Term Sheet — Second Lien Term Loan Facility
(Exhibit B to Commitment Letter)

Summary

This template is a term sheet for senior bank facilities in an acquisition financing (or second lien term loan facility) and is an exhibit to the commitment letter. This template includes practical guidance, drafting notes, and alternate and optional clauses. If the transaction is a simple refinancing or does not involve an acquisition, this template should be modified to remove references to the "Acquisition" and the "Acquired Business." While this term sheet includes terms that are typical for an acquisition financing, it should be tailored to conform to the terms of your specific transaction. Note that the financial institution acting as lead arranger will generally use its own form commitment letter and term sheet which may have different language and/or additional conditions specific to its form. This template is meant to be used together with the Commitment Letter (Fully Underwritten Commitment) template. This template of a term sheet is for a syndicated U.S. dollar-denominated loan governed by New York law. It assumes a holding company structure with one borrower and includes a second lien term loan facility to be provided on substantially the same terms and conditions (other than as to the economics of the loans and certain other terms and conditional customary for second lien facilities) as the concurrent first lien facility. For a full listing of key content covering finance fundamentals, see Finance Fundamentals Resource Kit. For a full listing of key content regarding commitment letters, see Commitment Papers Resource Kit. For additional resources and general guidance on commitment letters and term sheets, see Commitment Letter and Term Sheet Provisions. For current trends in publicly-filed commitment letters, see Market Trends 2023/24: Commitment Letter Provisions and Market Trends 2023/24: Commitment Letter Term Sheet Provisions. In the case of an acquisition financing, see Market Trends 2022/23: Commitment Letters for Acquisition Financing.