Common use of Commitment Letters Clause in Contracts

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly executed equity commitment letters dated as of the date of this Agreement, between Parent and the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provide, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of the cash equity financing stated therein (the “Equity Financing”), (ii) a duly executed preferred equity commitment letter dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8.

Commitment Letters. As of the date of this Agreement, Parent ▇▇▇▇▇▇ has delivered to the Company a true, correct and complete copies copy of (i) duly fully executed equity commitment letters letters, dated as of the date of this Agreement, between Parent and each of Guarantors and KKR (together with any exhibits, schedules, or annexes attached thereto, and as the Guarantors (same may be amended, modified, supplemented, extended or replaced from time to time, in each case in accordance with the terms of this Agreement, collectively, the “Equity Commitment Letters”) relating pursuant to the commitment which each of the Guarantors to provideand KKR has committed, or cause to be provided, and subject to the terms and conditions thereof, the respective amounts of to invest in Parent, directly or indirectly, the cash equity financing stated amounts set forth therein (collectively, the “Equity Financing”), and (ii) a duly fully executed preferred equity debt commitment letter letter, dated as of the date hereof of this Agreement, by and among Parent and the Debt Financing Sources party thereto (which may be redacted to exclude any fee together with all exhibits, schedules, or discount amounts) (annexes attached thereto, and as the same may be amended, restatedmodified, supplemented, extended or replaced or otherwise modified from time to time, in each case in accordance with Section 6.4(a) or 6.4(d)the terms of this Agreement, including all exhibitsthe “Debt Commitment Letter” and together with the Equity Commitment Letters, schedules each, a “Commitment Letter” and annexes thereto, collectively, the “Preferred Equity Commitment LetterLetters”) from the equity investors referred ), pursuant to therein (the “Preferred Equity Investors” and, together with which the Debt Financing SourcesSources party thereto have agreed, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, provide or cause to be provided, and subject to the terms and conditions thereof, the amount of provided the debt financing stated amounts set forth therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related (iii) fully executed fee letter letters relating to the Debt Financing (which together with all exhibits, schedules, or annexes attached thereto, and as the same may be amended, modified, supplemented, extended or replaced, in each case in accordance with the terms of this Agreement, each a “Fee Letter” and, collectively, the “Fee Letters”) (except that the fee amounts, pricing caps and other economic terms in the Fee Letters may be redacted to omit fee amounts so long as no such redaction covers terms that would adversely affect the amount (other than OID and economic termsany other fees that will be netted against the funding of the purchase price discount), conditionality or availability of the Debt Financing). Each of the Equity Commitment Letters provide Letter provides that (i) the Company is an express third-third party beneficiary thereof in order connection with the Company’s exercise of its rights under Section 9.10(b); (ii) subject to cause Section 9.10(b), Parent and each Guarantor have waived any defenses to the Guarantors to fund enforceability of such third party beneficiary rights; and (iii) Parent and each Guarantor will not oppose the Equity Financing granting of an injunction, specific performance or other equitable relief in accordance connection with Section 9.8the exercise by the Company of such third party beneficiary rights.

Commitment Letters. (a) Attached hereto as Exhibit G are true and complete fully executed copies of the commitment letter and related syndication and fee letters (collectively, the “Commitment Letters”) pursuant to which the lenders named therein have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes of financing set forth therein (the “▇▇▇▇▇ Financing”). As of the date of this Agreement, Parent has delivered there are no other agreements, side letters or arrangements to which Dispatch or any of its Affiliates is a party with any bank party to the Company trueCommitment Letters that would reasonably be expected to adversely affect the availability of the ▇▇▇▇▇ Financing. References to “▇▇▇▇▇ Financing” will include the financing contemplated by the Commitment Letters as permitted by this Agreement to be amended or modified, correct or replaced by any Alternative Financing, and complete copies of references to “Commitment Letters” will include the financing arrangements contemplated thereby or such documents as permitted by this Agreement to be amended or modified, or replaced by any Alternative Financing, in each case from and after such amendment, modification or replacement. (ib) duly executed equity commitment letters dated as As of the date of this Agreement, between Parent none of the Commitment Letters has been amended or modified, and the Guarantors respective commitments contained in the Commitment Letters have not been withdrawn, terminated or rescinded. Assuming (i) the “Equity Commitment Letters”) relating to the commitment accuracy of the Guarantors to provide, or cause to be provided, representations and subject to the terms and conditions thereof, the respective amounts warranties of the cash equity financing stated therein (the “Equity Financing”)Citadel contained in this Agreement, (ii) a duly executed preferred equity commitment letter dated the performance by Citadel and each of its Subsidiaries of its obligations under this Agreement and (iii) the absence of decline in the fair market value of the Vessels to be pledged as collateral under the ▇▇▇▇▇ Financing from the fair market value of such Vessels assumed in the Commitment Letters, the aggregate proceeds contemplated by the Commitment Letters, when taken together with available cash on hand, will not be less than the aggregate amount equal to at least the sum of (i) $309.0 million, (ii) the Citadel Transaction Expenses and (iii) all fees and expenses required to be paid by ▇▇▇▇▇ and its Affiliates related to the ▇▇▇▇▇ Financing and the consummation of the Transactions. The ▇▇▇▇▇ Financing is not subject to any conditions precedent or other contingencies other than as set forth in the Commitment Letters and, as of the date hereof hereof, the Commitment Letters are (which may be redacted A) in full force and effect and no breach of any term of, or default under, any such Commitment Letter exists and (B) the legal, valid, binding and enforceable obligations of the ▇▇▇▇▇ and, to exclude any fee or discount amounts) (as the same may be amendedKnowledge of Dispatch, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes each of the other parties thereto, collectivelyin each case subject to bankruptcy, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” andinsolvency, together with the Debt Financing Sources, the “Financing Sources”), reorganization and other laws of general applicability relating to the commitment of the Preferred Equity Investors or affecting creditors’ rights and to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred general equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms). Each of the Equity Commitment Letters provide that the Company is an express third-party beneficiary thereof in order to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8principles.

Commitment Letters. As of the date of this Agreement, (i) Parent has delivered to the Company true, correct as of the date of this Agreement a true and complete copies copy of an executed debt commitment letter (i) duly executed equity commitment letters including all related exhibits, schedules, annexes and term sheets), dated as of the date of this AgreementAgreement (as amended, between Parent and modified, supplemented, replaced or extended from time to time after the Guarantors (date of this Agreement in compliance with Section 6.5(a), the “Equity Debt Commitment LettersLetter”) relating ), from the lenders party thereto (including any lenders who become party thereto by joinder or otherwise, collectively, the “Lenders”), pursuant to which the commitment of the Guarantors to provideLenders have agreed, or cause to be provided, and subject to the terms and conditions thereof, to provide the respective debt amounts set forth therein and (b) the fee letter associated therewith (redacted to omit the fee amounts and other economic terms and the “market flex” provisions thereof, none of which would adversely affect the amount, conditionality or availability of the cash equity financing stated therein Debt Financing contemplated thereby) (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.5(a), the “Equity Fee Letter”). The debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”), . (ii) Parent has delivered to the Company as of the date of this Agreement a duly true and complete copy of an executed preferred equity commitment letter letter, dated as of the date hereof (which may be redacted to exclude any fee or discount amounts) of this Agreement (as amended from time to time after the same may be amended, restated, supplemented, replaced or otherwise modified date of this Agreement in accordance compliance with Section 6.4(a) or 6.4(d6.5(a), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Debt Commitment Letter, the “Commitment Letters”) from the Debt Financing SourcesGuarantor pursuant to which the Guarantor has agreed, relating to the commitment of the Debt Financing Sources to provide, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent the amount of the debt financing stated therein (collectively, the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed fee letter (which may be redacted to omit fee amounts and economic terms)set forth therein. Each of the The Equity Commitment Letters provide Letter provides that the Company is an express a third-party beneficiary thereof and is entitled to enforce such agreement, in order each case, subject to cause the Guarantors terms and conditions thereof. The cash equity committed pursuant to fund the Equity Commitment Letter is collectively referred to in this Agreement as the “Equity Financing”. The Equity Financing in accordance with Section 9.8and the Debt Financing are collectively referred to as the “Financing”.

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company true, correct and complete copies of (i) duly an executed equity commitment letters letter, dated as of the date of this Agreement, between Parent and the Guarantors Guarantor (the “Equity Commitment LettersLetter”) relating pursuant to the commitment of the Guarantors to providewhich Guarantor has committed, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the respective cash amounts set forth therein for the purpose of, among other things, funding a portion of the cash equity financing stated therein aggregate value of the Merger (the “Equity Financing”), ; and (ii) a duly an executed preferred equity debt commitment letter letter, dated as of the date hereof of this Agreement, from the Debt Financing Sources party thereto (which may be redacted to exclude including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any fee or discount amounts) (related Fee Letter as described below, as each of the same foregoing may be amended, restated, supplemented, replaced replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in accordance compliance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively6.4, the “Preferred Equity Debt Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity InvestorsLetters” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources, relating pursuant to the commitment of which the Debt Financing Sources to provideparty thereto have committed, or cause to be provided, and subject solely to the terms and conditions thereof, to lend the amount amounts set forth therein for the purposes of, among other things, funding a portion of the debt financing stated therein aggregate consideration for the Merger and fees and expenses incurred in connection with the Merger (collectivelyincluding the repayment, prepayment or discharge of the Company Credit Agreement) (the “Debt Financing” and, together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) ). Parent has also delivered to the Company a true, correct and related executed complete copy of any fee letter (which may be redacted solely as to omit fee amounts and amounts, yield or interest rate or other price caps, original issue discount amounts, successful syndication levels, other economic terms, and, if applicable, the economic “market flex” terms, so long as no redaction covers terms that would adversely affect conditionality, availability or termination of the aggregate committed amount of the Debt Financing necessary to fund the Required Amount on the Closing Date) in connection with the Debt Commitment Letters (as may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date of this Agreement in compliance with Section 6.4, any such letter, a “Fee Letter”). Each of the The Equity Commitment Letters provide Letter provides that the Company is an has express third-third party beneficiary thereof in order rights solely to cause the Guarantors to fund the Equity Financing in accordance with Section 9.8extent expressly set forth therein.

Commitment Letters. As of the date of this Agreement, Parent has delivered to the Company a true, correct and complete copies copy of (i) duly the executed equity commitment letters Equity Commitment Letter, dated as of the date of this Agreement, between Parent and pursuant to which the Guarantors (the “Equity Commitment Letters”) relating to the commitment of the Guarantors to provideGuarantor has committed, or cause to be provided, and subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the respective cash amounts set forth therein for the purpose of funding a portion of the cash equity financing stated therein Required Amounts (such financing, the “Equity Financing”), (ii) a duly the executed preferred equity commitment letter dated as of the date hereof Debt Commitment Letter (which may be redacted to exclude any fee or discount amounts) (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Preferred Equity Commitment Letter”) from the equity investors referred to therein (the “Preferred Equity Investors” and, together with the Debt Financing Sources, the “Financing Sources”), relating to the commitment of the Preferred Equity Investors to provide, or cause to be provided, and subject to the terms and conditions thereof, the amount of the preferred equity financing stated therein (collectively, the “Preferred Equity Financing”) and (iii) a duly executed debt commitment letter dated as of the date hereof (as the same may be amended, restated, supplemented, replaced or otherwise modified in accordance with Section 6.4(a) or 6.4(d), including all exhibits, schedules and annexes thereto, collectively, the “Debt Commitment Letter” and, and together with the Equity Commitment Letters and the Preferred Equity Commitment Letter, the “Commitment Letters”) from the Debt Financing Sources), relating to the commitment dated as of the Debt date of this Agreement, pursuant to which the Financing Sources to provideparty thereto have committed, or cause to be provided, and subject to the terms and conditions thereof, to lend the amount of amounts set forth therein for the debt financing stated purposes set forth therein (collectivelysuch financing, the “Debt Financing” and, and together with the Preferred Equity Financing, the “Third Party Financing”; collectively, with the Equity Financing, the “Financing”) and related executed (iii) the fee letter related to the Debt Financing (the “Fee Letter”) (which Fee Letter may be redacted to omit fee amounts and economic termsin a customary manner as required by the Financing Sources, so long as such redacted information does not adversely affect the amount, availability, or conditionality of the funding of the Debt Financing). Each of the The Equity Commitment Letters provide Letter provides that (A) the Company is an express third-third party beneficiary thereof in order connection with the Company’s exercise of its rights under Section 9.8(b); and (B) subject in all respects to cause Section 9.8(b), Parent and the Guarantors to fund Guarantor will not oppose the Equity Financing granting of an injunction, specific performance or other equitable relief in accordance connection with Section 9.8the exercise of such third party beneficiary rights.