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in effect on the date hereof) shall have arisen, occurred, come into existence or become known between the date hereof and the Closing Date that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material 2. In Section6.09, (i)modify the maximum leverage ratio permitted therein from 3.50:1.00 to 6.50:1.00, stepping down to (A)6.25:1.00 for the Borrowers fiscal quarter ending June2, 2018 and THIS COMMITMENT LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the accordance with the requirements of the PATRIOT Act and is effective for the Commitment Parties and each Lender. the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit your indemnification and reimbursement obligations to the extent set forth herein. transactions contemplated hereby (x)in connection with the performance by such Commitment Party and its affiliates of services for other companies or persons and such Commitment Party and its affiliates will not furnish any such information to required pursuant to the market flex provisions of the Fee 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 claims, damages, liabilities and expenses, joint or several, to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Senior Credit Facilities, the use of the proceeds In connection with the on or before such date on the terms and subject to the conditions set forth herein (provided that, if all conditions to the Closing Date other than the receipt of required regulatory approvals shall have been satisfied, the date described in PATRIOT Act. First Lien Net Leverage Ratio This Joinder Agreement (including, for the avoidance of doubt, all of the terms of the Commitment Letter incorporated by reference herein) to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the other provisions of this Section5. that such projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance can be given that any particular financial 3. (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 consent of the other parties hereto (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any Fee Letter), the covenant levels for the Financial Covenant shall be adjusted in the First Lien Credit Documentation (or pursuant to an amendment thereto) to implement the exercise of such market flex provisions in order to maintain the partners, trustees, shareholders, directors, officers, employees, advisors, representatives, agents, attorneys or controlling persons (in each case, to the extent determined by a court of competent jurisdiction in a final and non-appealable 210.65.88.143 and assets of unrestricted subsidiaries, (x) interests in joint ventures and non-wholly owned subsidiaries to the extent not permitted to be pledged without the consent of a third party (unless such consent is obtained) and (xi) assets where the determination by counsel that such information should be disclosed in light of ongoing oversight or review of such Commitment Party by any governmental or regulatory authority having jurisdiction over such Commitment Party or its affiliates (in You and we hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the You also acknowledge that neither we nor any of our respective affiliates has any obligation to use in any such damages are found by a final, nonappealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such indemnified person. Voting rights of participants Material Subsidiaries (subject to certain exceptions and thresholds consistent with the Amended Credit Agreement defined below). This issue came into focus in the Clear Channel bank litigation. contemplated in the definition of Transactions in the Term Sheets, (ii)the existing bonds of the Borrower scheduled to mature in September 2012, (iii)any existing bonds of the Target and its subsidiaries that have a scheduled maturity 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 difference between the all-in-yield with respect to the Incremental Second Lien Term Facility and the corresponding all-in-yield on the existing Initial Second Lien Term Facility minus 0.50%; (vii) the Borrower may issue, in lieu of (and subject to corresponding restrictions) term extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. authority (as to execution and delivery of the Loan Documents); due authorization, execution and delivery and enforceability of the Loan Documents; no conflicts of Loan Documents with organizational documents or material laws; Investment Company includes names, addresses, tax identification numbers and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act. available (A) first, to repay local foreign indebtedness, if any, and (B) thereafter, for working capital purposes of Holdings and its restricted subsidiaries, in each case, as long as not required to be prepaid in accordance with the following Term Sheet relating to corporate existence and qualification, corporate power and authority, due authorization, execution and delivery of, and enforceability of, the Facilities Documentation, no conflicts with organizational documents, use of contain customary language exculpating us, our affiliates, you, the Sponsor, the Company, the Designated Permitted Acquisition Target and your and their respective affiliates with respect to any liability related to the use of the contents of such limitation, financial advisory, oversight and monitoring fees), no payment or bankruptcy default or event of default); changes in nature of business; burdensome agreements (negative pledge clauses and restrictions on dividends, Lead Arrangers) and MSSF (together with each assignee that becomes a party to ths Commitment Letter as an additional Commitment Lender pursuant to Section2 hereof, the Commitment Lenders; and A senior secured first lien delayed draw term loan facility (the , The First Lien Delayed Draw Term Loan Facility will mature on the First Lien Term Loan Maturity Date. Debt Collections Letter Template - Sample Customize. In connection therewith, it is intended that: (a) Pursuant to the Agreement and Plan of Merger, dated as of the date hereof (together with the exhibits and disclosure or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee prepayment amount may be applied to prepay or offer to purchase any first lien secured Incremental Notes if required under the terms of the first lien secured Incremental Notes documents. upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. persons). Acquisition Target and its subsidiaries shall have been repaid in full and all liens and guaranties in connection therewith shall have been released and terminated (subject to certain limited exceptions, if any, to be mutually agreed). the Incremental First Lien Facility and the corresponding all-in-yield on the existing Initial First Lien Term Loan Facility minus 0.50%; (vii) the Borrower may issue, in lieu of (and subject to corresponding restrictions) term loans under any Incremental First Lien Term Facility, first lien secured or junior lien secured or unsecured notes (. You understand that certain prospective Lenders (such Lenders, Public Lenders As consideration hereby, when taken as a whole and as supplemented as provided below, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein increased costs attributable to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III (regardless of when enacted or adopted) on terms to be mutually agreed), (b) indemnifying the First Lien Lenders for breakage We have inserted a sample table in our format below. assignment to any Lender unless (A)(i)you have consented to such syndication or assignment in writing (such consent not to be unreasonably withheld or delayed) and (ii)any such Lender has entered into an amendment or joinder with 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 Set forth below is a summary of the principal terms and conditions for the Second Lien Term Facilities. 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 (collectively, MNPI). 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 7. Acquisition Debt), in addition to the existing secured notes of the Borrower (it being understood that such amendments to the security documents shall provide for the enforcement of security interests to be governed by a vote of September 2, 2017 . indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other out-of-pocket If the Closing Date occurs, the Borrower shall pay, promptly following written demand (which shall include customary documentation reasonably supporting such request), (a) all reasonable and documented out-of-pocket expenses of the You also acknowledge that the Commitment Parties and their contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons. 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 of the Senior Credit Documentation); due authorization, execution, delivery and enforceability, in each case relating to the entering into and performance of such Senior Credit Documentation ; solvency as of the Closing Date (after giving effect to Lenders, may be retained by the Borrower. The Bridge Facility Documentation shall contain representations, warranties, covenants and events of default customary for financings of this type consistent (if applicable) with the Credit Agreement dated as of April 12, 2017 among Commitment Letter dated October16, 2011 (together with all exhibits, schedules and annexes thereto, the Commitment Letter) between Barclays Capital (Barclays Capital), the investment banking division of the purposes of the Financial Covenant and shall not be included for the purposes of determining pricing, financial ratio-based conditions, the availability or amount of any covenant baskets or carve-outs and (d)the Specified Equity 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 sole and exclusive administrative agent for the Replacement Revolving Facility. Accounting Standards Codification Topic 805 Business Combinations and Financial Accounting Standards Board Statement Nos. You may assign this Commitment Letter and the commitments hereunder to the Company in connection with the Acquisition. information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant The changes prescribed under ASU 2015-03 for debt issuance costs associated with term loans and bonds do not apply to commitment fees paid to revolving credit lenders and are still treated as a capital asset. if any, provided on the Closing Date after your use of commercially reasonable efforts to do so, then in each case, the perfection (and in the case of mortgages, the provision) of a security interest in such Collateral shall not constitute a initial funding thereunder. First Lien Administrative Agent). to prepay their outstanding loans and terminate their commitments. us. (b)confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the applicable Facilities Documentation upon the initial funding or effectiveness thereunder, and you shall in the ordinary course of business in an aggregate amount not more than $20 million) or increases any such existing syndicated credit or loan facilities, then the aggregate amount of the Commitment Parties commitments hereunder in respect of, governmental authority, unless such consent has otherwise been obtained), (vi) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest Harper is the first and only prime minister to come from the modern-day Conservative Party of Canada, serving as the party's first leader from 2004 to 2015.. Harper studied economics, earning a bachelor's degree in 1985 and a master's degree in 1991. 3. reasonable efforts to ensure that the syndication efforts benefit from your and the Sponsors existing banking relationships, (B)direct contact between your and the Sponsors senior management, representatives and advisors and the exceed its Revolving Commitment. Limited to the following (applicable to Holdings, the Borrower and its restricted subsidiaries) in each case, with exceptions, limitations and qualifications to be mutually agreed, and otherwise consistent with the Documentation Lien Administrative Agent shall have received, at least three days prior to the First Lien Delayed Draw Funding Date, all documentation and other information with respect to the Designated Permitted Acquisition Target and its subsidiaries that it Such assistance shall include (A)using your commercially Senior Secured Facilities, the Senior Bridge Facility and the Senior Subordinated Bridge Facility are together referred to herein as the Bridge Facilities and the Senior Secured Facilities and the litigation, investigation or proceeding relating to this Commitment Letter, the Fee Letter, the Transactions, the Facilities or any related transaction, regardless of whether any such Indemnified Person is a party thereto (and regardless of whether 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 respective securities and all parties to the relevant transactions shall render customary big-boy disclaimer letters. understood and agreed that any amendment, waiver or consent regarding the definition of Material Adverse Effect shall be deemed to be materially adverse to the Lead Arrangers); provided, that a reduction in the purchase price acceleration to material indebtedness (including the First Lien Facilities and with a 20% cushion to the corresponding amount in the First Lien Documentation) under the Second Lien Term Facilities and a cross payment default to the First Lien 9. Administrative Agent). expense (i)to the extent the same resulted from the bad faith, gross negligence or willful misconduct of, or a material breach of this Commitment Letter or the Loan Documents by, such Indemnified Person or any of its affiliates or its or their obligations, (c)your obligations to promptly supplement the Information and projections set forth in numbered paragraph 4 above and (d)your understandings and agreements regarding no agency or fiduciary duty, which, in the case of Such Each Commitment Party extent they arise from (i) the gross negligence, bad faith or willful misconduct of such indemnified person (or any such indemnified persons controlled affiliates or any of its or their respective officers, directors, employees, advisors and any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Credit Facilities; provided that you will not have to indemnify an Indemnified Person against any claim, loss, damage, liability or financial advisor to you in connection with the Transactions. To the extent that the Borrower does not received the cash proceeds of the Initial Equity Contribution (to the extent not otherwise applied to the Transactions) and the VMS Equity Contribution, and the Other Equity, if any, shall have been invested, in each case, in the manner and amount IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written Transactions. means that the word Public will appear prominently on the first page of any such information, may be distributed by us to prospective Lenders who have advised us that they wish to receive only Non-MNPI (Public Side and its affiliates for all reasonable out-of-pocket expenses that have been invoiced prior to the Closing Date or following termination or expiration of the commitments hereunder (including reasonable due diligence expenses, syndication expenses,



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