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Document Preview Commitment Letter |
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Title: |
Commitment Letter |
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Entities: |
Kbii Holdings Inc; National City Bank; International Swaps & Derivatives Association, Inc. |
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Date: |
2000 |
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Size: |
Preview shows 4KB of 49KB total |
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Price: |
$37 |
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ID: |
#1922877 |
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Commitment Letter
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August 10, 2000
Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Attention: Christopher Lacovara
Christopher Anderson
Gentlemen:
You have advised National City Bank ("National City") that a holding
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company formed by Kohlberg & Company, LLC, on behalf of its investment fund
Kohlberg Investors III, L.P., ("Kohlberg") intends to form KBII Acquisition
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Company, Inc. ("KBII" or the "Borrower") to acquire (the "Acquisition") BI
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Incorporated (following the merger of KBII into BI Incorporated, the "Company")
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for $78,900,000 plus reasonable fees and expenses. In that connection, you have
requested that National City agree to structure, arrange and syndicate senior
credit facilities in an aggregate amount of up to $47,500,000 (the "Credit
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Facilities") as described in the attached Summary of Terms and Conditions (the
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"Term Sheet") and that National City commit to provide the entire principal
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amount of the Credit Facilities and to serve as lead arranger (the "Arranger")
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for the Credit Facilities. References herein to the "Transaction" shall include
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the financings described herein, the Acquisition and all other transactions
related to the foregoing. The sources and uses required to consummate the
Transaction are set forth in the sources and uses table attached hereto as
Schedule I.
Furthermore, National City is pleased to advise you of its commitment (the
"Commitment") to provide the entire amount of the Credit Facilities upon the
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terms and subject to the conditions set forth or referred to in this commitment
letter (the "Commitment Letter") and in the fee letter (the "Fee Letter") and
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the Term Sheet attached hereto.
It is agreed that National City will act as the exclusive agent, and that
National City will act as the exclusive advisor, lead arranger and book manager,
for the Credit Facilities, and will, in such capacity, perform the duties and
exercise the authority customarily performed and exercised by it in such roles.
You agree that no other agents, co-agents or arrangers will be appointed, no
other titles will be awarded and no compensation (other than that expressly
contemplated by the Term Sheet and the Fee Letter referred to below) will be
paid in connection with the Credit Facilities unless you and we shall so agree.
We intend to syndicate the Credit Facilities to a group of financial
institutions (together with National City, the "Lenders") identified by us in
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consultation with you. National City intends to commence syndication efforts
promptly, and you agree to actively assist National City in completing
1
{PAGE}
a syndication satisfactory to us. Such assistance shall include (a) your using
commercially reasonable efforts to ensure that the syndication efforts benefit
materially from your existing lending relationships, (b) direct contact between
senior management and advisors of the Borrower, the proposed Lenders, and any
ratings agency as required by the Agent (c) assistance in the preparation of a
Confidential Information Memorandum and other marketing materials to be used in
connection with the syndication and (d) the hosting, with National City of one
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