On February 12, 2024, Groupon, Inc. prepaid approximately $43.1 million to terminate all commitments to extend further credit under the Second Amended and Restated Credit Agreement, dated as of May 14, 2019 (as amended by the First Amendment, dated as of July 17, 2020, the Second Amendment, dated as of March 22, 2021, the Third Amendment, dated as of September 28, 2022, the Fourth Amendment, dated as of March 13, 2023 and the Fifth Amendment, dated as of November 7, 2023, collectively, the ?Credit Agreement?) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party to the Credit Agreement. The Payoff Amount included approximately $42.8 million in principal, $0.1 million in interest, and $0.2 million in fees. The Company was not subject to any early termination penalties under the Credit Agreement.

The payment of the Payoff Amount terminated the Company?s obligations under the Credit Agreement, except for ordinary and customary survival terms. In addition, the Company retained access to letters of credit, originally available under the Credit Agreement, pursuant to its pre-existing Cash Collateral Agreement with JPMorgan Chase Bank, N.A. The Company remitted the Payoff Amount using the proceeds from its $80.0 million fully backstopped rights offering (the ?Rights Offering?) made available to all holders of record of the Company?s common stock, par value $0.0001. The terms of the Rights Offering permit the Company to use the proceeds for general corporate purposes, including the repayment of debt.