EX-99.(B)(3) 2 d518660dex99b3.htm EX-99.(B)(3) EX-99.(b)(3)

Exhibit (b)(3)

 

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.

 

By:  

/s/ Samuel Baruch

Name:  

Samuel Baruch

Title:   Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:  

/s/ Samuel Baruch

Name:  

Samuel Baruch

Title:   Director

 

Signature Page to Amendment to Commitment Letter – Project Century


DEUTSCHE BANK AG NEW YORK BRANCH

 

By:  

/s/ Kathryn Burch

Name:   Kathryn Burch
Title:   Associate

 

By:   /s/ Scottye Lindsey
Name:   Scottye Lindsey
Title:   Director

DEUTSCHE BANK SECURITIES INC.

 

By:  

/s/ Chris Dorsett

Name:   Chris Dorsett
Title:   Director

 

By:  

/s/ Frank Fazio

Name:   Frank Fazio
Title:   Managing Director

 

Signature Page to Amendment to Commitment Letter – Project Century


PNC BANK, NATIONAL ASSOCIATION

By:

 

/s/ Christian S. Brown

Name:

  Christian S. Brown

Title:

  Senior Vice President

 

PNC CAPITAL MARKETS LLC

By:

 

/s/ Joshua R. Sosland

Name:

  Joshua R. Sosland

Title:

  Managing Director

 

Signature Page to Amendment to Commitment Letter – Project Century


KEYBANK NATIONAL ASSOCIATION

By:

 

/s/ J. D. Fowler

Name:

  J. D. Fowler

Title:

  Director

 

Signature Page to Amendment to Commitment Letter – Project Century


MACQUARIE CAPITAL (USA), INC.

By:

 

/s/ Stephen Mehos

Name:

  Stephen Mehos

Title:

  Senior Managing Director

By:

 

/s/ Lisa Grushkin

Name:

  Lisa Grushkin

Title:

  Senior Vice President

 

MIHI LLC

By:

 

/s/ Andrew Stock

Name:

  Andrew Stock

Title:

  Executive Director/Authorized Signatory

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:

 

CENTURY INTERMEDIATE HOLDING COMPANY

By:

 

/s/ Zev Weiss

Name:

  Zev Weiss

Title:

  Vice President and Secretary

 

Signature Page to Amendment to Commitment Letter – Project Century