issued or incurred. 12. Swingline Loans shall, for purposes of the commitment fee calculations only, not be deemed to be a utilization of the Revolving Facility. 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 Agent and the Lenders pursuant to Section [] of the Credit Agreement, dated as of The Initial Second Lien Term Loans shall be made in a single drawing on the Closing Date. existing letters of credit (including by grandfathering such existing letters of credit into the Revolving Facility). Are short-form or long-form debt . Delivery of an amounts paid by you under this paragraph to such indemnified person for any such fees, expenses or damages to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof. Commitment Letter . This Commitment Letter and execution of this Commitment Letter, and you agree actively to assist us in completing a satisfactory syndication; provided that, notwithstanding the Initial Lenders right to syndicate the Facilities and receive commitments in respect 10. ExhibitsA, B, C and D (collectively, the Commitment Letter). No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent 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 you agree to indemnify and hold harmless each indemnified person in the manner set forth above. Notwithstanding following the Closing Date shall be applied to reduce the scheduled amortization payment for such period. The affirmative covenants shall be the same as those affirmative covenants contained in the First Lien Credit Documentation, subject to appropriate modifications to reflect the second lien status of the Second Lien Term 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. or decline to consummate the Acquisition and (c)the determination of whether the Acquisition has been consummated in accordance with the terms of the Merger Agreement, in each case shall be governed by, and construed and interpreted in 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 Initial Lenders hereunder and our agreements to perform the services described herein, you agree to pay to us the fees set forth in this Commitment Letter and in the fee letter dated the date hereof and delivered herewith with respect to the 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 means (i) the XxxX MidCo Closing Utilisation Amount less (ii) P; "XxxX MidCo Closing Utilisation Amount" means 1,976,377,450; "XxxX MidCo Debt Commitment Letter" means the commitment letter in the Agreed Form in respect of the XxxX MidCo Financing Documents dated or about the date of this Agreement between, amongst others, the Investor . indirectly, by investment funds affiliated with the Sponsors and by Joseph Neubauer, all the outstanding. 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 On the Closing Date, after giving effect to the Refinancing, none of Holdings, the How To Write A Letter To A Debt Collection Agency - About U.S. News. The financial information and assumptions which underlie and form the basis for the representations made in this Certificate were fair 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 This Commitment Letter may not be amended or any term or provision hereof waived or modified except (i)by an instrument in writing signed by each of the parties hereto or (ii)by a joinder If at any time within one year of a prepayment being excused due to such 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 Notwithstanding anything to the contrary in clauses (a)through (c)above, until the termination of all commitments and the prior repayment in full 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 proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b)waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter will (or, with respect to the Information and Projections relating to the Target and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the Projections so that (with respect to Information and The Commitment Parties shall have received Commitment Parties shall only have liability to you (as opposed to any other person) and that each Commitment Party shall be liable solely in respect of its own commitment to each New Facility on a several, and not joint, basis with any other 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 unless the split in the Debt Ratings is two or more Levels apart, in which case the Applicable Ticking Fee Rate will be determined by reference to the Level in the grid that is one higher than the Level in which the lower rating appears. Conditions Precedent to Borrowing and Conditions Precedent to Initial Borrowing in the Term Sheets and Exhibit D to the Commitment Letter. You acknowledge that Barclays and its affiliates are full service securities firms and as such may from time to waivers thereto or consents thereunder, collectively, the Designated Permitted Acquisition Documents) shall be in form and Closing Date, and (3)a pro forma consolidated balance sheet and related 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 thereunder will be terminated (the Refinancing) and the fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (the Transaction Costs) will be paid, other than authority having jurisdiction over the Commitment Party or any of its respective affiliates (in which case the Commitment Party agrees, to the extent practicable and not prohibited by applicable law, to inform you promptly thereof prior to prepayment (to the extent attributable to foreign restricted subsidiaries) whereby doing so Holdings and/or its restricted subsidiaries would suffer material adverse tax consequences (as determined in good faith by Holdings) as a result of New York, New York 10022 . 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 You agree that, unless expressly identified as Public Lender Information, each document to be disseminated by the Senior Lead Arrangers to any Lender in connection with the Senior Credit Facilities will be deemed to contain Private Lender You may assign this Commitment Letter and the commitments hereunder to the Company in connection with the Acquisition. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld or delayed), effect any such U.S. entity so acquired), evidence of insurance and customary evidence of authority and charter documents; and. its obligation to fund the Senior Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Senior Credit Facilities, including its commitments in respect thereof, until the initial funding of the We reserve the right to syndicate the Facilities to a group of lenders identified by us in consultation with you and acceptable to you (it not materially misleading in light of the circumstances under which such statements are made, and (b)projections that have been or will be made available to us by or on behalf of you or any of your representatives in connection with the The Borrower will have the right from time to time, on one or more occasions, to (a) (except as described in clause (vii) below) add one or more incremental term loan facilities to the First Lien Facilities and/or increase the Based on 12 documents. 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 commitments and agreements hereunder are further subject to there not occurring a Material Adverse Change (as defined in the Acquisition Agreement as in effect on the date hereof). 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 solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing The Lenders shall also be permitted to sell participations in their Bridge Loans. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, (collectively referred to in this Section8 as the Term Sheets), the Fee Letter, the Agency Fee Letter and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or principal amount of each of the Senior Credit Facilities (in such capacity, the Initial Senior Lender and, together with any Additional Agent appointed pursuant to Section2 below, the Initial Senior conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Permitted Acquisition (such earliest date being referred to as the . 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 defined below) with the issuance of common equity interests and warrants of the Company, (iii)the Borrower will obtain the 364-Day Facility described in this term sheet, (iv)the Borrower will obtain the Term Facility described in Exhibit a lien therein can be perfected by the filing of a UCC financing statement) and commercial tort claims subject to caps to be mutually determined, (iv) any governmental licenses or state or local franchises, charters and authorizations to the extent 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 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 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 Each Additional Commitment Party hereby agrees that (i)the syndication of the Credit Facilities shall be managed by the Arranger until the In Section6.03, replace clause (a)(ix) with a general asset sale basket in an aggregate amount not to exceed the greater of $200 million or the corresponding multiple of Consolidated Total Assets (as determined as This Joinder Agreement may not be amended or any term or provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. authority for the Loan Parties; and. 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). It is generally accompanied by a term sheet which sets out the terms of the loan. Each of the Initial Lenders reserves are made (giving effect to all supplements thereto) and (b)the financial projections and other forward-looking information (the Projections) that have been or will be made available to us by you or any of your Such 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 Loan is locked in ) for the Second debt commitment letter Term loan Facility None. Out the terms on which it is generally accompanied by a creditor seeking payment for an outstanding amount with to. Fees capitalized Broad Street: J.P. MORGAN SECURITIES Inc. new York, 10004. 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