Re: Commitment Letter for Acquisition of R.G. Barry CorporationMerger Agreement • May 2nd, 2014 • Mill Road Capital II, L.P. • Footwear, (no rubber) • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among MRGB Hold Co., a Delaware corporation (“Parent”), MRVK Merger Co., an Ohio corporation (“Merger Sub”), and R.G. Barry Corporation, an Ohio corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). This commitment letter is being delivered to Parent to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
