EXHIBIT 10.15
THE BANK OF NEW YORK
BNY CAPITAL MARKETS, INC.
TORONTO DOMINION (TEXAS), INC.
TD SECURITIES (USA) INC.
ROYAL BANK OF CANADA
BARCLAYS BANK PLC
August 18, 1998
Arch Paging, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: J. Xxx Xxxxxx,
Chief Financial Officer
COMMITMENT LETTER
-----------------
Gentlemen/Ladies:
Reference is made to (i) the Second Amended and Restated Credit Agreement
(Tranche A and Tranche C Facilities), dated as of June 29, 1998, by and among
Arch Paging, Inc. (the "Borrower"), the lenders party thereto, The Bank of New
York ("BNY"), Royal Bank of Canada ("RBC"), and Toronto Dominion (Texas), Inc.
("TD"), as Managing Agents, RBC, as Documentation Agent, TD, as Syndication
Agent, and BNY, as Administrative Agent and (ii) the Second Amended and Restated
Credit Agreement (Tranche B Facility), dated as of June 29, 1998, by and among
the Borrower, the lenders party thereto, BNY, RBC, and TD, as Managing Agents,
RBC, as Documentation Agent,
-1-
TD, as Syndication Agent, and BNY, as Administrative Agent (collectively, the
"Existing Credit Agreements").
Based upon recent discussions among BNY, its affiliate, BNY Capital
Markets, Inc. ("BNY Capital Markets"), TD and its affiliate, TD Securities (USA)
Inc. ("TD Securities"), RBC and Barclays Bank PLC ("Barclays" and, collectively,
with BNY, BNY Capital Markets, TD, TD Securities and RBC, the "Credit Parties"),
and you, and relying upon the information which you have previously provided to
one or more of the Credit Parties, each of the Credit Parties is pleased to
confirm its willingness to seek the approval of the Lenders party to the
Existing Credit Agreements (the "Existing Lenders") for, and (to the extent
indicated below) participate in a proposed $200,000,000 increase (the "Increase
Facility") to the revolving credit and term loan facilities established under
the Existing Credit Agreements for the purpose of enabling you to acquire (the
"MobileMedia Acquisition") MobileMedia Communications, Inc. and its subsidiaries
(collectively, "MobileMedia"), subject to the conditions set forth in this
Commitment Letter. The Increase Facility would be provided pursuant to an
amendment to the Existing Credit Agreements and related documentation
(collectively, the "Amendments") which would contain provisions customary for
facilities of this size, type and purpose, including, without limitation, the
terms and conditions set forth on the Summary of Principal Terms and Conditions
for an Amendment to the Existing Credit Agreements attached hereto (the "Term
Sheet"). This Commitment Letter, the fee letter, dated the date hereof from BNY,
TD, RBC and Barclays (the "Underwriting Fee Letter") and the separate fee
letters from (i) BNY and BNY Capital Markets to the Borrower (the "BNY Fee
Letter") and (ii) TD and TD Securities to the Borrower (the "TD Fee Letter" and,
together with the Underwriting Fee Letter and the BNY Fee Letter, the "Fee
Letters"), and the Term Sheet are sometimes hereinafter referred to collectively
as the "Commitment Documents".
BNY, TD, RBC and Barclays is each willing to participate in the Increase
Facility to the extent of $50,000,000 each (pro rata among Tranche A, Tranche B
and Tranche C) for a total Increase Facility of $200,000,000 in the aggregate.
-2-
The Borrower requested that BNY Capital Markets, TD Securities, RBC and Barclays
be co-arrangers of the Increase Facility (collectively, the "Co-Arrangers") and
that the Co-Arrangers syndicate the balance of the Increase Facility, and each
of the Co-Arrangers is pleased to confirm its willingness to do so.
The Credit Parties' willingness to seek the approval of the Existing Lenders and
(to the extent indicated above) participate in the Increase Facility, and the
willingness of the Co-Arrangers to arrange the Increase Facility, are subject to
(i) the negotiation and execution of the Amendments that are satisfactory in
form and substance to each of the Credit Parties, the Borrower, all of the
Existing Lenders and any new participating lenders, and their respective
counsel, (ii) the absence of any material adverse change in the condition
(financial or otherwise), business, assets, properties, prospects, operations,
performance or current capital structure of Arch Communications Group, Inc. (the
"Parent") or any of its subsidiaries or MobileMedia or any of its subsidiaries
from that described to the Credit Parties in the information previously
delivered to the Credit Parties, (iii) verification by the Credit Parties of the
information you have previously provided to the Credit Parties, and (iv) the
absence of any material adverse change in the financial markets and in the
market for senior or subordinated debt financing.
By executing this Commitment Letter, you agree to indemnify and hold harmless
each of the Credit Parties, individually and in each of their respective
capacities as set forth above, each of the participating lenders (including BNY,
TD, RBC and Barclays), and each of their respective officers, directors,
employees, affiliates, agents and controlling persons (each, an "Indemnified
Party") from and against any and all losses, claims, damages and liabilities to
which any such Indemnified Party may become subject arising out of or in
connection with any claim, litigation, investigation or proceeding relating to
the Commitment Documents, the Increase Facility (including the use of the
proceeds thereof), or any related transaction, whether or not any Indemnified
Party is a party thereto, and to reimburse each Indemnified Party upon demand
for all legal and other expenses incurred in connection with investigating or
defending any of the foregoing; provided that the foregoing indemnity will not,
as to any Indemnified Party, apply to losses, claims, damages, liabilities or
related expenses to the extent arising from the willful misconduct or gross
negligence of such Indemnified Party.
-3-
By executing this Commitment Letter, you (i) agree that you will not make
any claim against any Indemnified Party for any special, indirect or
consequential damages in respect of any breach or wrongful conduct (whether the
claim therefor is based on contract, tort or duty imposed by law) in connection
with, arising out of or in any way related to the transactions contemplated and
the relationship established by the Commitment Documents, or any act, omission
or event occurring in connection therewith, and (ii) waive, release and agree
not to xxx upon any such claim for any such damages, whether or not accrued and
whether or not known or suspected, to exist in your favor.
You acknowledge that (i) BNY and BNY Capital Markets may have shared, and
may in the future share, Confidential Information (as defined in the Existing
Credit Agreements) with each other and with their other affiliates, (ii) TD and
TD Securities may have shared, and may in the future share, Confidential
Information with each other and with their other affiliates, (iii) RBC may have
shared, and may in the future share Confidential Information with its
affiliates, and (iv) Barclays may have shared, and may in the future share
Confidential Information with its affiliates. By executing this Commitment
Letter, you consent and agree to such sharing to the extent such sharing is
permitted by Section 11.12 of each of the Existing Credit Agreements.
You agree that the Commitment Documents are for your confidential use only
and will not, without the prior consent of each of the Credit Parties, be
disclosed by you or any of your representatives to any person other than your
accountants, attorneys and other advisors, and then only in connection with the
transactions contemplated hereby and only on a confidential basis, except that,
following your acceptance of the Commitment Documents, you may make such
disclosures of the terms and conditions of the Commitment Letter and the Term
Sheet (but not any of the Fee Letters) as you deem necessary to MobileMedia, the
Bankruptcy Court (as defined in the Term Sheet), the appropriate creditors'
committees and their respective accountants, attorneys and other advisors, and
you may make such disclosures of the terms and conditions of the Commitment
Documents as you are required by law to make.
-4-
The Commitment Documents shall not be assignable by you and may not be
amended or any provision thereof waived or modified except by a document in
writing signed by you and each of the Credit Parties.
You hereby knowingly, voluntarily and intentionally waive any right you may
have to a trial by jury in respect of any litigation arising out of, under or in
connection with the Commitment Documents or the transactions contemplated
thereby.
The Commitment Documents set forth the entire understanding of the parties
hereto as to the scope of the obligations of the parties thereto and supersedes
all prior agreements, representations and understandings, if any, relating to
the subject matter thereof.
The Commitment Documents shall be governed by, and construed in accordance
with, the laws of the State of New York.
The Commitment Documents shall automatically expire if not accepted by you
on or before 5:00 P.M. (New York City time) on August 20, 1998. Please indicate
your acceptance of the Commitment Documents and your agreement to the terms
thereof by signing the enclosed copy of this Commitment Letter and returning it
to BNY and by signing each of the Fee Letters and returning them as set forth in
each thereof. By so doing, you will be deemed to have agreed as follows:
A. You shall be bound by the terms hereof;
B. You (1) will provide sufficient information, in form and substance
acceptable to each of the Credit Parties, for the preparation of an
information package describing the Borrower and the Parent, their
respective subsidiaries and the Increase Facility, (2) consent to the
establishment by the Co-Arrangers of a syndicate of, and the distribution
by the Co-Arrangers (on a confidential basis) of the aforesaid information
package and other information to, interested lenders, and
-5-
(3) will (and will cause your management to) take an active role in the
syndication process (including, without limitation, attending bank meetings
and holding yourselves available to answer questions during the syndication
process);
C. You will not, prior to the date of closing of the Increase
Facility, syndicate or privately place any debt or credit facilities which,
in the reasonable opinion of any of the Co-Arrangers might have a
detrimental effect on the syndication of the Increase Facility, except for
the Additional Arch Debt as contemplated by the Term Sheet;
D. You agree to pay all fees and expenses incurred by each of the
Credit Parties in connection with the syndication of, and the negotiation
and preparation of the Commitment Documents and the documentation relating
to, the Increase Facility (including, without limitation, costs and
expenses in connection with the Credit Parties' due diligence
investigations and fees and expenses of BNY's and BNY Capital Markets'
counsel) whether or not such documentation is finalized or the syndication
is completed and whether or not the Increase Facility is extended or other
financial accommodations are made, and regardless of the reasons for which
such documentation is not finalized or the syndication is not completed or
the Increase Facility is not extended or other financial accommodations are
not made; and
E. You will fully cooperate with the Credit Parties in connection with
the transactions contemplated hereby.
Even if accepted in accordance with the provisions of the previous
paragraph, the obligations of the Credit Parties under this Commitment Letter
shall expire and terminate automatically, without further act or condition and
regardless of cause or circumstance, if documentation satisfactory in form and
substance to each of the Credit Parties, the Parent, Arch Communications, Inc.,
the Borrower, all of the Existing Lenders and other
-6-
participating lenders, and their respective counsel is not executed on or before
March 31, 1999.
[Signature Pages Follow]
-7-
ARCH PAGING, INC.
COMMITMENT LETTER
THE BANK OF NEW YORK
By: /s/
Name:
Title: Vice President
BNY CAPITAL MARKETS, INC.
By: /s/
Name:
Title: Managing Director
-8-
ARCH PAGING, INC.
COMMITMENT LETTER
ROYAL BANK OF CANADA
By: /s/
Name:
Title: Senior Manager
-9-
ARCH PAGING, INC.
COMMITMENT LETTER
BARCLAYS BANK PLC
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Associate Director
-10-
ARCH PAGING, INC.
COMMITMENT LETTER
Accepted and agreed:
ARCH PAGING, INC.
By: /s/ J. Xxx Xxxxxx
---------------------------------
Name: J. Xxx Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
Date: August __, 1998
-11-
