Commitment Letter Sample Contracts

Broadcom Cayman L.P. – Project Zebra Commitment Letter (February 15th, 2018)

You have advised Bank of America, N.A. (through itself or one of its affiliates, Bank of America), Citi (as defined below), Deutsche Bank AG New York Branch (DBNY), Deutsche Bank AG Cayman Islands Branch (DBCI) and Deutsche Bank Securities Inc. (DBSI and, together with DBNY and DBCI, DB), JPMorgan Chase Bank, N.A. (JPMorgan), Mizuho Bank, Ltd. (Mizuho), Sumitomo Mitsui Banking Corporation (SMBC), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (MUFG), Wells Fargo Bank, National Association (Wells Fargo Bank) and Wells Fargo Securities, LLC (Wells Fargo Securities and, collectively with Wells Fargo Bank, Wells Fargo), The Bank of Nova Scotia (Scotiabank), Bank of Montreal (BMO Bank) and BMO Capital Markets Corp. (BMOCM and, collectively with BMO Bank, BMO), Royal Bank of Canada (Royal Bank) and RBC Capital Markets1 (RBCCM and, together with Royal Bank, RBC), and Morgan Stanley Senior Funding, Inc. (MS and together with Bank of America, Citi, DB, JPM, Mizuho, SMBC, MUFG, Wells Fargo, Scotiabank,

Project Valley Commitment Letter $400,000,000 364-Day Term Loan Facility (January 31st, 2018)

You have advised Barclays Bank PLC (Barclays) and JPMorgan Chase Bank, N.A. (JPMCB and, together with Barclays, the Commitment Parties or we or us) that Seattle Genetics, Inc., a Delaware corporation (the Borrower or you), seeks financing to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in Annex A hereto and the Term Sheet referred to below). This letter, including the Term Sheet, the Transaction Description attached hereto as Annex A and the Conditions Annex attached hereto as Annex C (the Conditions Annex), is hereinafter referred to as the Commitment Letter.

oncothyreon – Project Valley Commitment Letter $400,000,000 364-Day Term Loan Facility (January 31st, 2018)

You have advised Barclays Bank PLC (Barclays) and JPMorgan Chase Bank, N.A. (JPMCB and, together with Barclays, the Commitment Parties or we or us) that Seattle Genetics, Inc., a Delaware corporation (the Borrower or you), seeks financing to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in Annex A hereto and the Term Sheet referred to below). This letter, including the Term Sheet, the Transaction Description attached hereto as Annex A and the Conditions Annex attached hereto as Annex C (the Conditions Annex), is hereinafter referred to as the Commitment Letter.

Shutterfly, Inc. Commitment Letter $825,000,000 Incremental Facility (January 30th, 2018)

We understand that the total funding required to effect the Acquisition, to repay any existing indebtedness of the Target required to be repaid under the Acquisition Agreement or not permitted to remain outstanding after the Closing Date under the Existing Credit Agreement (the Refinancing) and to pay the fees and expenses incurred in connection therewith, shall be provided from (i) cash on hand at the Borrower and (ii) the incurrence by the Borrower of incremental term loans (the Incremental Term Loans) in an aggregate principal amount of $825,000,000 under an incremental tranche term loan B facility (the Incremental Facility), as described in the summary of terms and conditions attached hereto as Exhibit A (the Term Sheet), pursuant to Section 2.17 of that certain Credit Agreement, dated as of August 17, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the Existing Credit Agreement), by and among the Borrower, the lenders party

Atkore International Group Inc. – Execution Version 1003861797v5 Atkore International, Inc. 16100 S. Lathorp Ave. Harvey, Illinois 60426 January 24, 2018 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 UBS SECURITIES LLC 1285 Avenue of the Americas New York, NY 10019 UBS AG, STAMFORD BRANCH 600 Washington Blvd Stamford, CT 06901 Re: Letter Agreement Pursuant to Commitment Letter Dated January 19, 2018 and Fee Letter Dated January 19, 2018 Ladies and Gentlemen: Reference Is Hereby Made to the Following Ag (January 24th, 2018)
Project Mermaid Commitment Letter (December 29th, 2017)

You have advised JPMorgan Chase Bank, N.A. (JPMorgan) and Golub Capital LLC (Golub Capital) that Lifetime Brands, Inc., a Delaware corporation (you or the Company), intends to enter into the transactions described in the Transaction Summary attached hereto as Exhibit A (the Transactions). Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the Commitment Letter).

Bilateral Loan Facility Commitment Letter (December 19th, 2017)

You have advised Bank of America N.A. (Bank of America, us or we) that Total System Services, Inc., a Georgia corporation (you or the Borrower) intends to acquire (the Acquisition), through a stock purchase, Cayan Holdings LLC (the Target) from PCP MW Holding Corp., a Delaware corporation and the other equityholders of the Target (collectively, the Sellers) pursuant to that certain Agreement and Plan of Merger (together with all exhibits, schedules and disclosure letters thereto, the Purchase Agreement) dated as of December 16, 2017 among the Target, the Sellers, Parthenon Investors IV L.P., a Delaware limited partnership, as the representative of the equityholders of the Target and the Borrower. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Exhibits attached hereto. This letter, Exhibit A (the Summary of Terms) and Exhibit B attached hereto, are collectively referred to as the Commitment Letter. The Acquisition, the entering into and

Project Hydra Commitment Letter (December 18th, 2017)

We are pleased to confirm the arrangements under which each of Barclays Bank PLC (Barclays), Credit Agricole Corporate and Investment Bank (CACIB) and Goldman Sachs Bank USA (GS; Barclays, CACIB and GS collectively, the Commitment Parties, we or us) are (i) exclusively (subject to Section 1 below) authorized by McDermott International, Inc., a Panamanian corporation (the Company or you), to act in the roles and capacities described herein and (ii) providing commitments in connection with the financing for certain transactions described herein, in each case on the terms and subject to the conditions set forth in this commitment letter and the attached Exhibits A, B, C and D hereto (collectively, this Commitment Letter). Capitalized terms used but not defined herein have the respective meanings given in the Exhibits hereto.

Project Hydra Commitment Letter (December 18th, 2017)

We are pleased to confirm the arrangements under which each of Barclays Bank PLC (Barclays), Credit Agricole Corporate and Investment Bank (CACIB) and Goldman Sachs Bank USA (GS; Barclays, CACIB and GS collectively, the Commitment Parties, we or us) are (i) exclusively (subject to Section 1 below) authorized by McDermott International, Inc., a Panamanian corporation (the Company or you), to act in the roles and capacities described herein and (ii) providing commitments in connection with the financing for certain transactions described herein, in each case on the terms and subject to the conditions set forth in this commitment letter and the attached Exhibits A, B, C and D hereto (collectively, this Commitment Letter). Capitalized terms used but not defined herein have the respective meanings given in the Exhibits hereto.

Commitment Letter (December 4th, 2017)

You have advised Barclays Bank PLC (Barclays or the Initial Lead Arranger and, together with each additional lead arranger and joint bookrunner that becomes a party to this Commitment Letter as an additional Lead Arranger pursuant to paragraph 2 hereof, the Lead Arrangers) (together with each assignee that becomes a party to this Commitment Letter as an additional Commitment Lender pursuant to paragraph 2 hereof, the Commitment Lenders; and together with the Lead Arrangers, the Commitment Parties, us or we) that TTM Technologies, Inc., a Delaware corporation (you or the Borrower), intends to acquire (the Acquisition), directly or indirectly through a wholly-owned subsidiary of the Borrower, all of the outstanding equity interests of Anaren Holding Corp. (the Target) pursuant to a Stock Purchase Agreement (the Purchase Agreement), dated as of the date hereof, among you, Anaren Holdings LLC (the Seller) and Target, and to consummate the other transactions described on Exhibit A hereto (c

Project Gotham Commitment Letter (November 27th, 2017)

You have advised Royal Bank of Canada ("Royal Bank"), RBC Capital Markets* ("RBCCM" and, together with Royal Bank, "RBC"), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate "CS"), Credit Suisse Securities (USA) LLC ("CS Securities" and, together with CS "Credit Suisse"), Barclays Bank PLC ("Barclays") and Citi (as defined below, and together with RBC, Credit Suisse and Barclays, the "Commitment Parties", "we" or "us") that Meredith Corporation (the "Company" or "you"), intends to acquire (the "Acquisition"), directly or indirectly, all of the equity interests of an entity previously disclosed to us as "Tribeca", a Delaware corporation (together with its subsidiaries, the "Target") pursuant to the terms of that certain Agreement and Plan of Merger to be entered into by and among the Target, the Company and a newly-formed direct wholly-owned subsidiary of the Company to be determined ("Merger Sub") (together with all exhibits, schedules and discl

Project Gotham Commitment Letter (November 27th, 2017)

You have advised Royal Bank of Canada ("Royal Bank"), RBC Capital Markets* ("RBCCM" and, together with Royal Bank, "RBC"), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate "CS"), Credit Suisse Securities (USA) LLC ("CS Securities" and, together with CS "Credit Suisse"), Barclays Bank PLC ("Barclays") and Citi (as defined below, and together with RBC, Credit Suisse and Barclays, the "Commitment Parties", "we" or "us") that Meredith Corporation (the "Company" or "you"), intends to acquire (the "Acquisition"), directly or indirectly, all of the equity interests of an entity previously disclosed to us as "Tribeca", a Delaware corporation (together with its subsidiaries, the "Target") pursuant to the terms of that certain Agreement and Plan of Merger to be entered into by and among the Target, the Company and a newly-formed direct wholly-owned subsidiary of the Company to be determined ("Merger Sub") (together with all exhibits, schedules and discl

Project Alpine Amended and Restated Commitment Letter Senior Secured Credit Facilities Senior Unsecured Bridge Facility (November 21st, 2017)

Beacon Roofing Supply, Inc., a Delaware corporation (the "Borrower", "Holdings" or "you"), has advised Wells Fargo Bank, National Association ("Wells Fargo Bank"), WF Investment Holdings, LLC ("WF Investments"), Wells Fargo Securities, LLC ("Wells Fargo Securities" and, collectively with Wells Fargo Bank and WF Investments, "WF"), Citi (as defined below), MLPFS (as defined below), JPMorgan Chase Bank, N.A. ("JPMCB"), SunTrust Robinson Humphrey, Inc. ("STRH") and SunTrust Bank ("SunTrust Bank" and, collectively with STRH, "SunTrust") (each of the foregoing, as applicable, a "Commitment Party" and, collectively, the "Commitment Parties", "we" or "us") that the Borrower desires to consummate the Transactions (as defined in Exhibit A hereto (such exhibit, the "Transactions Description")). Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Exhibits (as defined below) hereto. For the purposes of this Commitment Letter and the

Diplomat Pharmacy – Project Duke $795,000,000 Senior Secured Credit Facilities Commitment Letter (November 16th, 2017)

You have advised each of JPMorgan Chase Bank, N.A. (JPMorgan) and Capital One, National Association (Capital One and, together with JPMorgan, the Commitment Parties, we or us) that you intend to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in the Term Sheet (as defined below)).

Hanover Capital Mortgage Holdings, Inc. – Commitment Letter (November 9th, 2017)

You ("you," "Walter" or "Guarantor") have advised Barclays Bank PLC ("Barclays", "us" or "we") that your affiliates may wish to upsize the following facilities, for which you act as guarantor (together, the "Facilities"):

Project Gazelle - Commitment Letter (October 24th, 2017)

You have advised Bank of America, N.A. (Bank of America), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates, MLPFS), BNP Paribas (BNP and, together with Bank of America, the Initial Lenders) and BNP Paribas Securities Corp. (together with its designated affiliates, BNPPSC and Bank of America, MLPFS, BNP and BNPPSC, collectively, the Commitment Parties, we or us) that International Paper Company, a New York corporation (the Initial Borrower or you), proposes to effect the transactions described on Annex I hereto. Capitalized terms used in this Commitment Letter (as defined below) without definition have the meanings given to them in the annexes hereto. All references to dollars or $ in this letter agreement and the annexes hereto (collectively, this Commitment Letter) are references to United States dollars.

Amended and Restated Backstop Commitment Letter (October 6th, 2017)

Reference is made to (i) that certain Backstop Commitment Letter dated as of June 12, 2017 and the first amendment thereto (as so amended, the Original Backstop Commitment Letter) and (ii) that certain Restructuring Support and Lock-Up Agreement, dated as of June 12, 2017 and the first amendment thereto dated as of the date hereof (including any exhibits and schedules thereto, as so amended the Restructuring Support Agreement), by and among GenOn Energy, Inc. (now and as it may be reorganized under a joint chapter 11 plan of reorganization, GenOn), GenOn Americas Generation LLC (now and as it may be reorganized under a joint chapter 11 plan of reorganization, GAG and, collectively with GenOn and certain direct and indirect subsidiaries of GenOn, the Debtors), NRG Energy, Inc. and certain holders of notes issued by GenOn and GAG. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement.

Re: Project Snowbird Amended and Restated Commitment Letter $1,102.5 Million Senior Secured Credit Facilities $350.0 Million Senior Bridge Facility (October 6th, 2017)

You have advised Wells Fargo Bank, National Association (Wells Fargo Bank), WF Investment Holdings, LLC (WF Investments), Wells Fargo Securities, LLC (Wells Fargo Securities), JPMorgan Chase Bank, N.A., ING Bank N.V., Dublin Branch, BNP Paribas, Bank of the West and U.S. Bank National Association (collectively, the Commitment Parties or we or us) that Itron, Inc., a Washington corporation (the Borrower or you) seeks financing to consummate the Transactions (such term and each other capitalized term used but not defined herein having the meanings assigned to them in the Term Sheets (as defined below) or the Existing Credit Agreement, as applicable). As part of the Transactions, you have advised us that you intend to amend, amend and restate, replace or otherwise modify the Existing Credit Agreement to permit the Acquisition, the Term Loan B Facility, the issuance of the Notes and/or the borrowings under the Bridge Facility and to make certain other amendments to the Existing Credit Agre

GenOn Energy Holdings – Amended and Restated Backstop Commitment Letter (October 6th, 2017)

Reference is made to (i) that certain Backstop Commitment Letter dated as of June 12, 2017 and the first amendment thereto (as so amended, the Original Backstop Commitment Letter) and (ii) that certain Restructuring Support and Lock-Up Agreement, dated as of June 12, 2017 and the first amendment thereto dated as of the date hereof (including any exhibits and schedules thereto, as so amended the Restructuring Support Agreement), by and among GenOn Energy, Inc. (now and as it may be reorganized under a joint chapter 11 plan of reorganization, GenOn), GenOn Americas Generation LLC (now and as it may be reorganized under a joint chapter 11 plan of reorganization, GAG and, collectively with GenOn and certain direct and indirect subsidiaries of GenOn, the Debtors), NRG Energy, Inc. and certain holders of notes issued by GenOn and GAG. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement.

Commitment Letter (September 29th, 2017)

This COMMITMENT LETTER (this Letter) is made and entered into on September 26, 2017, between each of Oracle Partners, LP, a Delaware limited partnership (Oracle Partners), Oracle Institutional Partners, LP, a Delaware limited partnership (Institutional Partners), and Oracle Ten Fund Master, LP, a Cayman Islands exempt company (Ten Fund and, together with Oracle Partners and Institutional Partners, the Investors), on the one hand, and BIOLASE, Inc., a Delaware corporation (the Company), on the other hand.

Commitment Letter (September 29th, 2017)

This COMMITMENT LETTER (this Letter) is made and entered into on September 26, 2017, between each of Renate Schuler, an individual (Ms. Schuler), Jack W. Schuler Living Trust, a living trust organized under the laws of the State of Illinois (the Trust), and Schuler Family Foundation, an Illinois corporation and tax-exempt private operating foundation (the Foundation and together with Ms. Schuler and the Trust, the Investors), on the one hand, and BIOLASE, Inc., a Delaware corporation (the Company), on the other hand.

Sprint Communications, Inc. Bridge Credit Facility Commitment Letter (September 25th, 2017)

CREDIT AGREEMENT (this Agreement) dated as of [ ] [*], 201[ ] among SPRINT COMMUNICATIONS, INC. (the Borrower), the Guarantors (as defined below) party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

$550,000,000 Senior Secured Term Loan Facility Amended and Restated Commitment Letter (September 7th, 2017)

Fred's, Inc. (the "Company") has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, with its designated affiliates, "MLPFS"), TPG Specialty Lending Inc. and its affiliated funds signatory hereto (collectively, "TPG"), the affiliated funds of Birch Grove Capital LP signatory hereto (collectively, "Birch Grove"), Crystal Financial LLC ("Crystal"), Gordon Brothers Finance Company, LLC ("GBFC"), Pathlight Capital LLC ("Pathlight"), Silver Point Specialty Credit Fund, L.P. ("Silver Point"), Tennenbaum Capital Partners, LLC ("Tennenbaum") and Great American Capital Partners, LLC ("GACP" and, together with TPG, Birch Grove, Crystal, GBFC, Pathlight, Silver Point and Tennenbaum, collectively, the "Original Initial Lenders"), the affiliated funds of Apollo Global Management signatory hereto (collectively, "Apollo"), the affiliated funds of Cerberus Business Finance LLC signatory hereto (collectively, "Cerberus"), KKR Credit Advisors US LLC on behalf of itself and certain of i

Commitment Letter (September 7th, 2017)

Beijing Sohu New Media Information Technology Co., Ltd., Fox Information Technology (Tianjin) Limited., and Beijing Sohu New Momentum Information Technology Co., Ltd. (Applicants or Subsidiaries) are subsidiaries held by Sohu.com Inc. The Subsidiaries intend to apply for financing of RMB800 million from you for daily operation and turnover. The Applicants have entered into the Credit Agreement (No. 0020001453-2017(FAS)00000001 ) with you and the Financial Plan Agent of Private Bank, Industrial &Commercial Bank of China Ltd. Subject to that the above Credit Agreement between you and the Subsidiaries becomes effective and you issue the financed fund according thereto, we make the following irrevocable commitment to you until the Credit Agreement terminates or the principal, interest and costs for realizing the debt under the Credit Agreement are fully repaid:

$1,650,000,000 Senior Secured Loan Facility Second Amended and Restated Commitment Letter (September 7th, 2017)

Fred's, Inc. (the "Company") has advised Bank of America, N.A. ("Bank of America"), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, with its designated affiliates, "MLPFS", and together with Bank of America, "BofA"), Regions Bank ("Regions Bank"), Regions Capital Markets, a division of Regions Bank ("RCM", and together with Regions Bank, "Regions") and Citizens Bank, N.A. ("Citizens" and together with BofA and Regions, individually, a "Commitment Party" and collectively, the "Commitment Parties") that it is seeking a new senior secured asset-based loan facility in an aggregate principal amount of $1,650,000,000 (the "Credit Facility") in connection with its acquisition (the "Acquisition") of the business and operations consisting of not less than 865 but up to 1,200 retail stores and certain intellectual property, corporate infrastructure and distribution centers of Rite Aid Corporation (collectively, the "Acquired Business") and to consummate the other transactions descr

Re: Peak Resorts Line of Credit Conditional Commitment Letter ("Letter") (August 30th, 2017)

Please be informed that our loan committee has conditionally approved your request for the loan described herein by ROYAL BANKS OF MISSOURI (the "Bank") to PEAK RESORTS, INC., HIDDEN VALLEY GOLF AND SKI, INC., PAOLI PEAKS, INC., SNOW CREEK, INC., LBO HOLDING, INC., and SNH DEVELOPMENT, INC. (collectively, the "Borrower") wherein the Bank is willing to lend, and the Borrower agrees to borrow not more than the Principal Amount set forth below (the "Loan").

Project Chess Backstop Commitment Letter (August 9th, 2017)

Reference is made to (i) the Second Amended and Restated Loan Agreement dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, including that certain Incremental Amendment No. 2 dated as of August 7, 2017, the Existing Credit Agreement), by and among vantiv, LLC, a Delaware limited liability company (the Borrower or you), the various institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and (ii) the Incremental Amendment No. 3 to the Existing Credit Agreement dated as of the date hereof (the 2017 Incremental Amendment No. 3), by and among the Borrower, JPMorgan Chase Bank, N.A., Morgan Stanley, CS and MUFG. Capitalized terms used but not otherwise defined in this Commitment Letter (as defined below) are used with the meanings assigned to such terms in the Existing Credit Agreement or the 2017 Incremental Amendment No. 3, as appl

Project Chess Bridge Commitment Letter (August 9th, 2017)

You have advised each of Morgan Stanley Senior Funding, Inc. and/or an affiliate thereof (Morgan Stanley), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, CS), and Credit Suisse Securities (USA) LLC (CS Securities and, together with CS and their respective affiliates, Credit Suisse) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group (MUFG and, together with Morgan Stanley and Credit Suisse, the Commitment Parties, us or we) that you intend to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us as Knight (the Target) and to consummate the other transactions described on Exhibit A hereto.

Project Chess Bridge Commitment Letter (August 9th, 2017)

You have advised each of Morgan Stanley Senior Funding, Inc. and/or an affiliate thereof (Morgan Stanley), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, CS), and Credit Suisse Securities (USA) LLC (CS Securities and, together with CS and their respective affiliates, Credit Suisse) and The Bank of Tokyo-Mitsubishi UFJ, Ltd., a member of MUFG, a global financial group (MUFG and, together with Morgan Stanley and Credit Suisse, the Commitment Parties, us or we) that you intend to acquire, directly or indirectly, all of the outstanding equity interests of the entity previously identified to us as Knight (the Target) and to consummate the other transactions described on Exhibit A hereto.

Project Chess Backstop Commitment Letter (August 9th, 2017)

Reference is made to (i) the Second Amended and Restated Loan Agreement dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, including that certain Incremental Amendment No. 2 dated as of August 7, 2017, the Existing Credit Agreement), by and among vantiv, LLC, a Delaware limited liability company (the Borrower or you), the various institutions from time to time party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and (ii) the Incremental Amendment No. 3 to the Existing Credit Agreement dated as of the date hereof (the 2017 Incremental Amendment No. 3), by and among the Borrower, JPMorgan Chase Bank, N.A., Morgan Stanley, CS and MUFG. Capitalized terms used but not otherwise defined in this Commitment Letter (as defined below) are used with the meanings assigned to such terms in the Existing Credit Agreement or the 2017 Incremental Amendment No. 3, as appl

Project Charlotte $1,200,000,000 Senior Unsecured Delayed-Draw Term Loan Facility Commitment Letter (August 2nd, 2017)

You have informed each of BNP Paribas (BNPP), BNP Paribas Securities Corp. (BNPPSC and, together with BNPP, BNP Paribas) and The Bank of Nova Scotia (Scotiabank, together with BNP Paribas, the Commitment Parties, we or us) that Jacobs Engineering Group Inc. and its subsidiaries (the Company or you) intend to acquire, through a merger (the Acquisition), the company you have identified to us as Project Charlotte and its subsidiaries (collectively, the Acquired Business) in a transaction that will result in you owning the Acquired Business.

Project Charlotte $1,600,000,000 Senior Unsecured Revolving Credit Facility Commitment Letter (August 2nd, 2017)

You have informed each of BNP Paribas (BNPP), BNP Paribas Securities Corp. (BNPPSC and, together with BNPP, BNP Paribas) and The Bank of Nova Scotia (Scotiabank, together with BNP Paribas, the Commitment Parties, we or us) that Jacobs Engineering Group Inc. and its subsidiaries (the Company or you) intend to acquire, through a merger (the Acquisition), the company you have identified to us as Project Charlotte and its subsidiaries (collectively, the Acquired Business) in a transaction that will result in you owning the Acquired Business.

Project Charlotte $1,600,000,000 Senior Unsecured Revolving Credit Facility Commitment Letter (August 2nd, 2017)

You have informed each of BNP Paribas (BNPP), BNP Paribas Securities Corp. (BNPPSC and, together with BNPP, BNP Paribas) and The Bank of Nova Scotia (Scotiabank, together with BNP Paribas, the Commitment Parties, we or us) that Jacobs Engineering Group Inc. and its subsidiaries (the Company or you) intend to acquire, through a merger (the Acquisition), the company you have identified to us as Project Charlotte and its subsidiaries (collectively, the Acquired Business) in a transaction that will result in you owning the Acquired Business.

Project Charlotte $1,200,000,000 Senior Unsecured Delayed-Draw Term Loan Facility Commitment Letter (August 2nd, 2017)

You have informed each of BNP Paribas (BNPP), BNP Paribas Securities Corp. (BNPPSC and, together with BNPP, BNP Paribas) and The Bank of Nova Scotia (Scotiabank, together with BNP Paribas, the Commitment Parties, we or us) that Jacobs Engineering Group Inc. and its subsidiaries (the Company or you) intend to acquire, through a merger (the Acquisition), the company you have identified to us as Project Charlotte and its subsidiaries (collectively, the Acquired Business) in a transaction that will result in you owning the Acquired Business.

Project Temple Commitment Letter for $270 Million Senior Secured Credit Facilities (July 17th, 2017)

Quidel Corporation ("you" or the "Company") has advised Bank of America, N.A. ("Bank of America"), and JPMorgan Chase Bank, N.A. ("JPMorgan" and together with Bank of America, the "Initial Lenders" and each an "Initial Lender"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, "MLPFS") and JPMorgan ("JPMS" and together with MLPFS, collectively the "Lead Arrangers" and each a "Lead Arranger", and the Lead Arrangers together with the Initial Lenders, the "Commitment Parties", "we" or "us") that you intend to consummate the Transactions (as described and defined in the Transaction Description attached hereto as Exhibit A (the "Transaction Description")). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description, the Summary of Terms and Conditions attached hereto as Exhibit B (the "Term Sheet") and the Conditions Precedent to Closing Date attached hereto as Exhibit C (the "Conditions E