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DEMO-06 · D11 · EDGAR EX-10.1 · filed 2025-10-30
Credit agreement scan: baskets, add-backs and LME blockers
A real, publicly filed agreement: the Term Loan Credit Agreement dated as of October 16, 2025 of Viavi Solutions Inc. (administrative agent: Wells Fargo Bank, National Association; accession 0000912093-25-000153). Source: SEC EDGAR, EX-10.1 filed 2025-10-30. A local script with no LLM split the 420 defined terms and the section structure, then pulled the clauses a deal team checks first. A person read every row against the filed text. Companion to PCT-002.
Read this before relying on it. This is an educational extraction, not legal advice or a legal opinion. Clause numbers follow the filed text. Excerpts are verbatim but cut short (…). Amendments filed later are not reflected. Whether a provision actually blocks a given transaction depends on the full agreement and the facts.
Term sheet, as extracted
| Item | Finding | Where | Verbatim excerpt |
|---|---|---|---|
| Financial maintenance covenant | None found. Article VI runs §6.01 to §6.09 with no financial covenant section (covenant-lite term loan). | Art. VI (§6.01–6.09) | Negative covenants listed in the table of contents: 6.01 Indebtedness … 6.09 Transactions with Affiliates |
| Consolidated EBITDA definition | Defined term; add-backs in clauses (a)(i)–(xii), (b) run-rate, (c), (d) QoE/model add-backs | §1.01 “Consolidated EBITDA” | “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus:… text line 361 |
| Run-rate cost savings add-back | Two prongs. (b)(i) savings tied to the Transactions: no cap found. 24-month window; must be “reasonably quantifiable and factually supportable” | §1.01 “Consolidated EBITDA” cl. (b) | …al benefits realized from such actions; provided that (A) such Run Rate Benefits are reasonably quantifiable and factually supportable, (B) no Run Rate Benefits shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such Run Rate Benefits that are included in clause … text line 379 |
| Run-rate cap on (b)(ii) | (b)(ii) savings from later Specified Transactions / restructurings: capped at 30% of Consolidated EBITDA per Test Period, calculated after the add-backs; Reg S-X-compliant adjustments sit outside the cap | §1.01 “Consolidated EBITDA” cl. (b), 2nd proviso | …ed EBITDA for the relevant Test Period; provided further that adjustments added back to Consolidated EBITDA pursuant to clause (ii) above shall not exceed 30% of Consolidated EBITDA in any Test Period (calculated after giving effect to such add backs and, in any case, excluding from such 30% cap any such adjustments th… text line 379 |
| Model / QoE add-backs | Add-backs reflected in the lenders' Feb 2025 model and QoE summary, or a later QoE report, are permitted with no stated cap | §1.01 “Consolidated EBITDA” cl. (d) | (d)other add backs and adjustments reflected in (i) the Borrower’s model provided to the Lead Arrangers on or about February 19, 2025 and the quality of earnings summary provided to the Lead Arrangers on or about February 22, 2025 or (ii) a quality of earnings report provided by a “big four” accounting firm or a nation… text line 384 |
| General debt basket | Greater of $122,500,000 and 50% of LTM Consolidated EBITDA | §6.01(a)(xiv) | …anding in reliance on this clause (xiv) shall not exceed (x) the greater of $122,500,000 and 50% of LTM Consolidated EBITDA (this clause (x), the “General Debt Basket”), minus (y) the General Debt Basket Reallocated Amount (if any); provided that the aggregate amount of Indebtedness outstanding in reliance on this clau… text line 1312 |
| General investment basket | Greater of $122,500,000 and 50% of LTM Consolidated EBITDA, plus Available Amount / Available Equity Amount / Available RP Capacity | §6.04(n) | … made in reliance on this clause (n)(i) shall not exceed the greater of $122,500,000 and 50% of LTM Consolidated EBITDA, (ii) in an amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment, (iii) in an amount not to exceed the Availa… text line 1398 |
| Investments in Unrestricted Subsidiaries | Greater of $49,000,000 and 20% of LTM Consolidated EBITDA | §6.04(z) | …ts made in reliance on this clause (z), shall not exceed the greater of (A) $49,000,000 and (B) 20% of LTM Consolidated EBITDA;… text line 1411 |
| General RP basket | Greater of $61,500,000 and 25% of LTM Consolidated EBITDA, plus Available Amount and Available Equity Amount | §6.08(a)(viii) | … of making any such Restricted Payment, the sum of (A) the greater of $61,500,000 and 25% of LTM Consolidated EBITDA plus (B) the Available Amount that is Not Otherwise Applied (provided that, with respect to any Restricted Payment made in reliance on clause (b) of the definition of “Available Amount” pursuant to this … text line 1471 |
| Ratio RP basket | Unlimited if pro forma Total Leverage Ratio ≤ 3.50x and no Event of Default | §6.08(a)(xiv) | (xiv)additional Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.50 to 1.00 and (B) there is no continuing Event of Default;… text line 1479 |
| Junior debt prepayment basket | Greater of $61,500,000 and 25% of Consolidated EBITDA, plus Available Amount | §6.08(b)(iv) | …ents made utilizing this subclause (A), the greater of $61,500,000 and 25% of Consolidated EBITDA for the most recently ended Test Period as of such time determined on a Pro Forma Basis plus (B) the Available Amount that is Not Otherwise Applied; provided that, with respect to any Restricted Payment made in reliance on… text line 1487 |
| J.Crew blocker: designation | Present. A Restricted Subsidiary holding Material IP cannot be designated unrestricted | §5.15 (last sentence) | … contrary, if any Restricted Subsidiary owns or holds any Material Intellectual Property, such Restricted Subsidiary may not be designated as an Unrestricted Subsidiary.… text line 1286 |
| J.Crew blocker: transfer | Present. No investment or transfer of Material IP to an Unrestricted Subsidiary (non-exclusive licences excepted) | §6.04, final paragraph (ah) | (ah)Notwithstanding anything herein to the contrary, neither the Borrower nor any of the Restricted Subsidiaries shall make any Investment consisting of any Material Intellectual Property, or otherwise dispose of or transfer, any Material Intellectual Property (other than non-exclusive licenses with respect to any Mate… text line 1420 |
| “Material Intellectual Property” definition | IP “material to the business and operations of the Borrower and the Subsidiaries, taken as a whole”. Materiality is not quantified | §1.01 “Material Intellectual Property” | “Material Intellectual Property” means Intellectual Property that is material to the business and operations of the Borrower and the Subsidiaries, taken as a whole.… text line 664 |
| Serta blocker (subordination) | Present, with an exception: subordination needs each adversely affected Lender's consent unless every such Lender is offered its pro rata share of the Priority Debt (open ≥5 Business Days) | §9.02(b)(x) | …lause (A) or (B), the “Priority Debt”), except (x) pursuant to a transaction in which each adversely affected Lender (including, without limitation, any Lender that is holding the Loan Document Obligations (or the benefit of Collateral) that would be primed by such Priority Debt) has been afforded an opportunity to par… text line 1652 |
| Pro rata sharing / waterfall sacred right | Present: changes need each directly and adversely affected Lender | §9.02(b)(ix) | (ix)change any of the provisions of Section 2.18 or Section 7.03 and/or the similar “waterfall” provisions in the Security Documents referred to therein, without the written consent of each Lender directly and adversely affected thereby; or… text line 1651 |
| Open-market / Dutch auction buybacks | Permitted: non-pro rata open-market purchases and Dutch auctions by a Purchasing Borrower Party (the route used in some uptiers; read with the Serta clause above) | §9.04(h) | …g Borrower Party shall be permitted (x) on a non-pro rata basis through open market purchases or similar private transactions and/or (y) “Dutch auctions”, so long as any offer to purchase or take by assignment in the case of this clause (y) by such Purchasing Borrower Party shall have been made to all Term Lenders with… text line 1702 |
| Chewy blocker (guarantor release) | Present. Ceasing to be wholly owned does not release a guarantor unless the equity went to a non-Affiliate for a bona fide business purpose | §9.15 (proviso) | …s an Excluded Subsidiary; provided that no Guarantor shall be released from its Guarantee of the Secured Obligations solely due to the fact that such Guarantor ceases to be a wholly-owned Subsidiary of the Borrower, unless the Equity Interests of such Guarantor were sold to a person, other than an Affiliate of the Borr… text line 1728 |
What the hand-read changed
The first pass of the script reported the run-rate cost-savings add-back as uncapped. Reading the whole Consolidated EBITDA definition turned up a second proviso: add-backs under clause (b)(ii) are capped at 30% of Consolidated EBITDA. Clause (b)(i), savings tied to the original Transactions, has no cap. A keyword scan can miss a cap like this, which is why a person still reads each row against the filed text.
How it was built
- Find candidate exhibits with EDGAR full-text search (EX-10 credit agreements that use “Material Intellectual Property” and “Unrestricted Subsidiary”) and download the HTML with a declared User-Agent.
- Strip the HTML to text and track the current
Section x.xxheading, skipping the table of contents. - Run one anchored pattern per item and keep the line, section and a verbatim excerpt. Any item not found is reported as “not found”, never guessed.
- A person reads each row against the filed exhibit. The build fails if any row has not been hand-checked.
Script: data/ca/scan_ca.py. Output: ca-scan-2025a.json. Inclusion of this agreement says nothing about the borrower's credit quality. Not investment or legal advice.