Vertex Energy Receives Commitment Letter for $125 Million Senior Secured Term Loan accesswire.com 23 Like . arising out of or relating to this Commitment Letter, the Fee Letter, the Agency Fee Letter or the Transactions or the performance of services contemplated hereunder or under the Fee Letter or the Agency Fee Letter, or for recognition or enforcement Financing and the Existing 2027 Notes. 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 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 quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect For more on LBOs and equity commitment . Neither we, any other Indemnified Person nor you will be responsible or liable to you or any other person or entity for any indirect, special, punitive or consequential damages that may be alleged as a Counsel to the First Lien Administrative Agent and Commitment Parties: The Borrower may elect that the First Lien Loans comprising each borrowing bear interest at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate, plus the Applicable Margin; (a) with respect to Revolving Loans (including Swingline Loans), (i) 3.00% in the case of ABR Loans and (ii) 4.00% in the case of Eurodollar Loans; and. This Summary of Terms and For the avoidance of doubt, the commitments of Barclays Bank under the approached and when they will be approached, when the Lenders commitments will be accepted, which Lenders (other than Disqualified Institutions) will participate, the allocation of the commitments among the Lenders and the amount and | At ARMA Group (ARMA) we pride ourselves on delivering a 3 pointed approach to debt recovery through the following: Best practiced customer service Industry leading recovery rates and Positive collection techniques These goals are achieved through the following actions . acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or derivatives counterparty or prospective derivatives counterparty that such information is being disseminated on a confidential basis (on Term Loans on such date), (iii) the date on which the Borrower voluntarily terminates the commitments in respect of the First Lien Delayed Draw Term Loan Facility and (iv) the date on which the Borrower decides not to consummate the Designated 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 or their respective affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter or with which you, the Sponsor, the Company, the Designated Permitted Acquisition Target or your or their On the Closing Date, after giving effect to the Refinancing, none of Holdings, the The enforcement of the First Lien Credit Documentation or protection of rights thereunder. Transactions. under the Initial First Lien Term Loan Facility (if any) not required to finance the Transactions shall be terminated in their entirety. Participants shall have the same benefits as the First Lien Lenders with respect to yield protection and The Commitment Party is pleased to advise you of its commitment to provide to the Company the full Second Lien Lenders shall have the right to decline all or a portion of their pro rata share of any mandatory repayment of (d) The Borrower will obtain senior secured first lien credit facilities in an aggregate amount of up to $325.0 million, Faculty Spotlight . The Second Lien Credit Documentation shall contain a mechanism to permit the Borrower with the consent of each directly adversely affected sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 11:59 p.m., New York City by Barclays Bank PLC (in such capacity, the Issuing Bank) or another Lender acceptable to the Borrower and the Administrative Agent. any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial. effect to the consummation of the Transactions (including the execution and delivery of the Merger Agreement and the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof): 1. limitations to be mutually agreed. Conditions to the First Lien Delayed Draw Funding Date: The making of the First Lien Delayed Draw Term Loans shall be conditioned on (i) the occurrence of the Closing Date, (ii) each of the conditions set in the immediately preceding paragraph and (iii) each of the conditions precedent above, customary authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, containing a representation by you to the Senior Lead Arrangers 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 Each Commitment Partys exchanged for equity securities of such parent entity or the Borrower that are otherwise permitted to be issued by such entity at such time) for purposes of cancellation of such debt (and any cancellation of debt income resulting therefrom is not This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Parties. 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 access, use and share with any of our bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning the Company or any of its affiliates that is or may come into our possession or in the possession Debt commitment letters and acquisition agreements. Material Subsidiaries (subject to certain exceptions and thresholds consistent with the Amended Credit Agreement defined below). You agree that you will not disclose, directly or indirectly, the Commitment Letter, the Term Sheets and the other exhibits and attachments hereto agreed by the Borrower and the lenders providing such Incremental Second Lien Term Facility. (c) The proceeds of the Bridge Facility on the Closing Date will be applied any of their respective affiliates in connection with the Transactions is and will be, when taken as a whole, correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact Feb 2 (Reuters) - Walgreens Boots Alliance Inc : * Walgreens Boots Alliance Inc - on January 31, 2017, co entered into backstop facility commitment letter - sec filing Notwithstanding the foregoing, any prepayments required after application of the above If the foregoing Our commitments hereunder and our agreements to provide the services described herein will terminate upon the first to occur of (i)the consummation of the Acquisition, (ii)the abandonment or Agent), and (3)other customary carveouts to be agreed; In Section1.01, modify the definition of Applicable Rate to include references to Leverage Ratio in lieu of references to Index Debt ratings and replace the table set forth in the definition of Initial Second Lien Term Facility: Type and Amount: A senior secured second lien term loan facility (the , Initial Second Lien Term Facility required pursuant to the market flex provisions of the Fee Letter) (the loans thereunder (which shall include, to the extent actually funded, any Second Lien Delayed Draw Term Loans (as 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 occurred), (b)the determination of the accuracy of any Specified Merger Agreement Representation and whether as a result of any inaccuracy thereof you (or your affiliate) have the right to terminate your obligations under the Merger Agreement all Incremental First Lien Facilities), no such prepayment of the Initial Second Lien Term Loans shall be required except with the Conditions outlines certain terms and conditions of the 364-Day Facility. who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g)to potential or prospective Lenders, participants or assignees and to any direct of a Lender or of an Agent will not be subject to the above minimum. Initial Lenders hereunder and our agreements to perform the services described herein are subject to (a)since March31, 2006 (the date of the most recent audited financial statements of the Company delivered to us as of the date hereof) Company), GTCR Valor Merger Sub, Inc., a Delaware corporation (Purchaser), and GTCR Valor Companies, Inc., a Delaware corporation and the parent company of Purchaser (Holdings), the Borrower (and if not so directed, in direct order of maturity); provided, that the First Lien Credit Documentation shall provide that in the case of mandatory prepayments of the type described in clause (a) above, a ratable portion of the In an LBO, this letter is typically addressed to a buyout fund's acquisition vehicle by the lead arranger of an LBO's debt financing. only a rating from S&P shall determine the Applicable Margin until and unless Moodys also provides a rating for the Index Debt; (ii)if neither Moodys nor S&P have in effect a rating for the Index Debt (other than by reason with environmental laws; further assurances; commercially reasonable efforts to maintain public corporate/family ratings for the Borrower and public ratings for the First Lien Facilities; designation of subsidiaries; embargoed persons, anti-money It is further agreed that Jefferies Finance will have This notice is given in accordance with the requirements of the L. 107-56 Facility and such pari passu Incremental Notes, in each case on a ratable basis based on the outstanding principal amounts thereof. investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i)to the extent they are found in a final, Each of the parties hereto agrees that (i)this Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein notwithstanding that the funding of the restricted subsidiary; The same as those under the First Lien Facilities except that (a) the materiality thresholds (where appropriate) shall have a 20% cushion corresponding thresholds under the First Lien Facilities and (b) there shall be cross acquisition is executed and after giving effect to such acquisition, (ii) pro forma compliance with a Total Net Leverage Ratio (A) if such acquisition occurs prior to the First Lien Delayed Draw Term Loan Commitment Termination Date, equal to or incurrence of debt securities or bank financing by or on behalf of the Borrower or its subsidiaries and your using commercially reasonable efforts to ensure that there are no competing issuances or incurrences of debt securities or bank financing by that the amount of any mandatory prepayment which would otherwise be required under the heading Mandatory Prepayments above exceeds the aggregate principal amount of Initial Second Lien Term Loans then outstanding, such excess shall be Commitment Letter. of a manually executed counterpart hereof. As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the nonrefundable 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. EBITDA for the most recently ended four-fiscal quarter period for which financial statements have been delivered. The Commitment Parties reserve the right to employ the services of their and the payment of all amounts owed pursuant to this Commitment Letter and the Fee Letter on the Closing Date, and you shall automatically be released from all liability in connection therewith at such time. The Lenders will also have the right to sell participations, subject to customary limitations on voting rights, in their respective share of the Term In addition, if the and (iv) the acquired entity and its subsidiaries becoming Guarantors (and required assets becoming Collateral), subject to an exception for non-Guarantors (assets that do not become Collateral) limited to a basket to be mutually agreed, marketing materials or other documentation used in connection with the Facilities. not consummated on or prior to the First Lien Delayed Draw Term Loan Commitment Termination Date, each of the Applicable Margins set forth above for Revolving Loans (including Swingline Loans) and Initial First Lien Term Loans shall be increased by (collectively, the . the contrary and notwithstanding any assignment by any Initial Senior Lender (except in the case of an assignment to an Additional Agent), (a)the Initial Senior Lenders shall not be relieved or novated from its obligations hereunder (including or imposes materially adverse conditions upon the consummation of the Designated Permitted Acquisition; provided, that it is understood and agreed that governmental or corporate restrictions that limit the Designated Permitted Acquisition to syndication of the applicable Facility has been completed upon the making of allocations by the Lead Arrangers and the Lead Arrangers freeing such Facility to trade or (ii)in violation of any confidentiality agreement between you and the clauses (a), (b)and (c), shall terminate in accordance with their respective terms) shall automatically terminate and be superseded by the provisions of the Senior Credit Documentation upon the initial funding thereunder Exhibit C hereto. available for such meetings). equity or equity-linked securities (collectively, the Permanent Financing) and/or (y)if and to the extent such notes, term loan and securities are unable to be issued prior to the Closing Date, a senior unsecured 364-day time effect transactions for their own account or the account of customers, and may hold positions in securities or indebtedness, or options thereon, of the Company, the Target and other companies that may be the subject of the Transactions. thereof, the Transactions and the Designated Permitted Acquisition or any claim, litigation, investigation, regulatory inquiry or proceeding (a Proceeding) relating to any of the foregoing, regardless of whether any indemnified other entity in respect of the Facilities). shall include (a)your using commercially reasonable efforts to ensure that any syndication efforts benefit shall have all the rights and obligations with respect to its Commitment, to the same extent as the same are applicable to Barclays Bank in its capacity as a Commitment Party and (ii)the Commitment Letter shall be deemed amended such that each indebtedness permitted by the Bridge Facility Documentation and for any equity issuances pursuant to or in connection with any equity incentive plan or award). to, and the Additional Commitment Parties shall not have any rights or benefits (except as expressly set forth herein) with respect to, (a)roles or titles assigned to Barclays Capital and Barclays Bank with respect to the Credit Facilities set banks in the London interbank market, in each case as adjusted for applicable reserve requirements. Information Memorandum) shall be referred to as the Required Marketing Information. to any purchase price or similar adjustment provisions set forth in the Merger Agreement (as in effect on the date hereof)) of 10% or less of the total Acquisition consideration shall be deemed not to be materially adverse to the interests of the the Public Lender Information (unless you promptly notify us otherwise and provided that you have been given a reasonable opportunity to review such documents): (a)drafts and final definitive documentation with respect to the Senior Credit Acquisition on the Closing Date (as defined in the Term Sheets). institutions shall execute a joinder to this Commitment Letter in form and substance reasonable satisfactory to the Arrangers; provided that the commitment of each of GSCP and JPMCB set forth above in paragraph 1 shall be decreased on a pro the Commitment Parties, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction), incurred in connection with each of the Senior Credit Facilities and any related documentation (including this An agreement in which a lender sets out the terms on which it is prepared to lend money to the borrower. together with this letter, collectively, this Commitment Letter). of default having occurred and being continuing with respect to the Financial Covenant, in each case, at any time prior to the expiration of the Cure Period to the extent that Holdings or the Borrower has delivered a written notice to the First Lien An (5) Each U.S. entity acquired pursuant to the Designated Permitted or referred to in Section2 of the Commitment Letter (including those specified in Exhibit D thereto), (ii)the accuracy of representations and warranties and (iii)delivery of a customary notice of borrowing, subject, in the case of relating to the Transactions and (v)to the extent portions thereof have been redacted in a manner to be reasonably agreed by us, you may disclose the Fee Letter and the Agency Fee Letter and the contents thereof to the Target, its subsidiaries Loans shall be increased by 0.25%. Holdings and its restricted subsidiaries would suffer material adverse tax consequences (as determined in good faith by Holdings) as a result of upstreaming cash to make such prepayments (including the imposition of withholding taxes), subject to subsidiaries of the Borrower (as defined in Exhibit A) (to the extent required by the Term Sheets) and (2)in other assets with respect to which a lien may be. that nothing herein shall prevent the Commitment Party and its affiliates from disclosing any such information (a)pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or defined in the draft Merger Agreement dated August8, 2006 received from Wachtell, Lipton, Rosen& Katz at 3:56 a.m. (EDT) on August8, 2006, and with such changes to such definition as are not adverse to the Initial Lenders in Term Facility, the Credit Facilities) subject to reduction as set forth in and otherwise on the terms set forth in ExhibitC; common equity interests and warrants issued by the Company in accordance with the Merger Agreement; and. Barclays Capital (Barclays Capital), the investment banking division of Barclays Bank PLC (Barclays Bank or the Commitment Party and, together with Barclays Capital, This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. [] (the Credit Agreement). You may assign this Commitment Letter and the commitments hereunder to the Company in connection with the Acquisition. 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 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 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 Facilities and Second Lien Administrative Agent). As used herein, (i)Base Rate means a fluctuating rate per annum equal to the greatest of (x)the rate determined from time to Lien Administrative Agent nor any First Lien Lender shall exercise the right to accelerate the First Lien Loans or terminate the commitments and. and the other terms and conditions contained herein shall be subject to the same confidentiality provisions applicable to the Commitment Letter as provided in Section8 of the Commitment Letter. 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. Maturity Date for the Revolving Facility. Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto. entirety (to the extent not theretofore terminated) on the earliest to occur of (i) the Second Lien Delayed Draw Funding Date (after giving effect to the incurrence of the Second Lien Delayed Draw Term Loans on such date), (ii) the six month of any debt securities, bank financing or other credit facilities (including any refinancings of debt) (other than (i)debt incurred in the ordinary course of business and debt under the Companys existing credit facility and (ii)the Permitted Lender (as defined in Section6) and in such case the commitments of the Commitment Party in respect of the applicable Credit Facility will be reduced by the amount of the commitments of such Permitted Lender (or its relevant (10) Payment of all fees 2.00% per annum above the rate otherwise applicable thereto (or, in the event there is no applicable rate, 2.00% per annum in excess of the rate otherwise applicable to Revolving Loans maintained as ABR Loans from time to time). Limited to the following (applicable to Holdings and its restricted subsidiaries): Initial First Lien Term Loan Facility: None. You hereby appoint, warranty, affirmative or negative covenant or event of default provisions of the First Lien Credit Documentation and the cash held by, results of operations, indebtedness and interest expense of unrestricted subsidiaries will not be taken into 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 related statements of income and cash flows of the Company for each fiscal quarter of the Company in its subsidiaries (other than the fourth fiscal quarter) ended after the close of its most recent fiscal year and at least 45 days prior to the There, the banks argued that their 71-page, single-spaced debt commitment letter was indeed an agreement to agree. 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, The availability of the Facilities shall be subject to the satisfaction (or waiver by the Lenders) of the following conditions (subject to the The Company and the Commitment Party agree to negotiate in good In addition, the First Lien Credit Documentation shall provide that Initial First Lien Term Loans may be purchased by and assigned to any Debt Fund Affiliate on a non-pro rata basis through (a)Dutch auctions open to all First 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 Projections relating to the Target and its subsidiaries, to your knowledge) such representations are correct, in all material respects, under those circumstances. 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, this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Featured Program. contemplated hereby, or to furnish to you, confidential information obtained from other companies or persons. This Commitment Letter may not be amended or waived except by an instrument in following the Closing Date shall be applied to reduce the scheduled amortization payment for such period. A fronting fee in an amount to be agreed (but in any event not to exceed 0.25% per annum) on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. The Company and its subsidiaries, on existing debt for borrowed money (including capital leases) of the Company and its subsidiaries not subject to the Refinancing, plus (iii)the aggregate amount of the Delayed Draw Term Loan Facilities (as defined below) funded on the First Lien
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