Additionally, on June 4, 2024, the Company and AAG entered into the First Amendment to Credit and Guaranty Agreement (the ?First Amendment?) and the Second Amendment to Credit and Guaranty Agreement (the ?Second Amendment?), each amending the Credit and Guaranty Agreement, dated as of December 4, 2023 (the ?Prior 2023 Credit Agreement? and, as amended by the First Amendment and the Second Amendment, the ?2023 Credit Agreement?), by and among the Company, AAG, the lenders party thereto and Citibank, N.A., as administrative agent. Pursuant to the First Amendment, the Company established a revolving credit facility in an aggregate amount of $890 million (the ?2023 Revolving Facility?).

The 2023 Revolving Facility has a maturity date of June 4, 2029. The 2023 Revolving Facility bears interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 2.00%, 2.25% or 2.50%, depending on AAG?s public corporate rating, or, at the Company?s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by the Company (subject to a floor of 0.00%), plus an applicable margin of 3.00%, 3.25% or 3.50%, depending on AAG?s public corporate rating. Pursuant to the First Amendment, SOFR borrowings under the 2023 Revolving Facility are not subject to a cost spread adjustment.

As a result of the Second Amendment, the initial term loans made pursuant to the Prior 2023 Credit Agreement with a principal amount of $1,100 million (the ?Prior 2023 Term Loans?) were replaced with term loans with a principal amount of $1,100 million (the ?Replacement Term Loans?). The terms of the Replacement Term Loans are substantially similar to the terms of the Prior 2023 Term Loans, however, the Replacement Term Loans bear interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 1.50% per annum or, at the Company?s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by the Company (subject to a floor of 0.00%), plus an applicable margin of 2.50% per annum. Pursuant to the Second Amendment, Replacement Term Loans that are SOFR loans are not subject to a cost spread adjustment.

On June 4, 2024, the Company voluntarily terminated all existing revolving commitments and letter of credit commitments under that certain Credit and Guaranty Agreement, dated as of April 29, 2016 (as amended or amended and restated, the ?April 2016 Credit Agreement?), by and among the Company, AAG, the lenders party thereto and Barclays Bank PLC, as administrative agent (such termination, the ?Revolver Termination?). AAG and the Company had no revolving borrowings, nor any term loans or term loan commitments, outstanding under the April 2016 Credit Agreement immediately prior to giving effect to the Revolver Termination, and as such, the April 2016 Credit Agreement and the related transaction documents referred to therein as the ?Loan Documents? were terminated in full as a result of the Revolver Termination .

Pursuant to such termination, all liens arising out of or related to the Loan Documents were released at the time of the Revolver Termination .