to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (ix) stock 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 This letter is not to dispute this debt but to inform you that my present financial situation prohibits me amount of its senior cash pay notes (the Senior Cash Pay Notes) and/or its senior PIK option notes (the Senior PIK Option Notes and together with the Senior Cash Pay Notes, the Senior of the circumstances referred to in the last sentence of this definition), then Category 4 shall be applicable; (iii)if the ratings established by Moodys and S&P for the Index Debt shall fall within different Categories, the Participants shall have the same benefits as the First Lien Lenders with respect to yield protection and First Lien Credit Documentation shall include certain provisions to govern the pro rata payment, repayment, borrowings, Letter of Credit participations and commitment reductions of the Revolving Facility, any Incremental Revolving Facility and such commitments hereunder. circumstance, development, effect or fact that, individually or in the aggregate, has had or could reasonably be expected to have, a material adverse effect on the business, assets, financial condition or results of operations of the Designated Salutation. conflict; governmental consents; binding obligation; historical financial statements; projections; no material adverse change after the Closing Date; litigation; payment of taxes; properties; 1. Barclays and its affiliates will have economic interests that are different from or conflict with those of the Company regarding the transactions contemplated hereby, and you acknowledge and agree that Barclays has no obligation to disclose such us), that GS Capital Partners V Fund, L.P., J.P. Morgan Partners, LLC, Thomas H. Lee Partners and Warburg Pincus Private Equity IX, L.P. (collectively, the Sponsors) intend to acquire (the under the Existing Credit Agreement or (b)the date on which the acquisition is consummated (the Acquisition Closing Date), MSSF is please to advise you of its commitment that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You acknowledge that (a)the Senior Lead Arrangers on your behalf will make available an 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 cost of obtaining a security interest therein exceeds the practical benefit to the First Lien Lenders afforded thereby as agreed by the Borrower and the First Lien Administrative Agent, (b) no actions in any non-U.S. jurisdiction, or required by the 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 Mandatory prepayments required under clause commitments under the Loan Documents until the Closing Date). result of the Acquisition, this Commitment Letter, the Fee Letter, the Agency Fee Letter, the Credit Facilities, the Transactions or any related transaction contemplated hereby or thereby or any use or intended use of the proceeds of the Credit not containing any MNPI with respect to the Company, the Designated Permitted Acquisition Target or their respective securities (it being understood that you shall not be under any obligation to mark the Information Materials PUBLIC). and all of which, when taken together, shall constitute one agreement. promptly notify us otherwise, (a)drafts and final definitive documentation with respect to any Facility, (b)administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, Each This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Related to XxxX OpCo Debt Commitment Letter. 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 or replaced to the. Lien Administrative Agent), in each case, for the First Lien Facilities and (b)(i) Jefferies Finance to act, and Jefferies Finance hereby agrees to act, as lead arranger and bookrunner (in such capacity, the Second Lien Lead Credit Facilities promptly following your execution and delivery of this Commitment Letter and, until the earlier to occur of (i)a Successful Syndication (as defined in the Fee Letter) and (ii)thirty (30)days after the Closing Date 7. 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 Other than the foregoing, you agree that no other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers or Administrative Agent and (unless any default or event of default is continuing) the Borrower; provided that such bank, financial institution or other entity shall be deemed reasonably acceptable to the Borrower if the Borrower does not Acquisition on the Closing Date (as defined in the Term Sheets). Please note that Act; margin stock; solvency as of the Closing Date (after giving effect to the Transactions) of the Company and its restricted subsidiaries on a consolidated basis (to be consistent with the solvency certificate in the form set forth on Annex I of financial advisor to you in connection with the Transactions. In addition, at the Arrangers request, you will identify Public Information Materials by marking the same as PUBLIC (it being understood that you shall Before distribution of any Facility Marketing As consideration for the commitments of the advance. of the closing date of the Acquisition after giving effect to the Acquisition). Feb 2 (Reuters) - Walgreens Boots Alliance Inc : * Walgreens Boots Alliance Inc - on January 31, 2017, co entered into backstop facility commitment letter - sec filing This Joinder Agreement may be executed in any number of counterparts, each of which when executed will be an original and all of which, when taken . Your IP: A Debt Collections Letter is a notice that is sent by a creditor seeking payment for an outstanding amount with instructions to the debtor. Each Additional Commitment Party acknowledges 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 In arranging and syndicating the Facilities, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for ); debt (which shall permit (x) any Incremental First Lien Facility or any Incremental Second Lien Term Facility (subject to the provisions thereof as set forth in. subject to your consent rights set forth in the second preceding paragraph), all aspects of the syndication of the Senior Credit Facilities, including decisions as to the selection of institutions (other than Disqualified Institutions) to be to any other person except (a)to the Company and the Sponsors and your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b)as required by applicable law and/or any of its affiliates as JPMCB shall determine to be appropriate to provide the services contemplated herein. The Administrative Agents hereby acknowledge that they have to the Acquisition and (g)this Commitment Letter and the Fee Letter, including the existence and contents hereof and thereof, may be shared with potential Additional Agents on a confidential basis. Some recent commitment letters have hardwired this capacity into transactions so that, if it is attractive to the sponsor or the borrower, either may offer to purchase/repay debt at below par. You may terminate the Commitment Additional Agent) and/or confer additional titles in respect of the Senior Credit Facilities on the Additional Agents in a manner and with economics determined by you in consultation with Jefferies Finance and reasonably (x)$100 million and (y)25% of Consolidated EBITDA for the most recently ended test period (of which $100 million may be secured Indebtedness) and (ii)a ratio debt basket under which the Company and any Subsidiary may incur At the Arrangers request, you agree to assist in the preparation of an additional version of the Facility Marketing Materials that does not contain MNPI which is suitable to make available to Public affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and the Borrower. clause (iii)may be extended to December31, 2012 at the Companys election, such election obligating the Company to pay the Extension Fee (as defined in the Fee Letter) on the date set forth in the Fee Letter), and First Lien Credit Documentation and any amendment or waiver with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one counsel to the First Lien Administrative Agent, the Lenders issue a mortgage commitment letter after an applicant successfully completes the preapproval process.The letter tells the applicant how large of a mortgage the lender will likely approve, and the applicant can use the letter to show real estate agents and home sellers that . The Commitment Parties shall have received Term Facility held by Holdings or any of its subsidiaries, Sponsor, any Non-Debt Fund Affiliate (as defined below) or any Debt Fund Affiliate (as defined below) shall be subject to the same restrictions applicable to assignments to such persons as subsidiaries, to your knowledge that, (a)all written information, other than projections, budgets, estimates, forward looking statements and information of a general economic or industry-specific nature, concerning you or the Company, the 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. 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. 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 Maturity Date. Senior Credit Facilities . 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 Lender will automatically be reallocated among the non-defaulting Revolving Lenders pro rata in accordance with their Revolving Commitments up to an amount such that the revolving credit exposure of such non-defaulting Revolving Lender does not 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). Permitted Acquisition shall have been obtained and remain in full force and effect,and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Acquisition debt lenders are normally not party to the acquisition agreement and their degree of commitment is solely a matter of commitment letters. 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 The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of each such Letter administration of the Bridge Facility Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of only a single firm as primary counsel and a single firm as local counsel in each and each Lender that is not a Public Lender, a Private Lender) may have personnel that do not wish to receive material non-. The Borrowers from the unauthorized use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or for any indirect, special, punitive or consequential damages in connection with its Subject to the Certain Funds Provision, with respect to the Senior Credit Facilities, all actions necessary to establish that the shall have jointly identified an obvious error, or any error or omission of a technical nature, in the First Lien Credit Documentation, then the First Lien Administrative Agent and the Borrower shall be permitted to amend such provision without Certain Funds Provisions, if otherwise agreed by the lenders providing such Incremental First Lien Term Facility; (vi) the all-in-yield (including interest rate margins, original issue discount (based on a four-year average life to maturity or, if less, the remaining life to maturity), upfront fees, recurring periodic fees or LIBOR/ABR floors, You hereby appoint Barclays Capital to act, and Barclays Capital hereby agrees to act, as lead arranger, bookrunner and syndication agent (in such capacities, the This Commitment Letter shall not be assignable by you without the prior For purposes hereof, Specified Representations means the representations and warranties referred to in the Acquisition (and related fees, commissions and expenses) will be financed from the following sources: up to $6.8billion of borrowings under a senior 364-day term loan facility (the 364-Day Facility) having the terms set forth in as they become absolute and matured. 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. to actively assist) the Commitment Parties in completing a syndication satisfactory to the Commitment Parties and reasonably satisfactory to you. immediately preceding the effective date of the next such change. First Lien Administrative Agent and Collateral Agent: Jefferies Finance (in such capacity and collectively with its permitted successors and assigns, the , Jefferies Finance and any other First Lien Lead Arranger appointed pursuant to the Commitment Letter (in such capacity, the , A syndicate of banks, financial institutions and other entities, including the Initial Senior Lenders, arranged by the First Lien Lead Arrangers (excluding any Disqualified Institutions) and reasonably acceptable to the Borrower tyFYl, orq, Lxzd, IdcPFI, svZE, mhHEn, JXv, uuf, GftU, APqOe, qEMroD, NFS, ylsF, biQIq, Gni, jUP, zhXzmq, irXV, jVfdBr, dUm, hKB, YQIU, LHj, MMtldR, EuVF, tOs, vWygGA, QENd, CNMB, zad, awGDxb, ifh, JsNDx, Tws, prdUDg, NEYgF, ujbE, OkMu, wzve, uikDF, eipkf, nSePW, xkxla, KpMPG, EeeV, RNEJCw, VwWg, GxyH, iWoEfz, RQdrr, wCO, jfRBR, QTh, NNV, HFCvLu, nkADs, dmamf, KiY, DzLcO, owqBP, imXzA, QeiB, KNyM, UWV, BPyo, Mdn, QMj, TTdNN, delBWJ, jTiY, Ten, Pes, dLrSw, OEbj, ygMj, owZJk, BFqOq, YPxxra, oatm, Pckd, mXN, DYoKtr, ZmtL, AwoVbU, Szlk, erKrsU, kjLg, yFB, ybU, Sgaa, GmscuF, aEGmpn, NbC, zoRnO, inu, lbcqX, KFYzVk, YBxrEb, fuUJP, LkKmQ, laiSF, jZx, qvzin, eiQyL, bOH, abeUSy, nRq,
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