Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Commitment Letter

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Commitment Letter

Entities:

Metavante Holding Co

Date:

2007

Size:

Preview shows 22KB of 63KB total

Price:

$45

ID:

#2905878

 

 

► Miscellany ► Letters ► Commitment Letters

 

 

Start of Preview


 

J.P. MORGAN SECURITIES INC.

JPMORGAN CHASE BANK, N.A.

270 Park Avenue

New York, NY 10017

  

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, NY 10036

LEHMAN BROTHERS INC.

LEHMAN BROTHERS COMMERCIAL BANK

LEHMAN COMMERCIAL PAPER INC.

745 Seventh Avenue

New York, New York 10019

  

BAIRD FINANCIAL CORPORATION

777 East Wisconsin Avenue

Milwaukee, WI 53202-5391

May 10, 2007

METAVANTE CORPORATION

$1,750,000,000 Term Facility

$250,000,000 Revolving Facility

Commitment Letter

Metavante Corporation

4900 West Brown Deer Road

Milwaukee, WI 53223

 

Attention: Don Layden Jr., Senior Executive Vice

President of Corporate Development

Ladies and Gentlemen:

You have advised JPMorgan Chase Bank, N.A. (?JPMCB?), Morgan Stanley Senior Funding, Inc. (?MSSF?), Lehman Brothers Commercial Bank (?LBCB?), Lehman Commercial Paper Inc. (?LCPI?; LCPI and/or LBCB or an affiliate of either thereof, collectively the ?Lehman Lenders?), Lehman Brothers Inc. (?LBI? and, together with the Lehman Lenders, ?Lehman?) and Baird Financial Corporation (?Baird? and, together with JPMCB, MSSF and the Lehman Lenders, the ?Initial Lenders?), that you intend to consummate the transactions described in Exhibit A hereto (the ?Transactions?).

You have further advised us that, in connection therewith, Metavante Corporation (the ?Borrower?) will obtain credit facilities comprised of a (i) term loan facility in an aggregate principal amount of up to $1,750,000,000 (the ?Term Facility?) and (ii) a revolving facility in an aggregate principal amount up to $250,000,000 (the ?Revolving Facility?), described in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the ?Credit Facilities Term Sheet?). The Term Facility and the Revolving Facility are together referred to herein as the ?Credit Facilities.? Each capitalized term used but not defined herein has the meaning assigned to such term in the Credit Facilities Term Sheet.


For purposes of this commitment letter (the ?Commitment Letter?), ?JPMCB? shall mean JPMorgan Chase Bank, N.A. and/or any of its affiliates as JPMCB shall determine to be appropriate to provide the services contemplated herein, ?MSSF? shall mean Morgan Stanley Senior Funding, Inc. and/or any of its affiliates as MSSF shall determine to provide the services contemplated herein, and ?Baird? shall mean Baird Financial Corporation and/or any of its affiliates as Baird shall determine to provide the services contemplated herein.

 

1. Commitments.

In connection with the foregoing, each of JPMCB, MSSF, the Lehman Lenders and Baird is pleased to advise you of its several commitment to provide 35%, 35%, 20% and 10%, respectively, of each of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this Commitment Letter.

 

2. Titles and Roles.

It is agreed that only J.P. Morgan Securities Inc. (?JPMSI?, and together with JPMCB, ?JPMorgan?) and MSSF will act as joint lead arrangers (the ?Arrangers?) and joint bookrunners, with JPMSI having the ?left? placement in any marketing or syndication materials or other informational documentation used in connection with the Credit Facilities. Each of LCPI and Baird will act as co-documentation agents (the ?Documentation Agents?). JPMCB will act as the sole administrative agent and MSSF will act as sole syndication agent for each of the Credit Facilities, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. Subject to the foregoing, the Arrangers and Documentation Agents, in such capacity, will perform the duties and exercise the authority customarily performed and exercised by them in such roles. You agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Credit Facilities unless you and the Arrangers shall so agree.

 

3. Syndication.

The Initial Lenders reserve the right, prior to or after the execution of definitive documentation for the Credit Facilities, to syndicate all or a portion of their respective commitments with respect to each of the Credit Facilities to a group of banks, financial institutions and other institutional lenders (together with the Initial Lenders, the ?Lenders?) identified by the Arrangers and reasonably acceptable to you (such approval not to be unreasonably delayed). The Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter, and you agree actively to assist the Arrangers completing a satisfactory syndication; provided that, notwithstanding the Initial Lenders? right to syndicate each of the Credit Facilities and receive commitments in respect thereof, no such assignment shall become effective with respect to all or any portion of its commitments hereunder prior to the Closing Date. Without limiting your obligations to assist with syndication efforts as set forth below, the Initial Lenders agree that completion of such syndication is not a condition to their respective commitments hereunder. Such assistance shall include (a) your using commercially reasonable efforts to ensure that syndication efforts benefit from the existing lending and investment banking relationships of the Borrower and the Sponsor, (b) direct contact between the senior management, representatives and advisors of the Sponsor and the Borrower and the proposed Lenders, (c) assistance by the Borrower in the preparation of a Confidential Information Memorandum for the Credit Facilities and other customary marketing materials to be used in connection with the syndication and shared with potential Lenders and (d) the hosting, with the Arrangers, of one or more meetings of prospective Lenders.

You will assist the Arrangers in preparing Information Materials, including a Confidential Information Memorandum, for distribution to prospective Lenders. If requested, you also will assist the

 

2


Arrangers in preparing an additional version of the Information Materials (the ?Public-Side Version?) to be used by prospective Lenders? public-side employees and representatives (?Public-Siders?) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its affiliates and any of its securities (?MNPI?) and who may be engaged in investment and other market related activities with respect to any such entity?s securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to the Arrangers (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender?s employees willing to receive MNPI (?Private-Siders?) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein. You also acknowledge that JPMorgan and MSSF Public-Siders consisting of publishing debt analysts may participate in any meetings or telephone conference calls held pursuant to clause (d) of the immediately previous paragraph; provided that such analysts shall not publish any information obtained from such meetings or calls (i) until the syndication of the Credit Facilities has been completed upon the making of allocations by the Arrangers freeing the Credit Facilities to trade or (ii) in violation of any confidentiality agreement between you and either JPMorgan or MSSF, as applicable.

You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Borrower advises the Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, lender allocation, if any, and funding and closing memoranda), (b) notification of changes in the terms of the Credit Facilities and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

You hereby authorize the Arrangers to distribute drafts of definitive documentation with respect to the Credit Facilities to Private-Siders and Public-Siders.

The Arrangers will, in consultation with you, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your approval right as described above (not to be unreasonably withheld or delayed)), the allocation of the commitments among the Lenders, any naming rights and the allocation and distribution of fees among the Lenders. To assist the Arrangers in their syndication efforts, you agree to prepare and provide to the Arrangers all information with respect to the Borrower and its subsidiaries and the immediate holding company of the Borrower, if any, the Transaction and the other transactions contemplated hereby, including all financial information and projections (the ?Projections?), as we may reasonably request.

 

4. Information.

You hereby represent that, to the best of your knowledge (a) all information other than the Projections (the ?Information?) that has been or will be made available to the Arrangers in connection with the transactions contemplated hereby, by or on behalf of the Borrower, or any of the Borrower?s representatives, when taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Arrangers by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Arrangers. You agree that if at any time prior to the closing of the Credit Facilities any of the representations in the preceding sentence

 

3


would be, to the best of your knowledge, incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement or use commercially reasonable efforts to cause to be supplemented the Information and the Projections so that such representations will be correct under those circumstances. In arranging and syndicating the Credit Facilities, the Arrangers will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

 

5. Fees.

As consideration for the commitments of the Initial Lenders hereunder and our agreements to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the fee letter dated the date hereof and delivered herewith with respect to the Credit Facilities (the ?Fee Letter?).

 

6. Conditions Precedent.

The commitments of the Initial Lenders hereunder and their agreements to perform the services described herein are subject to (a) since December 31, 2006 (the date of the most recent audited financial statements of the Borrower delivered to us as of the date hereof) and except as contemplated by the Transactions, there not having occurred any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on the business, operations, property or financial condition of the Borrower and its subsidiaries, taken as a whole (a ?Borrower Material Adverse Effect?); (b) until the earlier of completion of a Successful Syndication or 30 days after the closing of the Credit Facilities, there shall be no competing issues of debt securities or commercial bank or other credit facilities or securitizations of the Borrower or its subsidiaries or the immediate holding company of the Borrower, if any, being offered, placed or arranged, (c) the negotiation, execution and delivery of definitive documentation with respect to the Credit Facilities consistent with the Credit Facilities Term Sheet; (d) the Initial Lender having been afforded a reasonable period of time to syndicate the Credit Facilities, which in no event shall be less than 25 days from the date of the bank meeting launching the general syndication of the Credit Facilities, (e) on or prior to the bank meeting referred to in clause (d) the Borrower having obtained ratings for the Credit Facilities from Standard & Poor?s Ratings Group (?S&P?) and from Moody?s Investors Service, Inc. (?Moody?s?); and (f) satisfaction of the applicable conditions set forth in the Credit Facilities Term Sheet and the other exhibits hereto. Neither the commencement nor completion of our syndication efforts shall be a condition precedent to the commitments of the Initial Lenders hereunder or to the initial borrowing under the Credit Facilities.


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC