Exhibit 14
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BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 | | DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 | | PNC BANK, NATIONAL ASSOCIATION PNC CAPITAL MARKETS LLC 1900 East 9th Street Cleveland, Ohio 44114 | | KEYBANK NATIONAL ASSOCIATION KEYBANC CAPITAL MARKETS INC. 127 Public Square Cleveland, Ohio 44114 | | MACQUARIE CAPITAL (USA), INC. MIHI LLC 125 W. 55TH Street New York, New York 10019 |
CONFIDENTIAL
July 3, 2013
Century Intermediate Holding Company
1 American Road
Cleveland, Ohio 44144
Attention: Zev Weiss
Project Century
Amendment to Commitment Letter
Ladies and Gentlemen:
Reference is made to that certain Commitment Letter dated as of March 29, 2013 (the “Commitment Letter”) among you, Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS” and, together with Bank of America, “BAML”), Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “Deutsche Bank”), PNC Bank, National Association (“PNC Bank”) and PNC Capital Markets LLC (“PNC Capital” and, together with PNC Bank, “PNC”), KeyBank National Association (“KeyBank”), and Macquarie Capital (USA), Inc. (“Macquarie Capital”) and MIHI LLC (“MIHI” and together with Macquarie Capital, “Macquarie”; BAML, Deutsche Bank, PNC, KeyBank and Macquarie are hereinafter referred to as the “Commitment Parties”, “we” or “us”) regarding the arrangement, underwriting and syndication of senior secured credit facilities (the “Senior Credit Facilities”) for the purpose of financing in part the Acquisition (as defined in the Commitment Letter). Unless otherwise defined herein, capitalized terms shall have the same meanings as specified therefor in the Commitment Letter.
Each of the undersigned hereby agrees that, from and after the date hereof, the Commitment Letter shall be amended as follows:
1. The reference to “$584.5 million” in the first paragraph of the Commitment Letter is replaced with a reference to “$611.9 million”.
2. Clause (i) under the sub-heading “Revolving Credit Facilities” under the heading “Senior Credit Facilities” in Annex I to the Commitment Letter is amended and restated in its entirety to read as follows:
“(i) on the Closing Date, solely to fund (x) additional original issue discount and/or upfront fees that may be imposed pursuant to the exercise of the market flex provisions in the Fee Letter, and (y) up to $25.0 million to finance in part the Acquisition and”
3. The first sentence of clause (i) in Annex II to the Commitment Letter is amended and restated in its entirety to read as follows:
“The Acquisition shall be consummated pursuant to the Agreement and Plan of Merger provided to the Lead Arrangers by email at approximately 2:43 p.m., prevailing New York time, on March 29, 2013 (as amended pursuant to that certain Amendment No. 1 to Agreement and Plan of Merger dated as of July 3, 2013 and subject to any other modifications, consents or waivers thereto that comply with the provisions of this clause (i), and together with the exhibits and schedules thereto, the “Acquisition Agreement”) concurrently with the closing of the Senior Credit Facilities.”
This Amendment to Commitment Letter is subject to the confidentiality provisions set forth in Section 6 of the Commitment Letter. This Amendment to Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment to Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof.
This Amendment to Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature Pages Follow]
We are pleased to have the opportunity to work with you in connection with this important financing.
Very truly yours,
BANK OF AMERICA, N.A.
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By: | | /s/ Samuel Baruch |
Name: | | Samuel Baruch |
Title: | | Director |
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
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By: | | /s/ Samuel Baruch |
Name: | | Samuel Baruch |
Title: | | Director |
Signature Page to Amendment to Commitment Letter – Project Century
DEUTSCHE BANK AG NEW YORK BRANCH
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By: | | /s/ Kathryn Burch |
Name: | | Kathryn Burch |
Title: | | Associate |
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By: | | /s/ Scottye Lindsey |
Name: | | Scottye Lindsey |
Title: | | Director |
DEUTSCHE BANK SECURITIES INC.
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By: | | /s/ Chris Dorsett |
Name: | | Chris Dorsett |
Title: | | Director |
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By: | | /s/ Frank Fazio |
Name: | | Frank Fazio |
Title: | | Managing Director |
Signature Page to Amendment to Commitment Letter – Project Century
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PNC BANK, NATIONAL ASSOCIATION |
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By: | | /s/ Christian S. Brown |
Name: | | Christian S. Brown |
Title: | | Senior Vice President |
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PNC CAPITAL MARKETS LLC |
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By: | | /s/ Joshua R. Sosland |
Name: | | Joshua R. Sosland |
Title: | | Managing Director |
Signature Page to Amendment to Commitment Letter – Project Century
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KEYBANK NATIONAL ASSOCIATION |
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By: | | /s/ J. D. Fowler |
Name: | | J. D. Fowler |
Title: | | Director |
Signature Page to Amendment to Commitment Letter – Project Century
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MACQUARIE CAPITAL (USA), INC. |
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By: | | /s/ Stephen Mehos |
Name: | | Stephen Mehos |
Title: | | Senior Managing Director |
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By: | | /s/ Lisa Grushkin |
Name: | | Lisa Grushkin |
Title: | | Senior Vice President |
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MIHI LLC |
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By: | | /s/ Andrew Stock |
Name: | | Andrew Stock |
Title: | | Executive Director/Authorized Signatory |
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By: | | /s/ Stephen Mehos |
Name: | | Stephen Mehos |
Title: | | Authorized Signatory |
Signature Page to Amendment to Commitment Letter – Project Century
Accepted and agreed to as of the date first written above:
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CENTURY INTERMEDIATE HOLDING COMPANY |
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By: | | /s/ Zev Weiss |
Name: | | Zev Weiss |
Title: | | Vice President and Secretary |
Signature Page to Amendment to Commitment Letter – Project Century