EX-16.(B)(V) 2 ny20030653x10_ex16bv.htm EXHIBIT 16(B)(V)

Exhibit 16(b)(v)

Execution Version

BLACKSTONE
ALTERNATIVE CREDIT

ADVISORS LP

BLACKSTONE HOLDINGS

FINANCE CO. L.L.C.

345 Park Avenue

New York, New York 10154

BLUE OWL CREDIT

ADVISORS LLC

BLUE OWL CAPITAL

CORPORATION

399 Park Avenue, 37th Floor

New York, New York 10022

ARES CAPITAL

MANAGEMENT LLC

245 Park Avenue

New York, NY 10029

CPPIB CREDIT

INVESTMENTS III INC.

CPPIB CREDIT REVOLVER

CANADA INC.

One Queen Street East, Suite

2500

Toronto, Ontario, M5C 2W5,

Canada

PSP INVESTMENTS

CREDIT USA LLC
450 Lexington Avenue, Suite

3750

New York, NY 10017

DOGWOOD CREDIT, LP
18575 Jamboree Road, 7th Floor
Irvine, CA 92612

CONFIDENTIAL

June 3, 2024

Spaceship Purchaser, Inc.

c/o Permira Advisers LLC

3000 Sand Hill Road

Building 1, Suite 170

Menlo Park, CA 94025

Attention: Molly Breen Dirscherl

Project Pacific
Amended and Restated Commitment Letter

To the addressee set forth above:

Spaceship Purchaser, Inc., a Delaware corporation (the “Borrower” or “you”), formed at the direction of certain funds advised by the Sponsor (as defined in the Transaction Description), has advised (a) Blackstone Alternative Credit Advisors LP (on behalf of its funds, accounts, and clients managed, advised or sub-advised by it or its affiliates, “Blackstone Credit”) and Blackstone Holdings Finance Co. L.L.C. (“Blackstone Finance”, and together with Blackstone Credit, “Blackstone”), (b) Blue Owl Credit Advisors LLC (together with its affiliated advisors and their managed funds and accounts, “BCA”), (c) Ares Capital Management LLC (collectively with its affiliates and funds, accounts, and clients managed, advised or sub-advised by any of them, “Ares”), (d) CPPIB Credit Investments III Inc. (“CPPIB Credit”) and CPPIB Credit Revolver Canada Inc. (“CPPIB Canada”, and together with CPPIB Credit, “CPPIB”), (e) PSP Investments Credit USA LLC (“PSP”) and (f) Dogwood Credit, LP (“Dogwood” and together with Blackstone, BCA, Ares, CPPIB, and PSP, the “Commitment Parties,” “we”, or “us”) that (i) Spaceship Intermediate 2, Inc., a Delaware corporation (“Holdings”), intends, directly or indirectly, to acquire (the “Acquisition”), pursuant to a merger of Spaceship Group MergerCo, Inc., a Delaware corporation (“Merger Sub”), with and into Squarespace, Inc., a Delaware corporation (“Pacific” and together with its subsidiaries, the “Target”), with Pacific as the surviving entity, pursuant to that certain Agreement and Plan of Merger, dated as of the Original Signing Date (as defined below), by and among you, Merger Sub, and Pacific (together with all annexes, exhibits and schedules attached thereto, the “Transaction Agreement”) and (ii) following the Acquisition, Holdings will own, directly or indirectly, all of the outstanding equity interests of the Target. You have further advised us that, in connection with the foregoing, you intend to consummate the other Transactions described 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 Principal Terms and Conditions for the Facilities (as defined below) attached hereto as Exhibit B (the “Term Sheet”) and the Summary of Conditions attached hereto as Exhibit C (the “Conditions Annex”); this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Conditions Annex, collectively, the “Commitment Letter”. All references to “dollars” or “$” in this Commitment Letter and the Fee Letter (as defined below) are references to U.S. dollars.

You have further advised us that, in connection therewith, it is intended that the financing for (i) the Transactions and (ii) working capital, capital expenditures and other general corporate purposes of the Borrower and its subsidiaries will include the first lien senior secured credit facilities described in the Term Sheet, comprised of a first lien senior secured term loan facility in an aggregate principal amount of $2,100.0 million (the “Term Facility”), a first lien senior secured delayed draw term loan facility in an aggregate principal amount of $300.0 million (the “DDTL Facility”), and a first lien senior secured cash flow revolving credit facility in an aggregate principal amount of $250.0 million (the “Revolving Facility” and, together with the Term Facility and the DDTL Facility, the “Facilities”).

This Commitment Letter hereby amends and restates in its entirety that certain Commitment Letter (the “Original Commitment Letter”), dated as of May 13, 2024 (the “Original Signing Date”), by and among Blackstone, BCA, Ares, Blue Owl Capital Corporation and you, and such Original Commitment Letter shall be of no further force or effect.

1. In connection with the foregoing, each of Blackstone Credit, Blackstone Finance, BCA, Ares, CPPIB, PSP and Dogwood hereby commits to provide the aggregate amount of each of the Facilities set forth opposite its name on Schedule I hereto (in such capacity, the “Initial Lenders”), in each case subject only to the satisfaction or waiver of the conditions set forth in paragraph 11 hereof and in the Conditions Annex. Blackstone’s commitments may be funded through one or more of its funds and/or accounts, with each such fund and/or account funding its respective commitment severally, but Blackstone shall not be relieved of its obligations under this Commitment Letter, including, without limitation, as set forth below in paragraph 17. The commitments of the Initial Lenders (including, for avoidance of doubt, the respective commitments of Blackstone Credit and Blackstone Finance) with respect to each of the Facilities shall be on a several, and not joint and several, basis.

2. It is agreed that Blackstone Credit, BCA, Ares, CPPIB Credit and Dogwood will act as joint lead arrangers for the Facilities (in such capacity, the “Lead Arrangers”) and Blackstone Credit will have “left” placement in any marketing materials or other documentation used in connection with the Facilities. It is agreed that Blue Owl Capital Corporation will act as administrative agent and collateral agent for the Facilities (the “Administrative Agent”). No other agents, co-agents, arrangers or bookrunners will be appointed, and no other titles will be awarded with respect to the Facilities, unless you and the Commitment Parties so agree.

3. You agree that you will promptly provide us with any financial statements regarding the Target to the extent such financial statements are received by the Sponsor at any time prior to the Closing Date; provided, that your compliance with this paragraph 3 shall not constitute a condition to our commitments hereunder or the funding of the Facilities on the Closing Date.

4. In addition, notwithstanding anything to the contrary contained herein, on or after the Original Signing Date and prior to the date that is two weeks prior to the Closing Date, you may arrange to have one or more banks, financial institutions, or other institutional lenders or investors (excluding, for the avoidance of doubt, any Commitment Party without such Commitment Party’s consent) (such banks, financial institutions, or other institutional lenders or investors, the “Replacement Lenders”; provided that such Replacement Lenders shall be reasonably satisfactory to the Commitment Parties) commit to provide a super priority revolving credit facility (a “Replacement Revolving Facility”) in lieu of all (but not less than all) of the initial Revolving Facility (notwithstanding a willingness on the part of the initial Revolving Lenders to provide the initial Revolving Facility or such Replacement Revolving Facility); provided, that the aggregate principal amount of the Replacement Revolving Facility cannot exceed $250.0 million; provided, further, that any Replacement Revolving Facility, shall (i) be secured by a lien on the Collateral (as defined in the Term Sheet) that ranks equal in priority to the liens on the Collateral securing the other Facilities, but senior in right of payment to the other Facilities with respect to payments made after an event of default pursuant to the “default waterfall” of the Facilities Documentation (as defined in the Term Sheet); (ii) not be guaranteed by any person other than a Guarantor (as defined in the Term Sheet) or secured by a lien on any assets other than the Collateral; and (iii) be documented as a facility under the Facilities Documentation and shall have the same terms (other than with respect to payment priority) as the initial Revolving Facility or such terms as are otherwise reasonably satisfactory to the Borrower, such Replacement Lenders and the Commitment Parties.

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5. You shall promptly, and in any event not more than two (2) business days following the entry into such commitments for a Replacement Revolving Facility, notify each Commitment Party upon entering into commitments with respect to any Replacement Revolving Facility (the “Commitment Replacement Notice”). Upon providing the Commitment Replacement Notice to the Commitment Parties, (x) you shall have no further obligations hereunder or under the Fee Letter with respect to the initial Revolving Facility and (y) each initial Revolving Lender’s commitments and each of the Commitment Parties’ agreements with respect to the initial Revolving Facility shall immediately and automatically terminate at such time.

6. [Reserved].

7. [Reserved].

8. You hereby represent and warrant that (the accuracy of which shall not be a condition to the commitments hereunder or the funding of the Facilities on the date of the initial funding under the Facilities (the “Closing Date”)) (and with respect to the Target, to your knowledge), (a) all written information and written data, other than (i) projections relating to the Target (including financial estimates, forecasts and other forward-looking information (the “Projections”)), (ii) information of a general economic or general industry nature, and (iii) all third party memoranda or reports furnished to us (but not the information used to prepare such memoranda or reports to the extent made available by you in writing to the Commitment Parties) (the “Information”) that has been or will be made available to the Lead Arrangers by or on behalf of you, the Target, Holdings, the Sponsor or any of your or their representatives, taken as a whole, 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 (after giving effect to all supplements and updates thereto) and (b) the Projections that have been or will be made available to the Lead Arrangers by or on behalf of you, the Target, Holdings, the Sponsor or any of your or their representatives, when taken as a whole, 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 such Projections are provided to the Lead Arrangers; it being understood that (i) the Projections are predictions as to future events and are not to be viewed as facts, (ii) the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, (iii) no assurance can be given that any particular financial projections will be realized, (iv) actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and (v) such differences may be material. You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect, when taken in the aggregate, if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (or, prior to the Closing Date, with respect to any Information and Projections relating to the Target or its operations or assets, use your commercially reasonable efforts to cause the Target to) promptly supplement the Information and the Projections so that (with respect to Information relating to the Target or its operations or assets, to your knowledge), such representations will be correct in all material respects, when taken in the aggregate, under those circumstances on such date. The Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof and the Lead Arrangers do not assume responsibility for the accuracy or completeness of the Information or the Projections.

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9. [Reserved].

10. As consideration for the commitments of the Commitment Parties hereunder, you agree to pay (or cause to be paid) the fees set forth in (a) the Term Sheet, (b) the Amended and Restated Arrangement Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Arrangement Fee Letter”), which amends and restates that certain Arrangement Fee Letter dated as of the Original Signing Date (the “Original Arrangement Fee Letter”), and (c) the Amended and Restated Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (collectively with the Arrangement Fee Letter, the “Fee Letter”), which amends and restates that certain Fee Letter dated as of the Original Signing Date (collectively with the Original Arrangement Fee Letter, the “Original Fee Letter”), on the terms and subject to the conditions set forth therein, if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

11. The commitments of the Commitment Parties hereunder are subject only to the conditions set forth in the Conditions Annex (the “Closing Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation) other than the Closing Conditions that are expressly stated to be conditions to the initial funding under the Facilities on the Closing Date (and, upon satisfaction or waiver of such conditions, the initial funding under the Facilities shall occur).

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12. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) the Specified Representations (as defined below) and (B) the representations and warranties relating to the Target made by or on behalf of the Target in the Transaction Agreement as are material to the interests of the Lenders (as defined in the Term Sheet) in their capacities as such, but only to the extent that you (or any of your affiliates) have the right (taking into account any applicable cure provisions and without liability to you or your affiliates) to terminate your (or any of your affiliates’) obligations, or decline to consummate the Acquisition under the Transaction Agreement as a result of a breach of such representations and warranties (the “Target Representations”), (ii) subject to this paragraph 12, the terms of the Facilities Documentation and the Closing Deliverables (as defined in Exhibit C) shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in paragraph 11 hereof are satisfied (or waived by the Commitment Parties), and (iii) to the extent any lien search, insurance certificate, endorsement or Collateral or any security interest therein (other than the pledge and perfection of security interests in the pledged certificated stock of the Borrower and each material subsidiary directly owned by Holdings or any other Guarantor (to the extent (A) required pursuant to paragraph 9 of Exhibit C, (B) in the case of the Borrower, possession of such certificates perfects a security interest therein and (C) in the case of the Target, will only be required to be delivered on the Closing Date to the extent received by you prior to the Closing Date after your use of commercially reasonable efforts to do so) and other assets in which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code to the extent required pursuant to paragraph 9 of Exhibit C) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but shall be required to be delivered and perfected after the Closing Date (and, in any event, in the case of the pledge and perfection of Collateral not otherwise required on the Closing Date, within ninety (90) days after the Closing Date plus any extensions granted by the Administrative Agent acting at the reasonable discretion of the Required Lenders) pursuant to arrangements to be mutually agreed. Those matters that are not covered by or made clear under the provisions of this Commitment Letter shall be negotiated in good faith and are subject to the reasonable approval and agreement of the Commitment Parties and you; provided, that nothing in the Facilities Documentation shall increase or expand the conditions to initial funding set forth in this paragraph, in paragraph 11 hereof or in Exhibit C hereto and, in all other respects, that such approvals and agreements shall be in a manner that is consistent with the Term Sheet and, with respect to other terms, the Documentation Principles (as defined in Exhibit B). For purposes hereof, “Specified Representations” means the representations and warranties made by the Borrower and the Guarantors in the Facilities Documentation relating to due organization, corporate existence and good standing; organizational power and authority (solely as to the execution, delivery and performance of the Facilities Documentation); the due authorization, execution, delivery and enforceability of the Facilities Documentation; no conflicts of the Facilities Documentation with charter documents; solvency of Holdings and its subsidiaries on a consolidated basis on the Closing Date (after giving effect to the Transactions) (to be determined in a manner consistent with the solvency certificate to be delivered in the form set forth in Annex I attached to Exhibit C); the creation, validity and perfection of security interests in the Collateral to be perfected on the Closing Date (subject to permitted liens (including all Permitted Liens as defined in the Transaction Agreement) and the limitations set forth in the preceding sentences); Federal Reserve margin regulations; the PATRIOT Act (as defined below); use of proceeds of the Facilities on the Closing Date not violating OFAC or FCPA and other applicable anti-corruption and sanctions laws and regulations; and the Investment Company Act. Notwithstanding anything to the contrary contained herein, if any of the Specified Representations is qualified or subject to “material adverse effect,” the definition of “Company Material Adverse Effect” in the Transaction Agreement shall apply for the purposes of any representations and warranties made, or to be made, on or as of the Closing Date. Without limiting the conditions precedent provided herein to funding the consummation of the Acquisition with the proceeds of the Facilities, the Lead Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Facilities in a manner consistent with the Transaction Agreement. This paragraph is referred to as the “Certain Funds Provision.”

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13. You agree (a) to indemnify and hold harmless us and our respective affiliates, funds and/or accounts under management by or advised by us or our affiliates and controlling persons and the respective officers, directors, partners, employees, agents, advisors, attorneys, members and representatives (and successors and permitted assigns) of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Original Commitment Letter (including the Term Sheet), the Fee Letter, the Original Fee Letter, the Transactions, the Facilities or any related transaction contemplated hereby or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto and whether or not such Proceedings are brought by or against you, your equity holders, affiliates or creditors or any other person, and to reimburse each such Indemnified Person within thirty (30) days of the written demand (together with reasonably detailed back-up documentation) for any reasonable out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons and if reasonably necessary, one firm of local counsel in each relevant jurisdiction and one firm of special counsel in each relevant specialty (excluding any costs of in-house counsel), in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of one additional firm of counsel, one additional firm of local counsel in each relevant jurisdiction and one additional firm of specialty counsel (as necessary), in each case for all such affected Indemnified Persons) and other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to (A) losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its Related Persons (as defined below) (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) arising from a material breach of the obligations of such Indemnified Person or any of its Related Persons under this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter or the Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision), (iii) arising out of, or in connection with, any Proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (other than in its capacity as a Lead Arranger, Administrative Agent or any other similar role with respect to the Facilities) or (iv) relate to any taxes other than taxes that represent losses, claims, damages, liabilities or expenses arising from any non-tax claim, or (B) any settlement entered into by such Indemnified Person without your written consent (such consent not to be unreasonably withheld or delayed), but if settled with your written consent or if there is a final judgment for the plaintiff in any such Proceeding, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this paragraph 13; and (b) to reimburse each of us on the Closing Date (to the extent an invoice is received as set forth in paragraph 6 of Exhibit C) or, if invoiced after the Closing Date, within thirty (30) days after receipt of such invoice, upon presentation of a summary statement (together with reasonably detailed back-up documentation), for all reasonable and documented out-of-pocket expenses (including, but not limited to, our expenses for due diligence investigation, travel expenses and reasonable fees, disbursements and other charges of counsel to the Administrative Agent and Commitment Parties identified in the Term Sheet and of a single local counsel to the Administrative Agent and Commitment Parties in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Commitment Parties in each relevant specialty (excluding any costs of in-house counsel)), in each case, to the extent reasonably incurred in connection with the Facilities or the preparation or negotiation of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Facilities Documentation and any security arrangements in connection therewith (collectively, the “Expenses”); provided, that you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. For purposes hereof, a “Related Person” of an Indemnified Person means such Indemnified Person (including, but not limited to, in its capacities as Administrative Agent, Lead Arranger or Initial Lender) and its affiliates and its or their respective partners, trustees, directors, officers, employees, members and controlling persons, and its and their respective agents, advisors, attorneys, and other representatives to the extent acting at the instruction of such Indemnified Person (and successors and permitted assigns of the forgoing). Notwithstanding any other provision of this Commitment Letter, without in any way qualifying your other obligations hereunder (including with respect to indemnity above) or under the Facilities Documentation, neither you nor any of your affiliates nor any Commitment Party or our respective affiliates and controlling persons and the respective officers, directors, employees, agents, members (and successors and permitted assigns) of each of the foregoing (each, a “Protected Person”) shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including the Platform), except to the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of you or your controlled affiliates or such Protected Person, as applicable (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) any indirect, special, punitive or consequential damages in connection with your or its activities related to this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the Facilities Documentation, the Transactions (including the Facilities and the use of the proceeds thereof), or with respect to any activities related to the Facilities; provided, that nothing contained in this sentence shall limit your indemnification obligations to the extent set forth herein or under the Facilities Documentation to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Protected Person is entitled to indemnification hereunder. Notwithstanding the foregoing, each Protected Person shall be obligated to refund and return any and all amounts paid by you under this paragraph to such Protected Person for any such fees, expenses or damages to the extent such Protected Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything herein to the contrary, any Protected Person shall always retain the right to participate in the defense of any Proceeding at its own expense. You shall not, without the prior written consent of any Protected Person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity could have been sought hereunder by such Protected Person unless such settlement (i) includes an unconditional release of such Protected Person from all liability or claims that are the subject matter of such proceedings, (ii) does not include any statement as to or any admission of fault, culpability, wrong doing or failure to act by or on behalf of any Protected Person, and (iii) contains customary confidentiality provisions with respect to the terms of such settlement, it being agreed that such Protected Person may reasonably withhold consent if such settlement does not comply with clauses (i) and (ii) above.

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14. You agree that you will not disclose, directly or indirectly, the Fee Letter, the Original Fee Letter or the contents thereof or this Commitment Letter or the Original Commitment Letter, the Term Sheet, the other exhibits and attachments hereto or the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without prior written approval of each Commitment Party (such approval not to be unreasonably withheld, delayed or conditioned), except (a) to you, the Investors, and your and its respective affiliates, officers, directors, employees, partners, members, stockholders, attorneys, accountants and advisors on a confidential and need to know basis, (b) if we consent in writing to such proposed disclosure, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure in violation of any confidentiality obligations owing to us (including those set forth in this paragraph), (d) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case, to the extent permitted by law, you agree to inform us promptly thereof) or (e) to any potential Replacement Lender on a confidential basis; provided, that (i) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Target and its officers, directors, equity holders, employees, attorneys, accountants and advisors, on a confidential basis, (ii) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof in any proxy or other public filing relating to the Acquisition, (iii) you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof), and the contents hereof, to potential Lenders, equity investors and their respective agents and to rating agencies in connection with the Facilities (limited, in the case of such ratings agencies, to the Term Sheet), in each case on a confidential basis, (iv) you may disclose the aggregate fees contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts to the extent customary or required in marketing materials, any proxy or other public filing or any prospectus or other offering memorandum, (v) you may disclose this Commitment Letter and the Fee Letter in connection with the enforcement of your rights hereunder and thereunder, and (vi) to the extent the fee amounts payable pursuant to the Fee Letter have been redacted in a manner reasonably acceptable to the Commitment Parties, you may disclose the Fee Letter and the contents thereof to the Target and its officers, directors, equity holders, employees, attorneys, accountants and advisors, on a confidential basis. The provisions of this paragraph (other than in respect to the Fee Letter) shall expire on the date that is the earlier of (i) two years from the Original Signing Date and (ii) the date on which the Facilities Documentation become effective.

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15. As you know, each Commitment Party other than PSP (together with its affiliates) may be a full service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, commodities trading, investment management, investment banking, financial advisory, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, each Commitment Party and its affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Target and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and financial instruments. Each Commitment Party or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Target or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof. Although the Commitment Parties and their affiliates in the course of such other activities and relationships may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, the Commitment Parties and their affiliates shall have no obligation to disclose such information, or the fact that the Commitment Parties and their affiliates are in possession of such information, to you or to use such information on your behalf. Each party hereto acknowledges and understands that PSP is not a registered broker-dealer, does not intend to engage in any activities that would require such registration or to register as a broker-dealer and is not regulated by the Financial Industry Regulatory Association (“FINRA”) or other similar laws and regulations, and each party hereto acknowledges and understands that PSP’s participation in the Facilities is solely for its own account and that PSP has made no solicitation or recommendation to purchase securities or other financial instruments.

16. The Commitment Parties and their respective affiliates are involved in a broad range of transactions and may have economic interests that conflict with those of the Target and you. You agree that each of the Commitment Parties will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter, the Original Commitment Letter, the Fee Letter or the Original Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Parties and you or the Target, your or their respective stockholders or your or their respective affiliates. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Commitment Parties, on the one hand, and you and the Target, on the other, (ii) in connection therewith and with the process leading to such transactions each of the Commitment Parties is acting solely as a principal and not as agents or fiduciaries of you, the Target, your and their management, stockholders or creditors or any other person, (iii) the Commitment Parties have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties or any of their affiliates has advised or is currently advising you or the Target on other matters) except the obligations expressly set forth in this Commitment Letter and the Fee Letter, and (iv) you have consulted your own legal, tax, accounting, regulatory and financial advisors to the extent you deemed appropriate. Furthermore, without limiting any provision set forth herein, you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Commitment Parties and their respective affiliates do not provide tax, accounting or legal advice. You acknowledge that PSP may from time to time (a) effect transactions and hold positions in loans, securities or options on loans or securities of you, the Target or your or its respective affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter or with which you, the Target or your or their respective subsidiaries may have commercial or other relationships or (b) provide debt financing or equity capital to other companies in respect of which you may have conflicting interests. You also acknowledge that neither PSP nor its affiliates have any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

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17. This Commitment Letter and the commitments hereunder (i) shall not be assignable by any party hereto (other than (1) by you to shell entities established by you in the United States of America or other jurisdictions to be mutually agreed in connection with the Transactions and controlled by the Sponsor, with all obligations and liabilities of you hereunder being assumed by such shell entity upon the effectiveness of such assignment, and upon such assignment (a) you shall have no further obligations hereunder and thereunder and (b) all references to “you” shall be to such shell entity or (2) any assignment occurring as a matter of law pursuant to, or otherwise substantially simultaneously with, the Acquisition on the Closing Date) without the prior written consent of the other parties hereto (such consent, not to be unreasonably withheld, delayed or conditioned) and any attempted assignment without such consent shall be null and void), (ii) is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), and (iii) is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons). Any and all obligations of the Commitment Parties hereunder (including, without limitation, the commitments of the Commitment Parties) may be performed and any and all rights of any of the Commitment Parties hereunder may be exercised by or through any such Commitment Party’s affiliates or branches (other than Excluded Parties (as defined below)) and each Commitment Party may assign its commitments hereunder to any of its affiliates, any entity operating in the credit-focused business of Blackstone Inc. (collectively, “Blackstone Representatives”) or any funds, accounts or other investment vehicles managed, advised or sub-advised by such Commitment Parties or their affiliates (collectively, “Managed/Advised Entities”), or any prospective lender; provided, that, subject to paragraph 2 above, any assignments to an affiliate, any Blackstone Representative or any Managed/Advised Entity will not relieve any Commitment Party from any of its obligations hereunder unless and until the foregoing shall have funded the portion of the commitment so assigned. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter may be made by facsimile transmission, email, or other electronic transmission (e.g., a “.pdf” or “.tif” and including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Paragraph headings in this Commitment Letter are included for convenience of reference only and shall not affect the interpretation of this Commitment Letter. This Commitment Letter (including the exhibits hereto) and the Fee Letter, (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and (ii) supersede all prior understandings, whether written or oral (including the Original Commitment Letter and the Original Fee Letter), among us with respect to the Facilities and set forth the entire understanding of the parties hereto with respect thereto. We may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions, in the form of a “tombstone” or otherwise describing the names of the Borrower and its subsidiaries (or any of them), and the amount, type and closing date of the Transactions, all at the expense of the Commitment Parties; provided that each Commitment Party hereby agrees not to include the name of any other Commitment Party in such advertisements or other materials without the prior consent of such other Commitment Party.

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18. Each of the parties hereto agrees that this Commitment Letter and the Fee Letter each constitutes a legal, valid and binding obligation, enforceable against such parties in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) with respect to the subject matter herein and therein (including an obligation to negotiate in good faith), it being acknowledged and agreed that the funding of the Facilities is subject only to the Closing Conditions; provided, that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate any portion of the Transactions.

19. THIS COMMITMENT LETTER AND THE FEE LETTER AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF, OR BE RELATED IN ANY WAY TO THIS COMMITMENT LETTER OR THE FEE LETTER, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY MATERIAL ADVERSE EFFECT” AND WHETHER THERE SHALL HAVE OCCURRED A “COMPANY MATERIAL ADVERSE EFFECT,” (B) WHETHER THE ACQUISITION HAS BEEN CONSUMMATED AS CONTEMPLATED BY THE TRANSACTION AGREEMENT, AND (C) WHETHER THE REPRESENTATIONS AND WARRANTIES MADE BY OR ON BEHALF OF THE TARGET IN THE TRANSACTION AGREEMENT ARE ACCURATE AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF YOU (OF YOUR AFFILIATES) HAVE THE RIGHT TO TERMINATE YOUR OBLIGATIONS UNDER THE TRANSACTION AGREEMENT (COLLECTIVELY, “THE ACQUISITION RELATED MATTERS”), SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS APPLICABLE TO THE TRANSACTION AGREEMENT (THE “ACQUISITION GOVERNING LAW”).

20. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THE ACQUISITION, THIS COMMITMENT LETTER, THE FEE LETTER OR THE PROVISION OF COMMITMENTS HEREUNDER OR THEREUNDER.

21. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the other transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Transactions or the other transactions contemplated hereby in any such New York State or Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (d) agrees that a final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction such person is or may be subject, by suit upon judgment. Each of the parties hereto agrees that service of any process, summons, notice or document by registered mail addressed to you or us, as applicable, at the address set forth above shall be effective service of process against such person for any suit, action or proceeding brought in any such court.

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22. The Commitment Parties and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the commitments which are the subject of this Commitment Letter and shall not publish, disclose or otherwise divulge such information to any person; provided, that nothing herein shall prevent the Commitment Parties or their respective affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Commitment Parties or their respective affiliates, to the extent permitted by applicable law, agree to inform you promptly thereof (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority)), (b) upon the request or demand of any regulatory (including self-regulatory) authority having jurisdiction over the Commitment Parties or their respective affiliates (in which case the Commitment Parties or their respective affiliates, to the extent permitted by applicable law, agree to inform you promptly thereof (except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority or self-regulatory authority exercising examination or regulatory authority)), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by any of the Commitment Parties or any of their affiliates or any Related Person of the foregoing in violation of any confidentiality obligations owing to you, the Sponsor, the Target, or any of your or their respective subsidiaries (including those set forth in this paragraph), (d) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ or their respective affiliates’ knowledge subject to confidentiality obligations owing to you, the Sponsor, the Target, or any of your or their respective subsidiaries, (e) to the extent that such information is independently developed by the Commitment Parties, (f) to the Commitment Parties’ respective affiliates (provided, however, that no such disclosure shall be made to any such affiliates (other than any “Over the Wall Person” (as defined below) or affiliates of Ares) that are engaged as principals primarily in private equity or venture capital (each, an “Excluded Party”); provided that notwithstanding anything to the contrary herein, neither PSP nor any fund or account operating in the credit-focused business of Blackstone Inc. shall constitute an Excluded Party) and to any Commitment Party’s or its affiliate’s respective officers, directors, controlling persons, partners, managers, equityholders, employees, legal counsel, current or prospective investors, independent auditors, investment committee members, trustees, advisors, professionals and other experts or agents (collectively, “Representatives”), in each case other than an Excluded Party, who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and who agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (provided that the Commitment Parties shall be responsible for the compliance of their respective affiliates and Representatives with the provisions of this paragraph), (g) to potential or prospective Lenders, prospective or existing limited partners, funding sources, participants or assignees and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower and its obligations under any Facility (other than to Disqualified Lenders (as defined in the Term Sheet) and Excluded Parties) (provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or derivatives counterparties or prospective derivatives counterparties shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or derivatives counterparty or prospective derivatives counterparty that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party) in accordance with customary market standards for dissemination of such type of information, in the event of any electronic access through the Platform or another website or similar electronic system or platform, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof, in each case on terms reasonably acceptable to you), (h) in consultation with you, to rating agencies in connection with the Facilities (limited, in the case of such rating agencies, to the Term Sheet, provided that no consultation or limitation to the Term Sheet shall be applicable when disclosing to rating agencies in connection with a private or shadow rating), (i) for purposes of establishing a “due diligence defense,” (j) to current and potential providers of leverage to or investors in a Commitment Party on a confidential basis, (k) to the CUSIP Service Bureau, Clearpar, Loanserv or any similar agency necessary for the issuance and monitoring of CUSIP numbers, private placement numbers or any other similar numbers with respect to the Facilities or (l) to the extent you have consented to the proposed disclosure in writing. In addition, each Commitment Party may disclose the existence of the Facilities and information about the Facilities to market data collectors, similar service providers to the lending industry and service providers to the Commitment Parties in connection with the administration and management of the Facilities. The Commitment Parties’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Facilities Documentation upon the effectiveness thereof; provided, that in any event, the provisions of this paragraph shall terminate on the second anniversary of the Original Signing Date. Neither the Commitment Parties nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Commitment Parties nor any of their affiliates will furnish any such information to other persons. You also acknowledge that none of the Commitment Parties or any of their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. In no event shall any disclosure of information referred to above be made to any Disqualified Lender or Excluded Party. For the purposes of this Commitment Letter, “Over the Wall Person” means, with respect to any person or affiliate of such person, any directors, officers and senior employees of such person or such affiliate who are required, in accordance with industry regulations, or such person’s or such affiliate’s internal policies and procedures to act in a supervisory or managerial capacity and such person’s or such affiliate’s internal legal, compliance, risk management, conflicts clearance and other support personnel and credit and investment committee members.

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23. You shall have the right to terminate this Commitment Letter and the commitments of the Commitment Parties hereunder in full but not (other than as expressly set forth in paragraphs 2 and 5 above) in part, at any time upon written notice to them from you, subject to your surviving obligations as set forth in paragraph 24 of this Commitment Letter and in the Fee Letter; provided, that the termination of any commitment or this Commitment Letter pursuant to this paragraph 23 shall not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter that occurred prior to any such termination.

24. The compensation, reimbursement, indemnification, confidentiality, absence of fiduciary duty, conflicts, waivers, governing law, waiver of jury trial and choice of law and venue provisions contained herein and the alternate transaction fee, confidentiality, provisions contained in the Fee Letter shall remain in full force and effect to the extent set forth therein regardless of whether Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Commitment Parties’ commitments hereunder; provided, that your obligations under this Commitment Letter, other than those relating to indemnification, confidentiality and obligations to supplement or update Information and Projections, shall automatically terminate and be of no further force and effect (or, if applicable, be superseded by the Facilities Documentation) on the Closing Date and you shall automatically be released from all liability hereunder in connection therewith at such time.

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25. We hereby notify you that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (the “PATRIOT Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each Commitment Party and each other Lender is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and each Guarantor that will allow such Commitment Party or such Lender to identify the Borrower and each Guarantor in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective as to each Commitment Party and each Lender.

26. This Commitment Letter and the Fee Letter are effective as of the date hereof. This Commitment Letter and the commitments and undertakings of the Commitment Parties hereunder shall automatically terminate upon, the first to occur of (i) the date that is five (5) business days after the Termination Date (as defined in the Transaction Agreement on the Original Signing Date, including, for the avoidance of doubt, the automatic extension (if any) of the Termination Date described therein, but in any event to be no later than 365 days from the Original Signing Date), (ii) the date that is five (5) business days after the termination of the Transaction Agreement prior to the closing of the Acquisition and (iii) the Closing Date, unless we shall, in our sole discretion, agree in writing (including by email) to an extension; provided, that the termination of any commitment or this Commitment Letter pursuant to this paragraph 26 shall not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter that occurred prior to any such termination.

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

	Very truly yours,

	BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP

	By:	/s/ Marisa J. Beeney
	Name:	Marisa J. Beeney
	Title:	Authorized Signatory

	BLACKSTONE HOLDINGS FINANCE CO. L.L.C.

	By:	/s/ Eric Liaw
	Name:	Eric Liaw
	Title:	Senior Managing Director and Treasurer