Casey’s(CASY) - 2025 Q2 - Quarterly Results

Loan Details - The Borrower has requested an Incremental Term A-1 Loan in an aggregate principal amount of $850,000,000[2] - The total Incremental Term A-1 Loan Commitment as of the First Amendment Effective Date is$ 850,000,000[14] - The Borrower shall repay the aggregate outstanding principal amount of the Incremental Term A-1 Loan in consecutive quarterly installments of $10,625,000 starting March 31, 2025[6] - The Incremental Term A-1 Loan shall be paid in full, together with accrued interest, on the Term Loan Maturity Date of October 30, 2029[15] - The proceeds of the Incremental Term A-1 Loan will be used to finance the acquisition of 100% of the Equity Interests of Fikes Wholesale, Inc. and Group Petroleum Services, Inc.[10] - The Incremental Term A-1 Loan will share ratably in all prepayments with the Initial Term Loan[9] - The Applicable Margin for the Incremental Term A-1 Loan will be based on Pricing Level II until the Calculation Date for the first full fiscal quarter ending after the First Amendment Effective Date[7] Borrowing Process - The Borrower must provide an irrevocable Notice of Borrowing prior to 11:00 a.m. on the First Amendment Effective Date[4] - The Borrower must provide a signed certificate confirming the First Amendment Acquisition will be consummated within three Business Days[30] - The Borrower is required to deliver a Beneficial Ownership Certification at least five Business Days prior to the First Amendment Effective Date[34] Compliance and Covenants - The Borrower must demonstrate compliance with financial covenants based on the most recently completed Test Period[24] - No Default or Event of Default shall exist on the First Amendment Effective Date[28] - The representations and warranties of the Loan Parties must be true and correct in all material respects on the First Amendment Effective Date[36] Legal and Administrative Provisions - The execution and delivery of the Amendment must be within the Borrower's corporate powers and duly authorized[38] - The Borrower confirms and ratifies its obligations under the Loan Documents, ensuring legal and binding commitments[40] - The Borrower acknowledges its payment and reimbursement obligations for reasonable expenses incurred by the Administrative Agent[41] - This Amendment is governed by the laws of the State of New York, ensuring compliance with applicable legal standards[41] - The Amendment may be executed in counterparts, allowing for flexibility in execution among parties[42] - Any provision deemed unenforceable in one jurisdiction will not affect the validity of the remaining provisions[43] - The Amendment is binding on successors and assigns, ensuring continuity of obligations[44] Fees and Payments - Each optional prepayment of the Term Loans must be at least$ 5,000,000 or any whole multiple of $500,000[18] - Facility fees for the Revolving Credit Lenders will accrue at a rate equal to the Applicable Margin on the average daily amount of the Revolving Credit Commitment[19] - The Facility Fees will be payable in arrears on the last Business Day of each calendar quarter starting June 30, 2023[20] Loan Arrangers - The Incremental Term A-1 Loan Arrangers include Wells Fargo Securities, LLC, CoBank, ACB, JPMorgan Chase Bank, N.A., and BMO Capital Markets Corp.[2]