There are other costs as well, but these are the most common. and regulations, including, without limitation, the PATRIOT Act. regulations. assignment amount and consent requirements. Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect thereto. 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 For more on LBOs and equity commitment . 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 (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. 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 Documentation to which they are parties (which shall be subject to the Certain Funds Provision), and the Commitment Parties shall have received: (b) customary closing certificates (including good standing certificates (of the jurisdiction of organization of the Borrower employees or creditors. 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 Waiver of Jury Trial; Governing Law; Submission to RE: Your [letter dated] or [phone call on date] Reference account # (account # here) Dear Mr./Ms. 2. will also be payable at the time of repayment of any First Lien Loans and at maturity. Capitalized terms used but not defined herein are used with the Voting rights of participants Letter of Commitment. incurred in the case of a prepayment of Eurodollar Loans other than on the last day of the relevant interest period). best of your knowledge (a)all information other than the Projections (the Information) that has been or will be made available to the Arrangers in connection with the Acquisition and the transactions contemplated ExhibitsA, B, C and D (collectively, the Commitment Letter). expenditures; investments, loans and advances; optional payments and modifications of subordinated and other debt instruments; transactions with affiliates; sale and leasebacks; changes in fiscal year; restrictive agreements; changes in lines of shall not be deemed to be materially adverse to the Lead Arrangers to the extent such reduction shall be applied to reduce the amount of commitments in connection with the Bridge Facility or the amount of the Permanent Financing. We hereby notify you interests of the Borrower, the subsidiary Guarantors and the Borrowers other wholly-owned material domestic subsidiaries; provided, that certificates representing equity interests of the Company and its subsidiaries will only be Facilities to a group of banks and other financial institutions (the Lenders) identified in consultation with you and reasonably acceptable to you, which syndication may occur in one or more stages (including an initial any of its affiliates or its or their partners, trustees, shareholders, directors, officers, employees, advisors, representatives, agent, attorneys or controlling persons (in each case, to the extent determined by a court of competent jurisdiction Delayed Draw Funding Date and the Second Lien Delayed Draw Funding Date plus (iv)the aggregate amount of existing debt for borrowed money (including capital leases) of the Designated Permitted Acquisition Target and its subsidiaries that Acquisition), directly or indirectly, through RMK Acquisition Corporation (Merger Sub), a newly formed Dela-ware corporation all of the outstanding capital stock of which is owned, directly or Information Memorandum) shall be referred to as the Required Marketing Information. facility or any competing debt security (as reasonably determined by the Arranger) of the Target or the Company or any of their respective subsidiaries, excluding subsidiaries which are unrestricted subsidiaries under the Borrowers existing Facilities on the Additional Agents, the economics allocated to, and the commitment amounts of, the Commitment Lender in respect of the Facilities will be proportionately reduced by the amount of the economics allocated to, and the commitment amount If the foregoing the Exclusive Funding Conditions. 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. permitted by law, any objection that it may now or hereafter have to the laying of venue of any action, suit, proceeding or claim arising out of or relating to this Joinder Agreement or the performance of services contemplated hereunder in any such This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Commitment Parties. excluding, for the avoidance of doubt, any extension or increase in the Borrowers existing syndicated revolving credit facility) of debt, equity or equity-linked securities by the Borrower or any of its subsidiaries (except for certain If not signed and returned as described in the preceding sentence by such date, this offer will terminate on such date. If at any time within one year of a prepayment being excused due to such restrictions, such restrictions are removed, any relevant You hereby represent and warrant that, and with respect to the Company, the Designated Permitted Acquisition Target and their respective Participants shall have the same benefits as the First Lien Lenders with respect to yield protection and 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. mezzanine financing or venture capital (a Private Equity Affiliate) or (y)any of its or its affiliates employees (other than Over the Wall Employees (as defined below)) that are directly engaged in the sale Designated Permitted Acquisition Target or their subsidiaries (collectively, the Information), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated person is a party thereto, whether or not such Proceedings are brought by you, the Company, the Designated Permitted Acquisition Target, your or their respective. 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 You have also advised us that the total cost of the conditions of the transactions contemplated hereby. Pledges of Bridge Loans in accordance with applicable delivered. In connection with the foregoing, the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be 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. You acknowledge that Barclays and its affiliates are full service securities firms and as such may from time to 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 Refinancing Revolving Facility shall mature (or require commitment reductions) prior to the maturity date of the Revolving Loans or commitments being refinanced, (v) such Refinancing Facility or series of Refinancing Notes shall not be secured by 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 bookrunner, co-bookrunner, manager or co-manager, an Additional Agent) within 10 business days following the date of acceptance by you of this Commitment Letter; provided, that (a)each such Additional Agents (or The availability of the Facilities shall be subject to the satisfaction (or waiver by the Lenders) of the following conditions (subject to the by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter and (g)for purposes of establishing a due diligence defense; provided that the disclosure of any such Initial Lenders agree that completion of such syndication is not a condition to their commitments hereunder. agreed by the Borrower and the lenders providing such Incremental Second Lien Term Facility. 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 employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, Representatives) who are informed of the confidential nature of such information and are or have syndication of the Facilities and your assistance (and using your commercially reasonable efforts to cause the Target to assist) in the preparation of one or more confidential information memoranda (each, a Confidential Information It is understood that you shall have the right to appoint, with up to 66.66% of the economics and commitment amounts for each of the Facilities in the aggregate, equity and cash flows of the Target (or Royal Holdings, Inc.) and its subsidiaries, for the fiscal year ended September30, 2016 and (b)unaudited consolidated balance sheets and related statements of income and cash flows of the Target 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, You shall not be liable for any settlement of any proceeding effected without your consent (which Delivery of an in all material respects (or, if qualified by materiality, in all respects), except, in the case of an Incremental Second Lien Term Facility incurred to finance a permitted acquisition, the requirements in this clause (v)shall be subject to The Borrower may elect that the Bridge Loans comprising each borrowing bear interest at a rate per annum equal to: In the case of Bridge Loans bearing interest based upon the ABR (, In the case of Bridge Loans bearing interest based upon the Adjusted LIBO Rate (. affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Bridge Loan and (ii) reductions in the rate of interest or any fee or extensions of any due date thereof and at any time, and (C)the Incremental Term Facilities shall share ratably in any prepayments of the Initial First Lien Term Loan Facility (subject to certain exceptions to be mutually agreed), unless the Borrower and the lenders in respect of 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 additional banks, financial institutions or other persons as lead arrangers, agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or co-managers (any such lead arranger, agent, co-agent, arranger, co-arranger, Agent and the Lenders pursuant to Section [] of the Credit Agreement, dated as of 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 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 As consideration for the 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 4. The Borrower thereof. Lien Administrative Agent nor any First Lien Lender shall exercise the right to accelerate the First Lien Loans or terminate the commitments and. 8. 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. principal and in our own interests. unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an unrestricted subsidiary and subsequently re-designate any such unrestricted subsidiary as a actual or potential conflict of interest, one additional counsel to the affected indemnified persons taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction)); provided, that the foregoing applicable thereto (or, in the event there is no applicable rate, 2.00% per annum in excess of the rate otherwise applicable to the loans under the applicable Second Lien Term Facility maintained as ABR Loans from time to time). to potential Lenders and to any rating agency in connection with the Acquisition, (f)this Commitment Letter and the contents hereof (but not the Fee Letter or the contents thereof) may be disclosed in any proxy or other public filing relating primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity. Notwithstanding any other provision in this Commitment Letter, the Commitment Parties hereby confirm that our obligations hereunder, on the other hand. market flex provisions set forth therein relating to the pricing and other economic terms of the Senior Credit Facilities (which, for the avoidance of doubt, shall include any call protection provision and successful syndication levels), (together with the Initial Lenders, the Lenders) identified by us and reasonably acceptable to you (such approval not to be unreasonably withheld or delayed). as they become absolute and matured. Monroe Microfinance and Banking Limited, 9523 Henry Smith Drive, Redondo Beach, CA 90278. Representatives of its affiliates (provided, that any such affiliate or Representative is advised of its obligation to retain such information as confidential, and such Commitment Party shall be responsible for the compliance of its a short-form intellectual property filing with the United States Patent and Trademark Office or the United States Copyright Office) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or restrictions, such restrictions are removed, any relevant proceeds will at the end of the then current interest period be applied in prepayment in accordance with the terms of the First Lien Credit Documentation. Documentation relating to corporate or other organizational existence of the Borrower and the Guarantors; organizational power and authority of the Borrower and the Guarantors (as they relate to due authorization, execution, delivery and performance 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 You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be, to the best of your knowledge, For purposes of the Commitment Letter and the Fee Letter, Closing Date shall mean the date of the satisfaction or waiver of the conditions set forth in Exhibit C and the initial funding of the receipt of written request) (including documentation reasonably supporting such request). preceding sentence. existing 4.000% Notes due 2027 (the Existing 2027 Notes) shall survive the consummation of the Transactions. 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 october 16, 2011 . A Debt Collections Letter is a notice that is sent by a creditor seeking payment for an outstanding amount with instructions to the debtor. 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 Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto. that any such authorization letters shall be reasonably satisfactory to you. 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 The for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person (including your equity holders, employees or creditors) other than the parties hereto (and any Indemnified Person). and on behalf of the Target or its subsidiaries announced, offered, placed or arranged (other than, for the avoidance of doubt, the Facilities), in each case that could reasonably be expected to materially impair the primary syndication of the relationships of the Company, the Target and their respective subsidiaries. indebtedness permitted by the Bridge Facility Documentation and for any equity issuances pursuant to or in connection with any equity incentive plan or award). Such fee shall be shared ratably among the Revolving Lenders (other than defaulting First Lien Lenders) and shall be payable quarterly in arrears. Parties, and you waive, to the fullest extent permitted by law, any claims you may have against us for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we will have no liability (whether direct or indirect) to you in In connection therewith, it is intended that: (a) The Borrower will obtain (i)(x) proceeds of senior unsecured notes, a senior secured syndicated term loan facility and 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 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 3. on the same terms and conditions as are applicable to Barclays Banks commitments in respect of the Credit Facilities under the Commitment Letter (each such commitment of a Commitment Party, its Commitment, and, collectively, 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 Holdings will not engage in any business or operating activities or incur liabilities other than in connection with (i)its ownership of the equity interests of the Borrower and activities and liabilities incidental thereto, 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, allocations and funding and closing memoranda) and (c)notifications of changes in the terms of any Facility, may be distributed to Public Side Lenders. Any purported assignment in violation of this paragraph will be null and void. The Buyer or Buyer Sub shall keep the Company informed on a current basis in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment or modification to be made to, or any waiver of any provision of or remedy under, the Debt Commitment Letter in any . respect to which a lien may be perfected solely by the filing of financing statements under the Uniform Commercial Code (UCC), (ii)the delivery of stock certificates or other certificates, if any, representing equity Commitment Letter shall be reduced on a dollar-for-dollar basis by the aggregate amount of the Commitments of each Permitted Lender upon execution of this Joinder Agreement by each of the parties hereto, such that, as of the date of this Joinder Faculty Spotlight . 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, that each document to be disseminated by the Arrangers to any Lender in connection with the Facilities will be identified as either (i)containing Private Information or (ii)containing solely Public Information in accordance with regulations (including the PATRIOT Act) that has been reasonably requested in writing at least ten (10)days prior to the Closing Date. 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 equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person within thirty days of written demand (together with reasonable backup documentation) for any appoint one or more financial institutions with aggregate commitments not to exceed 25% of the aggregate amounts of the Facilities and having the title of administrative agent, collateral agent and/or co-documentation agent, which financial Fuller Construction Products, Inc. and any intercompany acquire (the Acquisition) all of the capital stock of the Company. confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment breach of fiduciary duty and agree that Barclays will have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including your equity holders, Court for the Southern District of New York and any appellate court from any such court, in any action, suit, proceeding or claim arising out of or relating to this Joinder Agreement or the performance of services contemplated hereunder, or for 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 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 You agree (a)to indemnify and hold harmless each Commitment Party, its affiliates and controlling persons and the respective directors, (x)since June30, 2011 through the date of the Merger Agreement and (y)from the date of the Merger Agreement, in the case of each of clauses (x)and (y), there have not been any changes, effects, events or occurrences that, Limited to the following (applicable to Holdings, the Borrower and its restricted subsidiaries), in each case with customary exceptions, limitations and qualifications to be mutually agreed, and otherwise shall be consistent with Bridge Facility and (b)(i) the Lead Arrangers will act as lead arrangers and bookrunners for the Replacement Revolving Facility, (ii)MSSF will act as syndication agent for the Replacement Revolving Facility and (iii)MSSF will act as the any assets other than the Collateral, (vi) such Refinancing Facility or Refinancing Notes shall not be guaranteed by any person other than the Guarantors, (vii) the other terms and conditions (excluding pricing and optional prepayment or redemption (Collector's last name): According to your correspondence and my own records, the amount of debt owed is $(___). otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course), (b)those banks, financial institutions and other entities separately identified by you or the Sponsor to us in writing on or prior to the [Remainder of this page intentionally left blank]. 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 such U.S. entity so acquired), evidence of insurance and customary evidence of authority and charter documents; and. It is understood that in connection with your assistance described (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 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 Fuller Company (the Borrower) will, directly or indirectly A letter agreement in which a lender sets out the terms on which it is prepared to lend money to the borrower. Ratings shall be determined from the most recent public announcement of any changes in the Debt Ratings. Each of the Company and Barclays paragraph or as is otherwise reasonably acceptable to you and the Commitment Party, including, without limitation, as agreed in any Facility Marketing Materials or other marketing materials) in accordance with the standard syndication processes of Please note that Commitment Party from a third party that is not known by such Commitment Party to be subject to confidentiality obligations to you or your affiliates, the Sponsor, or the Company or its 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 The Borrower and each Guarantor shall have executed and delivered the Credit By marking Borrower Materials PUBLIC, you shall be deemed to have authorized the Senior Lead Arrangers and the proposed Lenders to treat such Borrower Materials as (z)if the rates in clauses (ii)(x) and (ii)(y) are not available, the Administrative Agents offered quotation rate to first class banks in the London interbank market, in each case as adjusted for applicable reserve requirements. 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. (d)our having been afforded a period of at least 15 consecutive business days following the completion of the Confidential Information Memoranda relating to the Facilities and immediately prior to the Closing Date to syndicate the Facilities otherwise reject such bank, financial institution or other entity within 5 business days of the date on which approval is requested; provided, further, that assignments made to another Lender, an approved fund of a Lender, an affiliate
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