Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on July 25, 2016. The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “Tender Offer”) and, if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).

Appears in 1 contract

Sources: Additional Initial Lender Agreement (Aspen Merger Sub, Inc.)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 5:00 p.m., New York City time, on July 25January 27, 20162017. The Initial Lenders’ PNC’s commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the Termination Date (as defined in the Merger Agreement as in effect 5:00 p.m., New York City time, on the date hereofMay 1, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities2017, then this Commitment Letter and the Initial Lenders’ PNC’s commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we each of us shall, in our discretion, agree to an extension. We are pleased to have been given For the opportunity to assist you in connection with avoidance of doubt, each of the financing for the Acquired Business Merger. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇parties hereto acknowledges and agrees that obligations of ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director hereunder is subject to the approval of the Bankruptcy Court. Sincerely, PNC BANK, NATIONAL ASSOCIATION, as an Administrator By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director BySenior Vice President Accepted and agreed to as of the date first above written: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend VP & Treasurer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: VP & Treasurer Disclaimer: This preliminary summary of terms (“Term Sheet”) is not intended to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase define all of the shares of common stock terms and conditions of the Target amendments and other transactions described herein. Such terms and conditions will be contained in the final documentation executed by the parties to any such amendments or other transactions, and such documentation will supersede this Term Sheet. Closing of the amendments and other transactions described herein is subject to bankruptcy court approval and the execution and delivery of definitive documentation in form and substance satisfactory to PNC Bank, N.A. (the Tender OfferPNC”) and, if such shares are accepted for purchase pursuant to the terms and PNC Capital Markets LLC (“PNCCM”) as well as satisfaction of each of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”)other conditions precedent set forth in this Term Sheet.

Appears in 1 contract

Sources: Receivables Purchase Facility Commitment Letter (Peabody Energy Corp)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with youagreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed the Lead Arrangers (or their designees) counterparts hereof and of the Fee Letter executed by you not later than 11:59 p.m., New York City time, on July 25, 2016the fifth business day following the date of this Commitment Letter. The Initial Lenders’ Commitment Party’s commitments hereunder, hereunder and our agreements to perform the services described herein, contained herein will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have the Commitment Party (or its designees) has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does Financing Conditions are not occur satisfied or waived on or before prior to the date that is ten (10) business days after the Termination Date (as defined in the Merger Acquisition Agreement as in effect on as of the date hereof) or, as such date may be extended pursuant to the first proviso to Section 7.2(aif earlier, (a) of the Merger Agreement in effect on the date hereof on which you notify us in writing that the Acquisition Agreement has terminated in accordance with its terms and/or (but in no event later than December 16, 2016)), (iib) the Merger Agreement is terminated without date of the consummation of the Acquired Business Merger Acquisition (but not, for the avoidance of doubt, prior to the consummation thereof) with or (iii) the closing of the Acquired Business Merger without the use funding or effectiveness of the Facilities, then this Commitment Letter and the Initial Lenders’ commitments hereunderand undertakings of each Commitment Party hereunder will automatically terminate, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shallsuch Commitment Party, in our its discretion, agree agrees to an extension. The termination of any commitment pursuant to this paragraph will not prejudice your or our rights and remedies in respect of any breach or repudiation of the Commitment Papers. We are pleased to have been given the this opportunity and we look forward to assist working with you in connection with the financing for the Acquired Business Mergeron this transaction. Very truly yours, By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to Project Catapult Commitment Letter] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory Managing Director Accepted and agreed to as of the date first written above: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ Treasurer “Transaction Description”1 It is intended that: (a) The Buyer, which will be formed at the direction of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target Park II Acquisition Corp. (the “Tender OfferSPAC”), will, directly or indirectly, acquire (the “Acquisition”) and, if such shares are accepted for purchase the Acquired Business pursuant to the terms Agreement and Plan of Merger, between the Buyer, the SPAC, Advantage Solutions Inc. and Karman Topco, L.P. (including all schedules, annexes and exhibits thereto, and as amended or modified from time to time in a manner that would not result in a failure of the Merger Agreement and condition precedent set forth in paragraph 1 of the Tender OfferConditions Annex, such purchase will occur on the Closing Date prior to “Acquisition Agreement”); (b) The SPAC, the Sponsors, members of management of the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates other equity investors (collectively, the “SponsorInvestors”) will, directly or indirectly, contribute to the Buyer (or a direct or indirect parent of the Buyer) cash and/or rollover equity in exchange for common or preferred equity constituting Disqualified Equity Interests (as defined in the First Lien Documents) of the Borrower (or such direct or indirect parent), which, with respect to any preferred equity of the Borrower, if any, will be on terms reasonably acceptable to the Lead Arrangers (the “Equity Contribution”). Any such parent will contribute, or cause to be contributed, all such cash and equity to the Borrower immediately after the initial funding of the Facilities and the consummation of the merger. The aggregate amount of the Equity Contribution will represent not less than 35% (the “Minimum Equity Contribution”) of the sum of (i) the aggregate principal amount of the loans funded under the ABL Facility on the Closing Date, other than letters of credit and amounts borrowed to cash collateralize letters of credit, to fund any OID or fees pursuant to the “market flex” provisions of the Fee Letter or to fund working capital, (ii) the aggregate principal amount of the term loans borrowed under the First Lien Term Facility on the Closing Date (and the gross cash proceeds of any debt securities issued by the Borrower on or prior to the Acquisition Date in lieu of the First Lien Term Facility), and (iii) the amount of such cash and fair market value of rollover equity contributed, in each case, on the Closing Date; provided that the amount of any First Lien Flex Increase (as defined in the Fee Letter) will be excluded; (c) The Borrower will: • obtain $400 million (or such lower amount as the Borrower may request) in commitments under a senior secured asset-based credit facility (the “ABL Facility”) having the terms materially consistent with those set forth in the Summary of Principal Terms and Conditions attached to this Commitment Letter as Exhibit B, including the terms of Exhibits C, D and F incorporated therein (the “ABL Term Sheet”); • obtain $2,100 million (or such lower amount as the Borrower may request and as such amount may be increased pursuant to a First Lien Flex Increase (as defined in the Fee Letter)) in aggregate principal amount of senior secured term loans (the “First Lien Term Facility”), having terms materially consistent with those set forth on the term sheet attached to the Commitment Letter as Exhibit C, including the terms of Exhibits B, D and F incorporated therein (the “First Lien Term Sheet” and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively together with the SponsorABL Term Sheet, and the Financing Conditions set forth as Exhibit F and the Certain Definitions set forth as Exhibit E, the “InvestorsTerm Sheets” and each, a “Term Sheet); provided that the 1 All capitalized terms used but not defined in this exhibit have the meanings given to them in the Commitment Letter to which this exhibit is attached, including the other exhibits thereto. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in this exhibit is determined by reference to the context in which it is used. aggregate principal amount of the First Lien Term Loans to be funded on the Acquisition Date shall be reduced on a dollar-for-dollar basis by the gross cash proceeds of any debt securities issued by the Borrower on or prior to the Acquisition Date, which gross cash proceeds are available to consummate the Transactions on the Acquisition Date (a “First Lien Term Loan Decrease”); and (d) The proceeds of the Equity Contribution, the initial borrowing under the ABL Facility (if any), the initial borrowing under the First Lien Term Facility and cash on hand at the Company and its subsidiaries on the Closing Date will be applied on the Closing Date to: (i) finance the repayment of debt of the Acquired Business (and termination of commitments thereunder and release of all guarantees, liens and security interests related thereto) with respect to which the Acquisition Agreement requires the delivery of a payoff letter (the “Refinancing”); and (ii) pay fees, costs and expenses related to the Transactions (such fees, costs and expenses, the “Transaction Costs”) and make such other payments as are contemplated on the Term Sheets.

Appears in 1 contract

Sources: Merger Agreement (Conyers Park II Acquisition Corp.)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on July 25May 25June 7, 20162023. The Initial Lenders’ commitments Each Commitment Party’s commitment hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before July 24, 2023 (the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016“Outside Date”)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities, then this Commitment Letter and the Initial Lenders’ each Commitment Party’s commitment hereunder (including its commitments hereunderwith respect to any Remaining Commitments and any Extended Term Loan Commitments), and our agreements to perform the services described herein, shall automatically terminate with respect to the Term Facility (and, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. We In the event that Term Loans are pleased funded on the Closing Date in a principal amount equal to have been given or greater than the opportunity to assist you in connection with Minimum Funding Amount but less than $665.0 million, the financing for portion of the Acquired Business Merger. Very truly yoursCommitments (other than the Extended Term Loan Commitments, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant which shall stay outstanding to the Merger Agreementextent the Closing Date occurs, Redwood Merger Sub will to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be merged with and into Redwood, with Redwood surviving such merger subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as a direct or indirect wholly-owned subsidiary defined in the Term Facility Term Sheet) (the portion of Redwood Holdings. Prior to the Commitments (other than the Extended Term Loan Commitments) not so funded on the Closing Date, Coin Merger Sub the “Remaining Commitments”). Transaction Description1 It is intended that: 1. the SPV Borrower will commence a tender offer obtain the senior secured term loan facility described in the Term Facility Term Sheet in an aggregate principal amount of up to purchase all of the shares of common stock of the Target $665.0 million (the “Tender Offer”) andTerm Facility” and the term loans thereunder, as increased by the funding of Incremental Facilities (as defined in Exhibit B), if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offerany, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such businesssame terms, the “Acquired BusinessTerm Loans”); 2. Redwood Holdings will be controlled by investment funds, or affiliates substantially concurrently with the making of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectivelythe Term Loans, the SPV Borrower, in its capacity as lender under the New Pari 1L Refinancing Loans, will make new loans, that are pari passu in right of payment and with respect to security to the obligations under the Existing Credit Agreement (as defined in the Term Facility Term Sheet), with 100% of the net proceeds of the Term Loans to Sabre GLBL Inc. (the SponsorNew Pari 1L Borrower”) and, at as described in the Sponsor’s election, certain co-investors arranged or designated by the Sponsor New Pari 1L Term Sheet (collectively with the Sponsor, the “InvestorsNew Pari 1L Refinancing Loans”).; and

Appears in 1 contract

Sources: Commitment Letter (Sabre Corp)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with youagreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter thereof not later than 11:59 p.m., New York City time, on July 25February 12, 20162024. The Initial LendersCommitment Parties’ commitments hereunder, hereunder and our agreements to perform the services described herein, contained herein will expire automatically and without further action or notice and without further obligation to you at such time in the event that we the Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (ix) the Closing Date does initial borrowings in respect of the Incremental Term Loan Facility do not occur on or before 11:59 p.m., New York City time, on the Termination date that is on or prior to five business days after the Outside Date (as defined in the Merger Acquisition Agreement as in effect on the date hereofhereof and after giving effect to any extensions thereof up to November 12, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)2024), (iiy) the Merger transactions contemplated by the Acquisition Agreement is are consummated without use of the Incremental Term Loan Facility or (z) the Acquisition Agreement has been validly terminated without prior to the consummation of the Acquired Business Merger or (iii) transactions contemplated by the closing of the Acquired Business Merger without the use of the FacilitiesAcquisition Agreement, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform undertakings of the services described herein, Commitment Parties hereunder shall automatically terminate without further action or notice and without further obligation to you notice, unless we the Commitment Parties shall, in our their sole discretion, agree to an extensionextension in writing. Notwithstanding anything in this paragraph to the contrary, the termination of any commitment pursuant to this paragraph does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter. This Commitment Letter replaces and supersedes in its entirety that certain commitment letter, dated January 12, 2024 (the “Original Commitment Letter”), by and between you and SPC. The parties acknowledge and agree that the Original Commitment Letter is superseded hereby in its entirety by this Commitment Letter and is of no force and effect. We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business MergerIncremental Term Loan Facility contemplated hereby. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: SILVER POINT FINANCE, LLC By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory FORTRESS CREDIT CORP., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory Accepted and agreed to as of the date first above written: Ozark Holdings LLC By /s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ParentChief Financial Officer Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attached or in the Commitment Letter. In the case of any such capitalized term that is subject to multiple and differing definitions, Redwood Merger Sub the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. The Borrower has entered into that certain Agreement and Coin Merger Sub intend Plan of Merger, dated as of February 12, 2024 (together with all exhibits, schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to enter into or waived, the Merger Agreement “Acquisition Agreement”), with Whole Earth Brands, Inc., a Delaware corporation (the Target” and, together with its subsidiaries, the “Target Companies”). Pursuant to the Merger Acquisition Agreement, Redwood Merger Sub a wholly owned subsidiary of the Borrower will be merged merge with and into Redwoodthe Target (the “Merger”), with Redwood the Target surviving such merger as a direct or indirect wholly-wholly owned subsidiary of Redwood Holdingsthe Borrower. Prior to As a result of the Closing DateMerger, Coin Merger Sub the Borrower will commence a tender offer to purchase acquire all of the outstanding equity interests of the Target (the “Acquisition”), other than the shares of common stock of the Target currently owned by Sababa Holdings FREE LLC, (“Sababa Holdings FREE”) and Marpet Capital, LLC (“Marpet Capital”), affiliates of the Borrower, which shares will be contributed to the Borrower in a series of transactions, as described below. In connection with the foregoing, it is intended that: a) The Borrower will obtain a senior secured first lien term loan facility (the “Tender OfferIncremental Term Loan Facility”) and, if such shares are accepted for purchase pursuant described in Exhibit B to the terms Commitment Letter in an aggregate principal amount of $375.0 million, which will be provided under the Credit Agreement. b) Each of Sababa Holdings FREE and Marpet Capital will contribute the shares of common stock of the Merger Agreement Target currently held by it to Sababa Partners II LLC (“SP II”). SP II will form Sweet Oak Holdings LP, a Delaware limited partnership (“Newco”), and will contribute to Newco (i) the Tender Offershares of common stock of the Target received by SP II from Sababa Holdings FREE and Marpet Capital and (ii) all of the equity interests in Holdings currently held by SP II. c) Rhône Capital VI L.P. will, directly or indirectly through its affiliates or affiliated funds, make a cash equity contribution to Newco, which in turn will (i) make a cash equity contribution to Holdings (with all contributions to Holdings to be in the form of common equity; provided that any such purchase will occur contributions in a form other than common equity shall be reasonably satisfactory to the Commitment Parties) in an aggregate amount equal to $300.0 million (or such lesser amount (but not less than $275.0 million), so long as (x) cash on hand of the Borrower as of the Closing Date prior to the Acquired Business Merger. After (after giving effect to the Transactions) is not less than $35.0 million, Redwood will own (y) the movie Consolidated Leverage Ratio (as defined in the Credit Agreement) shall not exceed 4.10:1.00 as determined on a Pro Forma Basis after giving effect to the Transactions and video game rental self-service kiosk business (z) Consolidated EBITDA (as defined in the Credit Agreement) shall be equal to or greater than $167.0 million as determined on a Pro Forma Basis as of the Closing Date after giving effect to the Transactions (it being agreed that for purposes of calculating Consolidated EBITDA, the aggregate amount of synergies and other adjustments pursuant to clause (vi) of the definition thereof shall not exceed $21.5 million in the aggregate, with the requirements of this parenthetical being referred to herein as the “Minimum Equity Reduction Conditions”)) (the “Minimum Equity Contribution”) and (ii) contribute to Holdings the shares of common stock of the Target received by Newco from SP II. d) Holdings will (such businessi) make a cash equity contribution to the Borrower in an aggregate amount equal to at least the Minimum Equity Contribution and (ii) contribute to the Borrower the shares of common stock of the Target received by Holdings from Newco; provided that, on the Closing Date, after giving effect to the transactions contemplated hereby, SP II shall, directly or indirectly, beneficially own at least a majority of the outstanding voting interests of Holdings. e) Immediately after giving effect to the Acquisition, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than contingent obligations not then due and payable and that by their terms survive the termination of the Existing Company Credit Agreement (as defined below)] under that certain Amended and Restated Loan Agreement, dated as of February 5, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Acquired BusinessExisting Company Credit Agreement”), by and among the Target, the guarantors party thereto, the financial institutions party thereto and Toronto Dominion (Texas) LLC as administrative agent, will be repaid in full in connection with the other Transactions and all commitments to extend credit under the Existing Company Credit Agreement will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (the foregoing transactions, the “Refinancing”). Redwood Holdings The Proceeds of the Incremental Term Loan Facility and cash on hand at the Borrower and its subsidiaries on the Closing Date will be controlled by investment fundsapplied to pay (i) the cash portion of the consideration payable to the Target’s shareholders pursuant to the Acquisition Agreement, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectivelyii) the fees and expenses incurred in connection with the Transactions (such fees and expenses, the “SponsorTransaction Costs”) and (iii) for the Refinancing. The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”. Subject in all respect to the Certain Funds Provisions, the availability of the Incremental Term Loan Facility shall be subject solely to the satisfaction or waiver by the Commitment Parties of the following conditions precedent. Capitalized terms used but not defined in this Exhibit C shall have the respective meanings set forth in the Commitment Letter to which this Exhibit C is attached, including any other exhibits or attachments thereto. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit C shall be determined by reference to the context in which it is used. 1. With respect to the Incremental Term Loan Facility, the execution and delivery by Holdings, the Borrower and the Guarantors of the Incremental Facilities Documentation consistent with the Commitment Letter and the Term Sheet shall have occurred. 2. The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under the Incremental Term Loan Facility, in all material respects in accordance with the terms of the Acquisition Agreement. No provision of the Acquisition Agreement shall have been amended or waived, nor shall any consent have been given, by the Borrower or any of its affiliates in a manner materially adverse to the Initial Incremental Lenders (in their capacity as such) without the consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned); provided, further, that (a) any reduction in the purchase price (or amendment to the Acquisition Agreement related thereto) in connection with the Acquisition shall not be deemed to be materially adverse to the interests of the Initial Incremental Lenders and the Commitment Parties to the extent it is applied (x) first, to reduce the Equity Contribution to be an amount no less than the Minimum Equity Contribution and (y) thereafter, to reduce the Equity Contribution and the amount of the commitments in respect of the Incremental Term Loan Facility, on a pro rata basis, (b) any increase in the purchase price shall not be deemed to be materially adverse to the interests of the Initial Incremental Lenders and the Commitment Parties if such increase is funded with an increase in the Equity Contribution and (c) any change to the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on the date hereof) shall be deemed materially adverse to the Initial Incremental Lenders and the Commitment Parties and shall require the consent of the Lead Arrangers (not to be unreasonably withheld, delayed, denied or conditioned). 3. The Equity Contribution shall have been consummated, or on the Closing Date substantially concurrently with the initial borrowing under the Incremental Term Loan Facility, shall be consummated, in an amount not less than the Minimum Equity Contribution (as such amount may be modified pursuant to condition paragraph 2 above). If the Minimum Equity Contribution shall be less than $300.0 million (but, for the avoidance of doubt, not less than $275.0 million), the Borrower shall deliver an officer’s certificate with calculations in reasonable detail demonstrating that the Minimum Equity Reduction Conditions are satisfied. 4. The Initial Incremental Lenders shall have received copies of: (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target Companies (i) for the fiscal years ending December 31, 2021 and December 31, 2022 and (ii) for the most recently completed fiscal year (but only to the extent the Closing Date is more than 90 days after such fiscal year end) and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target Companies (i) for fiscal quarter ended September 30, 2023 and (ii) for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year but only to the extent the Closing Date is more than 45 days after such fiscal quarter end). The Initial Incremental Lenders hereby acknowledge that (x) they have received the financial statements described in clauses (a)(i) and (b)(i) above and (y) the obligation to deliver the foregoing shall only apply to publicly available information. 5. The Borrower shall provide the Commitment Parties with a customary pro forma unaudited consolidated balance sheet and related pro forma unaudited consolidated statement of operations of the Borrower and its restricted subsidiaries as of and for periods necessary to create a consolidated pro forma statement of operations for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s fiscal year) prior to the Closing Date, prepared in good faith after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). 6. The Administrative Agent and the Commitment Parties shall have received the following (the “Closing Deliverables”): (a) customary legal opinions of counsel to the Borrower and the Guarantors and the Target and the Target Companies that become Guarantors on the Closing Date (limited, in the case of local counsel, to local counsel to the Target and Target Companies that become Guarantors on the Closing Date, as applicable), (b) customary evidence of authority, (c) a customary secretary’s certificate, (d) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Borrower and the Target and the Target Companies that become Guarantors on the Closing Date, (e) a solvency certificate (substantially in the form of Exhibit F attached to the Credit Agreement), (f) a customary borrowing notice at least three (3) business days prior to the Closing Date and (g) a customary reaffirmation agreement executed by the Borrower and the existing Guarantors. 7. To the extent required by the Incremental Facilities Documentation and subject to the Certain Funds Provision, all documents and instruments required to create the guarantees to be granted by the Target and the Target Companies, and to create and perfect the Administrative Agent’s security interests in the Collateral to be granted by the Target and the Target Companies shall have been executed and delivered and, at if applicable, be in proper form for filing; provided that any such documents and instruments with respect to any such Target Companies that are Foreign Subsidiaries may be delivered on or prior to the Sponsor’s election, certain co-investors arranged date that is thirty (30) business days after the Closing Date (or designated such later date as may be agreed by the Sponsor (collectively with the Sponsor, the “Investors”Commitment Parties). 8. The Commitment Parties shall have received at least two (2) business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and applicable anti-money laundering rules and regulations (including the PATRIOT Act) that has been reasonably requested by the Commitment Parties in writing at least ten (10) business days prior to the Closing Date. At least two (2) business days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, then the Borrower shall have delivered to the Administrative Agent and the Commitment Parties a certification in relation to the Borrower regarding individual beneficial ownership solely to the extent required by the Beneficial Ownership Regulation. 9. All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) business days prior to the Closing Date (except as otherwise reasonably agreed by

Appears in 1 contract

Sources: Incremental Term Loan Facility Commitment Letter (Franklin Martin E)

Acceptance and Termination. If This Commitment Letter will be of no force and effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the foregoing correctly sets forth our agreement Company and, as so accepted and agreed to, received by Bank of America by 11:59 p.m. (Central time) on June 9, 2017, together with youthe Fee Letters as duly authorized, please indicate your acceptance executed and delivered by the Company, provided that the Lead Arranger Fee Letter shall only be delivered to BofA and the Regions Fee Letter shall only be delivered to Regions. The commitment of each Commitment Party under this Commitment Letter, if accepted and agreed to by the Company as provided in the immediately preceding sentence, will terminate (unless the Closing Date occurs on or prior thereto) upon the earliest of (i) 5:00 p.m. on July 31, 2017 (the “Stated Commitment Termination Date”); provided that upon the written request of the Company to the Commitment Parties made prior to the occurrence of the Stated Commitment Termination Date (which written request may only be made once), the Stated Commitment Termination Date may, at the sole discretion of the Company (but subject to the terms of and conditions set forth in this Commitment Letter and of the Fee Letter by returning Letters), be extended to us executed counterparts hereof and of the Fee Letter a time not later than 11:59 p.m.5:00 p.m. on October 31, New York City 2017 (such later time, on July 25, 2016. The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the “Extended Commitment Termination Date (as defined in the Merger Agreement as in effect on the date hereof, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)Date”), (ii) the Merger Agreement is terminated closing of the Acquisition without the consummation closing of the Acquired Business Merger Credit Facility, or (iii) after delivery of a fully executed and effective Acquisition Agreement, the closing termination or expiration of the Acquired Business Merger without Acquisition Agreement; provided that the use termination of the Facilities, then any commitment or this Commitment Letter pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter that occurred prior to any such termination. If the Initial Lenders’ commitments hereunderCompany accepts and agrees to the foregoing, please so indicate by executing and our agreements returning the enclosed copy of this letter to perform Bank of America, together with the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extensionFee Letters. We are pleased look forward to have been given the opportunity continuing to assist work with you in connection with the financing for the Acquired Business Mergerto complete this transaction. Very truly yours, By: /s/ ▇▇A▇▇▇ ▇▇▇▇ Name: ▇▇A▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇A▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇A▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “Tender Offer”) and, if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).Director

Appears in 1 contract

Sources: Senior Secured Loan Facility (Freds Inc)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your Dealer waives notice of Ford's acceptance of this Agreement and agrees that it shall be deemed accepted by Ford at the terms of this Commitment Letter time Ford shall first sell Merchandise to Dealer on an installment basis. This agreement shall be binding on Dealer and of the Fee Letter by returning to us executed counterparts hereof Ford and of the Fee Letter not later than 11:59 p.m., New York City time, on July 25, 2016. The Initial Lenders’ commitments hereunder, their respective successors and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the Termination Date (as defined in the Merger Agreement as in effect on assignees from the date hereofthereof until terminated by receipt of a written notice by either party from the other, as except that any such date may be extended pursuant termination shall not relieve either party from any obligation incurred prior to the first proviso to Section 7.2(aeffective date thereof. Witness or Attest: SHAKERS, INC. ----------------------------------- (DEALER'S EXACT BUSINESS NAME) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, By: Secretary /s/ [▇▇▇▇ ▇▇▇▇▇ Name▇▇] By: /s/ [Signature] Title President ------------------------------- ------------------- ----------- POWER OF ATTORNEY FOR WHOLESALE INSTALLMENT SALE CONTRACT KNOW ALL MEN BY THESE PRESENTS: That the undersigned dealer does hereby make, constitute and appoint ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ . ▇▇▇▇▇▇▇, ▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, all of Dearborn, Michigan and each of them and any other officer or employee of Ford Motor Company, a Delaware corporation in Dearborn, Michigan, its true and lawful attorneys with full power of substitution, for and in its name, stead and behalf, to prepare, make, execute, acknowledge and deliver to Ford Motor Company from time to time installment sale contracts and other title retention or security instruments necessary or appropriate in connection with the installment sale by Ford Motor Company of merchandise to the undersigned dealer and generally to perform all acts and to do all things necessary or appropriate in discharge of the power hereby conferred, including the making of affidavits and the acknowledging of instruments, as fully done by the undersigned dealer, and each of the said attorneys hereby is further authorized and empowered in the discharge of the power hereby conferred to execute any instruments by means of either a manual, imprinted or other facsimile signature or by completing a printed form to which an imprinted or other facsimile signature is then affixed. This Power of Attorney is executed by the undersigned dealer to induce Ford Motor Company to sell on an installment basis merchandise to be acquired by the undersigned dealer and recognizes that documents evidencing such sales are produced at places other than the undersigned dealer's place of business, and that it is impractical for the undersigned dealer to execute the installment sale contract and other title retention or security instruments necessary or appropriate in connection with such sales without unduly delaying the delivery of such merchandise to the undersigned dealer. Accordingly, this Power of Attorney may be revoked by the undersigned dealer only by notice in writing addressed to Ford Motor Company, Dearborn, Michigan by registered mail, return receipt requested, stating an effective date on or after the receipt thereof by Ford Motor Company. Dated this 28 day of November, 1990 Witness or Attest: SHAKERS, INC. ----------------------------------- (DEALER'S EXACT BUSINESS NAME) Secretary /s/ [▇▇▇Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory ] By: /s/ [Signature] Title President ------------------------------- ------------------- ----------- State of Connecticut ss. County of New Haven On this 28 day of November, 1990, before me, the undersigned Notary Public, personally appeared ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco(PERSON SIGNING FOR DEALER) who acknowledged himself to be the President (TITLE) of Shakers, LLCInc. (DEALER'S NAME), its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all grantor of the shares foregoing Power of common stock Attorney, and that he, being authorized so to do, executed the foregoing Power of Attorney for the purposes therein contained, by signing the name of the Target (said grantor by himself in the “Tender Offer”) and, if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”)capacity indicated.

Appears in 1 contract

Sources: Automotive Wholesale Installment Sale and Security Agreement (Hometown Auto Retailers Inc)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 5:00 p.m., New York City time, on July 25March 13, 2016. The Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the Termination Outside Date (as defined in the Merger Agreement as in effect on the date hereof, as such date may be extended pursuant to the first proviso to Section 7.2(a7.01(b)(i) of the Merger Agreement in effect on the date hereof (but in no any event not extended pursuant to such proviso later than December 16August 4, 2016)), (ii) the Merger Agreement is validly terminated in accordance with its terms without the consummation of the Acquired Business Merger having occurred or (iii) the closing of the Acquired Business Merger (x) in the case of the Senior Facility, without entering into the Senior Facility or (y) in the case of the Senior Secured Bridge Facility, without the use of the FacilitiesSenior Secured Bridge Facility, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, BARCLAYS BANK PLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director ROYAL BANK OF CANADA By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: MANAGING DIRECTOR HEAD OF GLOBAL LEVERAGED FINANCE By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Aspen Merger Sub, Inc., its sole member ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Accepted and agreed to as of the date first above written: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub Transaction Description2 Holdings and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “Tender Offer”) and, if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such business, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).

Appears in 1 contract

Sources: Additional Initial Lender Agreement (Pomegranate Merger Sub, Inc.)

Acceptance and Termination. If the foregoing correctly sets forth our agreement with youagreement, please indicate your acceptance of the terms of this Revolver Commitment Letter and of the Fee Letter by returning to us the Revolver Commitment Parties executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on July 25April 6, 20162022. The Initial Lenders’ Each Revolver Commitment Party’s respective commitments hereunder, hereunder and our agreements to perform the services described herein, contained herein will expire automatically and without further action or notice and without further obligation to you at such time in the event that we the Revolver Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence. In This Revolver Commitment Letter and the event that commitments and undertakings of the Revolver Commitment Parties hereunder shall automatically terminate on the earliest of the following to occur (i) after the Closing Date does not occur date hereof and prior to the consummation of the Acquisition, the termination of the Merger Agreement by you in a signed writing in accordance with its terms (or your written confirmation or public announcement thereof), (ii) the consummation of the Acquisition without the funding of the Term B Facility and (iii) 11:59 p.m., New York City time, on or before the Termination date that is five business days after the End Date (as defined in the Merger Agreement as in effect on the date hereofhereof (including, as such date may be extended pursuant to for the first proviso to avoidance of doubt, any extension contemplated by Section 7.2(a10.1(b) of the Merger Agreement (as in effect on the date hereof (but in no event later than December 16, 2016hereof)), (ii) . Upon the Merger Agreement is terminated without the consummation occurrence of any of the Acquired Business Merger or (iii) events referred to in the closing of the Acquired Business Merger without the use of the Facilitiespreceding sentence, then this Revolver Commitment Letter and the Initial Lenders’ commitments hereunder, of the Revolver Commitment Parties hereunder and our agreements the agreement of the Revolver Commitment Parties to perform provide the services described herein, herein shall automatically terminate without further action or notice and without further obligation to you unless we the Revolver Commitment Parties shall, in our their sole discretion, agree to an extension. We are pleased to have been given the opportunity to assist you extension in connection with the financing for the Acquired Business Mergerwriting. Very truly yours, ByDEUTSCHE BANK AG NEW YORK BRANCH By /s/ J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By /s/ S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ByDEUTSCHE BANK SECURITIES INC. By /s/ J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By /s/ S▇▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director JPMORGAN CHASE BANK, N.A. By /s/ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: Authorized Officer BANK OF MONTREAL By /s/ K▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Managing Director Accepted and agreed to as of the date first above written: By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director ByChief Financial Officer Deutsche Bank AG New York Branch $ [100,000,000 ] JPMorgan Chase Bank, N.A. $ [100,000,000 ] Bank of Montreal $ [100,000,000 ] Borrower: Redwood HoldcoD▇▇▇ & Buster’s Inc., LLCa Missouri corporation (the “Borrower”), its sole member By: Aspen Merger Suba wholly owned subsidiary of D▇▇▇ & Buster’s Holdings, Inc., its a Delaware corporation (“Holdings”). Administrative Agent: Deutsche Bank AG New York Branch will act as sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with exclusive administrative agent and into Redwood, with Redwood surviving collateral agent (in such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “Tender Offer”) and, if such shares are accepted for purchase pursuant to the terms of the Merger Agreement and the Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, Redwood will own the movie and video game rental self-service kiosk business of the Target (such businesscapacity, the “Acquired Business”). Redwood Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “SponsorAdministrative Agent”) andfor a syndicate of banks, at financial institutions and institutional lenders holding Refinancing Revolving Credit Commitments (as defined below) and will perform the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively duties customarily associated with the Sponsor, the “Investors”)such roles.

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Sources: Revolver Commitment Letter (Dave & Buster's Entertainment, Inc.)