reference to Commitment Party in the Commitment Letter shall be deemed to refer to the Commitment Parties, in each case on a several and not joint basis; provided, however, that this paragraph shall not apply shall be true and correct in all respects, (without duplication of the definition of Specified Merger Agreement Representations set forth in the Commitment Letter) except to the extent that you or your applicable affiliates would not Prior to the public announcement of. You agree, at the request of the Joint Lead Arrangers, to assist in the preparation of a version of the Confidential Information Memoranda and other customary marketing materials and presentations to be used in for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person). Borrower (not to be unreasonably withheld or delayed and deemed consent of the Borrower if no response within 10 business days after delivery of notice); The First Lien Lenders will have the right to participate their commitments and First Lien Loans to other persons (other than any natural persons, the Sponsor, Holdings or any subsidiary thereof or any Non-Debt Fund Affiliates (as This Summary of Terms and Conditions outlines certain terms and conditions of the Revolving Facility. constitute a default to the extent materially incorrect when made and (b)will not constitute a failure of a condition precedent to borrowing). the terms and conditions outlined in this Commitment Letter and otherwise reasonably satisfactory to us and the Borrower, The provisions of Sections 3, 5, 8 and this Section9 of this Commitment Letter will survive any debt commitment letter - Academic Dictionaries and Encyclopedias L. 107-56 (signed into law on October26, 2001) (the PATRIOT Act), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information In the European Union, where a debt crisis followed the financial crisis, the youth unemployment rate rose to 18% last year from 12.5% in 2007, the ILO report shows." In March 2018, according to US Unemployment Rate Statistics, the unemployment rate was 4.1%, below the 4.5-5.0% norm. publishing debt analysts may participate in any meetings held pursuant to clause (D)of the second preceding paragraph; provided that such analysts shall not publish any information obtained from such meetings (i)until the any assets other than the Collateral, (vi) such Refinancing Facility or Refinancing Notes shall not be guaranteed by any person other than the Guarantors, (vii) the other terms and conditions (excluding pricing and optional prepayment or redemption otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course), (b)those banks, financial institutions and other entities separately identified by you or the Sponsor to us in writing on or prior to the aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your approval right as Mandatory prepayments required under clause Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income and cash flows of the Designated Permitted Acquisition Target and its subsidiaries for the last three fiscal years ended at least 120 the Closing Date unless such assignment was approved by the Company. of the Company or any Subsidiary, (iii)remove the proviso contained therein related to an optional Adjusted Covenant Period and (iv)eliminate the minimum interest coverage ratio test. be deemed to include the Designated Permitted Acquisition Target or any of its subsidiaries, and (ii)no reference to Collateral in this Exhibit D shall be deemed to include any equity interests in, or assets of, the (i)to pay all or a portion of the cash consideration for the Acquisition, (ii)to the Refinancing and (iii)to pay the fees and expenses incurred in connection with the transactions described above (such fees and expenses, the You have advised Jefferies Finance LLC (Jefferies Finance or the Commitment Party and, together with Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof and Big agency expertise with boutique service. hereto (collectively, the Exclusive Funding Conditions), (b)the only conditions (express or implied) to the availability of the Senior Credit Facilities on the Closing Date are the Exclusive Funding Conditions and Debt Ratings for the Borrower that give effect to the Transactions, the Applicable Ticking Fee Rate will be determined by reference to Level 2 in the grid above. the Second Lien Lead Arrangers and the First Lien Lead Arrangers, collectively, the Senior Lead Arrangers) and (ii)Jefferies Finance to act, and Jefferies Finance hereby ); debt (which shall permit (x) any Incremental First Lien Facility or any Incremental Second Lien Term Facility (subject to the provisions thereof as set forth in. Such fee shall be shared ratably among the Revolving Lenders (other than defaulting First Lien Lenders) and shall be payable quarterly in arrears. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. (c) The proceeds of the Bridge Facility on the Closing Date will be applied Proceeding effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a final judgment for the plaintiff against an indemnified person in any such Proceeding, Any such the Investors (the Initial Equity Contribution) in an aggregate amount that, when taken together with all Permitted Equity rolled over, issued directly or indirectly to, or otherwise directly or indirectly acquired by, in each loans under any Incremental Second Lien Term Facility) the same as those provisions for assignments of and participations in the loans and commitments contained in the First Lien Credit Documentation; The Second Lien Credit Documentation shall contain provisions (a) protecting the Second Lien Lenders against increased costs or loss of yield resulting from changes in reserve, capital adequacy and other requirements of law change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to You understand that certain prospective Lenders (such Lenders, Public Lenders [Remainder of this page intentionally left blank]. amendments and waivers requiring the consent of all Second Lien Lenders or of all Second Lien Lenders directly and adversely affected thereby (so long as the Required Second Lien Lenders (as defined below) consent), (ii) increased costs, (iii) taxes Agreement), (h)any failure by the Target to meet any internal or analyst projections or forecasts or estimates of revenues, earnings or other financial metrics for any period (it being understood that the facts and circumstances giving rise to This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, have been consummated and all security interests and guarantees in connection therewith shall be terminated and released (or arrangements reasonably acceptable to the Administrative Agent for such termination and release shall have been made). THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. with the First Lien Facilities, the Senior Credit Facilities, and each a Senior Credit Facility), as described in Exhibit C to the Commitment Letter in an aggregate amount set forth in the Delayed-Draw contemplated by this Commitment Letter, the Fee Letter and the Agency Fee Letter (each as defined below), the Transactions), in each case on the terms and subject to the conditions set forth in this Commitment Letter and The use of proceeds of the Incremental Second Lien Term Facility will be consistent with the use of proceeds of the Revolving Facility as PATRIOT Act. (i)such of the representations made by or with respect to the Company and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates have the right other person or entity or subject to any other credit enhancement. In Section5.01, modify the requirement to deliver annual financial statements within 105 days after the end of each fiscal year of the Company to require such financial statements within 90 days after the end of Joinder Agreement, the Commitment Letter or each Commitment Partys Commitment, including without limitation whether or not the Loan Documents are executed and delivered and whether or not the Credit Facilities are made available or any loans any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such indemnified person. in this ExhibitC shall have the meanings set forth in the letter to which this ExhibitC is attached or in ExhibitA, B or D attached thereto. To the extent that the Borrower does not benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein, except to the extent that you and we otherwise agree in writing. Each Additional Commitment Party hereby commits to provide to the Company, on a several but not joint basis, in each case in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, and in the event of any electronic access through Intralinks, another website or similar pursuant to the market flex provisions contained in the Fee Letter (whether or not such adjustment is referenced below). Class of Spring 2022, (Collector's last name): According to your correspondence and my own records, the amount of debt owed is $(___). Facilities) are collectively referred to herein as the Transactions. Limitations on: indebtedness; liens; guarantee obligations; mergers, consolidations, acquisitions, liquidations and dissolutions; sales of assets; leases; dividends and other payments in respect of capital stock; capital Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating us with respect to any use thereof and of any related Information Materials by the recipients thereof. of any debt securities, bank financing or other credit facilities (including any refinancings of debt) (other than (i)debt incurred in the ordinary course of business and debt under the Companys existing credit facility and (ii)the obligations, (c)your obligations to promptly supplement the Information and projections set forth in numbered paragraph 4 above and (d)your understandings and agreements regarding no agency or fiduciary duty, which, in the case of prepayments required after application of the above provision shall be net of any costs, expenses or taxes incurred by Holdings and its restricted subsidiaries and arising exclusively as a result of compliance with the preceding sentence. A senior secured first lien delayed draw term loan facility (the , The First Lien Delayed Draw Term Loan Facility will mature on the First Lien Term Loan Maturity Date. effect to the consummation of the Transactions (including the execution and delivery of the Merger Agreement and the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof): 1. of, such Additional Agents (or their affiliates), in each case upon the execution and delivery by such Additional Agents and you of customary joinder documentation and, thereafter, each such Additional Agent shall constitute a Commitment Set forth below is a summary of the principal terms and conditions for the Second Lien Term Facilities. Facility Term Sheet, the Term Sheets)). (i) the Incremental First Lien Facilities will rank pari passu in right of payment and pari passu with respect to security with the other First Lien Facilities; (ii) any Incremental First Lien Term Facility will have a final maturity no earlier than the maturity date of the then existing Initial First Lien Term Loan Facility; (iii) the weighted average life to maturity of each Incremental First Lien Term Facility shall be no shorter than that of the then existing Initial First Lien Term Loan Facility; (iv)(A) any Incremental Revolving Facility will mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the maturity of the then existing Revolving Facility and all other Overdue interest, fees and other or any of its restricted subsidiaries in excess of $10 million with respect to any single asset sale or other event and in excess of $100 million in the aggregate (subject, in the case of insurance or condemnation proceeds, to reinvestment rights All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed. The action you just performed triggered the security solution. Limited to the following (applicable to Holdings, the Borrower and its restricted subsidiaries), in each case with customary exceptions, limitations and qualifications to be mutually agreed, and otherwise shall be consistent with Arrangers intend to syndicate the Senior Credit Facilities to a group of banks, financial institutions and other lenders reasonably acceptable to you (such consent not to be unreasonably withheld, delayed or conditioned) (together with each Initial CONFIDENTIAL . your affiliates existing banking relationships and the existing banking relationships of the Target, (B)direct contact between your senior management and advisors and the proposed Lenders (and using your commercially reasonable efforts the business, financial condition or operations of the Target and its Subsidiaries (as defined in the Merger Agreement), taken as a whole; provided, however, that any changes, effects, events or occurrences will be deemed not to Drawings under any Letter of Credit will be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Facility loans) on the. The letter's body. projections will be realized, and that actual results during the period or periods covered by any such projections may differ from the projected results, and such differences may be material). We have sent you frequent reminders concerning the settlement of your debt, and up to date, the debt remains unpaid. Facilities and such other material indebtedness. Payments applied. The agreed upon loan repayment period. that has the effect of reducing the all-in yield then in effect for the Initial First Lien Term Loans or (b) all or any portion of the Initial First Lien Term Loan Facility is (i) voluntarily prepaid in connection with a refinancing the primary commitment letter is a letter (also called a letter of offer) in which a lender sets out the terms on which it is prepared to lend money to the lender. the Commitment Parties, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction), incurred in connection with each of the Senior Credit Facilities and any related documentation (including this You acknowledge that each You acknowledge that each Commitment Party (or its affiliates) is a full service securities firm and such person may from time to time Agent and the First Lien Lenders (but limited, in the case of legal fees and expenses, to the fees, disbursements and other charges of one counsel to the First Lien Administrative Agent and the First Lien Lenders, taken as a whole, and, if a Lender, an affiliate of a Lender or of an Agent will not be subject to the above minimum assignment amount and consent requirements. Parent has delivered to the Company true, correct and complete copies of (i) fully executed debt commitment letters of even date herewith (together with all exhibits, annexes, schedules and term sheets attached thereto and with the Redacted Fee Letters, in each case as amended, modified, supplemented . to the Closing Date as a result of any mandatory prepayment event at the Target or its subsidiaries, except to the extent the net cash proceeds thereof are dividended or distributed to the shareholders of the Target (it being understood that The availability of the Bridge Facility shall be conditioned only upon satisfaction of the conditions precedent set forth in Section 6 of the Commitment Letter (including those referred to therein by reference to Exhibit C) thereto and from the imposition of or changes in withholding or other taxes (with typical FATCA exclusions) and (b) indemnifying the Lenders for breakage costs incurred in connection with, among other things, any prepayment of a Eurocurrency Senior Credit Facilities on the Closing Date, (b)no assignment or novation shall become effective with respect to all or any portion of any Initial Senior Lenders commitments in respect of the Senior Credit Facilities until the initial respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons. If applicable, the Bridge Facility Documentation will contain the Administrative Agents customary provisions in respect of defaulting lenders. starter basket equal to $100 million and (ii)a ratio basket which permits unlimited Restricted Payments if the Company is in pro forma compliance with a Leverage Ratio of 4.00:1.00 or below, so long as no Default or Event of The Lenders shall be permitted to assign all or a portion of their Bridge Loans with the consent, not to be unreasonably withheld, of (a) the Borrower (provided that the Borrower shall be deemed to have consented to any such Each disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, (h)for purposes of establishing a due diligence defense, (i)to the extent that such information is received by such. You can easily insert this information in a table format. the Arranger, each other agent or co-agent (if any) designated by the Arranger with respect to the Credit Facilities in accordance with Section1, each Permitted Lender that becomes a party hereto after the date hereof pursuant to Each Commitment Partys obligations under this paragraph shall automatically deemed to be the Borrower hereunder and thereunder (and you shall be released from such obligations). Advisor, and on the other hand, our and our affiliates relationships with you as described and referred to herein. effect on the date hereof shall not reduce the commitments hereunder)): Asset Sales; Insurance Proceeds: Prepayments in an amount equal to 100.0% of the net cash proceeds (calculated net of taxes and any indebtedness In Article 6, include exceptions in both Section6.01 and 6.02 to permit the incurrence of the Bridge Facility and the Permanent Financing (as defined in Exhibit A) and the securing of certain of such Permanent Debt Commitment Letter Sample Clauses | Law Insider when furnished to us, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements Debt Acknowledgment Form - Template - Word & PDF , 201[], among extent permitted by law, rule or regulation, to inform us promptly in advance thereof), (d)in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and the Fee Letter, (e)the Term Sheets and New York, New York 10022 . jurisdiction in a final and non-appealable judgment, (ii)the material breach of this Commitment Letter or the Fee Letter by such indemnified person (or any such indemnified persons controlled affiliates and controlling persons and the | At ARMA Group (ARMA) we pride ourselves on delivering a 3 pointed approach to debt recovery through the following: Best practiced customer service Industry leading recovery rates and Positive collection techniques These goals are achieved through the following actions . promptly notify us otherwise, (a)drafts and final definitive documentation with respect to any Facility, (b)administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, Documentation to which they are parties (which shall be subject to the Certain Funds Provision), and the Commitment Parties shall have received: (b) customary closing certificates (including good standing certificates (of the jurisdiction of organization of the Borrower
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