Financing Matters definition

Financing Matters in Schedule A hereto with the goal of obtaining such a letter within 10 days after the date hereof and the parties will seek to enter into a definitive agreement with the goal of entering into such definitive agreement within 30 days after the date hereof. This nonbinding letter of intent is not, and your acceptance hereunder does not constitute, an agreement to consummate the MSG Sale Transaction or any agreement to enter into a formal contract with respect to such transaction. It is understood that this letter is merely a nonbinding statement of intent with respect to the MSG Sale Transaction and, while the parties agree in principle to the contents hereof and in Schedule A hereto as they relate to the MSG Sale Transaction, this nonbinding letter of intent shall not create any legal obligations between the parties hereto or their affiliates with respect to the MSG Sale Transaction. Accordingly, this letter of intent does not constitute a binding agreement nor does it constitute an agreement to enter into an agreement and the terms hereof are subject to the execution and delivery of a formal definitive agreement and receipt of all corporate approvals. Such formal definitive agreement shall be in form and content satisfactory to all parties. Nothing in this nonbinding letter of intent shall have any effect whatsoever on the rights and obligations of the parties hereto or their affiliates under any agreement between them or any of their affiliates or be given any effect in the interpretation of any such agreement. This nonbinding letter of intent shall be governed in all respects by New York law (without regard to conflicts of laws principles). Very truly yours, ITT MSG INC. by /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President ITT EDEN CORP. by /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President Accepted and agreed as of the date first written above: RAINBOW GARDEN CORP. by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice Chairman GARDEN L.P. HOLDING CORP. by /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice Chairman SCHEDULE A TERM SHEET

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Financing Matters. Rainbow Entities (as defined in the nonbinding letter of intent) will deliver to ITT MSG Inc. and ITT Eden Corp. (collectively, "ITT") within ten days after the date hereof a letter from one or more financial institutions, reasonably acceptable to ITT, committing on a firm basis to provide funds to the Rainbow Entities and/or MSG in an amount sufficient to purchase or redeem, as applicable, ITT's interest in MSG, as provided for below, on the first closing. The terms of such commitment letter, which shall be structured as a long form letter, shall be reasonably acceptable to ITT. First Closing; $500 million, payable in cash, for 77% Tag-Along: of ITT's interest in MSG (i.e., 38.5% of MSG in the aggregate), including all of ITT's interest in the stock of MSG Eden Corporation. The parties will use all reasonable efforts to cause the first closing to occur on or before June 1, 1997. If the transaction does not close by August 1, 1997, because of a failure to obtain NHL approvals, NBA approvals or HSR clearance either ITT or the Rainbow Entities will have the right to terminate the agreement (unless the relevant failure results from a breach by such party). If any of the closings are structured as a redemption, the percentages, but not the amounts paid, shall be appropriately adjusted to give effect thereto to achieve the contemplated economics. ITT will have tag-along rights in respect of its remaining interest in MSG held at any time after the first closing in any private sale transaction of any "direct or indirect interest" in MSG. (The meaning of "direct or indirect interest" or similar terms as used

Financing Matters shall have the meaning set forth in Section 7.16 hereof;

Examples of Financing Matters in a sentence

• No Lender Party shall be liable to the Guarantor or any of its Affiliates for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement.

• Insolvency Proceedings 26 5.1 Filing of Motions 26 5.2 Financing Matters 27 5.3 Relief From the Automatic Stay 28 5.4 Adequate Protection 29 5.5 Avoidance Issues 30 5.6 Asset Dispositions in an Insolvency Proceeding 31 5.7 Separate Grants of Security and Separate Classification 32 5.8 Plans of Reorganization 32 5.9 Other Matters 33 5.10 No Waiver of Rights of First Priority Secured Parties 33 5.11 Effectiveness in Insolvency Proceedings 33 SECTION 6.

• No Lender Party shall be liable to the Guarantor for any action taken or not taken by such Lender Party in connection with any of the Financing Matters; provided, that, for the avoidance of doubt, the foregoing sentence shall not, in and of itself, operate as a waiver of defenses by the Guarantor to enforcement of this Agreement.

• Anderson Re: Assignment and Financing Matters Dear Ladies and Gentlemen, INTREPID AVIATION GROUP, LLC (the “Buyer”), and AIRBUS S.A.S. (the “Seller”), have entered into an Airbus A330-200 Freighter Purchase Agreement dated as of even date herewith (the “Agreement”), which covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement.