RPC公司簽訂修訂信貸協議 取代2010年原協議

EX-99.1
2
res-20260630xex99d1.htm
EX-99.1

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Exhibit 99.1
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Execution Version
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Published Deal CUSIP Number: 74966QAC3
Published Revolving Commitment CUSIP Number: 74966QAD1
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AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 30, 2026 
among

RPC, INC.,
as the Borrower,
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BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and an L/C Issuer,
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The Other L/C Issuers Party Hereto
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TRUIST BANK, and
PNC BANK, NATIONAL ASSOCIATION
as Co-Syndication Agents 
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and
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THE OTHER LENDERS PARTY HERETO
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BOFA SECURITIES, INC.,
TRUIST SECURITIES, INC. and 
PNC CAPITAL MARKETS LLC,
as Joint Lead Arrangers and Joint Bookrunners
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TABLE OF CONTENTS
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Page

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1

1.01
Defined Terms
1

1.02
Other Interpretive Provisions
34

1.03
Accounting Terms
35

1.04
Rounding
36

1.05
Times of Day.
36

1.06
Letter of Credit Amounts
36

1.07
Interest Rates
36

1.08
Exchange Rates; Currency Equivalents
37

ARTICLE II.
THE COMMITMENTS AND CREDIT EXTENSIONS
37

2.01
Committed Loans
37

2.02
Borrowings, Conversions and Continuations of Committed Loans
38

2.03
Letters of Credit
39

2.04
Swing Line Loans
50

2.05
Prepayments
53

2.06
Termination or Reduction of Commitments
53

2.07
Repayment of Loans
54

2.08
Interest.
54

2.09
Fees
55

2.10
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
55

2.11
Evidence of Debt.
56

2.12
Payments Generally; Administrative Agent’s Clawback
57

2.13
Sharing of Payments by Lenders
59

2.14
Extension of Maturity Date
59

2.15
Increase in Commitments
61

2.16
Cash Collateral
62

2.17
Defaulting Lenders
63

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY
66

3.01
Taxes
66

3.02
Illegality
71

3.03
Inability to Determine Rates
71

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TABLE OF CONTENTS
(continued)
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Page

3.04
Increased Costs
74

3.05
Compensation for Losses
75

3.06
Mitigation Obligations; Replacement of Lenders
76

3.07
Survival
76

ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
76

4.01
Conditions of Initial Credit Extension
76

4.02
Conditions to all Credit Extensions
79

ARTICLE V.
REPRESENTATIONS AND WARRANTIES
79

5.01
Existence; Power
79

5.02
Organizational Power; Authorization
80

5.03
Governmental Approvals; No Conflicts
80

5.04
Financial Statements
80

5.05
Litigation and Environmental Matters
80

5.06
Compliance with Laws and Agreements
81

5.07
Investment Company Act, Etc
81

5.08
Taxes
81

5.09
Margin Regulations
81

5.10
ERISA Compliance
82

5.11
Ownership of Property
82

5.12
Disclosure
83

5.13
Labor Relations
83

5.14
Subsidiaries
84

5.15
Insolvency
84

5.16
OFAC and Sanctions Concerns
84

5.17
PATRIOT Act
84

5.18
Affected Financial Institutions
84

5.19
Security Instruments
84

5.20
Borrower ERISA Status
85

5.21
Covered Entities
85

ARTICLE VI.
AFFIRMATIVE COVENANTS
85

6.01
Financial Statements and Other Information
85

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TABLE OF CONTENTS
(continued)
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Page

6.02
Notices of Material Events.
87

6.03
Existence; Conduct of Business
88

6.04
Compliance with Laws, Etc
88

6.05
Payment of Obligations
88

6.06
Books and Records
89

6.07
Visitation, Inspection, Etc
89

6.08
Maintenance of Properties; Insurance
89

6.09
Use of Proceeds and Letters of Credit
89

6.10
Additional Subsidiaries
89

ARTICLE VII.
NEGATIVE COVENANTS
90

7.01
Indebtedness and Preferred Equity
91

7.02
Negative Pledge
91

7.03
Fundamental Changes
93

7.04
Investments, Loans, Etc
93

7.05
Restricted Payments
94

7.06
Sale of Assets
95

7.07
Transactions with Affiliates
95

7.08
Restrictive Agreements
96

7.09
Sale and Leaseback Transactions
96

7.10
Hedging Transactions
96

7.11
Amendment to Material Documents
97

7.12
[Intentionally Omitted
97

7.13
Accounting Changes; Changes in Fiscal Year
97

7.14
Acquisitions
97

7.15
Financial Covenants
97

7.16
Sanctions
97

7.17
Borrowing Base
98

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES
98

8.01
Events of Default
98

8.02
Remedies Upon Event of Default
101

8.03
Application of Funds.
101

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TABLE OF CONTENTS
(continued)
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Page

ARTICLE IX.
ADMINISTRATIVE AGENT
102

9.01
Appointment and Authority
102

9.02
Rights as a Lender
103

9.03
Exculpatory Provisions
103

9.04
Reliance by Administrative Agent
104

9.05
Delegation of Duties
105

9.06
Resignation of Administrative Agent
105

9.07
Non-Reliance on Administrative Agent and Other Lenders
106

9.08
No Other Duties, Etc
107

9.09
Administrative Agent May File Proofs of Claim; Credit Bidding
107

9.10
Collateral and Guaranty Matters
109

9.11
Related Cash Management Agreements and Related Hedging Obligations
109

9.12
Recovery of Erroneous Payments
110

ARTICLE X.
MISCELLANEOUS
110

10.01
Amendments, Etc
110

10.02
Notices; Effectiveness; Electronic Communication
112

10.03
No Waiver; Cumulative Remedies; Enforcement
115

10.04
Expenses; Indemnity; Damage Waiver
115

10.05
Payments Set Aside.
117

10.06
Successors and Assigns
118

10.07
Treatment of Certain Information; Confidentiality
123

10.08
Right of Setoff.
124

10.09
Interest Rate Limitation
124

10.10
Integration; Effectiveness
125

10.11
Survival of Representations and Warranties
125

10.12
Severability
125

10.13
Replacement of Lenders
125

10.14
Governing Law; Jurisdiction; Etc
127

10.15
Waiver of Jury Trial
128

10.16
No Advisory or Fiduciary Responsibility
129

10.18
USA PATRIOT Act
130

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TABLE OF CONTENTS
(continued)
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Page

10.19
ENTIRE AGREEMENT
131

10.20
Keepwell
131

10.21
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
131

10.22
Lender ERISA Agreements
132

10.23
Acknowledgement Regarding Any Supported QFCs
133

10.24
Amendment and Restatement; No Novation
134

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SCHEDULES

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1.01
Existing Letters of Credit

2.01
Commitments and Applicable Percentages 

2.01LC
L/C Commitments

4.01(a)(iv)
Material Jurisdictions

5.05
Environmental Matters

5.14
Subsidiaries

7.01
Existing Indebtedness

7.02
Existing Liens

7.04
Existing Investments

10.02
Administrative Agent’s Office; Certain Addresses for Notices

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EXHIBITS
Form of

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A
Committed Loan Notice

B
Swing Line Loan Notice

C
Note

D
Compliance Certificate

E
Assignment and Assumption

F
Letter of Credit Report

G
Borrowing Base Certificate

H-1
U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships)

H-2
U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships) 

H-3
U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships)

H-4
U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)

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AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 30, 2026, among RPC, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALS:
The Borrower, the lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of August 31, 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).
The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to amend and restate the Existing Credit Agreement and extend the revolving credit facility to the Borrower.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.DEFINITIONS AND ACCOUNTING TERMS
1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Account” has the meaning specified in the UCC.
“Account Debtor” means each Person obligated in any way on or in connection with an Account, chattel paper or a general intangible (including a payment intangible).
“Acquisition” means the acquisition of (i) a controlling equity interest or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by or licensed or owned by such Person.
“Administrative Agent” means Bank of America (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
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“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form provided by the Administrative Agent or any other form approved by the Administrative Agent.
“Advance Limit” means, as of any date of a Borrowing or other date of determination (a) during any Consolidated EBITDA < $50 Million Test Period, an amount equal to the lesser of (i) the Aggregate Commitments at such time and (ii) the Borrowing Base at such time, calculated as of the most recent date for which a Borrowing Base Certificate has been delivered pursuant to the terms hereof and (b) during a Consolidated EBITDA < $50 Million Non-Test Period, the Aggregate Commitments at such time.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Aggregate Commitments” means the Commitments of all the Lenders. 
“Agreement” means this Amended and Restated Credit Agreement.
“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Applicable Rate” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.01(c):
Applicable Rate
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PricingLevel
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Consolidated Leverage Ratio
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CommitmentFee
Term SOFR Loans andTerm SOFR DailyFloating Rate Loans + ––––––––––
Letters of Credit
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Base RateLoans

1
< 0.50:1
0.200%
1.250%
0.250%

2
> 0.50:1 but < 1.00:1
0.225%
1.500%
0.500%

3
> 1.00:1 but < 1.50:1
0.250%
1.750%
0.750%

4
> 1.50:1 but < 2.00:1
0.275%
2.000%
1.000%

5
> 2.00:1
0.300%
2.250%
1.250%

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Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.01(c); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the first Business Day immediately following the date the Compliance Certificate is delivered for the Fiscal Quarter ending June 30, 2026 shall be determined based upon Pricing Level 1, provided that, if such Compliance Certificate is not delivered when due, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.
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Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means BofA Securities, Truist Securities, Inc. and PNC Capital Markets LLC, each in its capacity as a joint lead arranger and joint book manager.
“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2025, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto.
“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank of America” means Bank of America, N.A. and its successors.
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”, (c) Term SOFR plus 1.00% and (d) 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.
“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. “Base Rate Loan” means a Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“BofA Securities” means BofA Securities, Inc., and its successors.
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.01.
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“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.
“Borrowing Base” means as of any date of calculation, the lesser of (a) the Aggregate Commitments or (b) the sum of, without duplication, (i) 80% of the Net Book Value of Eligible Accounts plus (ii) 70% of the Net Book Value of Eligible Unbilled Accounts minus (iii) the amount of all letters of credit, acceptances or similar extensions of credit issued on behalf of the Borrower or any of its Subsidiaries (other than Letters of Credit issued under this Agreement) as of such date of calculation.
“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit G. 
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located.
“Capital Expenditures” means, for any period, without duplication, (i) the additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries during such period.
“Capital Lease Obligations” of any Person means all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance or capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Stock” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall
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have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide cash management services, including treasury, depository, overdraft, credit, debit or purchasing card, electronic funds transfer and other cash management arrangements.
“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management Agreement.
“Change in Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of 30% or more of the outstanding shares of the voting stock of the Borrower, provided that, for purposes of this clause (ii), “Person” or “group” shall exclude any member of the Rollins Group and the determination of such 30% calculation shall exclude any intra-transfers among members of the Rollins Group, or (iii) during any consecutive two-year period, individuals who at the beginning of that two-year period constituted the board of directors of Borrower (together with any new directors whose election to the board of directors of Borrower, or whose nomination for election by the shareholders of Borrower, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election were previously so approved) cease for any reason to constitute a majority of the board of directors then in office.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority ; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued or implemented.
“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.
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“CME” means CME Group Benchmark Administration Limited. 
“Code” means the Internal Revenue Code of 1986.
“Collateral” means the property of any Person in which the Administrative Agent, on behalf of the Secured Parties, is granted a Lien under any Security Instrument as security for all or any portion of the Obligations.
“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Committed Loan” has the meaning specified in Section 2.01.
“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Communication” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 
“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “Term SOFR Daily Floating Rate” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially
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consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior to such date to (b) the sum of (i) all scheduled payments of principal on funded Indebtedness of the Borrower and its Subsidiaries permitted by Sections 7.01(b) and 7.01(f) paid or required to be paid during the four consecutive Fiscal Quarters ending on or immediately prior to such date (excluding any such scheduled payments that are in excess of 25% of the original amount of such funded Indebtedness which constitute the maturity balance of such Indebtedness) and (ii) Consolidated Interest Expense for the four consecutive Fiscal Quarters ending on or immediately prior to such date.
“Consolidated EBITDA” means, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation and amortization determined on a consolidated basis in accordance with GAAP, and (D) all other non-cash charges reasonably acceptable to the Administrative Agent, determined on a consolidated basis in accordance with GAAP, in each case for such period.
“Consolidated EBITDA < $50 Million Non-Test Period” means any time other than during a Consolidated EBITDA < $50 Million Test Period.
“Consolidated EBITDA < $50 Million Test Period” means each period which begins the last day of any month in which financial statements are delivered hereunder with respect to any Fiscal Quarter (or, if earlier, beginning the day after financial statements are required to be so delivered) where Consolidated EBITDA for the 12-month period ending as of the end of such Fiscal Quarter is less than $50,000,000 and continuing until the day after financial statements are delivered with respect to any subsequent Fiscal Quarter (or, if earlier, beginning the day after financial statements are required to be so delivered) where Consolidated EBITDA for the 12-month period ending as of the end of such Fiscal Quarter is equal to or greater than $50,000,000.
“Consolidated Interest Expense” means, for the Borrower and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).
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“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending on or immediately prior to such date. For purposes of determining the “Consolidated Leverage Ratio” and the “Applicable Rate” relating thereto, in the event Consolidated Total Debt is greater than zero and Consolidated EBITDA is zero or less than zero, the Applicable Rate shall be determined based upon Pricing Level 5.
“Consolidated Net Income” means, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any unusual and non-recurring gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary, and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary on the date that such Person’s assets are acquired by the Borrower or any Subsidiary as reasonably approved by the Administrative Agent; provided, however, that to the extent that the term “Consolidated Net Income” is used in calculating Consolidated EBITDA, Consolidated Net Income shall include any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary on the date that such Person’s assets are acquired by the Borrower or any Subsidiary, subject to the approval thereof by the Administrative Agent, such approval not to be unreasonably withheld.
“Consolidated Net Tangible Assets” means, as of any date of determination, the total amount of all assets of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (less applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, calculated as of the end of the most recent fiscal period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, including any delivered under the Existing Credit Agreement.
“Consolidated Tangible Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.
“Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (less applicable reserves and other properly deductible items), calculated as of the end of the most recent fiscal period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable, including any delivered under the Existing Credit Agreement.
“Consolidated Total Debt” means, as of any date of determination, all Indebtedness of the Borrower and its Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in subsection (vi), (x) and (xi) of the definition thereto.
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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Covered Entity” has the meaning specified in Section 10.23(b).
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Daily Simple SOFR” with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Term SOFR Loan or a Term SOFR Floating Daily Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.
“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the
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Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“Dividing Person” has the meaning assigned to it in the definition of “Division.”
“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.
“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in a Non-Dollar Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of Dollars with such Non-Dollar Currency on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is
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available, the “Dollar Equivalent” shall be determined by the Administrative Agent or the L/C Issuer, as the case may be, using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of one of the fifty states of the United States or the District of Columbia.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
“Eligible Accounts” means the Accounts of the Borrower and the Subsidiary Loan Parties (a) which arise from the sale, lease or license of goods or rendition of services in the ordinary course of business and (b) for which an invoice has been processed for payment to the applicable Account Debtor; provided that, Eligible Accounts shall not (unless otherwise agreed to by the Administrative Agent) include:
(i)any Account with respect to which any of the representations, warranties, covenants, and agreements contained in the Loan Documents are incorrect or have been breached in any material respect;
(ii)any Account with respect to which either the perfection, enforceability, or validity of the Administrative Agent’s Liens in such Account, or the Administrative Agent’s right or ability to obtain direct payment to the Administrative Agent of the proceeds of such Account, is governed by any federal, state, or local statutory requirements other than those of the UCC;
(iii)any Account owed by an Account Debtor which is obligated to the Borrower or the applicable Subsidiary representing Accounts the aggregate unpaid balance of which exceeds twenty-five percent (25%) of the aggregate unpaid balance of all Accounts owed to the Borrower and its Subsidiaries at such time by all of the Borrower’s and its Subsidiaries’ Account Debtors, but only to the extent of such excess;
(iv)any Account with respect to which more than 90 days have elapsed since the date of the original invoice therefor or which is more than 60 days past due;
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(v)any Account owed by an Account Debtor of which twenty-five percent (25%) or more of the aggregate unpaid balances of its Accounts owing to any Persons are (individually or collectively) more than 90 days past the date of the original invoice therefor or which are more than 60 days past due;
(vi)any Account that is not subject to the Administrative Agent’s Liens which are perfected as to such Accounts, or that is subject to any other Lien whatsoever other than the Administrative Agent’s Liens under the Loan Documents and Permitted Encumbrances;
(vii)any Account with respect to which Account, in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason;
(viii)any Account in which the payment thereof has been extended beyond 90 days from the date of the original invoice thereof or such Account arises from a sale on a cash-on-delivery basis;
(ix)any Account that represents a progress billing (as hereinafter defined) or as to which the Borrower or any Subsidiary has extended the time for payment other than in the ordinary course of business and without the consent of the Administrative Agent; for the purposes hereof, “progress billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon the Borrower’s or the applicable Subsidiary’s completion of any further performance under the contract or agreement;
(x)any Account with respect to which any one or more of the following events has occurred to the Account Debtor on such Account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under Debtor Relief Laws; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Bankruptcy Code of the United States; the institution by the Account Debtor of any other type of insolvency proceeding (under Debtor Relief Laws or otherwise) or of any dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; or the cessation of the business of the Account Debtor;
(xi)any Account owed by an Account Debtor which: (1) does not maintain its chief executive office in the United States or Canada; (2) is not organized under the laws of the United States, Canada or any political subdivision thereof; (3) is not, if a natural person, a citizen of the United States or Canada residing therein; or (4) is a Governmental Authority of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, except to the extent such Account is
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supported by a letter of credit, acceptance or similar instrument acceptable to the Administrative Agent;
(xii)any Account owed by an Account Debtor which is an Affiliate, officer, director or employee of the Borrower or any Subsidiary;
(xiii)any Account owed by an Account Debtor to which the Borrower or any Subsidiary is indebted in any way, or with respect to which the Borrower or such Subsidiary has knowledge or notice that such Account is subject to any right of setoff or recoupment by the Account Debtor (including, without limitation, all Accounts that are subject to any agreement encumbering or limiting in any manner the Borrower’s or any Subsidiary’s access to such Accounts), unless the Account Debtor has entered into an agreement acceptable to the Administrative Agent to waive setoff rights; or if the Account Debtor thereon has disputed liability or made any claim with respect to any other Account due from such Account Debtor, but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;
(xiv)any Account owed by any Governmental Authority, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any other steps necessary to perfect the Administrative Agent’s Liens therein, have been complied with to the Administrative Agent’s satisfaction with respect to such Account;
(xv)any Account owed by any Governmental Authority and as to which the Administrative Agent determines that its Lien therein is not or cannot be perfected;
(xvi)any Account which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment