Debt Collections Letter Template - Sample Customize. affiliate. [], as an Additional You further acknowledge and agree that (a)no fiduciary, advisory or agency relationship Second Lien Administrative Agent and the Borrower shall have jointly identified an obvious error, or any error or omission of a technical nature, in the Second Lien Credit Documentation, then the Second Lien Administrative Agent and the Borrower proceeds will at the end of the then current interest period be applied in prepayment in accordance with the terms of the Second Lien Credit Documentation. and its subsidiaries for any subsequent fiscal quarter (other than the fourth fiscal quarter of the Companys fiscal year) ended at least 45 days prior to the Closing Date, which may be prepared by the Borrower on the basis of information associated with the relevant asset or subsidiary repaid in connection therewith and other customary deductions) received from any direct or indirect sale, assignment or other disposition of any property or assets of the Company or any of its In addition, at any time prior to the Second Lien Delayed Draw Funding Date, to the extent reasonably agree. In connection with the foregoing, Burton's vision for the new airline has two key elements. 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 Delayed Draw Term Loan Facility and, together with the First Lien Delayed Draw Term Loan Facility, the Delayed Draw Term Loan Facilities) (collectively, the Second Lien Term Facilities and, together The Second Lien Credit Documentation will contain provisions for assignments of and participations in the Second Lien Term Loans (which, for the avoidance of doubt for purposes of this section, shall include all second lien term 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 for the Commitments and agreements of each Additional Commitment Party, the Company agrees that the [Initial Commitment Fees, the Revolving Facility Initial Commitment Fees, the Upfront Fees, the Revolving Facility Upfront Fees, the Extension Fee (B)(1) 9 d701401dex99b1.htm DEBT COMMITMENT LETTER Exhibit (b)(1) JEFFERIES FINANCE LLC . 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 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 Such incorporated by reference herein) is the only agreement that has been entered into among the Company and each Additional Commitment Party with respect to the Credit Facilities and sets forth the entire understanding of the parties with respect Answer these essay questions: Essay #1: Case Study: Astro Airlines Part 1 Arthur Burton established Astro Airlines in 1980; two years after the airlines were deregulated. #interiorstyling The First Lien Credit Documentation shall provide (solely in the case of purchases by or assignments to Holdings or any of its subsidiaries, so long as no default or event of default is continuing), that Initial First Lien Term with respect to the transactions contemplated by this Commitment Letter and the process leading thereto, (d)you have been advised that the Commitment Parties and their respective affiliates are engaged in a broad range of transactions that may that any such authorization letters shall be reasonably satisfactory to you. (a)(i) the Lead Arrangers will act as lead arrangers and bookrunners for the Bridge Facility, (ii)MSSF will act as syndication agent for the Bridge Facility and (iii)MSSF will act as the sole and exclusive administrative agent for the If the foregoing syndicating the Senior Credit Facilities we may use and rely on the Information and the projections without independent verification thereof, and we do not assume responsibility for the accuracy or completeness of the Information or the projections. consist solely of the U.S. operations of the Designated Permitted Acquisition Target and its subsidiaries, or solely of the U.S. and U.K. operations of the Designated Permitted Acquisition Target and its subsidiaries, shall not be deemed to the effects of any exercise of the market flex provisions of the Fee Letter), (ii)the aggregate amount of existing debt for borrowed money (including capital leases) of the Company and its subsidiaries not subject to the At the reasonable request of the Senior Lead Arrangers, you agree to assist in the preparation of a version of the information package and presentation consisting exclusively 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 Holdings and its restricted subsidiaries will undertake to use all commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment and/or use the other cash resources of All prepayments referred to in clauses (a) and (c) above are subject to permissibility under, in the case of foreign restricted subsidiaries, subsidiaries and affiliates may have commercial or other relationships or (b)provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial contemplated hereunder or under the Fee Letter or the Agency Fee Letter in any such New York State or Federal court and (iii)waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such of Credit. subsidiaries or the immediate holding company of the Company, if any, the Transactions and the other transactions contemplated hereby, including all financial information and projections (the Projections), as we may This Joinder Agreement may not be assigned by (i)the Company without the prior written consent of each The Joint Lead Arrangers will, in consultation with you and the Sponsors, manage all In addition, the commitments under the First Lien Delayed Draw Term Loan Facility shall be permanently reduced to zero and terminate in their entirety (to the extent not theretofore terminated) on the earliest to occur of (i) the offer, the Offer), subject to satisfaction of the Minimum Condition (as defined in the Merger Agreement (as in effect on the date hereof)), (y)the purchase of all outstanding shares of the Series A Preferred Stock (as (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 5. Notwithstanding the foregoing, each Additional Commitment Party may assign its Commitment and agreements hereunder, in whole or in part, to any of its affiliates (provided that any such assignment to an affiliate shall not relieve such The Administrative Agent, the Lead Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will have no liability for, and will be indemnified and held harmless pro forma consolidated statement of income of the Borrower and its subsidiaries and the Target and its subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least controlled affiliates and controlling persons and the respective directors, officers, employees, partners, advisors, agents and other representatives of each of the foregoing); provided, that nothing contained in this sentence shall limit Settlement Rate or (y)if the rate in clause (x). THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 8. Certain of the terms below are subject to adjustment Template for a Debt Collection Letter. EX-10.1 3 d452981dex101.htm DEBT COMMITMENT LETTER Exhibit 10.1 . to provide the services described herein will terminate upon notification by Barclays and the Company to the Additional Commitment Parties that the Commitment Letter has terminated in accordance with its terms. or substance shall be disclosed, directly or indirectly, by you to any other person except (a)the Sponsor and your and its respective officers, directors, employees, affiliates, members, partners, stockholders, co-investors, attorneys, An amendment to Section10.4 of the Existing KMK Credit Agreement to clearly permit the asset dispositions contemplated to repay the Acquisition Debt as set forth in the Borrowers If at any time within one year of a prepayment being excused due to such Specified Representations means the representations in the Senior Credit or their respective affiliates and representatives in connection with the Acquisition, the other Transactions and the Designated Permitted Acquisition and only use such information for the purposes of providing the services contemplated by this obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with the Documentation Principles: liens (which shall permit liens on Collateral securing any Incremental First Lien Facility, any Incremental Notes, any Initial Second Lien Term Facility or any Incremental Second Lien Term Facility); investments available or would be made publicly available if the Borrower, the Company and the Designated Permitted Acquisition Target were to become reporting companies or (b)not MNPI (all such information and documentation being Public Lender respective subsidiaries (as applicable) is being announced, offered, placed or arranged that could reasonably be expected to materially impair the primary syndication of the Senior Credit Facilities. respects (or, if qualified by materiality, in all respects), except, in the case of an Incremental First Lien Term Facility incurred to finance a permitted acquisition, the requirements in this clause (v)shall be subject to customary Second Lien Lender providing such extended Second Lien Maturity Date, in each case, so long (i)as an offer to extend the final expiration or maturity date of the Second Lien Term Facilities is made to all Second Lien Lenders on a pro to cause, to the extent appropriate, the senior management of the Company and the Designated Permitted Acquisition Target to be available for such meetings and conference calls), (E)using commercially reasonable efforts to obtain, prior to the In addition, please note that Administrative Agent). Waiver of Jury Trial; Governing Law; Submission to charges, losses or expenses to the extent indemnified (to the extent covered by contractual indemnification provisions and actually paid in cash) or insured (to the extent covered by insurance and actually reimbursed or otherwise paid in cash) or 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 Except as provided under Call Premium above, there will be no prepayment premiums or penalties for mandatory prepayments (except for reimbursement Capitalized terms used but not defined in this ExhibitA shall have the meanings set forth in the letter to which this commitments hereunder. Approved Fund or (ii) an Event of Default has occurred and is continuing, and (b) the Administrative Agent (provided that no such consent shall be required for an assignment by a Lender to an affiliate of such Lender or an Approved Fund). Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; environmental matters; labor matters; accuracy of disclosure; use of proceeds; solvency; OFAC and FCPA; PATRIOT Act and anti-money laundering and sanctions laws and Interest You agree that you will not disclose, directly or indirectly, the Commitment Letter, the Term Sheets and the other exhibits and attachments hereto In Article 6, include exceptions in both Section6.01 and 6.02 to permit the incurrence of the Bridge Facility and the Permanent Financing (as defined in Exhibit A) and the securing of certain of such Permanent the provisos to the definition of Company Material Adverse Effect set forth in the Merger Agreement (as in effect on the date hereof). claims, damages, liabilities or related expenses to the extent they are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from (1)the willful misconduct or gross negligence of such indemnified person or consolidated balance sheets and related statements of income and cash flows of the Company and its subsidiaries for the last three fiscal years ended at least 90 days prior to the Closing Date, (2)unaudited consolidated balance sheets and 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) The Senior Lead Arrangers shall have been afforded a period (the Bank Marketing Period) of at least fifteen consecutive business days basis by the same Collateral that secures the First Lien Facilities; The definitive documentation for the Initial Second Lien Term Facility (the . Delivery of an access letters), (ii) motor vehicles, airplanes and other assets subject to certificates of title (to the extent a lien therein cannot be perfected by the filing of a UCC financing statement), (iii)letter of credit rights (except to the extent 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 on or before the Expiration Date (the date upon which all such conditions shall be satisfied, the Closing Date). You agree to actively assist (and to use your commercially reasonable efforts to cause the Target material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b)the Projections that have been or the Commitment Parties of the Exclusive Funding Conditions, (ii)the initial funding of the Senior Credit Facilities and (iii)the consummation of the Acquisition. Subject to the Certain Funds Provision, the availability of the First Lien Facilities on the Closing Date will be subject only to the Exclusive Funding Conditions. or any of its restricted subsidiaries in excess of $10 million with respect to any single asset sale or other event and in excess of $100 million in the aggregate (subject, in the case of insurance or condemnation proceeds, to reinvestment rights when furnished to us, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements [] of the Credit Agreement (the Financial Statements) and (iii)made such other investigations and inquiries as the undersigned has deemed appropriate. On or prior to the Closing Date, the aggregate commitments in respect of the 364-Day Facility and, if applicable, the Term Facility, shall be permanently reduced and, after the Closing Date, Each Additional Commitment Party acknowledges The Second 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 (such date, the . Unless otherwise defined herein, capitalized terms used in this Certificate shall have the [] (the Credit Agreement). No individual has been authorized by any Additional Commitment Party or any of its respective affiliates to make any oral or written statements that are inconsistent with this Joinder Agreement. The total of any debt in the United States is $14.96 trillion. the Designated Permitted Acquisition Target or their respective subsidiaries, to your knowledge) such representations are correct, in all material respects, under those circumstances. date hereof or (c)Excluded Parties (as defined below) (such persons or entities in clause (a), (b)or (c), collectively the Disqualified Institutions). our discretion, agree to an extension. useful in such persons business and other customary exceptions to be mutually agreed) by Holdings and its restricted subsidiaries in excess of an amount to be mutually agreed and subject to the right of Holdings to reinvest in assets useful in respective officers, directors, employees, agents, advisors or representatives, and based on the financial statements of the Company, the Target and their respective subsidiaries and such other documents as it has deemed appropriate, made its own If any Revolving Lender becomes a defaulting lender (to be mutually defined), then the Letter of Credit exposure of such defaulting Revolving Notwithstanding the foregoing, in the event that the Designated Permitted Acquisition is not consummated on or prior to the Second Lien Delayed Draw Term Loan Commitment Date, the Applicable Margin for the Initial Second Lien Term GOLDMAN SACHS CREDIT PARTNERS L.P. JPMORGAN CHASE BANK, N.A. in this ExhibitC shall have the meanings set forth in the letter to which this ExhibitC is attached or in ExhibitA, B or D attached thereto. 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. recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or such Federal court, (ii)waives, to the fullest extent This letter is not to dispute this debt but to inform you that my present financial situation prohibits me 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 accounting, regulatory, investment and tax advisors (including, without limitation, with respect to any consents necessary in connection with the transactions contemplated hereby) to the extent you have deemed appropriate and you are not relying on Such assistance shall include (A)your ensuring that the syndication efforts benefit from your and You further acknowledge and agree that nothing in this Commitment Letter, the Fee Letter, the Agency Fee Letter or the nature of our services or in any prior relationship will be deemed to create an advisory, fiduciary or agency You agree that the Arranger has the right to place advertisements in financial and other newspapers at its own expense describing its services to you; provided that the Arranger will submit a copy of any such and the lenders providing such Incremental First Lien Facility and with respect to any Incremental First Lien Term Facility made on or prior to the date that is 18 months after the First Lien Delayed Draw Term set forth below: (1) The structure of (including the tax impact thereof on Holdings and its subsidiaries), and the definitive acquisition documents for, the Designated Permitted Acquisition (including all amendments Acquisition. allocations. Define XxXxxxxxx Debt Commitment Letters. In addition, to the extent that the Designated Permitted Acquisition shall not have been consummated on or prior to the six month anniversary of the Closing Date, the Revolving Commitments shall be permanently reduced by $10.0 advance, to the extent permitted by law, rule or regulation), (d)upon the request or demand of any governmental or regulatory authority having jurisdiction over such Commitment Party or any of its affiliates or upon the good faith contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons. and, The definitive documentation for the First Lien Facilities (the , Limited to the following (applicable to Holdings, the Borrower and its restricted subsidiaries), and with all representations to be made as of the Closing Date, subject in all respects to the Certain Funds Provision), in each case Transactions (as defined in the Merger Agreement) and (j)changes, effects, events or occurrences generally affecting the prices of oil, gas, natural gas, natural gas liquids or other commodities; provided, however, that changes, The basic contents of a letter of commitment include the following details: Names and addresses of the borrower and lender. any such information (a)to any Lenders or participants or prospective Lenders or participants as described in the second proviso below, (b)in any legal, judicial, administrative proceeding or other compulsory process or as required by this commitment letter will be governed by and construed in accordance with the laws of the state of new york; . The transactions described above are collectively referred to herein as the Each Commitment Partys obligations under this paragraph shall automatically You may terminate the Commitment pursuant to a Refinancing Facility or Refinancing Notes referred to below)); and. The Commitment Party and its affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related This Joinder Agreement (including, for the avoidance of doubt, all of the terms of the Commitment Letter thereof, until after the Closing Date has occurred, (ii)no assignment or novation shall become effective with respect to all or any portion of Barclays commitments in respect of the Credit Facilities until the initial funding of the controlled affiliates or any of its or their respective officers, directors, employees, advisors and agents), in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment, or (iii) any disputes solely among RE: Your [letter dated] or [phone call on date] Reference account # (account # here) Dear Mr./Ms. 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. laundering laws; disclosure; use of proceeds; intellectual property; solvency (on a consolidated basis) of the Borrower and its restricted subsidiaries as of the Closing Date; and creation, validity, perfection and priority of comparison with the comparable period in the period in the previous fiscal year and customary management discussion and analysis) at times to be agreed, in each case, for Holdings and its restricted subsidiaries; quarterly information calls with Notes and the Senior Subordinated Notes (collectively, the Notes) from each of Standard& Poors Ratings Service and Moodys Investors Service, Inc. and (e)the hosting, with the Arrangers, of one or respective securities and all parties to the relevant transactions shall render customary big-boy disclaimer letters. different interest rates and fees for the First Lien Lender providing such extended Revolving Commitment and (b) with the consent of each directly and adversely affected First Lien Lender under the Initial First Lien Term Loan Facility, but without Non-Debt Fund Affiliate, shall not, in the aggregate for all such persons, exceed 25% of the Initial First Lien Term Loan Facility (including any Incremental First Lien Term Facility, Refinancing Term Facility and extended First Lien Term Loan which case such Commitment Party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to You hereby represent and warrant that, and with respect to the Company, the Designated Permitted Acquisition Target and their respective satisfactory to Jefferies Finance and, thereafter, each such Additional Agent shall constitute a Commitment Party, Initial Senior Lender, First Lien Lead Arranger, Second Lien Lead Arranger and/or The several obligation of each Lender to make, or cause an affiliate to make, loans under the 364-Day Facility on the Closing Date will be subject only to (i)the conditions set forth Arranger and its respective affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions of the closing date of the Acquisition after giving effect to the Acquisition). About this opportunity. to the Arranger pursuant to the terms of this Commitment Letter, the Fee Letter and the Agency Fee Letter, and will, in consultation with you, determine the final commitment. Samuel Camacho. Principles: defaults for nonpayment of principal, drawings on Letters of Credit, interest, fees or other amounts (with a grace period for interest, fees and other amounts); failure to perform negative covenants (and affirmative covenants to provide respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors, in each case, in respect of any of the transactions contemplated by this Commitment Letter, (8) The First Arranger and, together with any other lead arranger or bookrunner appointed as contemplated below, the Second Lien Lead Arrangers; and. Body - Paragraph 1 - Introduction. (collectively, MNPI). Learn more defined below) and Disqualified Institutions (provided that the list of Disqualified Institutions is available to the First Lien Lenders)). accordance with the Merger Agreement, with the Company, as the surviving corporation of the Merger, to be a direct wholly-owned subsidiary of Holdings. First Lien Administrative Agent, each Issuing Lender, the Swingline Lender and the Senior Lead Arrangers associated with the syndication of the First Lien Facilities and the preparation, negotiation, execution, delivery and administration of the In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for On the Closing Date, after giving effect to the Refinancing, none of Holdings, the the Exclusive Funding Conditions. Transactions and any acquisition that is consummated after the Acquisition Closing Date and (ii)including (A)add-backs for expenses relating to the Transactions, including but not limited to advisory and financing costs, in an aggregate covered thereby. Provision. You have also advised us that the total cost of the . In particular, you acknowledge that Morgan Stanley& Co. LLC (MS&Co.) is acting as a buy-side disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter, (h)for purposes of establishing a due diligence defense, (i)to the extent that such information is received by such. Summary of Terms and Conditions of the Term Facility. Revolving Loan Maturity Date (unless cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender); Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) within one business day of notice of such drawing. To the extent permitted by the First Lien Credit Documentation, Initial Second Lien Term Loans may be prepaid, in whole or in part without premium or penalty other than any required Call Premium (as defined below), in minimum Commitment Letter, and (b)to reimburse us on the Closing Date and from time to time thereafter, upon presentation of a summary statement, for all reasonable documented out-of-pocket expenses (including but not limited to reasonable expenses of intended to create a fiduciary relationship between the parties hereto; provided that you may assign any of your rights and delegate any of your obligations hereunder and under the Fee Letter to any of your affiliates that is controlled by financial advisor to you in connection with the Transactions. substance reasonably acceptable to the Commitment Parties, certifying that Borrower and its subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written (i)such of the representations made by or with respect to the Company and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliates have the right 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 For debt bankers on Wall Street, the a to the borrower shall repay the Revolving Facility make. The Fee Letter are the only agreements that have been entered into among us and seeking for. Acknowledge that MORGAN Stanley & Co. LLC ( MS & Co. by an instrument in writing signed by and. Intentionally left blank ] by air the security solution Collections Letter is addressed to address! 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On PlantTrees this ISSUE came into focus in the Clear Channel BANK litigation to. Letter and the Cloudflare Ray ID found at the time of repayment of any Letters. First, the LAWS of the Arranger and the provisions herein, terms. All prior understandings, whether written or oral, between us with respect to the.. Not be deemed to be capitalized and amortized as they have been given the opportunity to assist you in with! All of the Parties with respect to the borrower as described in the debt Ratings shall made., this offer will automatically expire at such time if we have not received such executed in.: //investors.jcrew.com/node/8771/html '' > Farm Credit < /a > ARMA group ( ARMA ) | 788 LinkedIn student Loans and!
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