Commitment Letter Sample Contracts

Commitment Letter (June 11th, 2018)

You have advised us you intend to acquire, directly or indirectly, USG Corporation and to consummate the other transactions described in annex 1 hereto. Capitalized terms used but not defined herein have the meanings assigned to them in the appendices and annexes attached hereto.

Babcock & Brown Air Limited – Amended and Restated Purchase Commitment Letter (Portfolio C Aircraft and Portfolio D Aircraft) (May 9th, 2018)

This AMENDED AND RESTATED PURCHASE COMMITMENT LETTER (PORTFOLIO C AIRCRAFT AND PORTFOLIO D AIRCRAFT) (the "Agreement") dated May 3, 2018, but having effect as between the parties as of 28 February 2018, is made between (1) Fly Leasing Limited, a Bermuda exempted company ("Fly"), and (2) Nomura Babcock & Brown Co., Ltd., a Japanese company (the "Commitment Provider") and amends and restates that certain Purchase Commitment Letter (Portfolio C Aircraft) dated as of February 28, 2018 between Fly and Commitment Provider.

PROJECT LAKES US$11.0 Billion Senior Secured Credit Facilities US$19.0 Billion Senior Secured Bridge Loan Facility(1) US$8.0 Billion Senior Unsecured Bridge Loan Facility Commitment Letter (April 30th, 2018)

T-Mobile USA, Inc., a Delaware corporation (the Company or you), has advised Barclays Bank PLC (Barclays), Credit Suisse Loan Funding LLC (CSLF), Deutsche Bank Securities Inc. (DBSI), Goldman Sachs Bank USA (GS Bank), Morgan Stanley Senior Funding, Inc. (MSSF) and RBC Capital Markets(2) (RBCCM and, together with Barclays, CSLF, DBSI, GS Bank and MSSF, the Lead Arrangers) and Barclays, Credit Suisse AG (acting through such of its affiliates and branches as it deems appropriate, CS), Deutsche Bank AG New York Branch (DBNY), Deutsche Bank AG Cayman Islands Branch (DBCI and, together with DBSI and DBNY, DB), GS Bank, Goldman Sachs Lending Partners LLC

PROJECT LAKES US$11.0 Billion Senior Secured Credit Facilities US$19.0 Billion Senior Secured Bridge Loan Facility(1) US$8.0 Billion Senior Unsecured Bridge Loan Facility Commitment Letter (April 30th, 2018)

T-Mobile USA, Inc., a Delaware corporation (the Company or you), has advised Barclays Bank PLC (Barclays), Credit Suisse Loan Funding LLC (CSLF), Deutsche Bank Securities Inc. (DBSI), Goldman Sachs Bank USA (GS Bank), Morgan Stanley Senior Funding, Inc. (MSSF) and RBC Capital Markets(2) (RBCCM and, together with Barclays, CSLF, DBSI, GS Bank and MSSF, the Lead Arrangers) and Barclays, Credit Suisse AG (acting through such of its affiliates and branches as it deems appropriate, CS), Deutsche Bank AG New York Branch (DBNY), Deutsche Bank AG Cayman Islands Branch (DBCI and, together with DBSI and DBNY, DB), GS Bank, Goldman Sachs Lending Partners LLC

Project Pacer $5.0 Billion Senior Unsecured Bridge Facility Commitment Letter (April 23rd, 2018)

You have advised Goldman Sachs Bank USA (Goldman Sachs), Morgan Stanley Senior Funding, Inc. (MSSF and, together with Goldman Sachs the Initial Lenders and, the Initial Lenders together with each Lender (as defined below) that becomes a party hereto in accordance with Section 3 hereof, collectively, the Commitment Parties, we or us), that CenterPoint Energy, Inc. (the Company or you), intends to acquire (the Acquisition) all of the equity interests of a company previously identified to us and codenamed Pacer (the Target) pursuant to an Agreement and Plan of Merger to be entered into by and among the Company, a direct or indirect wholly-owned domestic subsidiary of the Company and the Target (the Acquisition Agreement) and to consummate certain transactions described therein and in this Commitment Letter, in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A and B (collectively, the Commitment Letter).

Project Pacer $5.0 Billion Senior Unsecured Bridge Facility Commitment Letter (April 23rd, 2018)

You have advised Goldman Sachs Bank USA (Goldman Sachs), Morgan Stanley Senior Funding, Inc. (MSSF and, together with Goldman Sachs the Initial Lenders and, the Initial Lenders together with each Lender (as defined below) that becomes a party hereto in accordance with Section 3 hereof, collectively, the Commitment Parties, we or us), that CenterPoint Energy, Inc. (the Company or you), intends to acquire (the Acquisition) all of the equity interests of a company previously identified to us and codenamed Pacer (the Target) pursuant to an Agreement and Plan of Merger to be entered into by and among the Company, a direct or indirect wholly-owned domestic subsidiary of the Company and the Target (the Acquisition Agreement) and to consummate certain transactions described therein and in this Commitment Letter, in each case on the terms and subject to the conditions set forth in this Commitment Letter and Exhibits A and B (collectively, the Commitment Letter).

Project Hydra Amended and Restated Commitment Letter (April 5th, 2018)

This Amended and Restated Commitment Letter amends and restates and supersedes that certain Commitment Letter, dated as of December 18, 2017 (as amended by that certain (i) Commitment Letter Joinder, dated December 18, 2017, among Barclays, CACIB, GS, the Company and ABN AMRO (each as defined below), (ii) Commitment Letter Joinder, dated December 23, 2017, among Barclays, CACIB, GS, ABN AMRO, the Company and MUFG (as defined below), (iii) the Commitment Letter Joinder, dated December 23, 2017, among Barclays, CACIB, GS, ABN AMRO, the Company and Standard Chartered (as defined below) and (iv) the Commitment Letter Joinder, dated February 19, 2018, among Barclays, GS, ABN AMRO, MUFG, Standard Chartered and RBC (as defined below), the Original Commitment Letter), from the Commitment Parties (as defined below) to McDermott International, Inc., a Panamanian corporation (the Company or you).

Project Hydra Amended and Restated Commitment Letter (April 5th, 2018)

This Amended and Restated Commitment Letter amends and restates and supersedes that certain Commitment Letter, dated as of December 18, 2017 (as amended by that certain (i) Commitment Letter Joinder, dated December 18, 2017, among Barclays, CACIB, GS, the Company and ABN AMRO (each as defined below), (ii) Commitment Letter Joinder, dated December 23, 2017, among Barclays, CACIB, GS, ABN AMRO, the Company and MUFG (as defined below), (iii) the Commitment Letter Joinder, dated December 23, 2017, among Barclays, CACIB, GS, ABN AMRO, the Company and Standard Chartered (as defined below) and (iv) the Commitment Letter Joinder, dated February 19, 2018, among Barclays, GS, ABN AMRO, MUFG, Standard Chartered and RBC (as defined below), the Original Commitment Letter), from the Commitment Parties (as defined below) to McDermott International, Inc., a Panamanian corporation (the Company or you).

Commitment Letter (March 12th, 2018)

You have advised HPS Investment Partners, LLC ("HPSIP") that BlueLinx Holdings Inc. (together with its subsidiaries, collectively, the "Company" or "you") is seeking $180,000,000 of initial term financing to support the acquisition (the "Acquisition") of Cedar Creek Holdings, LLC (together with its subsidiaries, collectively, the "Target" or "Acquired Business") pursuant to the Acquisition Agreement (as defined in Exhibit A hereto) and to pay transaction-related fees and expenses. You have further advised HPSIP (acting through such of its affiliates, affiliated or managed funds and separately managed accounts as it deems appropriate, the "Commitment Party", "we," or "us") that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A. 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 let

Project Panther $600,000,000 Senior Secured Asset-Based Credit Facility Commitment Letter (March 12th, 2018)

BlueLinx Holdings Inc., a Delaware corporation ("Parent"), has advised Wells Fargo Bank, N.A. ("Wells Fargo") and Bank of America, N.A. ("Bank of America," and together with Wells Fargo, individually each a "Commitment Party" and collectively, the "Commitment Parties") that BlueLinx Corporation, a Delaware corporation ("BlueLinx") intends to (i) acquire (the "Acquisition") all of the equity interests of Cedar Creek Holdings, Inc. and certain of its subsidiaries (collectively, the "Acquired Company"), (ii) amend and restate the existing senior secured asset-based credit facility of BlueLinx and certain subsidiaries of Parent (such amended and restated credit facility being referred to herein as the "ABL Facility"), and (iii) consummate the other transactions described in the Transaction Description included as Exhibit A hereto (the "Transaction Description"). Capitalized terms used herein but not otherwise defined, shall have the meanings assigned to them in the Transaction Description

Inovalon Holdings, Inc. – Project New Heights $1,080,000,000 Senior Secured Credit Facilities Commitment Letter (March 7th, 2018)

You have advised Morgan Stanley Senior Funding, Inc. (together with its affiliates, "MSSF", "we" or "us") that you intend to acquire (the "Acquisition"), either directly or through a wholly-owned special purpose acquisition subsidiary, all issued and outstanding equity interests of Butler Group Holdings, Inc., a Delaware corporation (the "Target"), which indirectly owns all issued and outstanding equity interests of ABILITY Network Inc., a Delaware corporation ("ABILITY"), and to consummate the other Transactions (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the "Term Sheet")).

Re: 364-Day Incremental Credit Facility Commitment Letter (March 5th, 2018)

General Dynamics Corporation (the Borrower) has requested that (i) JPMorgan Chase Bank, N.A. (JPMorgan) and Wells Fargo Securities, LLC (WFS, and collectively with JPMorgan, the Arrangers) agree to structure, arrange and syndicate a 364-day incremental revolving credit facility (the Facility) in the initial aggregate principal amount of up to $7.5 billion (the Aggregate Commitment), (ii) JPMorgan and Wells Fargo Bank, National Association (WFBNA, and collectively with JPMorgan, the Commitment Parties) commit to provide a portion of the Facility, (iii) JPMorgan agrees to serve as administrative agent for the Facility and (iv) WFBNA agrees to serve as syndication agent for the Facility.

Re: 364-Day Incremental Credit Facility Commitment Letter (March 5th, 2018)

General Dynamics Corporation (the Borrower) has requested that (i) JPMorgan Chase Bank, N.A. (JPMorgan) and Wells Fargo Securities, LLC (WFS, and collectively with JPMorgan, the Arrangers) agree to structure, arrange and syndicate a 364-day incremental revolving credit facility (the Facility) in the initial aggregate principal amount of up to $7.5 billion (the Aggregate Commitment), (ii) JPMorgan and Wells Fargo Bank, National Association (WFBNA, and collectively with JPMorgan, the Commitment Parties) commit to provide a portion of the Facility, (iii) JPMorgan agrees to serve as administrative agent for the Facility and (iv) WFBNA agrees to serve as syndication agent for the Facility.

iQIYI, Inc. – Commitment Letter (February 27th, 2018)

To ensure your normal operation and to faciliate the development of your business, Qiyi.com, Inc. (Qiyi Cayman) hereby undertakes as follows:

iQIYI, Inc. – Commitment Letter (February 27th, 2018)

Whereas, your company is a company of which the financial statements are consolidated with Qiyi.com, Inc. and Beijing QIYI Century Science & Technology Co., Ltd. under US GAAP. To normal operation of your company and to promote the development of business, Qiyi.com, Inc. and Beijing QIYI Century Science & Technology Co., Ltd. hereby undertake as follows:

iQIYI, Inc. – Commitment Letter (February 27th, 2018)

To ensure normal operation of your company and to promote business development, Qiyi.com, Inc. hereby undertake as follows:

iQIYI, Inc. – Commitment Letter (February 27th, 2018)

To ensure normal operation of your company and to promote business development, Qiyi.com, Inc. hereby undertake as follows:

Commitment Letter (February 22nd, 2018)

Bank of Montreal ("BMO") is pleased to advise that it has authorized the following credit facility for The Bolt Supply House Ltd. on the terms and conditions outlined in this Commitment Letter. The Schedules listed below and attached form part of this Commitment Letter.

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,

iQIYI, Inc. – Commitment Letter (February 12th, 2018)

To ensure your normal operation and to faciliate the development of your business, Qiyi.com, Inc. (Qiyi Cayman) hereby undertakes as follows:

iQIYI, Inc. – Commitment Letter (February 12th, 2018)

Whereas, your company is a company of which the financial statements are consolidated with Qiyi.com, Inc. and Beijing QIYI Century Science & Technology Co., Ltd. under US GAAP. To normal operation of your company and to promote the development of business, Qiyi.com, Inc. and Beijing QIYI Century Science & Technology Co., Ltd. hereby undertake as follows:

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"):