April 16, 2003Varsity Brands Inc • August 5th, 2003 • Sporting & athletic goods, nec
This letter (this “Commitment Letter”) represents a commitment by The Northwestern Mutual Life Insurance Company (“Northwestern”) and BancAmerica Capital Investors I. L.P. (“B of A”, and together with Northwestern, the “Purchasers”), subject to the conditions set forth below, to purchase: (i) up to $45,000,000 principal amount, $30,000,000 for Northwestern’s account, and $15,000,000 for B of A’s account, of 13.75% Senior Subordinated Notes (the “Notes”) issued by Varsity Brands, Inc. (the “Operating Company”), and (ii) an equity strip (the “Equity Strip”) issued by the company (the “Holding Company”) that will own all of the issued and outstanding capital stock of the Operating Company. The Equity Strip, to be split amongst the Purchasers pro rata based upon initial principal amount of the Notes, will in the aggregate consist of (i) 4.1% of the Senior Preferred Stock of the Holding Company, (ii) 4.1% of the Junior Preferred Stock of the Holding Company, and (iii) 4.1% of the fully dilu
