Equity Commitment Letter Sample Contracts

Babcock & Brown Air Limited – Equity Commitment Letter Summit Aviation Holdings LLC (May 9th, 2018)

Reference is made to (i) that certain Share Purchase Agreement (the "Share Purchase Agreement"), dated as of February 28, 2018, among Asia Aviation Capital Limited, as vendor, Fly Aladdin Holdings Limited, as purchaser, Fly Leasing Limited (the "Company"), as purchaser guarantor, and AirAsia Berhad, a company incorporated and existing under the laws of Malaysia ("AAB"), and (ii) that certain Subscription Agreement (the "Subscription Agreement"), dated as of February 28, 2018, among the Company, Asia Aviation Capital Limited, a limited liability company incorporated and existing under the laws of Malaysia ("AACL") and AAB (the "Guarantor"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Share Purchase Agreement.

Babcock & Brown Air Limited – Equity Commitment Letter Meridian Aviation Partners Limited West Pier Business Campus Dun Laoghaire County Dublin, A96 N6T7 Ireland (May 9th, 2018)

Reference is made to (i) that certain Share Purchase Agreement (the "Share Purchase Agreement"), dated as of February 28, 2018, among Asia Aviation Capital Limited, as vendor, Fly Aladdin Holdings Limited, as purchaser, Fly Leasing Limited (the "Company"), as purchaser guarantor, and AirAsia Berhad, a company incorporated and existing under the laws of Malaysia ("AAB"), and (ii) that certain Subscription Agreement (the "Subscription Agreement"), dated as of February 28, 2018, among the Company, Asia Aviation Capital Limited, a limited liability company incorporated and existing under the laws of Malaysia ("AACL") and AAB (the "Guarantor"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Share Purchase Agreement.

$650,000,000 Series a Preferred Equity Commitment Letter (November 27th, 2017)

You have further advised us that, in connection therewith, you will obtain the Senior Credit Facilities and will either issue the Senior Notes and/or obtain the Senior Bridge Facilities (as those terms are defined in the commitment letter, dated as of November 26, 2017 delivered by Royal Bank of Canada, RBC Capital Markets, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Citigroup Global Markets, Inc., Citibank, N.A., Citicorp USA, Inc. and Citicorp North American, Inc. and/or their affiliates (the "Debt Commitment Letter") and, together with any indebtedness of the Target and its subsidiaries outstanding after giving effect to the Transactions (as defined below), collectively, the "Senior Debt"), subject solely to the Specified Conditions (as defined in the Debt Commitment Letter).

$650,000,000 Series a Preferred Equity Commitment Letter (November 27th, 2017)

You have further advised us that, in connection therewith, you will obtain the Senior Credit Facilities and will either issue the Senior Notes and/or obtain the Senior Bridge Facilities (as those terms are defined in the commitment letter, dated as of November 26, 2017 delivered by Royal Bank of Canada, RBC Capital Markets, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Citigroup Global Markets, Inc., Citibank, N.A., Citicorp USA, Inc. and Citicorp North American, Inc. and/or their affiliates (the "Debt Commitment Letter") and, together with any indebtedness of the Target and its subsidiaries outstanding after giving effect to the Transactions (as defined below), collectively, the "Senior Debt"), subject solely to the Specified Conditions (as defined in the Debt Commitment Letter).

Double Eagle Acquisition Corp. – Equity Commitment Letter TDR Capital II Holdings L.P. (November 9th, 2017)

Reference is made to that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of August 21, 2017, among Algeco/Scotsman Holding S.a r.l. ("Algeco/Scotsman"), Algeco Scotsman Global S.a r.l. ("Algeco Global"), Algeco Scotsman Holdings Kft. ("Algeco Holdings" and, collectively with Algeco/Scotsman and Algeco Global, the "Sellers"), Double Eagle Acquisition Corp. ("the "Parent Acquiror") and Williams Scotsman Holdco Corp. (the "Holdco Acquiror" and together with the Parent Acquiror, the "Acquirors"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

Double Eagle Acquisition Corp. – Amended Equity Commitment Letter TDR Capital II Holdings L.P. (November 9th, 2017)

Reference is made to that certain Stock Purchase Agreement, dated as of August 21, 2017, among Algeco Scotsman Global S.a r.l. ("Algeco Global"), Algeco Scotsman Holdings Kft. ("Algeco Holdings" and, collectively with Algeco Global, the "Sellers"), Double Eagle Acquisition Corp. (the "Parent Acquiror") and Williams Scotsman Holdco Corp. (the "Holdco Acquiror" and together with the Parent Acquiror, the "Acquirors"), as amended by that certain Amendment to Stock Purchase Agreement dated as of September 6, 2017 and that certain Second Amendment to Stock Purchase Agreement dated as of the date hereof (as the same may be further amended, modified or otherwise supplemented from time to time, the "Purchase Agreement").

Delta Petroleum Corporation – Re: Equity Commitment Letter - Project Elway (March 3rd, 2016)

This Equity Commitment Letter will confirm the terms upon which Par Pacific Holdings, Inc. or one or more of its direct or indirect subsidiaries ("Par") is willing to purchase or cause to be purchased, directly or indirectly, certain membership interests of Piceance in connection with closing of the transactions that are the subject of the Agreement.

EQUITY COMMITMENT LETTER May 23, 2013 (September 12th, 2013)
Equity Commitment Letter Berkshire Hathaway Inc. 3555 Farnam Street Omaha, NE 68131 February 13, 2013 (February 14th, 2013)
FirstCity Financial Corporation – Re: Hotspurs Equity Commitment Letter (December 26th, 2012)

Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the Merger Agreement), among FirstCity Financial Corporation, a Delaware corporation (the Company), Hotspurs Holdings LLC, a Delaware corporation (Parent), and Hotspurs Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), pursuant to which Parent will acquire the Company by causing Merger Subsidiary to merge with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement today by Parent, Merger Subsidiary and the Company, to induce the Company to enter into the Merger Agreement.

FirstCity Financial Corporation – Re: Hotspurs Equity Commitment Letter (December 26th, 2012)

Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the Merger Agreement), among FirstCity Financial Corporation, a Delaware corporation (the Company), Hotspurs Holdings LLC, a Delaware corporation (Parent), and Hotspurs Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Subsidiary), pursuant to which Parent will acquire the Company by causing Merger Subsidiary to merge with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement today by Parent, Merger Subsidiary and the Company, to induce the Company to enter into the Merger Agreement.

China Fire & Securty Grp Inc – EQUITY COMMITMENT LETTER Bain Capital Asia Fund, L.P. Bain Capital Fund X, L.P. (May 23rd, 2011)

This letter agreement sets forth the commitments of Bain Capital Asia Fund, L.P. and Bain Capital Fund X, L.P. (together, "Sponsors"), subject to the terms and conditions contained herein, to purchase certain equity interests of Amber Parent Limited, a newly formed Cayman exempted limited company ("Parent"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among China Fire & Security Group, Inc., a Florida corporation (the "Company"), Parent and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

China Fire & Securty Grp Inc – EQUITY COMMITMENT LETTER Bain Capital Asia Fund, L.P. Bain Capital Fund X, L.P. (May 23rd, 2011)

This letter agreement sets forth the commitments of Bain Capital Asia Fund, L.P. and Bain Capital Fund X, L.P. (together, "Sponsors"), subject to the terms and conditions contained herein, to purchase certain equity interests of Amber Parent Limited, a newly formed Cayman exempted limited company ("Parent"). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement") to be entered into among China Fire & Security Group, Inc., a Florida corporation (the "Company"), Parent and Amber Mergerco, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

EQUITY COMMITMENT LETTER April 4, 2011 (April 6th, 2011)
EQUITY COMMITMENT LETTER April 4, 2011 (April 6th, 2011)
EQUITY COMMITMENT LETTER January 10, 2011 (January 12th, 2011)
EQUITY COMMITMENT LETTER January 10, 2011 (January 12th, 2011)
Share Subscription Agreement (December 28th, 2010)

A. The Companies have agreed to issue and the Subscribers have agreed to subscribe for the New Shares on the terms and conditions of this agreement. B. CBI has agreed to guarantee the obligations of the Companies under this agreement on the terms and conditions of this agreement.

FORM OF EQUITY COMMITMENT LETTER [Date] (March 4th, 2010)

This is to advise you that, upon the terms and subject to the conditions set forth below, Buyer hereby commits to purchase or cause to be purchased equity securities of Parent on or prior to the consummation of the Offer (the "Equity Commitment") for $[---------------] in cash (the "Purchase Price"). Buyer may allocate a portion of its investment to co-investors, including its affiliates and partners, provided that such allocation shall not relieve Buyer of its obligations hereunder. The key terms of the equity securities to be purchased pursuant to the Equity Commitment are set forth on Exhibit A hereto.

Helios & Matheson North America Inc. – AMENDED AND RESTATED EQUITY COMMITMENT LETTER September 17, 2009 (November 12th, 2009)

This letter agreement amends and restates in its entirely the Equity Commitment Letter of Helios & Matheson Information Technology, Ltd., dated September 1, 2009, to Helios & Matheson North America Inc., as follows:

Helios & Matheson North America Inc. – EQUITY COMMITMENT LETTER September 1, 2009 (November 12th, 2009)

This letter agreement sets forth the commitment of Helios & Matheson Information Technology, Ltd. and/or its affiliates (the Purchaser), subject to the terms and conditions contained herein, to purchase shares of the common stock, $0.01 par value (the Common Stock) of Helios & Matheson North America Inc., a New York corporation (the Company).

EQUITY COMMITMENT LETTER July 22, 2009 (July 23rd, 2009)

This letter agreement sets forth the commitment of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (collectively, Sponsor), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of BEN Holdings, Inc., a newly-formed Delaware corporation (Parent). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement) by and among Parent, Merger Sub, and Bankrate, Inc., a Florida corporation (the Company), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the Offer) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Pa

Intelligent-Life – EQUITY COMMITMENT LETTER July 22, 2009 (July 23rd, 2009)

This letter agreement sets forth the commitment of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (collectively, Sponsor), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of BEN Holdings, Inc., a newly-formed Delaware corporation (Parent) and/or a wholly-owned Subsidiary of Parent. It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement) by and among Parent, Merger Sub, and Ban krate, Inc. (the Company), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the Offer) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-o

EQUITY COMMITMENT LETTER July 22, 2009 (July 22nd, 2009)

This letter agreement sets forth the commitment of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (collectively, Sponsor), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of BEN Holdings, Inc., a newly-formed Delaware corporation (Parent). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement) by and among Parent, Merger Sub, and Bankrate, Inc., a Florida corporation (the Company), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the Offer) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Pa

EQUITY COMMITMENT LETTER July 22, 2009 (July 22nd, 2009)

This letter agreement sets forth the commitment of Apax Europe VII-A, L.P., Apax Europe VII-B, L.P., Apax Europe VII-1, L.P., and Apax US VII, L.P. (collectively, Sponsor), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of BEN Holdings, Inc., a newly-formed Delaware corporation (Parent) and/or a wholly-owned Subsidiary of Parent. It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement) by and among Parent, Merger Sub, and Ban krate, Inc. (the Company), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the Offer) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-o

Enstar Group Limited – Third Party Equity Commitment Letter (April 19th, 2007)

The undersigned investor (the Investor) understands that J.C. Flowers II L.P. (Flowers) is planning to form or cause to be formed one or more co-investment vehicles (Co-Investment Vehicles) to participate alongside Flowers and certain other investors in an acquisition of a company code named Mustang that Flowers has discussed with Investor (the Company). Investor further understands that a Flowers designee will be the general partner and managing member of each Co-Investment Vehicle and will have full control over any voting rights in the entity that makes the acquisition.

OCM HoldCo, LLC – EQUITY COMMITMENT LETTER AGREEMENT July 26, 2006 (July 26th, 2006)