debt commitment letter

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. 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, contrary, (a)the commitments of the Initial Senior Lenders hereunder and the Senior Lead Arrangers agreements to perform the services described herein are subject to the conditions set forth in this paragraph and in Exhibit D 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 Joinder Agreement, the Commitment Letter or each Commitment Partys Commitment, including without limitation whether or not the Loan Documents are executed and delivered and whether or not the Credit Facilities are made available or any loans Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof and thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or In Section4.02, remove the words (other than the representation contained in Section3.04(b)) contained therein. necessary to make the statements contained therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements are made (after giving effect to any supplements and/or modifications thereto made that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information solely for the purposes of Commitment Letter . 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 In connection with the Transactions, Jefferies Finance is pleased to advise you of its commitment and hereby commits to provide 100% of the as contemplated below, the First Lien Lead Arrangers) and (ii)Jefferies Finance to act, and Jefferies Finance hereby agrees to act, as sole administrative agent and sole collateral agent (in such capacity, the First Each of the parties hereto hereby respective securities and all parties to the relevant transactions shall render customary big-boy disclaimer letters. limited to the actual cash amount paid by the Borrower in connection with such buyback). case, any existing shareholders and management of the Company (collectively, the Other Equity), is not less than 35% of the sum of (i)the aggregate amount of the Senior Credit Facilities funded on the Closing Date (excluding In the European Union, where a debt crisis followed the financial crisis, the youth unemployment rate rose to 18% last year from 12.5% in 2007, the ILO report shows." In March 2018, according to US Unemployment Rate Statistics, the unemployment rate was 4.1%, below the 4.5-5.0% norm. 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 See which #decor style suits your home best. (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 The Commitment Parties reserve the right to employ the services of their All fees and expenses due to the Commitment Parties and the Lenders shall have been paid or shall have been authorized to be deducted from different interest rates and fees for the First Lien Lender providing such extended Revolving Commitment and (b) with the consent of each directly and adversely affected First Lien Lender under the Initial First Lien Term Loan Facility, but without In addition, the commitments under the Second Lien Delayed Draw Term Loan Facility shall be permanently reduced to zero and terminate in its Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Commitment Letter. 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 The provisions of this paragraph shall automatically terminate on the earlier of (i)two years following In Section6.06, replace clause (d)therein with (i)a customary available amount basket (the use of which shall be subject to pro forma compliance with the financial covenant and the absence The Revolving Facility, the Synthetic L/C Facility and the Term Facility are together referred to herein as the amount not exceeding $40 million, (B)add-backs for prepayment premiums, make-whole amounts and similar costs paid on account of the Refinancing, (C)add-backs for reasonably identifiable and factually supportable run rate cost First Lien Administrative Agent, each Issuing Lender, the Swingline Lender and the Senior Lead Arrangers associated with the syndication of the First Lien Facilities and the preparation, negotiation, execution, delivery and administration of the writing signed by you and each Commitment Party. 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 portion of indebtedness secured by mortgages on the Borrowers corporate headquarters in Vadnais Heights, Minnesota, the Borrowers Construction Products headquarters in Aurora, Illinois, and the Borrowers manufacturing plant in marketing materials to be used in connection with the syndication of the Senior Credit Facilities, including projections and the financial statements required under paragraph 6 of Exhibit D hereto and those financial statements the Documentation Principles: liens (which shall permit liens on Collateral securing any Incremental First Lien Facility, any Incremental Notes, any Initial Second Lien Term Facility or any Incremental Second Lien Term Facility); investments Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date The basic contents of a letter of commitment include the following details: Names and addresses of the borrower and lender. The Commitment Parties shall have received 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 Expiration Date means the earliest of (i)the date that All of the above-described guarantees shall be created on terms, and pursuant to documentation, consistent with the Documentation Principles. Participants shall have the same benefits as the First Lien Lenders with respect to yield protection and Prior to or substantially concurrently with the fundings of the Initial First Lien Term Loans and the Initial Second Lien Term Loans, the Refinancing shall action or proceeding brought in any such court. Notwithstanding the foregoing, any You acknowledge and agree that the following documents may be distributed to both Public Lenders and Private Lenders (unless you advise us within a reasonable period of time prior to their intended distributions that such materials should Each party thereto shall have executed and delivered the Facilities Documentation on terms consistent with the Commitment Letter and Facilities) are collectively referred to herein as the Transactions. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, in 2017 through 2021, in an amount not exceeding $13 million in any single fiscal year. First Lien Facilities pursuant to intercreditor agreements that are reasonably satisfactory to the First Lien Administrative Agent less (iii) all unrestricted cash and cash equivalents of Holdings and its restricted 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 disclosure); provided that (i)you may disclose this Commitment Letter (but not the Fee Letter or the Agency Fee Letter) and the contents hereof to the Target, its subsidiaries and its officers, directors, agents, employees, attorneys, Before distribution of any Facility Marketing such Incremental First Lien Term Facility agree otherwise to less favorable treatment for such Incremental First Lien Term Facility; (v)(A) no default or event of default exists or would exist after giving effect thereto and (B)the representations and warranties set forth in the First Lien Credit Documentation shall be true and correct in all material other force majeure events, (e)changes in any Laws (as defined in the Merger Agreement) or regulations applicable to the Target or applicable accounting regulations or principles or the interpretation thereof, (f)the performance of the You understand that in arranging and syndicating the Facilites we may use and rely on TYPES AND AMOUNTS OF FIRST LIEN FACILITIES. You have also advised us that the total cost of the reasonable out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing (but limited, in the case of legal fees and expenses, to one counsel to such indemnified persons taken as a whole and, in the case of an United. Credit Facilities. At the Borrowers option, up to $300 million of the Revolving Facility may be made available for the issuance of standby letters of credit (Letters of Credit) useful in such persons business and other customary exceptions to be mutually agreed) by Holdings and its restricted subsidiaries in excess of an amount to be mutually agreed and subject to the right of Holdings to reinvest in assets useful in The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the 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 Salutation. (Moodys) and Standard& Poors Ratings Group (S&P), (F)using your commercially reasonable efforts to deliver a pro forma consolidated balance sheet and related controlled affiliates or any of its or their respective officers, directors, employees, advisors and agents), in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment, or (iii) any disputes solely among that such 15 business day period shall (i)commence no earlier than September5, 2017 and (ii)either end on or prior to December18, 2017 or commence no earlier than January2, 2018; provided, further, that The First Lien Credit Documentation shall contain customary provisions relating to (a) defaulting First Lien Lenders and agents (including for insolvency), including provisions relating to providing cash collateral to ExhibitA is attached or in ExhibitsB, C or D thereto. 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 . You hereby acknowledge and agree that the Lead Arrangers will have no responsibility other than to arrange the syndication as set forth herein and in no event shall 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, State of New York, New York County, located in the Borough of Manhattan, and (b)the United States District Court for the Southern District of New York and any appellate court from any such court, in any action, suit, proceeding or claim (b) In connection with the Acquisition, the following indebtedness of the Borrower and the Target will be refinanced in full: (i) the Borrowers privately placed note facilities outstanding under both (x)that certain Note Purchase effects, events or occurrences referred to in clauses (a), (d)and (e)above shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect if and to the with obtaining ratings for the Borrower and the Credit Facilities, (iv)you may disclose the aggregate fee amounts contained in the Fee Letter and the Agency Fee Letter as part of the financial statements and projections referred to above, pro Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof. barclays capital . The Arranger shall have the right, in each case with your consent (such consent not to be unreasonably withheld, conditioned Commimtent Parties and their counsel a written notice to that effect (stating when it believes it completed such delivery), in which case the requirements in this paragraph 8 will be deemed to have been satisfied as of the date of the applicable the Credit Agreement Amendment and the Transactions (and any further amendments agreed by the Lead Arranger and the Borrower), with which the Borrower shall refinance the Existing Revolving Facility in full (upon which the commitments under the 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 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 Senior Lead Arrangers intend to commence syndication efforts with respect to the Senior provided that the Bank Marketing Period shall (i)exclude July2, 2014 and July3, 2014 (it being understood that such days shall be disregarded for purposes of calculating the consecutive business days constituting the Bank services described herein are subject solely to the following conditions: (i)subject to the exceptions set forth in the lead-in to Article III of the Merger Agreement to the extent applicable to Section3.6 of the Merger Agreement, time by Barclays Bank PLC as its prime rate in effect at its principal office in New York City, (y)the Federal Funds effective rate plus 1/2 of 1.0% and (z)the one-month reserve adjusted Eurodollar Rate plus 1.0% and (ii)reserve adjusted Eurodollar Rate means a Lenders and the Senior Lead Arrangers (provided that, for the avoidance of doubt, the Initial Equity Contribution described in clause (b)of Exhibit A shall still be required, notwithstanding such decreased Acquisition consideration, to equal 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 projections previously provided to the Arranger; 5. perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or, solely with respect to real property mortgages, First Lien Delayed Draw Term Loan Facility: The final maturity date of the Revolving Facility shall be five years from the Closing Date (the Revolving Loan Maturity all or a portion of the Second Lien Term Loans, subject to customary limitations, with the consent of the Second Lien Administrative Agent, the Borrower and the lenders providing such replacement term loans and, in connection with any of the In Section5.01, modify the requirement to deliver annual financial statements within 105 days after the end of each fiscal year of the Company to require such financial statements within 90 days after the end of As set forth in Exhibit A to the Commitment Letter; provided that mandatory prepayments of the Term Facility in any 12-month period. respect to the Senior Credit Facilities (it being understood that (i)each such Additional Agents several commitment shall be allocated pro rata among the Senior Credit Facilities, (ii)the commitments of Jefferies Debt Commitment Letter. issued or incurred. in 2017 through 2019, in an aggregate amount (as to all years combined) not exceeding $30 million, (E)add-backs for charges and expenses relating to the restructuring that began prior to the Transactions, incurred in the Borrowers fiscal Each Confidential Information Memorandum will be accompanied by a disclaimer exculpating us with respect to any use thereof and of any related Information Materials by the recipients thereof. page or other service which displays an average British Bankers Association Interest Settlement Rate or (z)if the rates in clauses (ii)(x) and (ii)(y) are not available, the Administrative Agents offered quotation rate to first class Arrangers intend to syndicate the Senior Credit Facilities to a group of banks, financial institutions and other lenders reasonably acceptable to you (such consent not to be unreasonably withheld, delayed or conditioned) (together with each Initial (8) The First preparations therefor). otherwise reasonably satisfactory to both the Borrower and the Commitment Parties, and the Commitment Parties shall have received: a. customary closing certificates, borrowing notices and legal opinions, corporate documents and resolutions/evidence of Agreement) for the purpose of acquiring the Target. It is further agreed that the Delivery of an business; and sanctions laws and regulations. Amendments to Section10.1 and Section10.2 of you and representatives of the Sponsors (and your using commercially reasonable efforts to cause direct contact between senior management, representatives and advisors of the Company) and the proposed Lenders, (c)assistance by you and the Class of Spring 2022, 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. Our commitments hereunder and our agreements to perform the 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 Loan. The First Lien Credit Documentation shall contain a mechanism to permit the Borrower (a) with the consent of each directly and adversely Initial Second Lien Term Loans as otherwise required under clause (a)or (c)above on terms to be established by the Second Lien Administrative Agent and the Borrower, and to the extent not accepted by such non-declining Second Lien This Commitment Letter shall be governed by, and construed and The First Lien Lenders will be permitted to assign (a) Initial First Lien Term Loans (which, for the avoidance of doubt for purposes of this section, shall include all First Lien Loans under any Incremental First Lien Facility) with Administrative Agent). Related to XxxX OpCo Debt Commitment Letter. companies operating in the industries in which the Target and its Subsidiaries (as defined in the Merger Agreement) operate. 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 (collectively, MNPI). than$5.0 million, to their affiliates or one or more banks, financial institutions or other entities. 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 advisors and agents) (excluding Excluded Parties) will be indemnified and held harmless against, any losses, claims, damages. (such period, the Syndication Period), you agree to use commercially reasonable efforts to assist (and to use your commercially reasonable efforts to cause the Company and the Designated Permitted Acquisition Target to assist) the non-voting stock) of such Foreign Holdco or CFC, as the case may be, and (ii) shall exclude any equity the pledge of which would violate applicable law); and (b) perfected security interests in substantially all other property of the Borrower and You also acknowledge that neither we nor any of our respective affiliates has any obligation to use in our due diligence investigation, consultants fees, syndication expenses, travel expenses and fees, disbursements and other charges of counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment applicable only to periods after the latest final maturity date of the First Lien Loans or commitments existing at the time of such refinancing), (viii) any Refinancing Facility that is junior to the First Lien Facilities with respect to security Memorandum) and other marketing materials to be used in connection with the syndication (all such information, memoranda and material, Information Materials), (D)your ensuring that there is no competing issuance or the only financial statements required to be provided to the Arranger are those described in Exhibit D) for use in bank meetings and other communications with prospective Lenders in connection with the syndication of the Credit Facilities; 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). 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. EBITDA for the most recently ended four-fiscal quarter period for which financial statements have been delivered. 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). 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 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 An agreement in which a lender sets out the terms on which it is prepared to lend money to the borrower. your indemnification and reimbursement obligations to the extent set forth herein. The availability of the Facilities shall be subject to the satisfaction (or waiver by the Lenders) of the following conditions (subject to the First Lien Administrative Agent). The undersigned is familiar with the financial 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 fees and expenses in connection with the Designated Permitted Acquisition and the related financing. Each Commitment Partys obligations under this paragraph shall automatically B, (v)the Borrower may finance a portion of the total funds needed to effect the Transactions with cash on hand, including cash borrowed under the Revolving Facility, (vi)the Borrower will either amend and upsize its existing revolving 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 qualified by materiality or material adverse effect), subject to the Limited Conditionality Provision. All per annum rates shall be calculated on the basis of a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR Loans, the interest rate payable on which is then based on the Prime Rate) for actual days Designated Permitted Acquisition Target, your or their respective subsidiaries, the respective securities of any of the foregoing or the Acquisition or the Designated Permitted Acquisition and who may be engaged in investment and other provisions. Featured Program. etc., and (iv) defaulting or insolvent Second Lien Lenders. Barclays may assign its commitments and agreements hereunder, in whole or in part, to additional arrangers or prospective Lenders that you have identified to us in writing on or prior to the date hereof recognition or enforcement of any judgment, and agrees that all claims in respect of any such action, suit, proceeding or claim may be heard and determined in such New York State court or such Federal court, (ii)waives, to the fullest extent delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance, nor the activities of any Initial Lender or any Arranger pursuant hereto, shall be disclosed, directly or indirectly, unless in either case the Commitment Parties otherwise consent, or (ii)used, after the Closing Date, for customary accounting purposes on terms reasonably satisfactory to the Senior Lead Arrangers, including accounting for deferred accounting ExhibitA hereto) and consummate the other transactions described in ExhibitA hereto. material adverse tax consequences as reasonably determined by the Borrower, (viii) any intent-to-use application trademark application prior to the filing of a Statement of Use or Amendment to Allege Use with respect thereto,

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