2- “Ad Hoc Group Advisors” means, collectively, Davis Polk & Wardwell LLP and any other legal and professional advisors retained by the Ad Hoc Group or Davis Polk & Wardwell LLP, including Loyens & Loeff Luxembourg S.À R.L. “Majority Consenting Term...
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Exhibit 10.1 Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request. TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (together with the exhibits and attachments hereto, including the Term Sheet (as defined herein), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 2, 2023, is entered into by and among: (a) Altisource Portfolio Solutions S.A. (the “Company”) and Altisource S.À X.X. (the “Borrower”) (each such party listed in this clause (a), a “Company Party” and, such parties collectively, the “Company Parties”); and (c) the Consenting Term Lenders (as defined herein). This Agreement collectively refers to the Company Parties and the Consenting Term Lenders as the “Parties” and each individually as a “Party.” RECITALS WHEREAS, the Parties have, in good faith and at arm’s length, negotiated or been apprised of the terms of the transactions contemplated in the term sheet attached as Exhibit A hereto (together with the exhibits and attachments thereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Term Sheet”) and have agreed to support and pursue the Transactions (as defined herein) in accordance with and subject to the terms and conditions set forth herein; and WHEREAS, this Agreement sets forth the agreement among the Parties concerning their respective commitments, subject to the terms and conditions hereof, to support and implement the Transactions. NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows: AGREEMENT 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Term Sheet or as otherwise expressly set forth herein. The following terms used in this Agreement are defined as: “Ad Hoc Group” means the ad hoc group of Consenting Xxxx Xxxxxxx represented by Xxxxx Xxxx & Xxxxxxxx LLP.
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-2- “Ad Hoc Group Advisors” means, collectively, Xxxxx Xxxx & Xxxxxxxx LLP and any other legal and professional advisors retained by the Ad Hoc Group or Xxxxx Xxxx & Xxxxxxxx LLP, including Xxxxxx & Loeff Luxembourg S.À X.X. “Majority Consenting Term Lenders Termination Event” has the meaning given to such term in Section 6(a) hereof. “Additional Consenting Term Lender” has the meaning set forth in Section 26 hereof. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. “Agreement” has the meaning set forth in the preamble hereof. “Agreement Effective Date” has the meaning set forth in Section 3 hereof. “Alternative Transaction” means any dissolution, winding up, liquidation, receivership, assignment for the benefit of creditors, restructuring, reorganization, workout, material amendment, exchange, extension, sale, disposition, merger, amalgamation, acquisition, consolidation, partnership, plan of arrangement, plan of reorganization, plan of liquidation, investment, debt investment, equity investment, tender offer, refinancing, recapitalization, share exchange, business combination, joint venture or similar transaction involving all or a material portion of the assets, debt, or equity of the Company Parties and their respective subsidiaries (taken as a whole) that is not consistent with, or an alternative to, the Transactions. “Automatic Termination Event” has the meaning set forth in Section 6(d) hereof. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. § 101 et seq., as amended from time to time. “Board of Directors” means the board of directors of the Company. “Borrower” has the meaning set forth in the preamble hereof. “Business Day” means any day other than a Saturday, Sunday, or any other day on which banks in New York, New York are authorized or required by law to close. “Claim” means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured, each as set forth in section 101(5) of the Bankruptcy Code. “Closing Date” shall mean the date of the satisfaction (or waiver, if applicable) of the closing conditions set forth in the Definitive Documents and the consummation of the Transactions.
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-3- “Common Stock” means the common stock of the Company, par value $1.00 per share. “Common Stock Equivalents” means any securities of the Company or any of its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Company” has the meaning set forth in the preamble hereof. “Company Party” or “Company Parties” has the meaning set forth in the preamble hereof. “Company Released Claims” has the meaning set forth in Section 9(a). “Company Released Party” means each of: (a) the Company Parties; (b) the predecessors, successors, and assigns of each of the foregoing; and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, advisors, agents, professionals, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such. “Company Termination Event” has the meaning given to such term in Section 6(b) hereof. “Consenting Term Lender Released Claims” has the meaning given to such term in Section 9(b) hereof. “Consenting Term Lenders” means, subject to footnote 1 hereof, collectively, (a) the undersigned holders of Existing Term Loans or (b) in their capacity as such, the undersigned investment advisors, sub-advisors, or managers (together with their respective successors and permitted assigns) of discretionary accounts or other beneficial owners that hold Existing Term Loans, which such accounts or beneficial owners such investment advisors, sub-advisors, or managers have authority to bind, and by executing this Agreement do thereby bind, to the terms of this Agreement (including, for the avoidance of doubt, any Additional Consenting Term Lender and any Permitted Transferee of a Consenting Term Lender).1 1 For the avoidance of doubt, any Affiliates (as defined herein) or related parties of any such Consenting Term Lender shall not be deemed to be Consenting Term Lenders themselves. The Parties acknowledge and agree that all representations, warranties, covenants, and other agreements made by any Consenting Term Lender that is a separately managed account of or advised by an investment manager are being made only with respect to the Claims (as defined herein) held by such separately managed or advised account (in the amount identified on the signature pages hereto) and shall not apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by other accounts that are managed or advised by such investment manager. The Parties further acknowledge and agree that all representations, warranties, covenants, and other agreements made by any Consenting Term Lender that is an investment advisor, sub-advisor, or manager of managed accounts are being made solely in such Consenting Xxxx Xxxxxx’s capacity as an investment advisor, sub-advisor, or manager to the beneficial owners of the Existing Term Loans (as defined herein) specified on the applicable signature pages hereto (in the amount identified on such signature pages) and shall not apply to (or be deemed to be made in relation to) such investment advisor, sub-advisor, or manager in any other capacity, including, without limitation, in its capacity as an investment advisor, sub-advisor, or manager of other managed accounts.
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-4- “[***]” means [***] “Definitive Documents” means (a) the credit agreement for the New First Lien Term Loan Facility, (b) the Existing Term Loan Credit Agreement Amendment, (c) any security or collateral documents entered into in connection with the Transactions, (d) any intercreditor agreements entered into in connection with the Transactions, (e) the Warrant Purchase Agreement, (f) the Warrants, (g) the Existing Revolving Credit Agreement Amendment, and (h) all other ancillary and related documents, schedules, exhibits, addenda, and instruments entered into in connection with the Transactions. “Disqualification Event” has the meaning set forth in Section 8(c)(vi) hereof. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exchange First Lien Loans” has the meaning set forth in the Term Sheet. “Existing Agent” means Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as administrative agent and collateral agent under the Existing Term Loan Credit Agreement, or any successor thereto prior to the Closing Date. “Existing Documents” means, collectively, the Existing Term Loan Documents, the Existing Revolving Credit Agreement, and all documents and agreements (including amendments) related thereto. “Existing Revolving Credit Agreement” means that certain Credit Agreement, dated as of June 22, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the Closing Date). “Existing Revolving Credit Agreement Amendment” means the amendment (together with any ancillary agreements or documents entered into in connection therewith) to the Existing Revolving Credit Agreement, by and between the Borrower and [***] to effectuate the extension of the maturity date of the Existing Revolving Credit Agreement and such other terms and amendments as set forth in, and in accordance with, the Term Sheet. “Existing Term Lenders” means the lenders (or investment advisors or managers of lenders) holdings loans under the Existing Term Loan Credit Agreement. “Existing Term Loan Credit Agreement” means that certain Credit Agreement, dated as of April 3, 2018 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the Closing Date), by and among the Borrower, the Company, the Existing Term Lenders, and the Existing Agent. “Existing Term Loan Credit Agreement Amendment” means the amendment (together with any ancillary agreements or documents entered into in connection therewith) to the Existing Term Loan Credit Agreement to effectuate the Term Loan Exchange, in accordance with the Term Sheet.
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-5- “Existing Term Loan Documents” means the Existing Term Loan Credit Agreement, the Security Agreement, the Copyright Security Agreement, the Luxembourg Security Agreement, the Patent Security Agreement, the Trademark Security Agreement (each as defined in the Existing Term Loan Credit Agreement), and all documents and agreements (including amendments) related thereto. “Existing Term Loans” means the term loans outstanding under the Existing Term Loan Credit Agreement. “Indemnification Obligations” has the meaning set forth in Section 10(a) hereof. “Indemnified Party” has the meaning set forth in Section 10(a) hereof. “Issuer Covered Person” has the meaning set forth in Section 8(c)(vi) hereof. “Liens” means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. “Losses” has the meaning set forth in Section 10(a) hereof. “Majority Consenting Term Lenders” means the Consenting Term Lenders holding a majority, in the aggregate, of the aggregate principal amount of the Existing Term Loans held by all Consenting Term Lenders at the applicable time, excluding in each case [***] and any Consenting Term Lender that, together with any of its affiliates, holds 5% or more of Altisource Portfolio Solutions S.A.’s common stock. “Maximum Number of Warrant Shares” means, at any date, the maximum number of Warrant Shares transferable to holders of Warrants upon exercise of the Warrants. “Mutual Termination Event” has the meaning set forth in Section 6(c) hereof. “New First Lien Term Loan Facility” means the new term loan facility, to be entered into on the Closing Date, under which the Borrower shall issue the Exchange First Lien Loans. “Open Trade” means a transaction, agreement, or other arrangement, whether done through an oral or written confirmation, under which a Party to this Agreement is entitled or obligated to Transfer or receive a Transfer of any Existing Term Loans, with a trade date on or prior to the applicable date of determination. “Other Released Party” means each of: (a) the Consenting Term Lenders and each of their Affiliates; (b) the predecessors, successors, and assigns of each of the foregoing, and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, agents, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such. “Party” or “Parties” has the meaning set forth in the preamble hereof. “Permitted Transferee” has the meaning set forth in Section 7(a) hereof.
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-6- “Person” means an individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, group, or any other legal entity or association. “Public Disclosure” has the meaning set forth in Section 22 hereof. “Qualified Marketmaker” means an entity that (a) holds itself out to the public, the syndicated loan market, or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company Parties (including the Existing Term Loans) or enter with customers into long and short positions in claims against the Company Parties, in each case in its capacity as a dealer or market maker in such claims, and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including term, loans, or debt or equity securities). “Related Party” and “Related Parties” means, with respect to an Indemnified Party, any (or all, as the context may require) of such Indemnified Party’s affiliates and controlling persons and its or their respective officers, directors, partners, employees, managed funds and accounts, shareholders, advisors, agents, representatives, attorneys and controlling persons. “SEC” means the U.S. Securities and Exchange Commission. “Securities” means the Warrants and the Warrant Shares. “Securities Act” means the Securities Act of 1933, as amended. “Term Loan Exchange” means the exchange, on a dollar-for-dollar basis, of Existing Term Loans for Exchange First Lien Loans and such other terms and amendments to the Existing Term Loan Credit Agreement as set forth in, and in accordance with, the Term Sheet. “Term Sheet” has the meaning set forth in the recitals hereof. “Termination Date” has the meaning set forth in Section 6(e) hereof. “Termination Event” means any of an Majority Consenting Term Lenders Termination Event, a Company Termination Event, a Mutual Termination Event, or an Automatic Termination Event. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of the foregoing). “Transactions” means the transactions as described in this Agreement, including, without limitation, the Term Loan Exchange, entry into the Warrant Purchase Agreement, entry into the Warrants, entry into the Existing Term Loan Credit Agreement Amendment, entry into the Existing Revolving Credit Agreement Amendment, and all other transactions contemplated by the foregoing.
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-9- (f) negotiate in good faith the Definitive Documents with the respective Parties thereto and execute and deliver each Definitive Document to which it is to be a party and consummate the Transactions, in each case as promptly as reasonably practicable; (g) promptly provide a Consenting Term Lender with any documentation or information that is reasonably requested by such Consenting Term Lender or is reasonably necessary to consummate the Transactions, including “know your customer” and like materials, which documentation and information shall be subject to any confidentiality restrictions to which the Consenting Term Lender may be subject; (h) promptly pay when due all reasonable, documented, and invoiced fees, costs, and out-of-pocket expenses of the Ad Hoc Group Advisors in accordance with their respective engagement letters and/or fee letters (if any); (i) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transactions, support and take all steps reasonably necessary or desirable to address any such impediment, including notifying the Ad Hoc Group Advisors of any material governmental or third-party complaints, litigations, investigations, or hearings related to the Transactions; (j) conduct its business in the ordinary course consistent with past practice and in light of then-current market conditions, and use its commercially reasonable efforts (consistent with its sound business judgment) to (i) preserve intact its present business organization, (ii) maintain in effect all of its foreign, federal, state, and local licenses, permits, consents, franchises, approvals, and authorizations required to operate its business, (iii) keep available the services of its directors, officers, and key employees, (iv) preserve relationships with its customers, suppliers, and others having material business relationships with it, (v) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory) in the ordinary course of business consistent with past practice, (vi) remain in compliance with the terms of the Existing Term Loan Credit Agreement, and (vii) maintain its good standing under the laws of the state or other jurisdictions in which they are incorporated or organized. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, each Company Party shall not (and shall cause each of its direct and indirect subsidiaries not to): (i) amend its articles of incorporation, bylaws, or other similar organizational documents (whether by merger, consolidation, or otherwise), except as reasonably necessary to permit the transactions contemplated in this Agreement; (ii) without the consent (not to be unreasonably withheld, conditioned, or delayed) of the Majority Consenting Lenders, take any action or inaction that would cause a change to the tax status of any Company Party; (iii) split, combine, or reclassify any shares of capital stock of any Company Party or declare, set aside, or pay any dividend or other distribution (whether in cash, stock, or property or any combination thereof) in respect of the capital stock of any Company Party, or
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-00- xxxxxx, xxxxxxxxxx, or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Company Party securities; (iv) issue, deliver, or sell, or authorize the issuance, delivery, or sale, of any Company Party securities, repurchase, redeem, or retire any Company Party securities, or amend any term of any Company Party securities (in each case, whether by merger, consolidation, or otherwise) other than ordinary course transactions relating to the Company’s employee stock plans; (v) acquire (by merger, consolidation, acquisition of stock or assets, or otherwise), directly or indirectly, any assets, securities, properties, interests, or businesses, other than in the ordinary course of business consistent with past practice; (vi) sell, lease, or otherwise transfer, or create or incur any lien on, any of the Company’s assets, securities, properties, interests, or businesses, other than in the ordinary course of business consistent with past practice; (vii) make any loans, advances, or capital contributions to, or investments in, any other Person, other than in the ordinary course of business consistent with past practice; (viii) make any payment in satisfaction of any existing funded indebtedness other than regularly scheduled payments of interest and principal; (ix) create, incur, assume, suffer to exist, or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof (other than under the Existing Term Loan Credit Agreement and the Existing Revolving Credit Agreement), other than in the ordinary course of business consistent with past practice; (x) enter into any agreement or arrangement that limits or otherwise restricts in any material respect it or any of its Affiliates or any successor thereto or that could, after the Closing Date, limit or restrict in any material respect it or any of its Affiliates, from engaging or competing in any line of business, in any location, or with any Person; or (xi) enter into any agreement or arrangement that waives, releases, or assigns, or modifies in any material respect, any of its material rights, claims, or benefits; (k) notify the Ad Hoc Group Advisors as promptly as reasonably possible (but in no event later than one (1) Business Day after the applicable occurrence) of: (i) any material change in the business or financial (including liquidity) performance of the Company Parties; (ii) any material changes to the status and progress of the Transactions; (iii) any material changes to the status of obtaining any necessary or desirable authorizations (including any consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange; (iv) any material governmental or third-party complaints, litigations, investigations, or hearings; (v) any event or circumstance that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Party to terminate, or could reasonably be expected to result in the termination of, this Agreement; (vi) any matter or circumstance that constitutes or could reasonably be expected to constitute a material impediment to the implementation or consummation of the Transactions; (vii) any notice of any commencement of
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-11- any involuntary insolvency proceedings of the Company or any of its Affiliates, or material legal suit for payment of debt or securement of security from or by any Person in respect of the Company; (viii) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; and (ix) any breach of any of its obligations or covenants set forth in this Agreement; (l) not (i) form, designate, acquire, or otherwise create an “Unrestricted Subsidiary” (as defined in the Existing Term Loan Credit Agreement) or (ii) enter into any transaction with (including by selling or transferring property or assets to, or purchasing or acquiring property or assets from) any “Unrestricted Subsidiary”; (m) promptly provide the Ad Hoc Group Advisors timely responses to all reasonable diligence requests and any documentation or information requested by the Ad Hoc Group Advisors for purposes of negotiating, documenting, and effectuating the Transactions, subject to any confidentiality restrictions applicable to which the Ad Hoc Group Advisors; and (n) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the Transactions, negotiate, subject to applicable laws and regulations, in good faith appropriate additional or alternative provisions to address any such impediments; provided that such alternative does not alter, in any material respect, the substance and economics of the Transactions. Notwithstanding the foregoing, (i) raising equity capital on commercially reasonable terms is expressly permitted and (ii) negotiating terms of debt financing for a possible acquisition previously discussed or subsequently discussed with the Ad Hoc Group is expressly permitted with the prior consent of the Ad Hoc Group. 5. Commitments of the Consenting Term Lenders. Subject to the terms and conditions of this Agreement, each Consenting Term Lender (severally and not jointly), solely in its capacity as a holder of Existing Term Loans, agrees that it shall, so long as no Termination Event has occurred: (a) support and take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the implementation and consummation of the Transactions, including, without limitation, (i) taking all actions to support and complete the Transactions and all other actions contemplated in connection therewith and under the Definitive Documents, (ii) refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents, and (iii) directing the Existing Agent (as applicable); (b) on a timely basis, negotiate in good faith the Definitive Documents with the Company and execute and deliver each Definitive Document to which it is to be a party; (c) provide all requisite consents necessary for the consummation of the Transactions; (d) not (i) object to, delay, or impede the Transactions or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate,
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-14- (iv) the termination of this Agreement in accordance with its terms by the Majority Consenting Term Lenders. (c) Mutual Termination. This Agreement may be terminated as to all Parties at any time by mutual written consent of the Company Parties and the Majority Consenting Term Lenders (a “Mutual Termination Event”). (d) Automatic Termination. This Agreement will automatically terminate as to all Parties upon (the occurrence of any such event, an “Automatic Termination Event”): (i) 5:00 p.m., New York City time, on March 1, 2023 if the Closing Date has not occurred before such date, as such date may be extended by mutual written consent of the Company and the Majority Consenting Term Lenders; provided that in the event of an extension beyond April 1, 2023, any Consenting Term Lender that does not consent to such extension may terminate this Agreement solely with respect to itself upon notice to the Company and the other Consenting Term Lenders; (ii) any Company Party or any of its respective subsidiaries commencing insolvency proceedings, including (A) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (B) consenting to the institution of, or failing to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (C) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (D) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official for a Company Party for a substantial part of its assets, or (E) making a general assignment or arrangement for the benefit of creditors; provided in each case that such insolvency proceeding is not dismissed, vacated, or otherwise closed within five (5) Business Days following notice thereof to the Consenting Term Lenders; (iii) the entry of an order, judgment, or decree adjudicating the Company Parties or any of their respective subsidiaries bankrupt or insolvent, including the entry of any order for relief with respect to any of the Company Parties or any of their respective subsidiaries under the Bankruptcy Code; provided that such order, judgment, or decree is not stayed, overturned, or vacated within five (5) Business Days following notice thereof to the Consenting Term Lenders; (iv) the taking of any binding corporate action by any of the Company Parties or any of their respective subsidiaries in furtherance of any action described in the foregoing clauses (ii) and (iii); or (v) the consummation of the Transactions on the Closing Date. (e) Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 6 with respect to a Party shall be referred to as the “Termination Date” with respect to such Party and the provisions of this Agreement shall terminate on the Termination Date; provided that Sections 1, 6(e), 6(f), 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23 hereof shall survive the Termination Date.
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-16- Permitted Transferee to comply with the terms and conditions of this Agreement; provided that in no event shall any such Transfer relieve a Consenting Term Lender from liability for its breach or non-performance of its obligations hereunder prior to the date of such Transfer, and (iii) within two (2) Business Days of the Transfer, deliver written notice of the Transfer to the Company and the Ad Hoc Group Advisors, which notice shall include the amount and type of Existing Term Loans that was Transferred. (d) This Agreement shall not limit, restrict, or otherwise affect in any way any right, authority, or power of any Consenting Term Lender to acquire additional Existing Term Loans after the Agreement Effective Date. Any such acquired Existing Term Loans (including pursuant to an Open Trade) shall automatically and immediately upon acquisition by the Consenting Term Lender be deemed to be subject to the terms of this Agreement. Within two (2) Business Days of any acquisition (calculated based on the settled trade debt) of Existing Term Loans by a Consenting Term Lender, such Consenting Term Lender shall deliver written notice of the acquisition to the Company and the Ad Hoc Group Advisors, which notice shall include the amount and type of Existing Term Loans that was acquired. (e) Notwithstanding anything to the contrary herein, Existing Term Loans that are Transferred to or by a Consenting Term Lender pursuant to an Open Trade shall not be subject to, or bound by, the terms and conditions of this Agreement (it being understood that such Existing Term Loans so Transferred to and held by a Consenting Term Lender for its own account (i.e., not as part of a short transaction, or to be Transferred by the Consenting Term Lender under an Open Trade or any other transaction entered into by such Consenting Term Lender prior to, and pending as of the date of, such Consenting Term Lender’s entry into this Agreement) shall be subject to the terms of this Agreement, as provided in Section 7(d)). (f) The Parties understand that the Consenting Term Lenders may be engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Consenting Term Lender expressly indicates on its respective signature page hereto that it is executing this Agreement solely on behalf of a specific trading desk(s) and/or business group(s) of the Consenting Term Lender, the obligations set forth in this Agreement shall apply only to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk, business group, or Affiliate of the Consenting Term Lender unless they separately become a party hereto. (g) Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker that acquires any Existing Term Loans subject to this Agreement held by a Consenting Term Lender with the purpose and intent of acting as a Qualified Marketmaker for such Existing Term Loans shall not be required to become a party to this Agreement as a Consenting Term Lender if such Qualified Marketmaker transfers such Existing Term Loans (by purchase, sale, assignment, or other similar means) to a Permitted Transferee within the earlier of ten (10) Business Days after the Qualified Marketmaker acquires such Existing Term Loans and three (3) Business Days prior to the Closing Date; provided that a Qualified Marketmaker’s failure to comply with this Section 7(g) shall result in the Transfer of such Existing Term Loans to such Qualified Marketmaker being deemed void ab initio and (ii) to the extent any person is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests in the Existing Term Loans that it acquires from a holder of Existing Term Loans that is not a Consenting Term Lender
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-18- discretion with respect to the principal amount of the Existing Term Loans indicated on its respective signature page hereto and has the power and authority to bind the beneficial owner of such Existing Term Loans to the terms of this Agreement (other than with respect to Existing Term Loans that is subject to an Open Trade); (iii) other than pursuant to this Agreement, the Existing Term Loans held by it indicated on its respective signature page hereto are free and clear of any equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition of any kind that could reasonably be expected to adversely affect in any way such Consenting Term Lender’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; (iv) other than the Existing Term Loans indicated on its respective signature page hereto, such Consenting Term Lender does not own any other debt obligations of the Company as of the Agreement Effective Date (other than with respect Open Trades); and (v) (i) it is either (A) a qualified institutional buyer within the meaning of Rule 144A of the Securities Act, (B) not a U.S. person (as defined in Regulation S of the Securities Act), or (C) an accredited investor (within the meaning of Rule 501 of Regulation D under the Securities Act), (ii) any securities acquired by such Consenting Term Lender in connection with the Transactions contemplated hereby will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act; (iii) it understands that the securities contemplated by this Agreement have not been registered under the Securities Act as of the date hereof and may not be resold without registration under the Securities Act except pursuant to a specific exemption from the registration provisions of the Securities Act; and (iv) it is not acquiring the securities contemplated by this Agreement as a result of any advertisement, article, notice or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (c) The Company represents and warrants to each Consenting Term Lender that, as of the Agreement Effective Date (or such later date that it delivers its signature page hereto to the other Parties): (i) it is not required to obtain any consent, waiver, authorization, approval, vote or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person, including any stockholder, in connection with the execution, delivery and performance by the Company of the Warrant Purchase Agreement or the Warrants (including the issuance of any Warrant Shares upon exercise of the Warrants), other than: (i) filings on a Current Report on Form 8-K as required by the SEC, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Warrant Shares for trading thereon in the time and manner required thereby, (iii) the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws and (iv) the resolution of the Board of Directors to issue the Warrants and any Warrant Shares in accordance with the terms of the Warrant Purchase Agreement and the Company’s constitutional documents and, in the case of the Warrant Shares, the terms of
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-19- the Warrants, which resolution shall be obtained by the Closing Date and shall remain through the Closing Date in effect; (ii) the Securities are duly authorized and, when issued and, if applicable, paid for in accordance with the Warrant Purchase Agreement or the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Warrant Purchase Agreement and the Warrants and arising under applicable securities laws; the Warrant Shares, when transferred to the relevant holder of Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Warrant Purchase Agreement and the Warrants; the Company has reserved, and will continue to reserve and keep available at all times, free of preemptive rights, from its Common Stock held in treasury for the purpose of satisfying such exercise of the Warrants the Maximum Number of Warrant Shares; (A) with respect to the Securities to be offered and sold under the Warrant Purchase Agreement in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act; the Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event; the Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) under the Securities Act, and has furnished to the Consenting Term Lenders a copy of any disclosures provided thereunder; (B) the Company is not aware of any Person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities; and (C) the Company will notify the Consenting Term Lenders in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person; (iii) the Company will, on or prior to the Closing Date, apply to list or quote the Maximum Number of Warrant Shares on the primary Trading Market for the Common Stock; and (iv) the Company is not, and after giving effect to the offering and sale of the Securities will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder. (d) Each Party that is a managed account (or portion thereof) (severally and not jointly) represents and warrants that the manager or investment advisor executing this Agreement on behalf
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-20- of such Party has the authority to execute, on behalf of such Party, this Agreement and any other documents that this Agreement requires such Party to execute. 9. Releases. (a) Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Consenting Term Lenders and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Parties (on behalf of themselves and each of their respective predecessors, successors, assigns, agents, subsidiaries, Affiliates, representatives, and any other Person or entity who has rights through them) hereby finally and forever release and discharge the Other Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state, or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance existing immediately prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the Existing Term Loans, the Existing Term Loan Documents, the Transactions, the negotiation, formulation, or preparation of this Agreement, the Definitive Documents, or any related guarantees, security documents, agreements, amendments, instruments, or other documents, including those that the Company Parties and their respective subsidiaries or any holder of a claim against or interest in the Company Parties or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity (collectively, the “Company Released Claims”). Further, subject to the occurrence of, and effective from and after, the Closing Date, the Company Parties (on behalf of themselves and each of their subsidiaries) hereby covenant and agree not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against an Other Released Party relating to or arising out of any Company Released Claim. The Company Parties (on behalf of themselves and each of their subsidiaries) further stipulate and agree with respect to all Claims that, subject to the occurrence of, and effective from and after, the Closing Date, they hereby waive, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 9(a). (b) Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Company Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Term Lenders hereby finally and forever release and discharge the Company Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without
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-25- 19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law provision that would require the application of the laws of another jurisdiction. By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any action, suit, or proceeding against it with respect to any matter arising under or out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding may be brought in either a state or federal court of competent jurisdiction in the State and County of New York, Borough of Manhattan. By the execution and delivery of this Agreement, each of the Parties hereto agrees not to challenge the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. By executing and delivering this Agreement, each of the Parties hereto irrevocably and unconditionally submits to the personal jurisdiction of each such court described in this Section 19, solely for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action, suit, or proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING REFERRED TO ABOVE. Each Party (a) certifies that no representative, agent, or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 19. 20. Notices. All notices (including, without limitation, any notice of termination as provided for herein) and other communications from any Party given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given upon the earliest of the following: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail if sent during the normal business hours of the recipient, and if not so confirmed, on the next Business Day; (c) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; and (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery (with an email upon sending to the Party to be notified), with written verification of receipt. All communications shall be sent: (a) If to the Company: Altisource Portfolio Solutions S.A. 00, Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx Xxxx Xxxxxxxxxx L-1724 Attn: Xxxx Xxxxx Email: Xxxxxxx.Xxxxx@xxxxxxxxxx.xx With copies to: Xxxxx Xxxx LLP 000 Xxxxxxx Xxxx. Xxxxxx, XX 00000-0000
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-28- Agreement (any such person, an “Additional Consenting Term Lender”) by executing and delivering to the Company and the Ad Hoc Group Advisors a joinder agreement in the form attached hereto as Exhibit C. Upon the execution and delivery of such joinder agreement, such Additional Consenting Term Lender shall be deemed to make all of the representations, warranties, and covenants of a Consenting Term Lender, as applicable, as set forth in this Agreement and shall be deemed to be a Party and a Consenting Term Lender for all purposes under this Agreement as if it was originally party hereto. [Signature Pages Follow]
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[Signature Page to Transaction Support Agreement] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers, all as of the day and year first written above. ALTISOURCE S.À X.X. By: Name: Title: ALTISOURCE PORTFOLIO SOLUTIONS S.A. By: Name: Title:
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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[Signature Page to Transaction Support Agreement] [***] By: [***] Name: [***] Title: [***] Holdings: $[***] of Existing Term Loans
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4886-4915-6917 v.32 Exhibit A Certain information has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be furnished supplementally to the SEC upon request. Altisource Portfolio Solutions S.A. Amendment and Extension Term Sheet This term sheet (the “Term Sheet”) summarizes certain key terms of a potential term amendment and maturity extension transaction (the “Transaction”) in respect of Term Loans under the Credit Agreement.2 This term sheet is not intended to be and should not be construed as an offer, a commitment or an agreement to lend, but rather is intended only to be indicative of certain terms and conditions. All terms and conditions contained in this term sheet (including, but not limited to, all economic terms contained herein) are preliminary and are being shared subject to further diligence and internal approvals in all respects. No person or entity shall have any obligation to commence or thereafter continue any negotiations to enter into any definitive, binding agreement with respect to any extension of credit to, or other transaction with, Altisource Portfolio Solutions S.A. and/or any of its subsidiaries or affiliates, and no person or entity should rely on an eventual formation of any agreement. This term sheet is nonbinding and is being presented for discussion and settlement purposes, and is entitled to protection from any use or disclosure pursuant to Federal Rule of Evidence 408 and analogous state law. General Terms Existing Term Loan Lenders The holders (together with their successors and assigns, the “Existing Term Loan Lenders”) of the outstanding Term Loans under the Credit Agreement (the “Existing Term Loans”) immediately prior to the Transaction Effective Date (as defined below). Ad Hoc Group The group of Existing Term Loan Lenders (or investment advisors or managers acting on behalf of lenders) (the “Ad Hoc Group”) consisting of [***]; [***]; and [***]; each on behalf of certain funds, accounts, and other investment vehicles that hold term loans under the Credit Agreement (as defined below). Consenting Lenders The Existing Term Loan Lenders that consent (the “Consenting Lenders”) to the amendments to the Credit Agreement set forth herein 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement, dated as of April 3, 2018 (as amended, supplemented, restated and/or otherwise modified from time to time, the “Credit Agreement”), by and among Altisource S.À X.X. (the “Borrower”), as borrower, Altisource Portfolio Solutions S.A. (together with its subsidiaries the “Company”)) as holdings, the lenders from time to time party thereto and the other parties thereto.
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New Credit Facility of a 2.00% PIK extension payment. Solely during such extended term, amortization shall increase to 12.00% per annum,4 payable monthly. Interest Rate SOFR + 5.00% cash + 5.00% PIK initially. If, as of the end of any calendar quarter, (i) the amount of unencumbered cash and/or cash equivalents, regardless of the currency, of the Borrower, together with its direct and indirect subsidiaries on a consolidated basis plus (ii) the undrawn commitment amount under the Revolver is, or is forecast5 as of the end of the immediately subsequent calendar quarter to be, less than $35 million then up to 2.00% in interest otherwise payable in cash in the following quarter may be paid in kind at the Company’s election. The PIK component of the interest rate shall be subject to adjustment based on the amount of Par Paydown prior to the Paydown Measurement Date: Par Paydown PIK Component of Interest Rate Less than $10 million 5.00% $10 million+ but less than below 5.00% $20 million+ but less than below 4.50% $30 million+ but less than below 3.75% $40 million+ but less than below 3.50% $45 million+ but less than below 3.00% $50 million+ but less than below 2.50% $55 million+ but less than below 2.00% $60 million+ but less than below 1.00% 4 Such increased amortization level shall be subject to amendment by agreement of majority holders of Exchange First Lien Loans and the Company. 5 The Company shall post, on a monthly basis, to the private-side lender site the (i) the amount of unencumbered cash and/or cash equivalents, regardless of the currency, of the Borrower, together with its direct and indirect subsidiaries on a consolidated basis and (ii) the undrawn commitment amount under the Revolver both as of the end of the prior month and as forecast (based on the Company’s ordinary course budgeting processes) three months after such date. The ability to utilize such capacity to PIK specified interest shall be determined based on such postings.
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New Credit Facility $65 million+ but less than below 0.50% $70 million+ 0.00% Equity and Warrants Consenting Lenders will receive their pro rata share, on the Transaction Effective Date, of Warrants (the “Warrants”) that, in the aggregate, will be initially exercisable for up to 19.99% of common stock outstanding immediately prior to the Transaction Effective Date6 (not pro forma for such issuance), which percentage shall be subject to adjustment based on the amount of Par Paydown prior to the Paydown Measurement Date. Par Paydown Aggregate Warrants (as percentage of common stock outstanding immediately prior to the Transaction Effective Date7) Less than $10 million 19.99% $10 million+ but less than below 19.99% $20 million+ but less than below 15.99% $30 million+ 10.00% The exercise price for each Warrant shall be equal to $0.01. The Warrants may be exercised at any time on and after the Paydown Measurement Date and prior to their expiration date. The Warrants shall be exercisable on a cashless basis. The Warrants, if not previously exercised or terminated, will be automatically exercised on May [•], 2027. Additional terms and conditions with respect to the Warrants shall be documented in a Warrant Purchase Agreement and Warrant Agreements that shall set forth the rights described herein and other terms and conditions, including customary anti-dilution provisions (which, for the avoidance of doubt, are not intended to protect against dilution caused 6 Exclusive of common stock issued in any equity raise that occurs between January 25, 2023 and the Transaction Effective Date. 7 Exclusive of common stock issued in any equity raise that occurs between January 25, 2023 and the Transaction Effective Date.
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New Credit Facility by future equity raises), as may be reasonably agreed by Majority Consenting Lenders8 and the Company. The Exchange First Lien Loan Credit Agreement will include a cross- default provision for any failure by the Company to comply in any material respect with any of the terms of the Warrants (including, without limitation, the failure by the Company to reserve (and to keep available), from its authorized shares of treasury stock not reserved for any other purpose, sufficient shares of such treasury stock to deliver out of such reserved treasury stock to holders of Warrants the maximum number of shares of its common stock deliverable upon exercise of all of the Warrants). The Warrants will be subject to a standard lock-up agreement, subject to customary exceptions, ending two business days after the Paydown Measurement Date. The shares underlying the Warrants shall be subject to customary registration rights, which shall include a carve out from a Company duty to register for shares freely tradable in the market without registration. Term Loan Amendment Payment 1.0%, paid in cash Amortization 1.0% per annum Call Protection None Collateral/Priority TBD ECF Sweep The Applicable ECF Percentage shall be 50%. Amortization payments shall be included as applicable deduction from amount subject to sweep. Other Affirmative and Negative Covenants The Exchange First Lien Loans shall have covenant protections that include, without limitation, waterfall protection, pro rata protection, and “J.Crew”, “Chewy” and “Incora” protection, in each case acceptable to Majority Consenting Lenders. 8 To be defined in Transaction Support Agreement as Consenting Term Lenders holding a majority, in the aggregate, of the aggregate principal amount of the Existing Term Loans held by all Consenting Term Lenders at the applicable time, in each case excluding [***] and any Consenting Term Lender that, together with any of its affiliates, holds 5% or more of Altisource Portfolio Solutions S.A.’s common stock.
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New Credit Facility Other Affirmative and Negative Covenants, including basket tightening as compared to the existing Credit Agreement and other protections, to be set forth in Annex A.9 Implementation; Amendments to Credit Agreement Minimum Threshold The Transaction shall be subject to conditions precedent satisfactory to the Majority Consenting Lenders, including, among others, Consenting Lenders holding not less than % of the outstanding Existing Term Loans immediately prior to the Transaction Effective Date. Implementation The Borrower will offer on a pro rata basis to all Existing Term Loan Lenders immediately prior to the effective date of the Transaction (the “Transaction Effective Date”) the opportunity to exchange 100% of the principal amount of such Existing Term Loan Lender’s Existing Term Loans for Exchange First Lien Loans in an aggregate principal amount equal to 100% of the principal amount of such Existing Term Loan Lender’s Existing Term Loans so exchanged.10 Additional implementation mechanics to be acceptable to Majority Consenting Lenders and the Company. Other Terms Ad Hoc Group Advisor Fees and Expenses The fees and expenses incurred by the Ad Hoc Group in connection with the Transactions shall be paid by the Company. Definitive Documents The definitive documentation shall be consistent with this Term Sheet and otherwise mutually agreed between the Company and Majority Consenting Lenders. Indemnification The Company shall indemnify the Consenting Lenders for all claims related to or arising from the Transaction on terms acceptable to Majority Consenting Lenders. 9 NTD: Covenants TBD. 10 All accrued and unpaid interest on Existing Term Loans that are exchanged shall be paid in full in cash.
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Exhibit B FORM OF PERMITTED TRANSFEREE JOINDER The undersigned (the “Transferee”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of [•], 2023, entered into by and among (i) Altisource Portfolio Solutions S.A. (the “Company”), (ii) certain affiliates of the Company, (iii) [Transferor’s Name] (the “Transferor”), and (iv) other holders of the Existing Term Loans and (b) with respect to the Existing Term Loans to be acquired from the Transferor, agrees from and after such acquisition to be bound by the terms and conditions of the Agreement, without modification, and shall be deemed a “Consenting Term Lender” and a “Party” for all purposes under the terms of the Agreement. The Transferee hereby makes as of the date hereof all representations and warranties made in the Agreement by all other Consenting Term Lenders. All Existing Term Loans held by the Transferee (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Transferee at the address set forth in the Transferee’s signature below. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. This Permitted Transferee Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law provision that would require the application of the laws of another jurisdiction. Date Executed: _____________, 202[•] [Name of Transferee] By: Name: Title: Notice Information: Holdings: Beneficial/Record Ownership Open Trade Acquisitions Open Trade Sales Existing Term Loans $[___] $[___] $[___]
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Exhibit C FORM OF ADDITIONAL CONSENTING TERM LENDER JOINDER The undersigned (the “Additional Consenting Term Lender”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of [•], 2023, entered into by and among (i) Altisource Portfolio Solutions S.A. (the “Company”), (ii) certain affiliates of the Company, and (iii) other holders of Existing Term Loans, (b) represents that it either (i) is the beneficial or record owner of the principal amount of Existing Term Loans indicated on its signature page hereto or (ii) has sole investment or voting discretion with respect to the principal amount of Existing Term Loans indicated on its signature page hereto and has the power and authority to bind the beneficial owner of such Existing Term Loans to the terms of this Agreement, and (c) with respect to the Existing Term Loans held by such Additional Consenting Term Lender, agrees from and after the date of this joinder to be bound by the terms and conditions of the Agreement and shall be deemed a “Consenting Term Lender,” a “Consenting Term Lender,” and a “Party” for all purposes under the terms thereof. The Additional Consenting Term Lender hereby makes, as of the date hereof, all representations and warranties made in the Agreement by all other Consenting Term Lenders. All Existing Term Loans held by the Additional Consenting Term Lender (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Additional Consenting Term Lender at the address set forth in the Additional Consenting Term Lender’s signature below. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. This Additional Consenting Term Lender Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any choice of law provision that would require the application of the laws of another jurisdiction. Date Executed: _____________, 202[•] [Name of Additional Consenting Term Lender] By: Name: Title: Notice Information:
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Holdings: Beneficial/Record Ownership Open Trade Acquisitions Open Trade Sales Existing Term Loans $[___] $[___] $[___]