| Investments – Foreign Subsidiary Cap · Investment | $2,000,000,000 aggregate (acquisitions and intercompany), or unlimited if Leverage Ratio < 4.00x | | source ↗ |
| 2026 Incremental Tranche B-2 Term Loan Proceeds Use · Use of Proceeds | Repay a portion of existing Revolving A-2 Loans and for general corporate purposes | | source ↗ |
| Judgment Default Threshold · Event of Default | $250,000,000 aggregate | loose $250m vs event of default median $125m (n=62) | source ↗ |
| Permitted Other Debt – Unsecured Leverage Test · Incurrence | Leverage Ratio no greater than 4.50:1.00 on Pro Forma Basis | loose 4.5x vs leverage median 4x (n=99) | source ↗ |
| Permitted Other Debt – Pari Passu Secured Leverage Test · Incurrence | Senior Secured Leverage Ratio no greater than 3.50:1.00 on Pro Forma Basis, subject to Shared Incremental Amount cap | tight 3.5x vs leverage median 4x (n=99) | source ↗ |
| Debt Basket – General Unsecured · Incurrence | $1,000,000,000 aggregate outstanding | loose $1bn vs basket median $300m (n=49) | source ↗ |
| Debt Basket – Non-Guarantor Subsidiaries · Incurrence | $1,000,000,000 aggregate outstanding | loose $1bn vs basket median $300m (n=49) | source ↗ |
| Incremental Facility Leverage Test (Senior Secured) · Incurrence | Senior Secured Leverage Ratio no greater than 3.50:1.00 on Pro Forma Basis for incremental facilities under Section 2.24(a)(C) | tight 3.5x vs leverage median 4x (n=99) | source ↗ |
| Maximum Leverage Ratio · Financial Maintenance | Through Measurement Period ending December 31, 2028: 5.00x; thereafter: 4.50x (with step-up to 5.00x during Acquisition Period) | loose 5x vs leverage median 4x (n=99) | source ↗ |
| Lien Basket – General · Negative Pledge | $1,000,000,000 aggregate principal outstanding | loose $1bn vs basket median $300m (n=49) | source ↗ |
| Restricted Payments – Common Stock Repurchase (Berkshire and others) · Restricted Payment | Up to $1,500,000,000 since Eighth Amendment Effective Date | loose $1.5bn vs basket median $300m (n=49) | source ↗ |
| Debt Basket – Capital Expenditure / Financing Lease · Incurrence | Greater of $1,000,000,000 or 10.0% of Consolidated Tangible Assets (combined for Sections 7.2(e) and 7.2(f)) | tight 10% vs basket median 20% (n=122) | source ↗ |
| Restricted Payments – Basket (Cash) · Restricted Payment | $1,000,000,000 combined basket (with debt repurchases and certain investments) since Eighth Amendment Effective Date, or Available Amount, or unlimited if Leverage Ratio < 4.00x | market 4x vs basket median 4x (n=54) | source ↗ |
| Investments – General Basket · Investment | $500,000,000 plus $1,000,000,000 less certain restricted payments/debt repurchases, or Available Amount, or unlimited if Leverage Ratio < 4.00x | market 4x vs basket median 4x (n=54) | source ↗ |
| Junior Financing Prepayment Basket · Restricted Payment | $1,000,000,000 combined (with restricted payments and certain investments) since Eighth Amendment Effective Date, or Available Amount, or unlimited if Leverage Ratio < 4.00x | market 4x vs basket median 4x (n=54) | source ↗ |
| Cross-Default Threshold · Event of Default | $250,000,000 of Debt | loose $250m vs event of default median $125m (n=62) | source ↗ |
| Permitted Other Debt – Junior Secured Leverage Test · Incurrence | Leverage Ratio no greater than 4.25:1.00 on Pro Forma Basis | market 4.25x vs leverage median 4x (n=99) | source ↗ |
| Mandatory Prepayment – Debt/Equity Issuance · Mandatory Prepayment | 100% of Net Cash Proceeds from issuance of Redeemable Preferred Interests or Debt (except permitted debt) applied within 5 Business Days | market 100% vs mandatory prepayment median 100% (n=26) | source ↗ |
| Applicable Margin – Tranche B-2 Term Loans · Pricing | SOFR/Term SOFR/EURIBOR/RFR: 1.75%; ABR: 0.75% (fixed, not subject to Pricing Grid) | market 1.75% vs pricing median 1.375% (n=38) | source ↗ |
| Applicable Margin – Revolving / Tranche A-2 (Initial) · Pricing | SOFR/EURIBOR/RFR: 1.50%; ABR: 0.50% (subject to Pricing Grid after first Adjustment Date following March 31, 2026 quarter) | market 1.5% vs pricing median 1.375% (n=38) | source ↗ |
