Commitment Letter Sample Contracts

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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

H&E Equipment Services – Re: Project Yellow Iron Commitment Letter (July 14th, 2017)

You have further advised us that the total funds needed to (a) finance the Acquisition, (b) refinance certain existing indebtedness of the Company and its subsidiaries and of the Acquired Company and its subsidiaries, including without limitation, (i) the Companys Existing Credit Agreement, (ii) that certain Second Amended and Restated Senior Secured Credit Agreement, dated as of October 1, 2010, as amended and restated as of November 20, 2013, as further amended and restated as of February 25, 2016, among Neff LLC, Neff Holdings LLC, the other Credit Parties (as defined therein) party thereto, the Lenders (as defined therein) party thereto from time to time and Bank of America, N.A., as administrative agent and collateral agent, and (iii) that certain Second Lien Credit Agreement, dated as of June 9, 2014, among Neff Holdings LLC, Neff LLC, Neff Rental LLC, the Lenders party thereto, Credit Suisse AG as

Project Padre Commitment Letter (June 12th, 2017)

You have advised JPMorgan Chase Bank, N.A. (JPMorgan), Credit Suisse AG (acting through such affiliates or branches as it deems appropriate (CS)), Credit Suisse Securities (USA) LLC (CS Securities and, together with CS and their respective affiliates, Credit Suisse), Macquarie Capital (USA) Inc. (Macquarie Capital), Macquarie Capital Funding LLC (Macquarie Lender), and Morgan Stanley Senior Funding, Inc. (MSSF and, together with JPMorgan, Credit Suisse, Macquarie Capital and Macquarie Lender, the Commitment Parties, we or us) that Golden Entertainment, Inc. (Golden or you) intends to acquire (the Acquisition) directly or indirectly, an entity identified to us as Padre (the Target) through the acquisition of all of the ownership interests in the Target. The Borrower, the Target and their respective subsidiaries are sometimes collectively referred to herein as the Companies.

Keane Group, Inc. – Commitment Letter (May 19th, 2017)

Keane Group, Holdings, LLC, a Delaware limited liability company (the "Lead Borrower"), Keane Frac, LP, a Pennsylvania limited partnership ("Keane Frac"), and KS Drilling, LLC, a Delaware limited liability company ("KS Drilling" and, together with the Lead Borrower and Keane Frac, "you"), have advised Owl Rock Capital Corporation ("Owl Rock"; otherwise referred to herein as "we", "us" and the "Commitment Party") that Keane Group, Inc., a Delaware corporation (the "Parent"; and otherwise referred to herein as "Buyer"), intends to acquire (the "Acquisition"), directly or indirectly, 100% of the equity interests of RockPile Energy Services, LLC, a Colorado limited liability company (the "Company"), pursuant to the Purchase Agreement, by and among the Company, Buyer, RockPile Energy Holdings, LLC, a Delaware limited liability company, and RockPile Management NewCo, LLC, a Delaware limited liability company. You have further advised us that, in connection with the foregoing, you intend to

Commitment Letter Contract No.: Yin Hu Yi Wen Cheng Zi 20170512 No.001 (May 19th, 2017)
Brazilian Distribution Co Companhia Brasileira De Distr Cbd – RE: Project Delphes - Commitment Letter Dear Sirs, (May 10th, 2017)

We hereby inform you that, on this date, the Board of Directors of Companhia Brasileira de Distribuicao ("Company") has unanimously resolved that the Company (i) shall cause its voting rights to be exercised at any shareholders meeting of Cnova N.V. ("Cnova") in favor of the reorganization between Via Varejo S.A. and the Brazilian subsidiary of Cnova, Cnova Comercio Eletronico S.A., as agreed under Reorganization Agreement; and (ii) will not tender any of its Cnova shares, held directly or indirectly, in the cash tender offers that Casino, Guichard-Perrachon has undertaken to launch for the ordinary shares of Cnova upon completion of the reorganization (the "Tender Offers"), nor to dispose of or transfer, directly or indirectly, Shares in any other manner or through any other instrument, in particular any derivative instruments, until the end of the Tender Offers. CBD will stand alongside and cooperate with CGP in the subsequent squeeze-out procedure, if any, aimed at having Casino obt

$1,200,000,000 Senior Secured Loan Facility Amended and Restated Commitment Letter (April 13th, 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 Business Capital, a Division of 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 $1,200,000,000 (the "Credit Facility") in connection with its acquisition (the "Acquisition") of the business and operations consisting of not less than 750, but up to 1,000, retail stores of Rite Aid Corporation (the "Acquired Business") and to consummate the other transactions described in the Transaction Description attached hereto as Exhibit A (the "Transaction Description"). Capitalized terms used herein but not otherwise defined shall have t

$600,000,000 Senior Secured Term Loan Facility Commitment Letter (April 13th, 2017)

Fred's, Inc. (the "Company") has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, with its designated affiliates, "MLPFS"), TPG Specialty Lending Inc. ("TPG"), Crystal Financial LLC ("Crystal"), Gordon Brothers Finance Company, LLC ("GBFC"), Pathlight Capital LLC ("Pathlight"), Tennenbaum Capital Partners, LLC ("Tennenbaum"), Great American Capital Partners, LLC ("GACP" and together with TPG, Crystal, GBFC, Pathlight and Tennenbaum, collectively, the "Initial Lenders"; the Initial Lenders together with MLPFS, each individually a "Commitment Party" and collectively, the "Commitment Parties") that it is seeking a new senior secured term loan facility in an aggregate principal amount of $600,000,000 (the "Term Loan Facility") in connection with its acquisition (the "Acquisition") of the business and operations consisting of not less than 750, but up to 1,000, retail stores of Rite Aid Corporation (the "Acquired Business") and to consummate the other transactions descr

Project Eagle Commitment Letter (March 31st, 2017)

MaxLinear, Inc. (you or the Borrower) has advised JPMorgan Chase Bank, N.A. (JPMCB) Deutsche Bank AG New York Branch (DBNY) and Deutsche Bank Securities Inc. (DBSI, and together with JPMCB and DBNY, the Commitment Parties, we or us) that you intend to acquire (the Acquisition) an entity identified to us as Eagle (the Target; the Target collectively with its subsidiaries, the Acquired Business). The Acquisition will be effected through (i) the purchase of shares of common stock of the Target by a newly formed wholly-owned subsidiary of the Borrower (Merger Sub) in the Offer (as defined in the Acquisition Agreement (as defined below)) and (ii) promptly following the completion of the Offer, the merger (the Merger) of Merger Sub with and into the Target pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Target surviving the Merger as your direct or indirect wholly-owned subsidiary (the date of consummation of the Merger, the Merger Closing Date).

Project Eagle Commitment Letter (March 31st, 2017)

MaxLinear, Inc. (you or the Borrower) has advised JPMorgan Chase Bank, N.A. (JPMCB) Deutsche Bank AG New York Branch (DBNY) and Deutsche Bank Securities Inc. (DBSI, and together with JPMCB and DBNY, the Commitment Parties, we or us) that you intend to acquire (the Acquisition) an entity identified to us as Eagle (the Target; the Target collectively with its subsidiaries, the Acquired Business). The Acquisition will be effected through (i) the purchase of shares of common stock of the Target by a newly formed wholly-owned subsidiary of the Borrower (Merger Sub) in the Offer (as defined in the Acquisition Agreement (as defined below)) and (ii) promptly following the completion of the Offer, the merger (the Merger) of Merger Sub with and into the Target pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Target surviving the Merger as your direct or indirect wholly-owned subsidiary (the date of consummation of the Merger, the Merger Closing Date).

$110,000,000 Senior Secured Revolving Credit Facility $1,340,000,000 Senior Secured Term Facility Commitment Letter (March 31st, 2017)

This CREDIT AGREEMENT (this Agreement), dated as of [ * ], 2017, is made by among AFFINION GROUP HOLDINGS, INC., a Delaware corporation (Holdings), AFFINION GROUP, INC., a Delaware corporation (the Borrower), the Lenders (as hereinafter defined) from time to time party hereto, HPS INVESTMENT PARTNERS, LLC, as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the Administrative Agent) and as collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the Collateral Agent) for the Lenders.

Tennant Company – Tennant Company Senior Secured Credit Facilities Commitment Letter (February 28th, 2017)
$400.0 Million Senior Secured First Lien Revolving Credit Facility $600.0 Million Senior Secured First Lien Term Loan Credit Facility $1.4 Billion Unsecured Bridge Facility Commitment Letter (February 9th, 2017)

The Debtors propose this Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims against and Interests in each Debtor pursuant to the Bankruptcy Code. The Debtors seek to consummate the Restructuring Transactions on the Effective Date of the Plan. Each Debtor is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Debtors are not currently proposing the substantive consolidation of their respective Estates; provided, that the Plan will provide for the substantive consolidation of certain of the Debtors to the extent necessary for Confirmation. Absent the substantive consolidation of certain of the Debtors, the classifications of Claims and Interests set forth in Article III of this Plan shall be deemed to apply separately with respect to each Plan proposed by each Debtor, as applicable. Reference is made to the Disclosure Statement for a discussion of the

CEEG Payment Commitment Letter (January 18th, 2017)

With respect to that China Sunergy (Nanjing) Co., Ltd. ("Company") and its subsidiary CEEG (Nanjing) Semiconductor Co., Ltd. owe a debt to you due to advance payment and share transfer payment, as promised in written, we would make installment repayment of advance payment amounted RMB 429 million in one year calculated from February 2015 and share transfer payment amounted RMB 39.63 million in half of a year calculated from February 2015. The commitment period of advance payment and share transfer payment will expire this month and next month, respectively. As our power station cannot be commenced on schedule and other certain reasons, we propose that the repayment date shall be extended and we commit that the share transfer payment shall be repaid by installments in one and half years from now and the advance payment amounted RMB 429 million shall be repaid by installments in two years from now.