Documents on trust for the Secured Parties886 - The provisions of the UK Trustee Act 1925 and Trustee Act 2000 are modified or excluded to the extent they conflict with the terms of the Credit Agreement899900 Appointment of Administrative Agent as Security Trustee (HK) This section appoints the Administrative Agent as security trustee for HK collateral under Hong Kong law, outlining its powers and duties to hold security interests on trust for Secured Parties - The Credit Parties appoint the Administrative Agent to hold the security interests from HK Collateral Documents on trust for the Secured Parties902 - The provisions of the Hong Kong Trustee Ordinance are modified or excluded to the extent they conflict with the terms of the Credit Agreement915916 ARTICLE 10: Miscellaneous This article contains standard legal provisions governing the agreement, including amendments, expenses, assignments, governing law, jurisdiction, confidentiality, and regulatory compliance Waivers; Amendments This section establishes that amendments and waivers require written consent, with most changes needing Required Lenders' approval, but fundamental modifications requiring unanimous affected lender consent - Amendments generally require the written consent of the Borrowers and the Required Lenders930 - Unanimous consent of each affected Lender is required for certain key changes, including reducing principal, interest rates, or fees, or postponing payment dates930 - The agreement includes a provision for "Extension Offers," allowing the Borrowers to extend the maturity of loans and commitments for Lenders who agree to the extension, creating separate classes of debt934 Expenses; Indemnity; Damage Waiver This section requires Loan Parties to reimburse Agent and Lenders for costs and indemnify Credit Parties against losses, with a waiver of consequential or punitive damages - The Loan Parties must pay all reasonable, documented out-of-pocket costs incurred by the Administrative Agent and Lead Arrangers in connection with the credit facility944 - The Loan Parties must indemnify each Credit Party and its affiliates (Indemnitees) against any and all losses, claims, damages, and liabilities arising from the credit facility945 - The indemnity does not apply to losses resulting from the Indemnitee's own bad faith, gross negligence, willful misconduct, or material breach of the loan documents945 Successors and Assigns This section governs the assignment of loans and commitments by Lenders to eligible financial institutions, subject to conditions and consents, and restricts assignments to Disqualified Institutions - Any Lender may assign its rights and obligations to an Eligible Assignee, subject to minimum amounts ($5,000,000 for Term or Revolving facilities) and required consents951 - The consent of the Lead Borrower is required for an assignment unless an Event of Default has occurred or the assignment is to another Lender, an Affiliate of a Lender, or an Approved Fund954 - Assignments to Disqualified Institutions are restricted. If an assignment is made to a Disqualified Institution without consent, the Borrower has the right to terminate its commitment and/or require it to assign away its loans at the lesser of par or the acquisition price966967 - The Administrative Agent maintains a Register of all Lenders and their commitments, acting as the agent of the Borrower for this purpose961 Governing Law; Jurisdiction; Consent to Service of Process This section establishes New York law as governing, with parties submitting to exclusive jurisdiction of New York County courts for disputes, and includes a waiver of jury trial - The Credit Agreement and other Loan Documents are governed by the laws of the State of New York980 - All parties submit to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the U.S. District Court for the Southern District of New York981 Waiver of Jury Trial All parties irrevocably waive their right to a trial by jury in any legal proceeding related to the credit agreement or its contemplated transactions - Each party to the agreement irrevocably waives its right to a trial by jury for any legal proceeding arising out of or relating to the Loan Documents986 Confidentiality; Treatment of Certain Information This section imposes confidentiality on Credit Parties for non-public information from Loan Parties, with exceptions for disclosure to affiliates, regulators, or potential assignees - Each Credit Party agrees to maintain the confidentiality of non-public information received from the Loan Parties991 - Disclosure is permitted to affiliates, regulators, as required by law, or to potential assignees under a confidentiality agreement991 Acknowledgement and Consent to Bail-In of Affected Financial Institutions This regulatory provision requires parties to acknowledge and consent to potential Bail-In Actions by resolution authorities on liabilities of Affected Financial Institutions - Each party acknowledges that any liability of an Affected Financial Institution (certain European banks) may be subject to write-down and conversion powers by a resolution authority (a "Bail-In Action")1000 - All parties consent to be bound by the effects of any Bail-In Action, which could include a reduction, cancellation, or conversion of the affected institution's liabilities1001 Amendment and Restatement This section clarifies that the new agreement amends and restates the Existing Credit Agreement, superseding it without novation, ensuring original obligations continue under new terms - This Credit Agreement amends and restates the Existing Credit Agreement, superseding it in its entirety1013 - The agreement is not a novation; the original obligations continue under the modified terms of this new agreement1013 Schedules and Exhibits This section lists all supplementary schedules and exhibits, providing detailed information and template forms referenced throughout the main credit agreement Schedules This section lists attached schedules containing specific, detailed information referenced throughout the agreement, including lender commitments, existing debt, and notice information Exhibits This section lists attached exhibits, which are template forms for various notices, certificates, and agreements used during the credit facility's life