Contract analysis

Section 1: Background and Purpose This memorandum sets forth the internal drafting instructions for the preparation, negotiation, and finalization of the payoff letter to be issued by the existing lender in connection with the proposed de-SPAC business combination involving [Insert Target Company Name] (the "Target" or the "Borrower"). As the deal team is aware, the Target currently maintains an outstanding revolving

Section 2: Key Information to Be Obtained from Lender Prior to circulating the form of payoff letter, and in parallel with the negotiation of the form itself, the deal team should confirm the following information directly with the Lender (or, if applicable, the administrative agent). The Lender should be asked to provide written confirmation of each item listed below, either in the body of the payoff letter or in a

Section 3: UCC Termination Statements and Lien Release Mechanics A critical component of the payoff letter is the Lender's agreement to release all liens and security interests upon receipt of the payoff amount in full. The deal team should take the following steps to ensure that all liens are properly identified and that the lien release mechanics in the payoff letter are comprehensive and enforceable. UCC-3 Termina

Section 4: Coordination with Closing Mechanics The payoff letter is a critical closing deliverable and must be fully integrated into the closing mechanics for the business combination. The deal team should ensure the following: Closing Checklist and Conditions Tracker. The payoff letter must be included as a line item on the closing checklist and the conditions tracker. The conditions to closing under the Business Co

Section 5: Form of Payoff Letter — Drafting Notes The form of payoff letter attached hereto as Part Two is intended to serve as a starting point for negotiations with the Lender. The following drafting notes should be kept in mind when reviewing and finalizing the form: (a) Payoff Amount Calculation. The payoff amount set forth in Section 2 of the form will need to be calculated by the Lender as of the anticipated cl

Section 1: Recitals Reference is made to that certain Credit Agreement, dated as of [Insert date] (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and between [Insert Borrower Name], a [Insert state of incorporation/organization] [Insert type of entity, e.g., corporation, limited liability company] (the "Borrower"), and [Insert Lender Name], a [Insert type of e

Section 2: Payoff Amount The Lender hereby confirms that the total amount required to repay in full all outstanding Obligations under the Credit Agreement and the Loan Documents (the "Payoff Amount"), calculated as of [Insert Payoff Date] (the "Payoff Date"), is as set forth below: The Payoff Amount set forth above is calculated as of the Payoff Date and assumes that payment is received by the Lender in immediately a

Section 3: Wire Transfer Instructions The Payoff Amount (as adjusted for any Per Diem Amount, if applicable) shall be remitted to the Lender by wire transfer of immediately available funds in accordance with the following instructions: Bank Name: [Insert] ABA Routing Number: [Insert] Account Name: [Insert] Account Number: [Insert] Reference: [Insert] Attention: [Insert] Payment of the Payoff Amount must be received b

Section 4: Release of Liens and Security Interests Upon receipt of the Payoff Amount in full in immediately available funds, the Lender hereby irrevocably agrees as follows: (a) General Lien Release. The Lender shall release, discharge, and terminate all liens, security interests, pledges, assignments, and encumbrances (collectively, "Liens") granted to the Lender by the Borrower or any of its subsidiaries pursuant t

Section 5: Termination of Credit Agreement and Commitments Upon receipt of the Payoff Amount in full in immediately available funds by the Lender, the Credit Agreement and all commitments of the Lender thereunder, including without limitation the Revolving Commitment and any commitment to issue letters of credit, shall automatically and irrevocably terminate, and the Borrower shall have no further obligations to the

Section 6: No Outstanding Obligations The Lender hereby confirms that, as of the date hereof and upon receipt of the Payoff Amount in full in immediately available funds: (a) There are no other amounts owing by the Borrower to the Lender under the Credit Agreement or any related Loan Document, other than (i) the amounts set forth in Section 2 above and (ii) any surviving obligations referenced in Section 5 above. (b)

Section 7: Authorization and Reliance The Borrower, [Insert Acquiror Name] (the "Acquiror"), and their respective counsel are authorized to rely on this Payoff Letter and the representations, confirmations, and agreements set forth herein for purposes of the closing of the transactions contemplated by that certain [Insert description, e.g., Business Combination Agreement], dated as of [Insert date], by and among [Ins

Section 8: Governing Law This Payoff Letter shall be governed by, and construed in accordance with, the laws of the State of [Insert governing law state], without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Section 9: Counterparts; Electronic Delivery This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Payoff Letter by facsimile transmission or by electronic means, including by email in portable document format (.pdf), shall