EX-99.11

EX-99.11 15 d792766dex9911.htm EX-99.11 EX-99.11

Exhibit 99.11

EXECUTION VERSION


MORGAN STANLEY SENIOR FUNDING, INC. 1585 Broadway New York, New York 10036		CREDIT SUISSE LOAN FUNDING LLC CREDIT SUISSE AG 11 Madison Avenue New York, New York 10010

PERSONAL AND CONFIDENTIAL

December 15, 2019

Nutrition & Biosciences, Inc.

c/o DuPont

Chestnut Run Plaza Bldg. 730,974 Centre Road

Wilmington, Delaware 19805

Attention: Frank Markey

Vice President and Assistant Treasurer

International Flavors & Fragrances Inc.

521 West 57th Street

New York, NY 10019

Attention: Richard O’Leary

Chief Financial Officer

PROJECT NEPTUNE

$7.5 Billion Senior Unsecured 364-Day Bridge Facility

Commitment Letter

Ladies and Gentlemen:

Each of Nutrition & Biosciences, Inc. (the “Borrower”) and International Flavors & Fragrances Inc. (“Icon”, and together with the Borrower, each, a “Company” and collectively, the “Companies” or “you”) has informed Morgan Stanley Senior Funding, Inc. (“MSSF”), Credit Suisse Loan Funding LLC (“CSLF”) and Credit Suisse AG (“CS” and, together with CSLF and their respective affiliates, “Credit Suisse” and CS together with MSSF, the “Initial Lenders” or “us”) that the Companies and a company previously identified to us by you as the parent company of the Borrower (“Daphne”) will, concurrently with the execution hereof, enter into:

(a) a separation and distribution agreement, dated as of the date hereof (together with all schedules and exhibits thereto, and including the Separation Plan (as defined therein), the “Separation Agreement”) pursuant to which, among other things, (i) Daphne will transfer or cause to be transferred (the “Contribution”) to the Borrower, or to the applicable member of the Borrower’s group of affiliated companies, the capital stock of certain entities and certain assets, liabilities and operations of Daphne’s nutrition and bioscience businesses (together with certain assets and liabilities related to such businesses, collectively, the “Contributed Business”), (ii) the Borrower will make a special cash payment to Daphne of approximately $7.306 billion, adjusted, up or down, pursuant to the terms of the Separation Agreement as in effect on the date hereof (the “Special Cash Payment”) and (iii) immediately following the Contribution and Special Cash Payment, 100% of the outstanding shares of the Borrower’s common stock will be distributed (by way of dividend, exchange offer or a combination of both) to the stockholders of Daphne (the “Stock Distribution” and together with the Contribution, the “Separation”); and

(b) an agreement and plan of merger, dated as of the date hereof (together with all schedules and exhibits thereto, the “Acquisition Agreement”) among Daphne, the Borrower, Icon and a wholly owned subsidiary of Icon (“Merger Sub”), pursuant to which, among other things, and immediately following the Separation, (i) Merger Sub will merge with and into the Borrower, with the Borrower continuing as the surviving corporation, and as a result of such merger the Borrower will become a wholly owned subsidiary of Icon and (ii) in the merger, the shares of the Borrower’s common stock that were distributed in the Stock Distribution will be automatically converted into the right to receive a specified number of shares of the common stock of Icon (the “Acquisition”).

Upon the consummation of the Separation and the Acquisition, the Borrower will be a wholly owned subsidiary of Icon and at least 50.1% of the outstanding shares of common stock of Icon (on a fully diluted basis) will be owned by the former stockholders of the Borrower.

You have each also informed us that the Special Cash Payment and related fees and expenses are expected to be financed solely from (i) the issuance by the Borrower of senior unsecured notes pursuant to a Rule 144A offering or other private placement (the “Notes”), the borrowing of term loans under a senior unsecured term loan facility (the loans thereunder, the “Term Loans” and, together with the Notes, collectively, the “Permanent Financing”), or a combination of the foregoing, or (ii) to the extent the entire amount of the Permanent Financing is not funded on or prior to the Closing Date for any reason, the Borrower expects to borrow term loans under a senior unsecured bridge facility in an aggregate principal amount of up to $7,500,000,000 (the “Bridge Facility”) comprised of (a) a $6,250,000,000 tranche (“Tranche 1”) and (b) a $1,250,000,000 tranche (“Tranche 2” and, each of Tranche 1 and Tranche 2, a “Tranche”), in each case having the terms and subject to the conditions set forth herein and in the exhibits hereto.

The Separation, the Special Cash Payment, the Acquisition, the Permanent Financing and the Bridge Facility, and the related transactions contemplated hereby are collectively referred to as the “Transactions”. The date of the consummation of the Separation, the Special Cash Payment, the Acquisition and the satisfaction of the conditions to funding under the Bridge Facility is herein referred to as the “Closing Date”. Capitalized terms used and not defined in this letter (together with Annexes A, B and C hereto, this “Commitment Letter”) have the meanings assigned to them in Annexes A, B and C hereto as the context may require. The Initial Lenders and any other Lenders that become parties to this Commitment Letter as additional “Commitment Parties” as provided in Section 3 hereof are referred to herein, collectively, as the “Commitment Parties”, “we” or “us”.

The obligations of the Borrower and Icon hereunder shall be several and not joint.

1.	Commitments; Titles and Roles.

(a) Each of MSSF and CSLF are pleased to confirm its agreement to act, and you hereby appoint each of MSSF and CSLF to act, as joint lead arrangers and joint bookrunners in connection with the Bridge Facility (in such capacities, an “Arranger” and collectively, the “Arrangers”); (b) MSSF is pleased to confirm its agreement to act, and you hereby appoint MSSF to act, as administrative agent (the “Administrative Agent”) for the Bridge Facility; (c) CS is pleased to confirm its agreement to act, and you hereby appoint CS to act, as sole syndication agent for the Bridge Facility (in such capacity, the “Syndication Agent”); (d) MSSF is pleased to commit to provide you, severally and not jointly, (i) $3,125,000,000 of Tranche 1 of the Bridge Facility and (ii) $625,000,000 of Tranche 2 of the Bridge Facility, and CS is pleased to commit to provide you, severally and not jointly,

(iii) $3,125,000,000 of Tranche 1 of the Bridge Facility and (ii) $625,000,000 of Tranche 2 of the Bridge Facility, in each case on the terms contained in this Commitment Letter and subject solely to the conditions contained in Annex C to this Commitment Letter; provided that the amount of the Bridge Facility shall be automatically reduced as provided under “Mandatory Prepayments and Commitment Reductions” on Annex B hereto. MSSF shall have “left” and highest placement on all marketing materials prepared in connection with the Bridge Facility and Credit Suisse will appear therein immediately to the “right” of MSSF. Our fees for our commitment and for services related to the Bridge Facility are set forth in a separate fee letter (the “Fee Letter”) entered into by you, MSSF and Credit Suisse on the date hereof. It is agreed that no other agents, co-agents, arrangers, co-arrangers or bookrunners will be appointed and no other titles will be awarded in connection with the Bridge Facility, and no compensation will be paid in connection with the Bridge Facility, unless the Arrangers and you shall so agree (it being acknowledged that you and each of the Arrangers intend as of the date hereof that the appointment of titles and the allocation of compensation be within the parameters heretofore agreed by such parties (the “Syndication Plan”)).

2.	Conditions.

Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other agreement or other undertaking concerning the financing of the Transactions, the Commitment Parties’ commitments and agreements hereunder are subject solely to the satisfaction or waiver of the conditions expressly set forth in Annex C hereto, it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Bridge Facility Documentation (as defined in Annex B)) other than those that are expressly stated in Annex C hereto to be conditions to the funding under the Bridge Facility on the Closing Date (and upon satisfaction or waiver of such conditions, the initial funding under the Bridge Facility shall occur).

Notwithstanding anything in this Commitment Letter to the contrary, (a) the only representations the accuracy of which will be a condition to the availability of the Bridge Facility on the Closing Date will be (i) the representations made by or with respect to the Contributed Business in the Acquisition Agreement as are material to the interests of the Lenders and the Arrangers (in their capacities as such), but only to the extent that Icon or its affiliates have the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate Icon or its affiliates’ obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Bridge Facility Documentation and the Closing Deliverables (as defined in Annex C) will be such that they do not impair the availability of the Bridge Facility on the Closing Date if the conditions set forth in Annex C hereto are satisfied. As used herein, “Specified Representations” means the representations and warranties of the Borrower in the Bridge Facility Documentation relating to its corporate existence; corporate power and authorization of the Borrower to enter into the Bridge Facility Documentation; due execution and delivery by the Borrower of the Bridge Facility Documentation; no contravention (with respect to execution, delivery, performance and borrowing of loans under the Bridge Facility on the Closing Date by the Borrower) of the Bridge Facility Documentation with the organizational documents of the Borrower or any agreement or instrument evidencing debt for borrowed money of the Borrower in a committed or an outstanding aggregate principal amount in excess of $100,000,000 determined on a pro forma basis giving effect to the Transactions without giving effect to any “material adverse effect” qualification with respect to the no contravention representation set forth in the Bridge Facility Documentation; enforceability of the Bridge Facility Documentation against the Borrower; absence of default (limited to no payment or bankruptcy event of default with respect to the Borrower, and no intentional breach of the fundamental changes negative covenant by the Borrower (provided that it is understood that the transactions contemplated by the Separation Agreement and the Acquisition Agreement shall not constitute such a breach)); Federal Reserve margin regulations; Investment Company Act; solvency

as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex C-I); the Patriot Act, and use of proceeds of the loans of the Bridge Facility not in contravention of OFAC and other applicable sanctions laws and the Foreign Corrupt Practices Act and other applicable anticorruption laws. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

3.	Syndication.

The Arrangers intend to commence syndication efforts as soon as is practicable after the execution of this Commitment Letter by the parties hereto. In connection with the foregoing, the Arrangers will manage in consultation with Icon and the Borrower 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 and the allocations of the commitments among the syndicate of financial institutions and/or lenders participating in the Bridge Facility (collectively with the Initial Lenders, the “Lenders”) and the amount and distribution of fees among the Lenders; provided that the selection of Lenders and the allocations of the commitments among such Lenders shall be subject to each of Icon’s and the Borrower’s consent (each such consent not to be unreasonably withheld) (it being agreed that Icon and the Borrower consent, subject to the immediately following sentence, to syndication and assignment of the commitments in respect of the Bridge Facility (i) prior to the date that is 60 days after the date hereof, to lenders under Icon’s existing Credit Agreement, dated as of November 9, 2011, among Icon and certain of its subsidiaries party thereto, the lenders party thereto from time to time, and Citibank, N.A., as administrative agent, as amended and restated as of December 2, 2016 and as amended as of May 21, 2018, and as amended as of June 6, 2018 and as amended as of July 13, 2018 (the “Existing Icon Revolving Credit Agreement”) or under Icon’s existing Term Loan Credit Agreement, dated as of June 6, 2018 and as amended as of July 13, 2018, among Icon, the lenders party thereto from time to time, and MSSF, as administrative agent (the “Existing Icon Term Loan Agreement” and, together with the Existing Icon Revolving Credit Agreement, the “Existing Icon Credit Agreements”) (such lenders, the “Existing Lenders”) and certain other financial institutions as agreed to in the Syndication Plan, and (ii) thereafter, to Existing Lenders and/or other financial institutions and lenders described as the “Approved Lender List” in the Syndication Plan agreed to by Icon, the Borrower and us prior to the date hereof (such Lenders, collectively, the “Approved Lenders”) and to allocations of the commitments to such Lenders as set forth in the Syndication Plan agreed to by Icon, the Borrower and us prior to the date hereof. The commitments of the Initial Lenders hereunder with respect to the Bridge Facility shall be reduced dollar-for-dollar (and allocated between them ratably according to their relative hold level percentages set forth in the definition of “Successful Syndication” in the Fee Letter) as and when commitments for the Bridge Facility are received from additional Lenders selected in accordance with the previous sentence of this Section 3 to the extent that such Lender becomes party to (i) this Commitment Letter as an additional “Commitment Party” and extends commitments directly to the Borrower on the terms set forth herein pursuant to a customary joinder agreement (a “Joinder Agreement”), which shall not add any conditions to the availability of the Bridge Facility or change the terms of the Bridge Facility or increase compensation payable by the Borrower or Icon in connection therewith except as set forth in this Commitment Letter and the Fee Letter and which shall otherwise be reasonably satisfactory to the Borrower and us, or (ii) the applicable Bridge Facility Documentation. No Disqualified Institution (as defined below) will be permitted to become a Lender without each of Icon’s and the Borrower’s consent.

For purposes hereof, “Disqualified Institutions” means, collectively, those persons that are (i) competitors of either Company, identified in writing by Icon or the Borrower to the Arrangers from time to time (it being understood that, notwithstanding anything herein to the contrary, in no event shall a designation apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest under the Bridge Facility that is otherwise permitted, but upon the effectiveness of such designation, any such party may not acquire any additional commitments, loans or

participations), (ii) such other persons identified in writing by Icon or the Borrower to the Arrangers prior to the date hereof and (iii) affiliates of the persons identified pursuant to clauses (i) or (ii) that are either clearly identifiable by name or identified in writing by Icon and/or the Borrower to the Arrangers.

To facilitate an orderly and successful syndication of the Bridge Facility, each Company agrees that, until the earlier of (a) the achievement of a Successful Syndication (as defined in the Fee Letter) and (b) 45 days following the Closing Date (such earlier date, the “Syndication Date”), neither Company will syndicate or issue, attempt to syndicate or issue or announce the syndication or issuance of any competing debt facility or any debt security of such Company or any of its subsidiaries that would reasonably be expected to materially impair the primary syndication of the Bridge Facility, in each case without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned), other than (i) the Bridge Facility, (ii) all or any portion of the Permanent Financing, (iii) Excluded Debt (other than any amendment or replacement of either Existing Icon Credit Agreement), (iv) any refinancing of Icon’s $300,000,000 Senior Notes due 2020, (v) bilateral facilities in an aggregate principal or committed amount not to exceed $100,000,000, (vi) any Qualifying Bank Financing consented to or arranged by the Arrangers, (vii) any amendment or replacement of either Existing Icon Credit Agreement consented to or arranged by the Arrangers and (viii) indebtedness permitted to be incurred by the Borrower under the Acquisition Agreement as of the date hereof.

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitment hereunder is not conditioned upon the syndication of, or receipt of commitments in respect of, the Bridge Facility and in no event shall the commencement or successful completion of syndication of the Bridge Facility constitute a condition to the availability of the Bridge Facility on the Closing Date or reduce the amount of the Commitment Parties’ commitments hereunder with respect to the Bridge Facility. The Arrangers intend to commence syndication efforts promptly upon the execution of the Acquisition Agreement and public announcement of the Transactions. Until the Syndication Date, you agree to actively assist the Arrangers in achieving a syndication satisfactory to you and us. Such assistance shall include (a) your use of commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from your and your respective subsidiaries’ existing lending relationships, (b) each Company’s use of commercially reasonable efforts to assist in the preparation of one or more information packages for the Bridge Facility in form and substance customary for transactions of this type regarding the business, operations, financial projections and prospects of Icon and the Borrower (after giving effect to the Transactions) (collectively, the “Confidential Information Memorandum”) including, without limitation, all information relating to the transactions contemplated hereunder prepared by or on behalf of the Borrower or the Contributed Business deemed reasonably necessary by the Arrangers to complete the syndication of the Bridge Facility (other than the portions thereof customarily provided by financing arrangers), (c) your using commercially reasonable efforts to obtain, as promptly as practical prior to the launch of the syndication of the Bridge Facility, a Public Debt Rating (but not a particular rating) from each of Moody’s Investor Services, Inc. (“Moody’s”) and S&P Global Ratings (“S&P”), in each case giving effect to the Transactions, (d) your using commercially reasonable efforts to execute and deliver one or more Joinder Agreements delivered to you in respect of prospective Lenders which are selected in accordance with the provisions of this Section 3, as soon as reasonably practicable following commencement of syndication of the Bridge Facility, (e) the presentation of one or more customary information packages for the Bridge Facility in format and content reasonably acceptable to the Arrangers (collectively, the “Lender Presentation”) in meetings and other communications with prospective Lenders or agents in connection with the syndication of the Bridge Facility and (f) arranging for direct contact between senior management and representatives, with appropriate seniority and expertise, of Icon and the Borrower with prospective Lenders and participation of such persons in meetings at reasonable times and locations mutually agreed upon. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the

contrary, each Company’s compliance with their obligations to assist in syndication efforts as provided herein (including the obtaining of the ratings and the compliance with any of the provisions set forth in clauses (a) through (f) above) or to deliver an Offering Document (as defined below) or customary comfort letter, shall not constitute a condition to the commitments hereunder or the funding of the Bridge Facility on the Closing Date. In connection with the Arrangers’ syndication efforts, neither Company shall be required to provide information the disclosure of which would violate (i) any attorney-client privilege, (ii) law, rule or regulation applicable to the Contributed Business or such Company or its respective affiliates or (iii) any obligation of confidentiality from a third party binding on the Contributed Business or such Company or its respective affiliates (so long as (x) such confidentiality obligation was not entered into in contemplation of the Transactions, (y) such Company uses commercially reasonable efforts to obtain a waiver of such confidentiality obligation (but not attorney-client privilege) and to otherwise provide such information that does not violate such confidentiality obligations and (z) such Company provides the Commitment Parties notice that information is being withheld due to the existence of such confidentiality obligation or attorney-client privilege); provided that none of the foregoing shall be construed to limit any of the Borrower’s representations and warranties set forth in Section 4 of this Commitment Letter (and any corresponding representation in the Confidential Information Memorandum or the Bridge Facility Documentation, as applicable). You will be responsible for the contents of any such Confidential Information Memorandum and Lender Presentation (other than, in each case, any information contained therein that has been provided for inclusion by the Commitment Parties about the Commitment Parties) and all other information, documentation or materials delivered to the Commitment Parties by or on behalf of you in connection therewith (collectively, the “Information”) and each Company acknowledges that the Commitment Parties will be using and relying upon the Information without independent verification thereof. You agree that Information (including, without limitation, draft and execution versions of the Bridge Facility Documentation, the Confidential Information Memorandum, the Lender Presentation and publicly filed financial statements) may be disseminated to potential Lenders and other persons through one or more internet sites (including an IntraLinks, SyndTrak, Debtdomain or other electronic workspace (the “Platform”)) created for purposes of syndicating the Bridge Facility or otherwise, in accordance with the Arrangers’ standard syndication practices, and you acknowledge that no Commitment Party nor any of its affiliates will be responsible or liable to it or any other person or entity for damages arising from the use by others of any Information or other materials obtained on the Platform, except to the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of such Commitment Party or its affiliates (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

In addition, you agree to use your commercially reasonable efforts to deliver to one or more investment and/or commercial banks satisfactory to the Commitment Parties (collectively, the “Investment Banks”) (i) a complete preliminary offering document (other than the “description of notes” or the “description of the securities” and other information customarily provided by the Investment Banks or their respective counsel) (an “Offering Document”) suitable for use in a customary Rule 144A offering relating to the Notes, and which contains all information and financial statements (including all audited financial statements, all unaudited financial statements (which shall have been reviewed as provided in the procedures specified by the Public Company Accounting Oversight Board in AS 4105, Reviews of Interim Financial Information) and all pro forma financial statements that are required by Regulation S-X under the Securities Act of 1933 for the offering of the Notes, and in each case prepared in accordance with generally accepted accounting principles in the United States) and all other data that are customary in a Rule 144A offering or as would be required for the Investment Banks to receive customary “comfort” from the Borrower’s independent accountants in connection with the offering of the Notes and (ii) a customary comfort letter (which shall also provide customary “negative assurance” comfort) from the independent accountants for the Borrower and any other person whose financials are included therein.

The Companies acknowledge that certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive Private-Side Information (as defined below)) (each, a “Public Lender”; and Lenders who are not Public Lenders being referred to herein as “Private Lenders”).

At the request of the Arrangers, you agree to prepare an additional version of the Confidential Information Memorandum and the Lender Presentation to be used by Public Lenders containing a representation that such Information does not contain Private-Side Information. “Private-Side Information” means material non-public information (for purposes of United States federal, state or other applicable securities laws) concerning Icon, the Borrower, or their respective subsidiaries or any of their respective securities; and “Public-Side Information” means any information that is not Private-Side Information. It is understood that in connection with your assistance described above, each Company will provide a customary authorization letter to the Arrangers authorizing the distribution of the Information to prospective Lenders containing a customary “10b-5” representation (which shall not be knowledge qualified) and containing a representation to the Commitment Parties, in the case of the public-side version, that such Information does not include material non-public information about Icon, the Borrower or their respective affiliates or their respective securities. In addition, Icon and the Borrower will each clearly designate as such all Information provided to any Commitment Party by or on behalf of either Company which contains exclusively Public-Side Information. You acknowledge and agree that the following documents may be distributed to all Lenders (including Public Lenders) (unless either Company promptly notifies the Arrangers in writing (including by email) within a reasonable time prior to their intended distribution (after you have been given a reasonable opportunity to review such documents) that any such document should only be distributed to prospective Private Lenders): (a) drafts and final versions of the Bridge Facility Documentation; (b) term sheets and notification of changes in the terms of the Bridge Facility and (c) administrative materials prepared by the Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda).

Notwithstanding anything to the contrary set forth in this Commitment Letter or the Fee Letter or any other agreement, your compliance with the obligations under this Section 3 shall in no event constitute a condition to the commitments hereunder or the funding of the Bridge Facility on the Closing Date.

4.	Information.

Each Company represents and covenants that (i) all written or formally presented Information (other than projections, estimates and other forward-looking materials and information of a general economic or industry specific nature) provided by or on behalf of either Company to the Commitment Parties or the Lenders in connection with the Transactions is and will be when furnished, when taken as a whole, complete and correct in all material respects and does not and will not contain when furnished, when taken as a whole, any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (in each case after giving effect to all supplements and updates provided thereto); provided, that such representation and covenant by each Company with respect to information relating to the other Company and its representatives is made to such Company’s knowledge and (ii) the projections and other forward-looking information that have been or will be made available to the Commitment Parties or the Lenders by or on behalf of each Company in connection with the Transactions have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to the Commitment Parties or the Lenders, it being understood and agreed that projections and other forward-looking information are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are out of either Company’s control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by such projections may differ significantly from the projected results and such differences may be material.

Each Company agrees that if at any time prior to the later of (i) the Closing Date and (ii) the Syndication Date, any of the representations by such Company in the preceding sentence would be incorrect in any material respect if the Information and projections were being furnished, and such

representations were being made, at such time, then the applicable Company will promptly supplement, or cause to be supplemented, the Information and projections so that such representations will be correct in all material respects in light of the circumstances under which such statements are made (to such Company’s knowledge insofar as it applies to information regarding the other Company). We have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, the Contributed Business, Icon or any other party or to advise or opine on any related solvency issues. Notwithstanding the foregoing, it is understood that each Commitment Party’s commitments hereunder are not subject to or conditioned upon the accuracy of the representations set forth in this Section 4, and notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, the accuracy of such representations shall not constitute a condition to the availability of the Bridge Facility on the Closing Date or at any time thereafter.

5.	Indemnification and Related Matters.

In connection with arrangements such as this, it is the policy of the Commitment Parties to receive indemnification. Each Company agrees to the provisions with respect to our indemnity and other matters set forth in Annex A, which is incorporated by reference into this Commitment Letter.

6.	Assignments.

This Commitment Letter may not be assigned by Icon or the Borrower without the prior written consent of the Commitment Parties (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto and, except as set forth in Annex A hereto, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto. Any Commitment Party may, in accordance with and subject to the terms of Section 3 hereof, assign its commitments and agreements hereunder, in whole or in part, to any of its affiliates, to additional arrangers or other Lenders; provided that in any case, such assignment shall not relieve any such Commitment Party of its obligations set forth herein to fund on the Closing Date that portion of the commitments so assigned except to the extent such assignment is evidenced by a Joinder Agreement or the Bridge Facility Documentation, as applicable, as set forth in Section 3 above. Notwithstanding the foregoing, MSSF may assign its commitments and agreements hereunder, in whole or in part, to Morgan Stanley Bank, N.A. and vice versa, and any such assignment will relieve such assignor of its obligations hereunder dollar-for-dollar by the amount of such assigned commitments (and the applicable assignee’s commitments will be increased dollar-for-dollar by the amount of such assigned commitments). Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived only by a written agreement executed and delivered by all parties hereto or thereto.

7.	Confidentiality.

This Commitment Letter, the Fee Letter and the contents hereof and thereof are exclusively for the information of Icon and the Borrower and may not be disclosed by either Company to any other person without our prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) except pursuant to a subpoena or order issued by a court or administrative agency of competent jurisdiction or by a judicial, administrative or legislative body or committee (in which case you agree to inform us promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation); provided that we hereby consent to either Company’s disclosure of (i) this Commitment Letter and the Fee Letter to your respective affiliates’ or your or your affiliates’ respective officers, directors, employees and advisors (including legal counsel, independent auditors and other

experts, professional advisors or agents) in connection with the Transactions (including in connection with providing accounting and tax advice to you and your respective affiliates) on a confidential basis, (ii) this Commitment Letter, the Fee Letter or the information contained herein and therein to Daphne and its officers, directors, employees, agents and advisors (including legal counsel, independent auditors and other experts or agents) in connection with the Transactions on a confidential basis, (iii) this Commitment Letter and the Fee Letter as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities (in which case the applicable Company agrees to inform us promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (iv) following either Company’s acceptance of the provisions hereof and return of an executed counterpart of this Commitment Letter to the Commitment Parties as provided below, such Company may file a copy of any portion of this Commitment Letter (but not the Fee Letter other than the existence thereof) in any public record in which you are required by law or regulation to file it or with the Securities and Exchange Commission, (v) either Company may disclose the aggregate fee amounts contained in the Fee Letter in financial statements or as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to aggregate compensation amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Bridge Facility, the Term Loans, the Notes or in any public filing relating to the Transactions, in each case in a manner which does not disclose the fees payable pursuant to the Fee Letter (except in the aggregate), (vi) this Commitment Letter and the information contained herein and the Fee Letter in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, Fee Letter or the transactions contemplated thereby or enforcement thereof or hereof, (vii) the information contained in Annex B, in any prospectus or other offering memorandum relating to the Permanent Financing, (viii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by either Company or its respective affiliates or their or their affiliates’ respective officers, directors, employees or advisors, (ix) the information contained in Annex B to any rating agency; provided that such information is supplied to any such rating agency only on a confidential basis and (x) following your acceptance hereof and the return of an executed counterpart of this Commitment Letter to the Commitment Parties, as provided below, in consultation with us and on a confidential basis, to any prospective Lenders. The obligations under this paragraph with respect to this Commitment Letter (but not the Fee Letter) shall terminate automatically after the earlier of the date (x) of any public filing permitted hereunder and (y) the Bridge Facility Documentation shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter (but not the Fee Letter) shall automatically terminate on the second anniversary hereof.

Each Commitment Party shall use all confidential information provided to it by or on behalf of Icon or the Borrower or any of their respective subsidiaries or affiliates solely for the purpose of providing the services which are the subject of this Commitment Letter and otherwise in connection with the Transactions, and shall treat confidentially all such information and shall not disclose such information to any third party or circulate or refer publicly to such information; provided, however, that nothing herein will prevent each Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency, or otherwise as required by applicable law or compulsory legal process (in which case such person agrees to inform Icon and/or the Borrower, as applicable, promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (b) upon the request or demand of any regulatory authority having jurisdiction over such person or any of its affiliates (in which case such person agrees (except with respect to any audit or examination conducted by bank examiners or any governmental bank regulatory authority exercising examination or regulatory authority) to inform Icon and/or the Borrower, as applicable, promptly thereof to the extent practicable and not prohibited by applicable law, rule or regulation), (c) to the extent that such information is publicly available or becomes publicly available other than by reason of improper disclosure by such person or any of such person’s affiliates, (d) to such person’s affiliates and to such person’s and such person’s affiliates’ respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents who need to

know such information in connection with the Transactions and on a confidential basis and who have been informed of the confidential nature of such information, (e) to potential and prospective Lenders, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations under the Bridge Facility, in each case, who have agreed to keep such information confidential on terms not less favorable than the provisions hereof in accordance with the standard syndication processes of the Arrangers or customary market standards for the dissemination of such type of information, (f) to Moody’s and S&P and other rating agencies; provided that such information is limited to Annex B and is supplied only on a confidential basis, (g) to market data collectors, similar service providers to the lending industry, and service providers to the Arrangers in connection with the administration and management of the Bridge Facility; provided that such information is limited to the existence of this Commitment Letter and generic information about the Bridge Facility, (h) received by such person on a non-confidential basis from a source (other than you or any of your respective affiliates, advisors, members, directors, employees, agents or other representatives) not known by such person to be prohibited from disclosing such information to such person by a legal, contractual or fiduciary obligation, (i) to the extent that such information was already lawfully in the Commitment Parties’ possession on a non-confidential basis or is independently developed by the Commitment Parties, (j) for purposes of establishing a “due diligence” defense or (k) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Commitment Letter, Fee Letter or the transactions contemplated hereby or thereby or enforcement thereof or hereof. The Commitment Parties’ obligation under this provision shall remain in effect until the earlier of (i) two years from the date hereof and (ii) the execution and delivery of the Bridge Facility Documentation by the parties thereto, at which time any confidentiality undertaking in the Bridge Facility Documentation shall supersede the provisions in this paragraph.

8.	Absence of Fiduciary Relationship; Affiliates; Etc.

As you know, each Commitment Party (together with its affiliates, the “Commitment Entities”) is a full service financial institution engaged, either directly or through its affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, the Commitment Entities and funds or other entities in which the Commitment Entities invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, the Commitment Entities may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of Icon, the Borrower, the Contributed Business and/or other entities and persons which may (i) be involved in transactions arising from or relating to the arrangement contemplated by this Commitment Letter or (ii) have other relationships with Icon, the Borrower or their respective affiliates. In addition, the Commitment Entities may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. Although the Commitment Entities 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 Entities shall have no obligation to disclose such information, or the fact that the Commitment Entities are in possession of such information, to Icon or the Borrower or to use such information on Icon or the Borrower’s behalf.

Consistent with the Commitment Entities’ policies to hold in confidence the affairs of their customers, the Commitment Entities will not furnish confidential information obtained from either Company by virtue of the transactions contemplated by this Commitment Letter to any of its other customers and will treat confidential information relating to Icon, the Borrower, the Contributed Business and their respective affiliates with the same degree of care as it treats its own confidential information. Furthermore, each Company acknowledges that neither the Commitment Entities nor any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to either Company, confidential information obtained or that may be obtained by them from any other person.

Each of the Commitment Entities may have economic interests that conflict with those of Icon, the Borrower, their respective equity holders and/or their respective affiliates. Each Company agrees that each Commitment Entity will act under this Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Entities and Icon, the Borrower, their respective equity holders or their respective affiliates. Each Company acknowledges and agrees that the transactions contemplated by this Commitment Letter and the Fee Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Commitment Entities, on the one hand, and Icon and the Borrower, on the other, and in connection therewith and with the process leading thereto, (i) the Commitment Entities have not assumed (A) an advisory responsibility in favor of either Company, its equity holders or its affiliates with respect to the financing transactions contemplated hereby or (B) a fiduciary responsibility in favor of either Company, its equity holders or its affiliates with respect to the transactions contemplated hereby, or in each case, the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether the Commitment Entities have advised, is currently advising or will advise either Company, its equity holders or its affiliates on other matters) or any other obligation to either Company except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) the Commitment Entities are acting solely as principals and not as the agents or fiduciaries of either Company, its management, equity holders, affiliates, creditors or any other person. Each Company acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by law, each Company agrees that it will not bring any claim that the Commitment Entities have breached any fiduciary or similar duty to either Company with respect to the financing transactions contemplated hereby or owes a fiduciary or similar duty to either Company, in connection with such transactions or the process leading thereto. In addition, each Commitment Party may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning the Borrower, the Contributed Business and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to such Commitment Party hereunder (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential).

Each of Icon and the Borrower further acknowledges that Morgan Stanley Bank, N.A., an affiliate of MSSF, is currently acting as a lender under the Existing Icon Revolving Credit Agreement, and its and its subsidiaries’ rights and obligations under any other agreement with MSSF or any of its affiliates (including the Existing Icon Revolving Credit Agreement) that currently exist or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by MSSF’s performance or lack of performance of services hereunder. Each Company hereby agrees that MSSF may render its services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and each Company agrees

that they will not claim any conflict of interest relating to the relationship among MSSF and such Company and its affiliates in connection with the commitments and services contemplated hereby, on the one hand, and the exercise by MSSF or any of its affiliates of any of their rights and duties under any credit agreement or other agreement (including the Existing Icon Revolving Credit Agreement) on the other hand.

As you know, Morgan Stanley & Co. LLC, an affiliate of MSSF, has been retained by Icon (or one of its affiliates) and Credit Suisse has been retained by Daphne (or one of its affiliates), in each case as financial advisor (in such capacity, each a “Financial Advisor”) in connection with the Acquisition. You agree to each such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of each Financial Advisor, on the one hand, and our and our respective affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of Morgan Stanley & Co. LLC as the Financial Advisor for Icon, (ii) the retention of Credit Suisse as the Financial Advisor for Daphne and (iii) that neither relationship creates any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of MSSF, Credit Suisse or their respective affiliates, as applicable.

In addition, please note that the Commitment Entities do not provide accounting, tax or legal advice.

9.	Miscellaneous.

The provisions set forth under Sections 3, 4, 5 (including Annex A), 7 and 8 hereof (in each case other than any provision therein that expressly terminates upon execution of the Bridge Facility Documentation), this Section 9 and the provisions of the Fee Letter will remain in full force and effect regardless of whether the Bridge Facility Documentation is executed and delivered, except that the provisions of Sections 3 and 4 shall not survive if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness of the Bridge Facility; provided that (x) the foregoing provisions in this paragraph (other than with respect to the provisions set forth in the Fee Letter and under Sections 7, 8 and this Section 9 hereof which will remain in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the Commitment Parties’ respective commitments and agreements hereunder), shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Bridge Facility Documentation upon execution thereof and thereafter shall have no further force and effect and (y) the provisions of Sections 3 and 4 shall terminate on the Syndication Date.

Each of the Companies acknowledges and agrees that we are working with both Companies pursuant to this letter agreement. We are not obligated to share information received in connection with the Transactions from one Company with the other Company, it being understood and agreed that each Company may freely share all such information with each other.

Each of the parties hereto (for itself and its affiliates) agrees that any suit or proceeding arising in respect of this Commitment Letter or the Commitment Parties’ commitments or agreements hereunder or the Fee Letter will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York or, if that court does not have subject matter jurisdiction, in any state court located in the Borough of Manhattan in the City of New York, and each party hereby submits to the exclusive jurisdiction of, and to venue in, such court. Any right to trial by jury with respect to any action or proceeding arising in connection with or as a result of either the Commitment Parties’ commitments or agreements or any matter referred to in this Commitment Letter or the Fee Letter is hereby waived by the parties hereto. Each of the parties hereto (for itself and its affiliates) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any

process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws; provided that (a) the interpretation of the definition of “Spinco Material Adverse Effect” (as defined in the Acquisition Agreement as in effect on the date hereof) and the determination of whether there shall have occurred a “Spinco Material Adverse Effect”, (b) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and (c) the determination of whether the Acquisition Agreement Representations are accurate and whether as a result of any inaccuracy thereof Icon (or its affiliates) has the right (taking into account any applicable cure provisions) to decline to consummate the Acquisition or to terminate its (or their) obligations (or otherwise do not have an obligation to close) under the Acquisition Agreement shall, in each case be governed by, and construed in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state without regard to the conflicts of law provisions thereof.

10.	PATRIOT Act Notification.

The Commitment Parties hereby notify the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018, as amended from time to time, the “Beneficial Ownership Regulation”), the Commitment Parties and each Lender may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Commitment Parties and each Lender to identify the Borrower in accordance with the Patriot Act and, to the extent applicable, the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Parties and each Lender.

11.	Acceptance and Termination.

Each of the parties hereto agree that this Commitment Letter is a binding and enforceable agreement with respect to subject matter contained herein, including an agreement to negotiate in good faith the Bridge Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are only subject to the conditions set forth in Annex C.

This 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 Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among the parties hereto with respect to the Bridge Facility and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Bridge Facility.

The Commitment Parties’ commitments and agreements hereunder will terminate upon the first to occur of (i) the execution and delivery of the Bridge Facility Documentation by each of the parties thereto, (ii) the consummation of the Special Cash Payment without using the loans under the Bridge Facility, (iii) the date on which the Acquisition Agreement is terminated in accordance with its terms without the closing of the Acquisition, (iv) receipt

by the Commitment Parties of written notice from the Borrower of its election to terminate all commitments under the Bridge Facility in full and (v) 11:59 pm on March 15, 2021 (or, if the Initial Outside Date set forth in the Acquisition Agreement shall have been extended to not later than 11:59 pm on June 15, 2021 as provided in Section 10.1(c) of the Acquisition Agreement as in effect on the date hereof, then on such Extended Outside Date (as defined in the Acquisition Agreement)) (the earliest date in clauses (ii) through (v) being the “Commitment Termination Date”).

[Remainder of page intentionally left blank]

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter, on or before 11:59 p.m., New York City time, on December 15, 2019, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us. This offer will terminate on such date if this Commitment Letter and the Fee Letter have not been signed and returned as described in the preceding sentence by such date. We look forward to working with you on this transaction.


Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By:	/s/ Subhalakshmi Ghosh-Kohli
	Name:	Subhalakshmi Ghosh-Kohli
	Title:	Authorized Signatory