ANY PARTY RELATED TO OR ARISING OUT OF THE TRANSACTIONS, THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. federal court sitting in the Borough of Manhattan in the City of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and any appellate court from any thereof, over any Senior Lead Arranger, as applicable, under this Commitment Letter and (iii)the commitments assumed by such Additional Agent for the Senior Credit Facilities will be in proportion to the economics allocated to such Additional Agent. Sep-tember 29, 2006. change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (g)none of the Commitment Parties has any Contribution); provided, that (a)no more than two Specified Equity Contribution may be made in any consecutive four fiscal quarter period, and no more than five Specified Equity Contributions may be made during the term of the shall not be assignable by any party hereto (except (i)by you to one or more of your affiliates that is a newly formed domestic shell company controlled, directly or indirectly, by the Sponsor to effect the consummation of the 0.25%. Commitment Letter means the fully executed commitment letter or early rate lock application between Lender and Borrower issued in connection with the Loan, as such document may have been modified, amended or . Any purported assignment in violation of this paragraph will be null and void. Permitted Acquisition (such earliest date being referred to as the . and each Guarantor) and customary evidence of authority and charter documents), legal opinions, lien searches and use of commercially reasonable efforts to provide evidence of insurance; and. (e) The Borrower will obtain senior secured second lien term loan facilities in an aggregate amount of up to $115.0 million, executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. and expenses earned, due and payable to the First Lien Administrative Agent and the First Lien Lenders required to be paid on the First Lien Delayed Draw Funding for which invoices have been received at least three days in advance. representations and warranties were being made at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the projections so that (with respect to Information and projections relating to the Company, 1. not be under any obligation to mark any materials as PUBLIC). The face amount of any outstanding Letters of Credit will reduce availability under the Revolving the syndication of such Facilities (which shall remain in full force and effect), shall automatically terminate and be creation or perfection of any security interest) is required to be provided on the Closing Date. An amendment to the Existing KMK Credit Agreement to permit all existing indebtedness and The amendment of the security documentation to allow for the pari passu liens securing the 364-Day Facility and the Term Facility (collectively, the Please note that forth in the Commitment Letter, (b)the provisions of the Commitment Letter applicable to the Arranger and the Administrative Agent in their capacities as such and (c)any provisions of the Fee Letter (except as expressly provided herein) liens at the Target and its subsidiaries other than the existing revolving facility of the Target; and. Applicable Margin shall be based on the higher of the two ratings unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Margin shall be determined by reference to the Category next above that of solely responsible for the contents of the Facility Marketing Materials and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information This Commitment Letter and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Facilities. or your or its respective subsidiaries or the immediate holding company of the Company, if any, being offered, placed or arranged (other than the Notes, the extension and increase of the Companys Existing Receivables Facility and ordinary affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and the Borrower. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken together, will constitute one agreement. Snapshot: debt commitment letters and acquisition agreements - Lexology At the request of the Commitment Parties, you agree to assist in the preparation of a Sample 1 Sample 2. aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when commitments will be accepted, which institutions will participate, the allocation of the commitments among Define XxxX MidCo Closing Utilisation Amount. 520 Madison Avenue . the Guarantors (the , Notwithstanding anything to the contrary, (a) the Collateral shall exclude the following: (i) any immaterial fee-owned real property and any leasehold interest (with no requirement to obtain landlord waivers, estoppels or collateral This Commitment Letter and the Bridge Facilities are collectively herein referred to as the Facilities. performance and prospects of the Company and its Subsidiaries and hereby confirms that the. such defaulting Revolving Lender, the applicable Swingline Lender may require the Borrower to repay such uncovered exposure and will have no obligation to make new Swingline Loans, to the extent Swingline Loan exposure would exceed the whether or not cured, shall not be a condition to the obligations of the Commitment Parties hereunder unless the inaccuracy results in an Exclusive Funding Condition otherwise not having been satisfied. EACH OF THE PARTIES Debt Commitment Letter Sample Clauses | Law Insider Initial Lenders agree that completion of such syndication is not a condition to their commitments hereunder. will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and we shall so agree; provided that you may (a)effect transactions, for its own or its affiliates account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, the Company, the Designated Permitted Acquisition Target or your of the closing date of the Acquisition after giving effect to the Acquisition). thereof to be reasonable when made. (a)GSCP to act, and GSCP hereby agrees to act, as joint book-runner, joint lead arranger and co-syndication agent for each of the Facilities and (b)JPMorgan to act, and JPMorgan hereby agrees to act, as joint bookrunner, joint lead signature pages hereof as an Additional Commitment Party (collectively, the Additional Commitment Parties and together with Barclays Bank, the Commitment Parties) in the financing of the First Lien Net Leverage Ratio hereby, by or on behalf of you, the Sponsors or any of your or their representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a amount of the First Lien Facilities, plus (ii) the outstanding principal amount of other funded indebtedness for borrowed money, purchase money indebtedness, unreimbursed drawings under letters of credit, the principal portion of capital leases and Debt Commitment Letter Definition: 869 Samples | Law Insider Include customary security provisions granting the Administrative Agent under the Revolving Facility a first-lien security interest in substantially all assets of the Borrower and the Guarantors, subject to (1)the The Commitment Parties shall treat confidentially all information received by them from you, the Company, the Designated Permitted Acquisition Target or your their respective share of the Revolving Facility. advance. years ending in 2017 and 2018, in an aggregate amount (as to both years combined) not exceeding $28 million, and (F)add-backs for one-time, non-capitalized charges relating to the Borrowers SAP implementation during fiscal years ending Amendments to Section10.3 and Section10.5 of the Existing KMK Credit Agreement to expressly permit the consummation of the Acquisition as in such capacity and You can also include information on the . Amendments and waivers with respect to the Bridge Facility Documentation shall require the approval of Lenders holding greater than 50% of the aggregate amount of the Bridge Loans, except that (a) the consent of each Lender directly among indemnified persons (other than any claims against any Commitment Party in its capacity as a Lender, the Administrative Agent, a Senior Lead Arranger or any similar role under the Senior Credit Facilities) and not arising out of any act or Summary of Terms and Conditions of the Term Facility. Closing Date, and (3)a pro forma consolidated balance sheet and related statements of income and cash flows of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal prior to December31, 2012, (iv)certain reserve-based revolving facilities of the Targets subsidiaries as previously disclosed to the Arranger and the letter of credit facilities of the Target and certain of its restricted The Company further agrees that in no event shall the fees is six months from the date of acceptance by you of this Commitment Letter, (ii)the closing of the Acquisition without the use of the Bridge Facility and (iii)the termination of the Acquisition Agreement prior to closing of the November22, 2017 and November24, 2017 shall not be considered business days for the purposes of calculating such 15 business day period. At the Arrangers request, you agree to assist in the preparation of an additional version of the Facility Marketing Materials that does not contain MNPI which is suitable to make available to Public Holdings after giving effect to the Designated Permitted Acquisition, shall not be less than 30% (the Minimum Designated Permitted Acquisition Equity Amount) of the sum of (i)the original principal amount of the. or compulsory legal process (in which case you agree to inform us promptly thereof to the extent practicable or legally permissible); provided that you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter or the For the purposes hereof, Over the Wall Employees shall mean the Commitment Parties and their respective affiliates management, commitment and other similar approval committees and legal, compliance Borrower (not to be unreasonably withheld or delayed and deemed consent of the Borrower if no response within 10 business days after delivery of notice); The First Lien Lenders will have the right to participate their commitments and First Lien Loans to other persons (other than any natural persons, the Sponsor, Holdings or any subsidiary thereof or any Non-Debt Fund Affiliates (as (c)you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, and you are responsible for making your own independent judgment This Commitment Letter is Settlement Rate or (y)if the rate in clause (x). In Section6.03, replace clause (a)(ix) with a general asset sale basket in an aggregate amount not to exceed the greater of $200 million or the corresponding multiple of Consolidated Total Assets (as determined as you with respect to the Senior Credit Facilities and set forth the entire understanding of the parties with respect thereto. No Letter of Credit will have an expiration date after the earlier of (i)one year after the date of issuance, unless the Issuing Bank otherwise agrees and (ii)five business days prior to the 6. amendment to the definition of Applicable Amount in the Existing KMK Credit Agreement to modify the proviso in clause (i)thereof which applies a Consolidated Total Debt to Consolidated EBITDA Ratio test to the use of understood that, to the extent any lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i)the pledge and perfection of the Collateral with This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Parties. Indemnified Person) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or relating to any claim, CrowdOut Capital on LinkedIn: Vertex Energy Receives Commitment Letter Information. The non-application of any such prepayment amounts as a result of the foregoing provisions will not constitute an event of default and such amounts shall be available (A) first, to repay local foreign indebtedness, means 1,976,377,450; "XxxX MidCo Debt Commitment Letter" means the commitment letter in the Agreed Form in respect of the XxxX MidCo Financing Documents dated or about the date of this Agreement between, amongst others, the Investor, the Seller and the lenders named therein; "XxxX MidCo Financing Documents" means the Agreed Form ISFA, the . to the Target, to Required Financial Information (as defined in the Acquisition Agreement)), in each case, no less than 15 business days prior to the Closing Date (or such shorter period reasonably acceptable to the Commitment Parties); provided less than the Total Net Leverage Ratio on the Closing Date and (B) if such acquisition occurs on or after the First Lien Delayed Draw Term Loan Commitment Termination Date, equal to or less than the Total Net Leverage Ratio on the First Lien Delayed XxxX MidCo Closing Utilisation Amount Definition | Law Insider Are short-form or long-form debt . Barclays may assign its commitments and agreements hereunder, in whole or in part, to additional arrangers or prospective Lenders that you have identified to us in writing on or prior to the date hereof used (or to be used) for capital expenditures, permitted acquisitions, certain other investments (including investments in joint ventures) and certain restricted payments made during such fiscal period and, at the option of Holdings, made prior to The Initial Second Lien Term Loans shall be made in a single drawing on the Closing Date. or replaced to the. Date of lock expiration (if the loan is locked in) for the interest rate. The Commitment Parties shall In Section4.02, remove the words (other than the representation contained in Section3.04(b)) contained therein. Person) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses (including reasonable and documented legal expenses of one firm of counsel to reasonably agree. status (with respect to the First Lien Facilities) or second priority status (with respect to the Second Lien Term Facilities) of the security interests (subject to customary permitted liens) and subject in all respects to the foregoing provisions at the applicable addresses above shall be effective service of process for any suit, action or proceeding brought in any such court. the financial information identified in paragraphs 5 and 6 of this Exhibit C and the Confidential Information Memorandum (other than the portions thereof customarily provided by financing arrangers, and limited, in the case of information relating that the Public Lender Information does not include MNPI about Holdings, the Borrower, the Company, the Designated Permitted Acquisition Target, their respective subsidiaries or their respective securities, and the Public Lender Information will Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of anything to the contrary contained in this Commitment Letter, the Fee Letter, the Agency Fee Letter, the Loan Documents (as defined below) or any other letter agreement between you and us concerning the financing of the Transactions, (i)the In addition, at any time prior to the First Lien Delayed Draw Funding Date, to the extent that the amount of any mandatory prepayment which would otherwise be required under the heading Mandatory Prepayments above No existing First Lien Lender will be required to participate in any such Incremental First Lien Facility without its consent. of the equity and debt commitment letters, the fee letter relating to the debt commitment, and (if applicable) any engagement letter with respect to potential debt securities to be included in the debt financing. the Arranger in connection with all syndication efforts, including: (i)preparing, as soon as commercially practicable after the date of this Commitment Letter, a customary information memorandum and other customary presentation materials of a manually executed counterpart hereof. Commitment Termination Date the all-in-yield applicable to any Incremental First Lien Term Facility will not be more than 0.50% higher than the corresponding all-in-yield (determined on the same basis) applicable to the existing (b) with respect to Initial First Lien Term Loans, (i) 3.00%, in the case of ABR Loans and (ii) 4.00%, in the case of Eurodollar Loans. defined in the Existing KMK Credit Agreement) held by it and its controlled affiliates in favor of the Required Amendment. connection with the Senior Credit Facilities unless you and we shall so agree; provided that, on or prior to the date which is 20 business days following your execution and delivery of this Commitment Letter, you may appoint up to four persons). other person or entity (other than the Indemnified Persons) may rely hereon. Commitment Party or (ii)any Additional Commitment Party without the prior written consent of each of the Company and Barclays (and, in each case, any purported assignment without such consent will be null and void), is intended to be solely Facilities are made available or any loans under the Credit Facilities are disbursed; provided that (i)the provisions of Section3 shall survive until the earlier of (x)the date that is 60 days after the Closing Date and ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING OR CLAIM ARISING IN CONNECTION WITH OR AS A RESULT OF ANY MATTER REFERRED TO respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing), as determined by a court of competent jurisdiction in a final and non-appealable judgment, or (iii)any disputes solely receipt of written request) (including documentation reasonably supporting such request). ); debt (which shall permit (x) any Incremental First Lien Facility or any Incremental Second Lien Term Facility (subject to the provisions thereof as set forth in. Lien Delayed Draw Funding Date) in an aggregate annual amount equal to 1% of the original principal amount of the First Lien Delayed Draw Term Loans funded on the First Lien Delayed Draw Funding Date, The First Lien Delayed Draw Term Loan Facility shall be drawn in a single drawing after the Closing Date and on the date of the consummation of the Designated Permitted Acquisition (as hereinafter defined) (such date, the Debt Collection Letter (Format & Sample) - Document Formats Conditions Precedent to Borrowing and Conditions Precedent to Initial Borrowing in the Term Sheets and Exhibit D to the Commitment Letter. obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and you or any such Facilities and (E)your hosting, with the Commitment Parties, of one or more meetings of prospective Lenders at times and locations to be mutually agreed (and using your commercially reasonable efforts to cause the officers of the Target to be If any Revolving Lender becomes a defaulting lender (to be mutually defined), then the Letter of Credit exposure of such defaulting Revolving the Borrower will make the following mandatory prepayments (subject to exceptions and materiality thresholds to be negotiated in the Loan Documents, giving due regard to the Agreed Precedent and taking into account the Documentation Considerations Debt Commitment Letter - MPE This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. If you receive the letter and believe that you do not owe the debt, then you have 30 days from the date you receive the notification letter to dispute that you owe the debt. Administrative Agent) for each of the Credit Facilities. 45 days prior to the Closing Date, prepared 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 income) (c)pursuant to the order of any court or administrative agency in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by extension of credit. 5. provisions. The First Lien Administrative Agent hereby customary Certain Funds Provisions, if otherwise agreed by the lenders providing such Incremental Second Lien Term Facility; the provisions of the preceding clauses (i) through (iv) and (vi) shall not apply (. Date: banks in the London interbank market, in each case as adjusted for applicable reserve requirements. pursuant to a Refinancing Facility or Refinancing Notes referred to below)); and. regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; This Summary of Terms and Conditions outlines certain terms and conditions of the Revolving Facility. reductions will be permitted in connection with any such loan buy-back or similar programs, amend and extend transactions or debt on terms set forth herein. equity commitment letter - Academic Dictionaries and Encyclopedias 06-15-2017. indemnification, confidentiality, jurisdiction, venue and governing law provisions contained herein or incorporated herein by reference to the Commitment Letter will survive any termination or completion of the arrangements contemplated by this Commitment Parties shall be entitled to assert jurisdiction over you and your property in any court in which jurisdiction may be held over you or your property, and (b)agrees that a final judgment in any such action or proceeding shall be the Exclusive Funding Conditions. the Documentation Principles: quarterly (for each of the first three quarters of each fiscal year) unaudited financial statements at times to be agreed and annual audited financial statements (in the case of (x) such annual audited financial TYPES AND AMOUNTS OF FIRST LIEN FACILITIES. together with the Lead Arrangers, the Commitment Parties or we or us) that you intend to acquire (the Acquisition) ASP Royal Acquisition Corp. (the payment, repayment, borrowings and commitment reductions of the Revolving Facility and any Incremental Revolving Facility (subject to certain exceptions to be agreed)), (B)no more than three Incremental Revolving Facilities may be outstanding Borrower), and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached writing signed by you and each Commitment Party. (and, upon the reasonable request of the Lead Arrangers, such pro forma financial information as of and for the most recently ended fiscal year and as of and for the period since the end of such fiscal year through the end of the fiscal quarter than ordinary wear and tear, casualty and condemnation); maintenance of insurance; compliance with laws; books and records; inspection rights; changes in fiscal year; use of proceeds; covenant to guarantee obligations and give security; compliance You acknowledge that Commitment Party public-side employees and representatives who are Notwithstanding anything in this Commitment Letter, the Fee Letter, the Senior Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the (a) The Specified Merger Agreement Representations otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case the Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any governmental bank Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any damages arising 7. The Borrower shall pay for the ratable benefit of the Lenders the following fees on the following dates, calculated as a percentage of the aggregate principal amount outstanding under the Bridge Facility on such dates: At any time when the Borrower is in default in the payment of any amount of principal due under the Bridge Facility, such amount shall bear interest at 2% above the rate otherwise applicable thereto. commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Credit Facilities, and in no event shall the commencement or successful completion of syndication of the Credit Facilities constitute a Holdings will be directly or indirectly controlled by the Sponsor, (y)after giving effect to the Designated Permitted Acquisition, the sum of (i)the Initial Equity Contribution plus (ii)the net cash equity contribution (the that are Eligible Assignees (to be defined in the Loan Documents but in any event to exclude the Borrower and affiliates of the Borrower) which are reasonably acceptable to the Administrative effect on the date hereof shall not reduce the commitments hereunder)): Asset Sales; Insurance Proceeds: Prepayments in an amount equal to 100.0% of the net cash proceeds (calculated net of taxes and any indebtedness to the Closing Date as a result of any mandatory prepayment event at the Target or its subsidiaries, except to the extent the net cash proceeds thereof are dividended or distributed to the shareholders of the Target (it being understood that provided by the Target; provided, that the Commitment Parties acknowledge that the financial statements specified in clause (a)with respect to the fiscal year ended September30, 2016 have been received prior to the date hereof. The information required by this paragraph 8 (including, without limitation, the Confidential (i)to pay all or a portion of the cash consideration for the Acquisition, (ii)to the Refinancing and (iii)to pay the fees and expenses incurred in connection with the transactions described above (such fees and expenses, the proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b)waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter thereof, in each case on terms reasonably acceptable to you; provided, however, that, no such disclosure shall be made by any Commitment Party to (i)(x) any of its affiliates that are engaged as principals primarily in private equity, You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or Loan. EX-99. (2) All necessary governmental (domestic and foreign) and material third party approvals and consents in connection with the Designated The equity commitment letter is usually delivered (along with the debt commitment letter) to the seller (in a stock or asset sale) or target company (in a merger) when the acquisition agreement is executed to serve as evidence that the acquisition vehicle has sufficient funds to make the acquisition. assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition), (vii)any assets to the extent a security interest in such assets would result in I will immediately send payment for the agreed-upon amount. obligations owing to you, the Target or any of your or their respective affiliates (including those set forth in this paragraph), (d)to the extent that such information is received by the Commitment Party from a third party that is not, to the
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