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PAYOFF LETTER

FORM AND DRAFTING INSTRUCTIONS

Prepared by Calderwood & Harkness LLP

Template for Use in Connection with Revolving Credit Facility Payoff Lender: Velthorn Commerce Bank, N.A.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document contains attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the addressees identified herein and members of the deal team. Do not distribute, copy, or disclose this document or any portion thereof without the prior written consent of Calderwood & Harkness LLP.

PART ONE

INTERNAL DRAFTING INSTRUCTIONS MEMORANDUM

MEMORANDUM

FROM: [Insert name of responsible attorney]

TO: [Insert deal team members]

DATE: [Insert date]

RE: Drafting Instructions — Payoff Letter for [Insert Target Company Name]'s Revolving Credit Facility with [Insert Lender Name]

CLIENT/MATTER NO.: [Insert]

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 credit facility (the "Revolving Credit Facility") with [Insert Lender Name] (the "Lender"), pursuant to the terms of that certain Credit Agreement dated as of [Insert date] (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"). It is a condition to the closing of the business combination that the Revolving Credit Facility be repaid in full and that all liens and security interests securing the obligations thereunder be released and terminated at or immediately following the closing.

The payoff letter will be issued by the Lender and will serve as the definitive statement of the amounts required to satisfy in full all outstanding obligations under the Credit Agreement and related loan documents. Specifically, the payoff letter will set forth:

(a) the total payoff amount as of the anticipated closing date, inclusive of all principal, accrued and unpaid interest, fees, premiums, breakage costs, and other amounts owing under the Credit Agreement and the related loan documents;

(b) a per diem interest accrual amount, permitting calculation of the total payoff amount in the event the actual closing date occurs after the stated payoff date;

(c) wire transfer instructions for remitting the payoff funds to the Lender (or the administrative agent on behalf of the Lender) in immediately available funds;

(d) the Lender's irrevocable agreement to release all liens, security interests, pledges, and encumbrances granted in connection with the Credit Agreement and the related loan documents upon receipt of the payoff amount in full; and

(e) the Lender's agreement to deliver, or to authorize the Borrower (or its counsel) to file, UCC-3 termination statements and all other lien release documentation necessary to evidence the discharge and termination of the Lender's security interests.

The payoff will be funded from the trust account proceeds at the closing of the business combination. Accordingly, the payoff amount must be precisely determined and reflected as a line item in the closing funds flow memorandum. The paying agent or trust custodian will be instructed to wire the payoff amount directly to the Lender in accordance with the wire instructions set forth in the payoff letter, contemporaneously with the other disbursements from the trust account on the closing date.

The attached form of payoff letter (Part Two of this document) should be circulated to the Lender's counsel for review and negotiation as soon as practicable. The deal team should request that the Lender return a completed and executed version of the payoff letter no later than [Insert number] business days prior to the anticipated closing date, in order to allow sufficient time for the deal team to verify the payoff calculations, confirm the wire instructions, update the closing funds flow, and coordinate with the trust custodian and SPAC counsel. Failure to obtain a timely and fully executed payoff letter may result in a delay to the closing, and the deal team should treat this workstream as a critical path item.

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 separate written communication. These items are essential to the accurate calculation of the payoff amount and the orderly release of all liens and security interests at closing:

(a) Outstanding Principal Balance. Confirm the exact outstanding principal balance under the Revolving Credit Facility as of a recent date (no more than five business days prior to the anticipated closing date, if practicable). Identify whether the outstanding principal includes any amounts drawn but not yet settled, and clarify whether any principal repayments are scheduled or pending between the date of the payoff letter and the anticipated closing date.

(b) Accrued and Unpaid Interest. Confirm the amount of accrued and unpaid interest through the anticipated payoff date. This should include interest at the applicable rate(s) under the Credit Agreement, including any default interest if applicable. Identify the interest rate basis (e.g., SOFR plus applicable margin, prime rate, etc.) and the applicable interest period(s).

(c) Prepayment Premiums, Breakage Costs, or Early Termination Fees. Confirm whether any prepayment premium, yield maintenance payment, make-whole amount, breakage cost, or early termination fee is applicable under the Credit Agreement in connection with the proposed prepayment. If so, request that the Lender provide a detailed calculation of such amounts, including the methodology and any underlying assumptions. Review the relevant provisions of the Credit Agreement carefully to confirm the Lender's calculation.

(d) Outstanding Fees. Confirm the amount of any outstanding fees, including without limitation unused line fees (or commitment fees), administrative agent fees, letter of credit fees, fronting fees, participation fees, and any other fees that are accrued but unpaid as of the anticipated payoff date. Request an itemized breakdown of each category of fee.

(e) Per Diem Interest Rate. Confirm the per diem interest rate (expressed as a dollar amount per day) that will apply for purposes of calculating interest accrual beyond the stated payoff date. This per diem amount should be set forth in the payoff letter itself and should be calculated at the applicable contractual rate under the Credit Agreement.

(f) Outstanding Letters of Credit. Confirm whether any letters of credit are outstanding under the Revolving Credit Facility as of the anticipated closing date. If so, determine the aggregate undrawn face amount of all outstanding letters of credit and confirm the Lender's requirements for the treatment of such letters of credit at closing, including whether cash collateral must be posted, a backstop letter of credit must be issued by a replacement bank, or the letters of credit must be returned and cancelled. The payoff letter should address the disposition of all outstanding letters of credit.

(g) Swap or Hedging Obligations. Confirm whether any swap agreements, hedging arrangements, or other derivative contracts have been entered into between the Borrower and the Lender (or any of its affiliates) in connection with the Credit Agreement. If so, determine the mark-to-market termination value of such arrangements as of the anticipated closing date and confirm whether such amounts are included in the payoff amount or must be settled separately.

(h) Wire Transfer Instructions. Obtain detailed wire transfer instructions for remitting the payoff amount to the Lender, including the following: bank name, ABA routing number, account name, account number, and reference or attention line. Verify the wire instructions directly with the Lender's treasury or operations department to guard against fraud or misdirection.

(i) UCC Financing Statements. Request from the Lender a complete list of all UCC-1 financing statements (and any amendments or continuations thereof) filed in connection with the Credit Agreement, identifying the filing office, file number, date of filing, secured party of record, and debtor name. Cross-reference this list against the results of the independent UCC lien search to be conducted by the deal team (see Section 3 below).

(j) Other Liens, Pledges, or Security Interests. Request from the Lender a complete list of all other liens, pledges, security interests, or encumbrances granted by the Borrower or any of its subsidiaries in connection with the Credit Agreement and the related loan documents, including without limitation: deposit account control agreements (DACAs), landlord waivers or landlord lien subordination agreements, intellectual property security agreements (whether filed with the United States Patent and Trademark Office, the United States Copyright Office, or otherwise), stock pledge agreements, equity interest pledge agreements, mortgages or deeds of trust, and any other collateral documents.

(k) Lender Contact Information. Obtain the name, title, direct telephone number, and email address of the individual(s) at the Lender who will be responsible for coordinating the payoff on the closing date, including the individual(s) who will be available to confirm receipt of the wire transfer and authorize the release of liens.

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 Termination Statements. The payoff letter must require the Lender to deliver, or to authorize the Borrower (or its counsel) to file, UCC-3 termination statements for all UCC-1 financing statements filed in connection with the Credit Agreement and the related loan documents. The UCC-3 termination statements should terminate each UCC-1 financing statement in its entirety (i.e., not merely amend or partially release the filing). The payoff letter should include a schedule identifying each UCC-1 financing statement to be terminated, with reference to the filing office, file number, date of filing, secured party of record, and debtor name.

Independent UCC Lien Search. Prior to finalizing the payoff letter, the deal team should commission a UCC lien search against the Borrower in all relevant jurisdictions. At a minimum, the search should be conducted in: (i) the state of the Borrower's incorporation or organization (which is typically the state in which UCC financing statements are filed as to general intangibles and most other personal property), and (ii) any state in which the Borrower maintains its chief executive office, offices, or significant tangible assets (to the extent relevant under applicable UCC provisions). The results of the UCC lien search should be attached to the payoff letter as Attachment A. Any discrepancies between the lien search results and the Lender's list of UCC-1 financing statements should be promptly raised with the Lender's counsel and resolved prior to closing.

Lien Release Alternatives. The payoff letter should provide for one or both of the following lien release mechanisms:

(a) Lender Filing. The Lender agrees to file UCC-3 termination statements with the applicable filing offices within a specified number of business days (typically five to ten business days) after receipt of the payoff amount in full. If this approach is used, the deal team should confirm that the Lender has the operational capability and willingness to make such filings promptly and should include a covenant in the payoff letter obligating the Lender to do so.

(b) Borrower Authorization. The Lender authorizes the Borrower (or its counsel) to file UCC-3 termination statements on the Lender's behalf. This approach is generally preferable from the Borrower's perspective, as it gives the Borrower (and the acquiring entity) direct control over the filing process and eliminates the risk of delay or administrative error on the part of the Lender. If this approach is used, the payoff letter should include an express authorization from the Lender, and pre-prepared UCC-3 termination statements should be attached to the payoff letter for the Lender's review and approval (see Attachment C).

Other Security Interests. In addition to UCC-3 termination statements, the payoff letter should address the release and termination of all other security interests granted in connection with the Credit Agreement, including without limitation:

(a) Deposit Account Control Agreements (DACAs). If the Borrower has entered into any DACAs in favor of the Lender, the payoff letter should require the Lender to deliver termination notices to the relevant depository banks, or to authorize the Borrower to deliver such notices, promptly following receipt of the payoff amount.

(b) intellectual Property Security Agreements. If any security interests in the Borrower's patents, trademarks, or copyrights have been recorded with the United States Patent and Trademark Office or the United States Copyright Office, the payoff letter should require the Lender to execute and deliver recordable termination documents for filing with the applicable office.

(c) Landlord Waivers. If any landlord lien waivers or subordination agreements have been delivered in connection with the Credit Agreement, the payoff letter should confirm that such arrangements will terminate automatically upon repayment in full and release of the Lender's security interests.

(d) Physical Collateral. If the Lender holds any physical collateral (e.g., stock certificates, promissory notes, instruments, or chattel paper), the payoff letter should require the Lender to return such collateral to the Borrower (or its counsel) promptly following receipt of the payoff amount.

General Lien Release Letter. In addition to the specific lien release provisions described above, the deal team should request that the Lender execute and deliver a general lien release letter (substantially in the form attached as Attachment D) concurrently with or promptly following the closing. The general lien release letter should provide a comprehensive release and discharge of all liens, claims, and security interests held by the Lender in connection with the Credit Agreement and the related loan documents, and should be in form and substance reasonably satisfactory to the Borrower and the acquiring entity.

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 Combination Agreement likely require, as a condition to the obligations of the SPAC (the acquiring entity), that all outstanding indebtedness of the Target be repaid in full at or prior to closing and that all related liens be released. The executed payoff letter serves as evidence that this condition has been satisfied. The deal team should confirm that the payoff letter is cross-referenced in the closing checklist under the applicable condition(s) and that the status of the payoff letter is tracked through completion.

Trust Disbursement Coordination. The payoff amount will be funded from the proceeds of the trust account established in connection with the SPAC's initial public offering. The paying agent or trust custodian will disburse funds from the trust account on the closing date in accordance with the closing funds flow memorandum. The payoff amount must be included as a designated line item in the closing funds flow, with the wire transfer instructions from the payoff letter reflected in the disbursement schedule. The deal team should coordinate with SPAC counsel to ensure that: (i) the trust custodian receives timely and accurate instructions regarding the payoff wire, (ii) the payoff wire is scheduled to be sent no later than the wire transfer deadline specified in the payoff letter (typically 2:00 p.m. Eastern Time), and (iii) the trust custodian confirms execution of the wire on the closing date.

Officer's Certificate. The officer's certificate to be delivered by the Target at closing (whether as a condition to closing or as a closing deliverable) should include a confirmation that the Revolving Credit Facility has been or is being repaid in full at closing and that the Credit Agreement and all related commitments are being terminated concurrently with such repayment. The deal team should coordinate with the Target's management and counsel to ensure that the officer's certificate includes appropriate language to this effect.

Bring-Down Due Diligence. The bring-down due diligence memorandum, which is typically prepared in the days immediately preceding closing, should include a confirmation of the outstanding balance under the Revolving Credit Facility as of the most recent practicable date and a confirmation that no defaults or events of default exist under the Credit Agreement. The deal team should request from the Target (or directly from the Lender, if appropriate) a compliance certificate or similar written confirmation to support this bring-down. Any discrepancy between the bring-down balance and the payoff amount stated in the payoff letter should be immediately investigated and resolved.

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 closing date. The form includes a tabular format for the itemized payoff components. The deal team should verify each line item against the terms of the Credit Agreement and the Borrower's records. In particular, the deal team should confirm whether any prepayment premium or early termination fee applies and, if so, the correct calculation methodology. The payoff amount should include a "good-through date" — that is, the date through which the stated payoff amount remains valid without adjustment. The per diem clause provides for daily interest accrual beyond the stated payoff date, enabling the parties to calculate the adjusted payoff amount if closing occurs after the stated payoff date but before the good-through date.

(b) Adaptation to Credit Agreement Terms. The form contains standard provisions that are generally appropriate for a senior secured revolving credit facility. However, the form should be adapted as necessary to reflect the specific terms and conditions of the Target's Credit Agreement. For example, if the Credit Agreement includes a term loan component in addition to the revolving facility, the payoff letter should address the repayment of both components. Similarly, if the Credit Agreement includes a guarantee by one or more subsidiaries of the Borrower, the payoff letter should address the release of the guarantors' obligations.

(c) Bracketed and Placeholder Language. All bracketed and placeholder language in the form (indicated by "[Insert]" or similar notation) must be completed by the Lender prior to execution. The deal team should prepare a cover letter or transmittal memorandum to accompany the form when it is circulated to the Lender's counsel, identifying the specific items that require completion by the Lender.

(d) Addressee and Acknowledgment. The payoff letter should be addressed to the Borrower and should be issued by the Lender (or, if the Credit Agreement involves a syndicate of lenders, the administrative agent on behalf of the lenders). If the administrative agent is a separate entity from the lender(s), the form should be modified to include the administrative agent as the issuing party and to include an appropriate authorization from the requisite lenders (if required under the Credit Agreement). The Borrower should acknowledge and agree to the terms of the payoff letter by executing the acknowledgment block at the end of the form.

(e) Condition to Closing. The executed payoff letter should be a condition to the closing of the business combination and should be included as a closing deliverable on the closing checklist. The deal team should confirm that the Business Combination Agreement (or the ancillary closing documentation) requires delivery of the executed payoff letter as a condition to closing.

PART TWO

FORM OF PAYOFF LETTER

[DRAFTING NOTE: The following is a blank form of payoff letter to be completed by the Lender and returned to the Borrower and its counsel for execution. All bracketed fields must be completed prior to execution. This form should be printed on the Lender's letterhead.]

[Insert Lender Name] [Insert Lender Address Line 1] [Insert Lender Address Line 2] [Insert Lender City, State, Zip Code]

[Insert Date]

[Insert Borrower Name] [Insert Borrower Address Line 1] [Insert Borrower Address Line 2] [Insert Borrower City, State, Zip Code]

Attention: [Insert name and title of Borrower contact]

cc: [Insert Borrower's Counsel Name] [Insert Borrower's Counsel Address Line 1] [Insert Borrower's Counsel Address Line 2] [Insert Borrower's Counsel City, State, Zip Code]

[Insert Acquiror's Counsel Name] [Insert Acquiror's Counsel Address Line 1] [Insert Acquiror's Counsel Address Line 2] [Insert Acquiror's Counsel City, State, Zip Code]

Re: Payoff Letter — Credit Agreement dated [Insert date], by and between [Insert Borrower Name], as Borrower, and [Insert Lender Name], as Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")

Ladies and Gentlemen:

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 entity, e.g., national banking association] (the "Lender"), pursuant to which the Lender has extended to the Borrower a revolving credit facility in the aggregate committed amount of $[Insert committed amount] (the "Revolving Credit Facility").

The Borrower has requested that the Lender provide this payoff letter (this "Payoff Letter") in connection with the Borrower's proposed repayment in full of all Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement and the related Loan Documents (as defined in the Credit Agreement) and the termination of all commitments of the Lender under the Credit Agreement, including without limitation the Revolving Commitment (as defined in the Credit Agreement).

Capitalized terms used but not defined in this Payoff Letter shall have the meanings ascribed to such terms in the Credit Agreement.

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 available funds on the Payoff Date. If the Payoff Amount is not received by the Lender in immediately available funds on the Payoff Date, interest shall continue to accrue on the outstanding principal balance at the applicable contract rate under the Credit Agreement in the amount of $[Insert] per day (the "Per Diem Amount") for each day after the Payoff Date until the date on which the Payoff Amount (as adjusted for such additional accrued interest) is received in full in immediately available funds by the Lender. In the event of any delay beyond the Payoff Date, the total amount required to satisfy the Obligations in full shall equal the Payoff Amount set forth above plus the Per Diem Amount multiplied by the number of calendar days elapsed between the Payoff Date and the date of actual receipt of payment.

The Payoff Amount set forth in this Payoff Letter is valid through [Insert good-through date] (the "Good-Through Date"). If payment in full is not received by the Lender on or before the Good-Through Date, this Payoff Letter shall expire and a revised payoff letter must be obtained from the Lender reflecting updated payoff calculations. The Lender shall have no obligation to honor the Payoff Amount set forth herein after the Good-Through Date.

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 by the Lender in immediately available funds no later than [Insert time, e.g., 2:00 p.m. Eastern Time] on the Payoff Date (or such later date as may be applicable, subject to adjustment by the Per Diem Amount as described in Section 2 above). Any wire transfer received after [Insert time] on a given business day may not be credited until the following business day, and interest shall continue to accrue until the date on which the Payoff Amount is credited to the Lender's account in immediately available funds.

The Borrower shall provide the Lender with written notice (which may be delivered by email to [Insert Lender contact email address]) of the anticipated wire transfer at least [Insert number] business day(s) prior to the Payoff Date, confirming the date and approximate time of the anticipated wire transfer. On the date of the wire transfer, the Borrower (or its counsel) shall provide the Lender with a copy of the wire transfer confirmation or Federal Reference Number promptly following initiation of the wire.

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 to the Credit Agreement and all related Loan Documents, including without limitation all Liens granted under or evidenced by the following documents (collectively, the "Security Documents"):

(i) Security Agreement, dated as of [Insert], by and between the Borrower and the Lender;

(ii) Pledge Agreement, dated as of [Insert], by and between the Borrower and the Lender;

(iii) Deposit Account Control Agreement(s), dated as of [Insert], by and among the Borrower, the Lender, and [Insert depository bank name(s)];

(iv) intellectual Property Security Agreement, dated as of [Insert], by and between the Borrower and the Lender;

(v) [Insert any additional Security Documents, e.g., Guaranty, Mortgage, etc.]; and

(vi) any and all other documents, instruments, or agreements granting or evidencing Liens in favor of the Lender in connection with the Credit Agreement and the Loan Documents.

(b) UCC-3 Termination Statements. The Lender hereby authorizes the Borrower (or its counsel) to file UCC-3 termination statements (in the forms attached hereto as Attachment C, or in such other form as may be required by the applicable filing office) terminating the following UCC-1 financing statements (and any amendments, continuations, or assignments thereof) filed in connection with the Credit Agreement and the Loan Documents:

[DRAFTING NOTE: Additional rows should be added as necessary to include all UCC-1 financing statements identified in the UCC lien search results. Cross-reference Attachment A.]

The foregoing authorization is irrevocable and shall survive the termination of the Credit Agreement. In addition to, or in lieu of, the Borrower's filing of such termination statements, the Lender agrees, at the Borrower's written request, to file such UCC-3 termination statements within [Insert number, e.g., five (5)] business days following receipt of the Payoff Amount in full.

(c) Additional Release Documentation. At the Borrower's request and expense, the Lender shall promptly execute and deliver any additional documents, instruments, or agreements reasonably necessary or desirable to evidence the release and termination of the Lender's Liens and security interests, including without limitation:

(i) UCC-3 termination statements (to the extent not covered by subsection (b) above);

(ii) terminations or releases of any intellectual property security interests filed with the United States Patent and Trademark Office or the United States Copyright Office, in recordable form;

(iii) termination notices with respect to any deposit account control agreements, in form and substance sufficient to release the Lender's control over the applicable deposit accounts;

(iv) releases or discharges of any mortgages, deeds of trust, or other real property Liens (if applicable);

(v) releases of any landlord lien waivers, bailee letters, or similar arrangements; and

(vi) such other instruments, certificates, or documents as the Borrower or its counsel may reasonably request to evidence the full release and termination of the Lender's Liens and security interests.

(d) Return of Collateral. Promptly following receipt of the Payoff Amount in full (and in any event within [Insert number, e.g., five (5)] business days thereafter), the Lender shall deliver to the Borrower (or its counsel, at the address set forth above or as otherwise directed in writing by the Borrower) any and all stock certificates, promissory notes, instruments, chattel paper, or other tangible collateral held by the Lender in connection with the Credit Agreement and the Loan Documents.

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 Lender under the Credit Agreement or any of the Loan Documents, except for those obligations that by their express terms survive the termination of the Credit Agreement, including without limitation:

(a) the Borrower's indemnification obligations under Section [Insert] of the Credit Agreement;

(b) the Borrower's expense reimbursement obligations under Section [Insert] of the Credit Agreement; and

With respect to any outstanding letters of credit issued under the Credit Agreement, the Lender confirms that, as of the date hereof: [Insert one of the following, as applicable]:

[Alternative 1 — No Letters of Credit Outstanding]: No letters of credit are outstanding under the Credit Agreement as of the date hereof, and no further action is required with respect to letters of credit in connection with the payoff.

[Alternative 2 — Letters of Credit Outstanding]: The following letters of credit are outstanding under the Credit Agreement as of the date hereof:

[DRAFTING NOTE: If letters of credit are outstanding, insert a table identifying each letter of credit by letter of credit number, beneficiary, face amount, and expiration date. Include the agreed-upon disposition of each letter of credit (e.g., cash collateralization, replacement, return and cancellation).]

Such outstanding letters of credit shall be [cash collateralized in the amount of [Insert]% of the aggregate undrawn face amount thereof / returned and cancelled / backstopped by a replacement letter of credit issued by [Insert replacement issuing bank]] as follows: [Insert applicable provisions].

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) No default or event of default exists under the Credit Agreement as of the date hereof.

[DRAFTING NOTE: If the Lender is unwilling to make the confirmation in clause (b) above, consider whether a modified formulation is acceptable — for example, a confirmation that, to the Lender's knowledge, no default or event of default exists. Alternatively, the Borrower may provide a separate representation regarding the absence of defaults in the officer's certificate delivered at closing. Discuss with the deal team and resolve prior to execution.]

(c) No offsets, counterclaims, or defenses exist in favor of the Lender against the release of Liens and security interests contemplated by this Payoff Letter, and the Lender has not assigned, pledged, or otherwise transferred any of its rights under the Credit Agreement or the Loan Documents to any third party (other than as disclosed in writing to the Borrower).

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 [Insert parties] (the "Business Combination Agreement"), and for all purposes related to the repayment in full of the Obligations, the termination of the Credit Agreement, and the release of the Lender's Liens and security interests as described herein.

This Payoff Letter may be relied upon by the Borrower, the Acquiror, and their respective affiliates, successors, assigns, and counsel. The Lender acknowledges that the Borrower and the Acquiror will be relying on the accuracy and completeness of the information set forth in this Payoff Letter in connection with the consummation of the transactions contemplated by the Business Combination Agreement, including the disbursement of funds from the trust account established in connection with the Acquiror's initial public offering.

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 be effective as delivery of a manually executed counterpart of this Payoff Letter.

[Remainder of this page intentionally left blank; signature pages follow.]

SIGNATURE PAGE TO PAYOFF LETTER

Very truly yours,

[INSERT LENDER NAME]

By: ________

Name: [Insert]

Title: [Insert]

Date: [Insert]

ACKNOWLEDGMENT AND AGREEMENT

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms that it will remit the Payoff Amount (as adjusted for any applicable Per Diem Amount) to the Lender in accordance with the wire transfer instructions set forth in Section 3 above on or before the Good-Through Date.

ACKNOWLEDGED AND AGREED:

[INSERT BORROWER NAME]

By: ________

Name: [Insert]

Title: [Insert]

Date: [Insert]

APPENDICES AND ATTACHMENTS

Attachment A: UCC Search Results

[Attach copies of UCC lien search results from relevant jurisdictions]

Instructional Note: UCC lien searches should be conducted against the Borrower (using the Borrower's exact legal name as it appears on its organizational documents) in the following jurisdictions, at a minimum:

(a) The state of the Borrower's incorporation or organization (typically, this is the jurisdiction in which UCC-1 financing statements are filed as to most categories of personal property collateral);

(b) Each state in which the Borrower maintains its chief executive office, principal place of business, or any other office or facility; and

(c) Each state in which the Borrower maintains significant tangible assets (e.g., inventory, equipment) to the extent such filings may be relevant under applicable law.

Searches should be run no earlier than [Insert number] business days prior to the anticipated closing date. The deal team should compare the results of the lien search against the Lender's schedule of UCC filings set forth in Section 4(b) of the Payoff Letter and against the information provided by the Lender in response to the information requests described in Section 2 of the Drafting Instructions Memorandum. Any UCC filings identified in the search that are not attributable to the Lender (or to other secured parties that will be releasing their liens at closing) should be investigated and resolved prior to closing.

Attachment B: Schedule of Loan Documents

The following is a schedule of all Loan Documents to be terminated and released upon receipt of the Payoff Amount in full:

Instructional Note: This schedule should be comprehensive and should include all documents, instruments, and agreements entered into in connection with the Credit Agreement that create, evidence, or perfect any obligation of the Borrower or any lien or security interest in favor of the Lender. The deal team should review the defined term "Loan Documents" in the Credit Agreement to ensure that all such documents are captured. If any guarantees have been provided by subsidiaries of the Borrower, the guaranty agreements and any related collateral documents should be included.

Attachment C: Forms of UCC-3 Termination Statements

[Attach pre-prepared UCC-3 termination statement forms for Lender execution or authorization]

Instructional Note: One UCC-3 termination statement should be prepared for each UCC-1 financing statement identified in the UCC lien search results (Attachment A) and in the schedule set forth in Section 4(b) of the Payoff Letter. Each UCC-3 termination statement should accurately reflect the following information:

(a) The name of the debtor, exactly as it appears on the original UCC-1 financing statement;

(b) The name of the secured party of record, exactly as it appears on the original UCC-1 financing statement (taking into account any UCC-3 amendments assigning the secured party of record);

(d) The filing office in which the original UCC-1 financing statement was filed; and

(e) The type of amendment: termination (the filing is to be terminated in its entirety).

The deal team should review each UCC-3 termination statement carefully to ensure accuracy. Any discrepancies in the debtor name, secured party name, or file number may result in the termination statement being rejected by the filing office or being ineffective. Pre-prepared UCC-3 forms should be circulated to the Lender's counsel for review and approval prior to execution of the Payoff Letter. If the Lender will be filing the UCC-3 termination statements itself (rather than authorizing the Borrower to do so), the pre-prepared forms should be provided to the Lender for execution.

Attachment D: Form of General Lien Release Letter

[Attach form of general release and discharge letter to be executed by the Lender upon receipt of the Payoff Amount]

The general lien release letter should be substantially in the following form:

GENERAL RELEASE AND DISCHARGE

[Insert Date]

[Insert Borrower Name] [Insert Borrower Address]

Attention: [Insert name and title]

Re: General Release and Discharge — Credit Agreement dated [Insert date], by and between [Insert Borrower Name], as Borrower, and [Insert Lender Name], as Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")

Ladies and Gentlemen:

Reference is made to that certain Payoff Letter dated [Insert date] (the "Payoff Letter") issued by [Insert Lender Name] (the "Lender") in connection with the Credit Agreement described above. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement or the Payoff Letter, as applicable.

The Lender hereby confirms that it has received the Payoff Amount in full in immediately available funds in accordance with the terms of the Payoff Letter. In consideration of such payment, the Lender hereby:

(a) fully, finally, and irrevocably releases, discharges, and terminates all liens, security interests, pledges, assignments, and encumbrances of every kind and nature (whether arising under the Credit Agreement, the Loan Documents, or otherwise) heretofore granted by the Borrower or any of its subsidiaries to or in favor of the Lender in connection with the Credit Agreement and the Loan Documents, including without limitation all liens and security interests in the Collateral (as defined in the Credit Agreement);

(b) confirms that all Obligations of the Borrower and its subsidiaries under the Credit Agreement and the Loan Documents have been satisfied in full (other than surviving obligations as referenced in Section 5 of the Payoff Letter), and that the Credit Agreement and all commitments of the Lender thereunder have been irrevocably terminated;

(c) represents and warrants that the Lender has not assigned, pledged, hypothecated, or otherwise transferred any of its rights, interests, or claims under the Credit Agreement or any of the Loan Documents to any third party, and that the Lender has full power and authority to execute and deliver this General Release and Discharge; and

(d) agrees that no further obligations remain outstanding under the Credit Agreement or any of the Loan Documents (other than the surviving obligations referenced in Section 5 of the Payoff Letter), and that neither the Borrower nor any of its subsidiaries shall have any further liability to the Lender in connection therewith.

This General Release and Discharge 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.

[INSERT LENDER NAME]

By: ________

Name: [Insert]

Title: [Insert]

Date: ________

Instructional Note: The form of General Release and Discharge set forth above is a template and should be reviewed and adapted as necessary to address the specific circumstances of the transaction. The deal team should confirm with the Lender's counsel that the Lender is willing to execute and deliver the General Release and Discharge concurrently with or promptly following the closing. If the Lender requires modifications to the form, the deal team should negotiate such modifications and circulate a revised form for approval prior to the closing date.

[END OF DOCUMENT]

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP

Component	Amount
Outstanding Principal Balance	$[Insert]
Accrued and Unpaid Interest (through the Payoff Date)	$[Insert]
Accrued and Unpaid Fees (unused line/commitment fees)	$[Insert]
Accrued and Unpaid Fees (administrative agent fees)	$[Insert]
Accrued and Unpaid Fees (letter of credit fees, if any)	$[Insert]
Accrued and Unpaid Fees (other — specify: [Insert])	$[Insert]
Prepayment Premium / Early Termination Fee (if any)	$[Insert]
Breakage Costs (if any)	$[Insert]
Swap / Hedging Termination Amounts (if any)	$[Insert]
Other Amounts Due (specify: [Insert])	$[Insert]
Total Payoff Amount	$[Insert]
Filing Office	File Number	Date Filed	Secured Party of Record	Debtor
[Insert]	[Insert]	[Insert]	[Insert]	[Insert]
[Insert]	[Insert]	[Insert]	[Insert]	[Insert]
[Insert]	[Insert]	[Insert]	[Insert]	[Insert]
L/C Number	Beneficiary	Face Amount	Expiration Date	Disposition
[Insert]	[Insert]	$[Insert]	[Insert]	[Insert]
Document	Date	Parties
Credit Agreement	[Insert]	[Insert Borrower Name] and [Insert Lender Name]
Security Agreement	[Insert]	[Insert Borrower Name] and [Insert Lender Name]
Guaranty	[Insert]	[Insert Guarantor Name(s)] in favor of [Insert Lender Name]
Pledge Agreement	[Insert]	[Insert Borrower Name] and [Insert Lender Name]
Deposit Account Control Agreement	[Insert]	[Insert Borrower Name], [Insert Lender Name], and [Insert Depository Bank Name]
Deposit Account Control Agreement	[Insert]	[Insert Borrower Name], [Insert Lender Name], and [Insert Depository Bank Name]

Intellectual Property Security Agreement	[Insert]	[Insert Borrower Name] and [Insert Lender Name]
[Insert additional Loan Documents as applicable]	[Insert]	[Insert]

PAYOFF LETTER
FORM AND DRAFTING INSTRUCTIONS
Prepared by Calderwood & Harkness LLP
Template for Use in Connection with Revolving Credit Facility Payoff Lender: Velthorn Commerce Bank, N.A.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document contains attorney work product and is protected by the attorney-client privilege. It is intended solely for the use of the addressees identified herein and members of the deal team. Do not distribute, copy, or disclose this document or any portion thereof without the prior written consent of Calderwood & Harkness LLP.
PART ONE
INTERNAL DRAFTING INSTRUCTIONS MEMORANDUM
MEMORANDUM
FROM: [Insert name of responsible attorney]
TO: [Insert deal team members]
DATE: [Insert date]
RE: Drafting Instructions — Payoff Letter for [Insert Target Company Name]'s Revolving Credit Facility with [Insert Lender Name]
CLIENT/MATTER NO.: [Insert]
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 credit facility (the "Revolving Credit Facility") with [Insert Lender Name] (the "Lender"), pursuant to the terms of that certain Credit Agreement dated as of [Insert date] (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"). It is a condition to the closing of the business combination that the Revolving Credit Facility be repaid in full and that all liens and security interests securing the obligations thereunder be released and terminated at or immediately following the closing.
The payoff letter will be issued by the Lender and will serve as the definitive statement of the amounts required to satisfy in full all outstanding obligations under the Credit Agreement and related loan documents. Specifically, the payoff letter will set forth:
(a) the total payoff amount as of the anticipated closing date, inclusive of all principal, accrued and unpaid interest, fees, premiums, breakage costs, and other amounts owing under the Credit Agreement and the related loan documents;
(b) a per diem interest accrual amount, permitting calculation of the total payoff amount in the event the actual closing date occurs after the stated payoff date;
(c) wire transfer instructions for remitting the payoff funds to the Lender (or the administrative agent on behalf of the Lender) in immediately available funds;
(d) the Lender's irrevocable agreement to release all liens, security interests, pledges, and encumbrances granted in connection with the Credit Agreement and the related loan documents upon receipt of the payoff amount in full; and
(e) the Lender's agreement to deliver, or to authorize the Borrower (or its counsel) to file, UCC-3 termination statements and all other lien release documentation necessary to evidence the discharge and termination of the Lender's security interests.
The payoff will be funded from the trust account proceeds at the closing of the business combination. Accordingly, the payoff amount must be precisely determined and reflected as a line item in the closing funds flow memorandum. The paying agent or trust custodian will be instructed to wire the payoff amount directly to the Lender in accordance with the wire instructions set forth in the payoff letter, contemporaneously with the other disbursements from the trust account on the closing date.
The attached form of payoff letter (Part Two of this document) should be circulated to the Lender's counsel for review and negotiation as soon as practicable. The deal team should request that the Lender return a completed and executed version of the payoff letter no later than [Insert number] business days prior to the anticipated closing date, in order to allow sufficient time for the deal team to verify the payoff calculations, confirm the wire instructions, update the closing funds flow, and coordinate with the trust custodian and SPAC counsel. Failure to obtain a timely and fully executed payoff letter may result in a delay to the closing, and the deal team should treat this workstream as a critical path item.
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 separate written communication. These items are essential to the accurate calculation of the payoff amount and the orderly release of all liens and security interests at closing:
(a) Outstanding Principal Balance. Confirm the exact outstanding principal balance under the Revolving Credit Facility as of a recent date (no more than five business days prior to the anticipated closing date, if practicable). Identify whether the outstanding principal includes any amounts drawn but not yet settled, and clarify whether any principal repayments are scheduled or pending between the date of the payoff letter and the anticipated closing date.
(b) Accrued and Unpaid Interest. Confirm the amount of accrued and unpaid interest through the anticipated payoff date. This should include interest at the applicable rate(s) under the Credit Agreement, including any default interest if applicable. Identify the interest rate basis (e.g., SOFR plus applicable margin, prime rate, etc.) and the applicable interest period(s).
(c) Prepayment Premiums, Breakage Costs, or Early Termination Fees. Confirm whether any prepayment premium, yield maintenance payment, make-whole amount, breakage cost, or early termination fee is applicable under the Credit Agreement in connection with the proposed prepayment. If so, request that the Lender provide a detailed calculation of such amounts, including the methodology and any underlying assumptions. Review the relevant provisions of the Credit Agreement carefully to confirm the Lender's calculation.
(d) Outstanding Fees. Confirm the amount of any outstanding fees, including without limitation unused line fees (or commitment fees), administrative agent fees, letter of credit fees, fronting fees, participation fees, and any other fees that are accrued but unpaid as of the anticipated payoff date. Request an itemized breakdown of each category of fee.
(e) Per Diem Interest Rate. Confirm the per diem interest rate (expressed as a dollar amount per day) that will apply for purposes of calculating interest accrual beyond the stated payoff date. This per diem amount should be set forth in the payoff letter itself and should be calculated at the applicable contractual rate under the Credit Agreement.
(f) Outstanding Letters of Credit. Confirm whether any letters of credit are outstanding under the Revolving Credit Facility as of the anticipated closing date. If so, determine the aggregate undrawn face amount of all outstanding letters of credit and confirm the Lender's requirements for the treatment of such letters of credit at closing, including whether cash collateral must be posted, a backstop letter of credit must be issued by a replacement bank, or the letters of credit must be returned and cancelled. The payoff letter should address the disposition of all outstanding letters of credit.
(g) Swap or Hedging Obligations. Confirm whether any swap agreements, hedging arrangements, or other derivative contracts have been entered into between the Borrower and the Lender (or any of its affiliates) in connection with the Credit Agreement. If so, determine the mark-to-market termination value of such arrangements as of the anticipated closing date and confirm whether such amounts are included in the payoff amount or must be settled separately.
(h) Wire Transfer Instructions. Obtain detailed wire transfer instructions for remitting the payoff amount to the Lender, including the following: bank name, ABA routing number, account name, account number, and reference or attention line. Verify the wire instructions directly with the Lender's treasury or operations department to guard against fraud or misdirection.
(i) UCC Financing Statements. Request from the Lender a complete list of all UCC-1 financing statements (and any amendments or continuations thereof) filed in connection with the Credit Agreement, identifying the filing office, file number, date of filing, secured party of record, and debtor name. Cross-reference this list against the results of the independent UCC lien search to be conducted by the deal team (see Section 3 below).
(j) Other Liens, Pledges, or Security Interests. Request from the Lender a complete list of all other liens, pledges, security interests, or encumbrances granted by the Borrower or any of its subsidiaries in connection with the Credit Agreement and the related loan documents, including without limitation: deposit account control agreements (DACAs), landlord waivers or landlord lien subordination agreements, intellectual property security agreements (whether filed with the United States Patent and Trademark Office, the United States Copyright Office, or otherwise), stock pledge agreements, equity interest pledge agreements, mortgages or deeds of trust, and any other collateral documents.
(k) Lender Contact Information. Obtain the name, title, direct telephone number, and email address of the individual(s) at the Lender who will be responsible for coordinating the payoff on the closing date, including the individual(s) who will be available to confirm receipt of the wire transfer and authorize the release of liens.
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 Termination Statements. The payoff letter must require the Lender to deliver, or to authorize the Borrower (or its counsel) to file, UCC-3 termination statements for all UCC-1 financing statements filed in connection with the Credit Agreement and the related loan documents. The UCC-3 termination statements should terminate each UCC-1 financing statement in its entirety (i.e., not merely amend or partially release the filing). The payoff letter should include a schedule identifying each UCC-1 financing statement to be terminated, with reference to the filing office, file number, date of filing, secured party of record, and debtor name.
Independent UCC Lien Search. Prior to finalizing the payoff letter, the deal team should commission a UCC lien search against the Borrower in all relevant jurisdictions. At a minimum, the search should be conducted in: (i) the state of the Borrower's incorporation or organization (which is typically the state in which UCC financing statements are filed as to general intangibles and most other personal property), and (ii) any state in which the Borrower maintains its chief executive office, offices, or significant tangible assets (to the extent relevant under applicable UCC provisions). The results of the UCC lien search should be attached to the payoff letter as Attachment A. Any discrepancies between the lien search results and the Lender's list of UCC-1 financing statements should be promptly raised with the Lender's counsel and resolved prior to closing.
Lien Release Alternatives. The payoff letter should provide for one or both of the following lien release mechanisms:
(a) Lender Filing. The Lender agrees to file UCC-3 termination statements with the applicable filing offices within a specified number of business days (typically five to ten business days) after receipt of the payoff amount in full. If this approach is used, the deal team should confirm that the Lender has the operational capability and willingness to make such filings promptly and should include a covenant in the payoff letter obligating the Lender to do so.
(b) Borrower Authorization. The Lender authorizes the Borrower (or its counsel) to file UCC-3 termination statements on the Lender's behalf. This approach is generally preferable from the Borrower's perspective, as it gives the Borrower (and the acquiring entity) direct control over the filing process and eliminates the risk of delay or administrative error on the part of the Lender. If this approach is used, the payoff letter should include an express authorization from the Lender, and pre-prepared UCC-3 termination statements should be attached to the payoff letter for the Lender's review and approval (see Attachment C).
Other Security Interests. In addition to UCC-3 termination statements, the payoff letter should address the release and termination of all other security interests granted in connection with the Credit Agreement, including without limitation:
(a) Deposit Account Control Agreements (DACAs). If the Borrower has entered into any DACAs in favor of the Lender, the payoff letter should require the Lender to deliver termination notices to the relevant depository banks, or to authorize the Borrower to deliver such notices, promptly following receipt of the payoff amount.
(b) intellectual Property Security Agreements. If any security interests in the Borrower's patents, trademarks, or copyrights have been recorded with the United States Patent and Trademark Office or the United States Copyright Office, the payoff letter should require the Lender to execute and deliver recordable termination documents for filing with the applicable office.
(c) Landlord Waivers. If any landlord lien waivers or subordination agreements have been delivered in connection with the Credit Agreement, the payoff letter should confirm that such arrangements will terminate automatically upon repayment in full and release of the Lender's security interests.
(d) Physical Collateral. If the Lender holds any physical collateral (e.g., stock certificates, promissory notes, instruments, or chattel paper), the payoff letter should require the Lender to return such collateral to the Borrower (or its counsel) promptly following receipt of the payoff amount.
General Lien Release Letter. In addition to the specific lien release provisions described above, the deal team should request that the Lender execute and deliver a general lien release letter (substantially in the form attached as Attachment D) concurrently with or promptly following the closing. The general lien release letter should provide a comprehensive release and discharge of all liens, claims, and security interests held by the Lender in connection with the Credit Agreement and the related loan documents, and should be in form and substance reasonably satisfactory to the Borrower and the acquiring entity.
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 Combination Agreement likely require, as a condition to the obligations of the SPAC (the acquiring entity), that all outstanding indebtedness of the Target be repaid in full at or prior to closing and that all related liens be released. The executed payoff letter serves as evidence that this condition has been satisfied. The deal team should confirm that the payoff letter is cross-referenced in the closing checklist under the applicable condition(s) and that the status of the payoff letter is tracked through completion.
Trust Disbursement Coordination. The payoff amount will be funded from the proceeds of the trust account established in connection with the SPAC's initial public offering. The paying agent or trust custodian will disburse funds from the trust account on the closing date in accordance with the closing funds flow memorandum. The payoff amount must be included as a designated line item in the closing funds flow, with the wire transfer instructions from the payoff letter reflected in the disbursement schedule. The deal team should coordinate with SPAC counsel to ensure that: (i) the trust custodian receives timely and accurate instructions regarding the payoff wire, (ii) the payoff wire is scheduled to be sent no later than the wire transfer deadline specified in the payoff letter (typically 2:00 p.m. Eastern Time), and (iii) the trust custodian confirms execution of the wire on the closing date.
Officer's Certificate. The officer's certificate to be delivered by the Target at closing (whether as a condition to closing or as a closing deliverable) should include a confirmation that the Revolving Credit Facility has been or is being repaid in full at closing and that the Credit Agreement and all related commitments are being terminated concurrently with such repayment. The deal team should coordinate with the Target's management and counsel to ensure that the officer's certificate includes appropriate language to this effect.
Bring-Down Due Diligence. The bring-down due diligence memorandum, which is typically prepared in the days immediately preceding closing, should include a confirmation of the outstanding balance under the Revolving Credit Facility as of the most recent practicable date and a confirmation that no defaults or events of default exist under the Credit Agreement. The deal team should request from the Target (or directly from the Lender, if appropriate) a compliance certificate or similar written confirmation to support this bring-down. Any discrepancy between the bring-down balance and the payoff amount stated in the payoff letter should be immediately investigated and resolved.
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 closing date. The form includes a tabular format for the itemized payoff components. The deal team should verify each line item against the terms of the Credit Agreement and the Borrower's records. In particular, the deal team should confirm whether any prepayment premium or early termination fee applies and, if so, the correct calculation methodology. The payoff amount should include a "good-through date" — that is, the date through which the stated payoff amount remains valid without adjustment. The per diem clause provides for daily interest accrual beyond the stated payoff date, enabling the parties to calculate the adjusted payoff amount if closing occurs after the stated payoff date but before the good-through date.
(b) Adaptation to Credit Agreement Terms. The form contains standard provisions that are generally appropriate for a senior secured revolving credit facility. However, the form should be adapted as necessary to reflect the specific terms and conditions of the Target's Credit Agreement. For example, if the Credit Agreement includes a term loan component in addition to the revolving facility, the payoff letter should address the repayment of both components. Similarly, if the Credit Agreement includes a guarantee by one or more subsidiaries of the Borrower, the payoff letter should address the release of the guarantors' obligations.
(c) Bracketed and Placeholder Language. All bracketed and placeholder language in the form (indicated by "[Insert]" or similar notation) must be completed by the Lender prior to execution. The deal team should prepare a cover letter or transmittal memorandum to accompany the form when it is circulated to the Lender's counsel, identifying the specific items that require completion by the Lender.
(d) Addressee and Acknowledgment. The payoff letter should be addressed to the Borrower and should be issued by the Lender (or, if the Credit Agreement involves a syndicate of lenders, the administrative agent on behalf of the lenders). If the administrative agent is a separate entity from the lender(s), the form should be modified to include the administrative agent as the issuing party and to include an appropriate authorization from the requisite lenders (if required under the Credit Agreement). The Borrower should acknowledge and agree to the terms of the payoff letter by executing the acknowledgment block at the end of the form.
(e) Condition to Closing. The executed payoff letter should be a condition to the closing of the business combination and should be included as a closing deliverable on the closing checklist. The deal team should confirm that the Business Combination Agreement (or the ancillary closing documentation) requires delivery of the executed payoff letter as a condition to closing.
PART TWO
FORM OF PAYOFF LETTER
[DRAFTING NOTE: The following is a blank form of payoff letter to be completed by the Lender and returned to the Borrower and its counsel for execution. All bracketed fields must be completed prior to execution. This form should be printed on the Lender's letterhead.]
[Insert Lender Name] [Insert Lender Address Line 1] [Insert Lender Address Line 2] [Insert Lender City, State, Zip Code]
[Insert Date]
[Insert Borrower Name] [Insert Borrower Address Line 1] [Insert Borrower Address Line 2] [Insert Borrower City, State, Zip Code]
Attention: [Insert name and title of Borrower contact]
cc: [Insert Borrower's Counsel Name] [Insert Borrower's Counsel Address Line 1] [Insert Borrower's Counsel Address Line 2] [Insert Borrower's Counsel City, State, Zip Code]
[Insert Acquiror's Counsel Name] [Insert Acquiror's Counsel Address Line 1] [Insert Acquiror's Counsel Address Line 2] [Insert Acquiror's Counsel City, State, Zip Code]
Re: Payoff Letter — Credit Agreement dated [Insert date], by and between [Insert Borrower Name], as Borrower, and [Insert Lender Name], as Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")
Ladies and Gentlemen:
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 entity, e.g., national banking association] (the "Lender"), pursuant to which the Lender has extended to the Borrower a revolving credit facility in the aggregate committed amount of $[Insert committed amount] (the "Revolving Credit Facility").
The Borrower has requested that the Lender provide this payoff letter (this "Payoff Letter") in connection with the Borrower's proposed repayment in full of all Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement and the related Loan Documents (as defined in the Credit Agreement) and the termination of all commitments of the Lender under the Credit Agreement, including without limitation the Revolving Commitment (as defined in the Credit Agreement).
Capitalized terms used but not defined in this Payoff Letter shall have the meanings ascribed to such terms in the Credit Agreement.
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 available funds on the Payoff Date. If the Payoff Amount is not received by the Lender in immediately available funds on the Payoff Date, interest shall continue to accrue on the outstanding principal balance at the applicable contract rate under the Credit Agreement in the amount of $[Insert] per day (the "Per Diem Amount") for each day after the Payoff Date until the date on which the Payoff Amount (as adjusted for such additional accrued interest) is received in full in immediately available funds by the Lender. In the event of any delay beyond the Payoff Date, the total amount required to satisfy the Obligations in full shall equal the Payoff Amount set forth above plus the Per Diem Amount multiplied by the number of calendar days elapsed between the Payoff Date and the date of actual receipt of payment.
The Payoff Amount set forth in this Payoff Letter is valid through [Insert good-through date] (the "Good-Through Date"). If payment in full is not received by the Lender on or before the Good-Through Date, this Payoff Letter shall expire and a revised payoff letter must be obtained from the Lender reflecting updated payoff calculations. The Lender shall have no obligation to honor the Payoff Amount set forth herein after the Good-Through Date.
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 by the Lender in immediately available funds no later than [Insert time, e.g., 2:00 p.m. Eastern Time] on the Payoff Date (or such later date as may be applicable, subject to adjustment by the Per Diem Amount as described in Section 2 above). Any wire transfer received after [Insert time] on a given business day may not be credited until the following business day, and interest shall continue to accrue until the date on which the Payoff Amount is credited to the Lender's account in immediately available funds.
The Borrower shall provide the Lender with written notice (which may be delivered by email to [Insert Lender contact email address]) of the anticipated wire transfer at least [Insert number] business day(s) prior to the Payoff Date, confirming the date and approximate time of the anticipated wire transfer. On the date of the wire transfer, the Borrower (or its counsel) shall provide the Lender with a copy of the wire transfer confirmation or Federal Reference Number promptly following initiation of the wire.
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 to the Credit Agreement and all related Loan Documents, including without limitation all Liens granted under or evidenced by the following documents (collectively, the "Security Documents"):
(i) Security Agreement, dated as of [Insert], by and between the Borrower and the Lender;
(ii) Pledge Agreement, dated as of [Insert], by and between the Borrower and the Lender;
(iii) Deposit Account Control Agreement(s), dated as of [Insert], by and among the Borrower, the Lender, and [Insert depository bank name(s)];
(iv) intellectual Property Security Agreement, dated as of [Insert], by and between the Borrower and the Lender;
(v) [Insert any additional Security Documents, e.g., Guaranty, Mortgage, etc.]; and
(vi) any and all other documents, instruments, or agreements granting or evidencing Liens in favor of the Lender in connection with the Credit Agreement and the Loan Documents.
(b) UCC-3 Termination Statements. The Lender hereby authorizes the Borrower (or its counsel) to file UCC-3 termination statements (in the forms attached hereto as Attachment C, or in such other form as may be required by the applicable filing office) terminating the following UCC-1 financing statements (and any amendments, continuations, or assignments thereof) filed in connection with the Credit Agreement and the Loan Documents:
[DRAFTING NOTE: Additional rows should be added as necessary to include all UCC-1 financing statements identified in the UCC lien search results. Cross-reference Attachment A.]
The foregoing authorization is irrevocable and shall survive the termination of the Credit Agreement. In addition to, or in lieu of, the Borrower's filing of such termination statements, the Lender agrees, at the Borrower's written request, to file such UCC-3 termination statements within [Insert number, e.g., five (5)] business days following receipt of the Payoff Amount in full.
(c) Additional Release Documentation. At the Borrower's request and expense, the Lender shall promptly execute and deliver any additional documents, instruments, or agreements reasonably necessary or desirable to evidence the release and termination of the Lender's Liens and security interests, including without limitation:
(i) UCC-3 termination statements (to the extent not covered by subsection (b) above);
(ii) terminations or releases of any intellectual property security interests filed with the United States Patent and Trademark Office or the United States Copyright Office, in recordable form;
(iii) termination notices with respect to any deposit account control agreements, in form and substance sufficient to release the Lender's control over the applicable deposit accounts;
(iv) releases or discharges of any mortgages, deeds of trust, or other real property Liens (if applicable);
(v) releases of any landlord lien waivers, bailee letters, or similar arrangements; and
(vi) such other instruments, certificates, or documents as the Borrower or its counsel may reasonably request to evidence the full release and termination of the Lender's Liens and security interests.
(d) Return of Collateral. Promptly following receipt of the Payoff Amount in full (and in any event within [Insert number, e.g., five (5)] business days thereafter), the Lender shall deliver to the Borrower (or its counsel, at the address set forth above or as otherwise directed in writing by the Borrower) any and all stock certificates, promissory notes, instruments, chattel paper, or other tangible collateral held by the Lender in connection with the Credit Agreement and the Loan Documents.
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 Lender under the Credit Agreement or any of the Loan Documents, except for those obligations that by their express terms survive the termination of the Credit Agreement, including without limitation:
(a) the Borrower's indemnification obligations under Section [Insert] of the Credit Agreement;
(b) the Borrower's expense reimbursement obligations under Section [Insert] of the Credit Agreement; and
(c) any other obligations expressly stated in the Credit Agreement to survive termination thereof.
With respect to any outstanding letters of credit issued under the Credit Agreement, the Lender confirms that, as of the date hereof: [Insert one of the following, as applicable]:
[Alternative 1 — No Letters of Credit Outstanding]: No letters of credit are outstanding under the Credit Agreement as of the date hereof, and no further action is required with respect to letters of credit in connection with the payoff.
[Alternative 2 — Letters of Credit Outstanding]: The following letters of credit are outstanding under the Credit Agreement as of the date hereof:
[DRAFTING NOTE: If letters of credit are outstanding, insert a table identifying each letter of credit by letter of credit number, beneficiary, face amount, and expiration date. Include the agreed-upon disposition of each letter of credit (e.g., cash collateralization, replacement, return and cancellation).]
Such outstanding letters of credit shall be [cash collateralized in the amount of [Insert]% of the aggregate undrawn face amount thereof / returned and cancelled / backstopped by a replacement letter of credit issued by [Insert replacement issuing bank]] as follows: [Insert applicable provisions].
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) No default or event of default exists under the Credit Agreement as of the date hereof.
[DRAFTING NOTE: If the Lender is unwilling to make the confirmation in clause (b) above, consider whether a modified formulation is acceptable — for example, a confirmation that, to the Lender's knowledge, no default or event of default exists. Alternatively, the Borrower may provide a separate representation regarding the absence of defaults in the officer's certificate delivered at closing. Discuss with the deal team and resolve prior to execution.]
(c) No offsets, counterclaims, or defenses exist in favor of the Lender against the release of Liens and security interests contemplated by this Payoff Letter, and the Lender has not assigned, pledged, or otherwise transferred any of its rights under the Credit Agreement or the Loan Documents to any third party (other than as disclosed in writing to the Borrower).
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 [Insert parties] (the "Business Combination Agreement"), and for all purposes related to the repayment in full of the Obligations, the termination of the Credit Agreement, and the release of the Lender's Liens and security interests as described herein.
This Payoff Letter may be relied upon by the Borrower, the Acquiror, and their respective affiliates, successors, assigns, and counsel. The Lender acknowledges that the Borrower and the Acquiror will be relying on the accuracy and completeness of the information set forth in this Payoff Letter in connection with the consummation of the transactions contemplated by the Business Combination Agreement, including the disbursement of funds from the trust account established in connection with the Acquiror's initial public offering.
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 be effective as delivery of a manually executed counterpart of this Payoff Letter.
[Remainder of this page intentionally left blank; signature pages follow.]
SIGNATURE PAGE TO PAYOFF LETTER
Very truly yours,
[INSERT LENDER NAME]
By: ________
Name: [Insert]
Title: [Insert]
Date: [Insert]
ACKNOWLEDGMENT AND AGREEMENT
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms that it will remit the Payoff Amount (as adjusted for any applicable Per Diem Amount) to the Lender in accordance with the wire transfer instructions set forth in Section 3 above on or before the Good-Through Date.
ACKNOWLEDGED AND AGREED:
[INSERT BORROWER NAME]
By: ________
Name: [Insert]
Title: [Insert]
Date: [Insert]
APPENDICES AND ATTACHMENTS
Attachment A: UCC Search Results
[Attach copies of UCC lien search results from relevant jurisdictions]
Instructional Note: UCC lien searches should be conducted against the Borrower (using the Borrower's exact legal name as it appears on its organizational documents) in the following jurisdictions, at a minimum:
(a) The state of the Borrower's incorporation or organization (typically, this is the jurisdiction in which UCC-1 financing statements are filed as to most categories of personal property collateral);
(b) Each state in which the Borrower maintains its chief executive office, principal place of business, or any other office or facility; and
(c) Each state in which the Borrower maintains significant tangible assets (e.g., inventory, equipment) to the extent such filings may be relevant under applicable law.
Searches should be run no earlier than [Insert number] business days prior to the anticipated closing date. The deal team should compare the results of the lien search against the Lender's schedule of UCC filings set forth in Section 4(b) of the Payoff Letter and against the information provided by the Lender in response to the information requests described in Section 2 of the Drafting Instructions Memorandum. Any UCC filings identified in the search that are not attributable to the Lender (or to other secured parties that will be releasing their liens at closing) should be investigated and resolved prior to closing.
Attachment B: Schedule of Loan Documents
The following is a schedule of all Loan Documents to be terminated and released upon receipt of the Payoff Amount in full:
Instructional Note: This schedule should be comprehensive and should include all documents, instruments, and agreements entered into in connection with the Credit Agreement that create, evidence, or perfect any obligation of the Borrower or any lien or security interest in favor of the Lender. The deal team should review the defined term "Loan Documents" in the Credit Agreement to ensure that all such documents are captured. If any guarantees have been provided by subsidiaries of the Borrower, the guaranty agreements and any related collateral documents should be included.
Attachment C: Forms of UCC-3 Termination Statements
[Attach pre-prepared UCC-3 termination statement forms for Lender execution or authorization]
Instructional Note: One UCC-3 termination statement should be prepared for each UCC-1 financing statement identified in the UCC lien search results (Attachment A) and in the schedule set forth in Section 4(b) of the Payoff Letter. Each UCC-3 termination statement should accurately reflect the following information:
(a) The name of the debtor, exactly as it appears on the original UCC-1 financing statement;
(b) The name of the secured party of record, exactly as it appears on the original UCC-1 financing statement (taking into account any UCC-3 amendments assigning the secured party of record);
(c) The file number of the original UCC-1 financing statement being terminated;
(d) The filing office in which the original UCC-1 financing statement was filed; and
(e) The type of amendment: termination (the filing is to be terminated in its entirety).
The deal team should review each UCC-3 termination statement carefully to ensure accuracy. Any discrepancies in the debtor name, secured party name, or file number may result in the termination statement being rejected by the filing office or being ineffective. Pre-prepared UCC-3 forms should be circulated to the Lender's counsel for review and approval prior to execution of the Payoff Letter. If the Lender will be filing the UCC-3 termination statements itself (rather than authorizing the Borrower to do so), the pre-prepared forms should be provided to the Lender for execution.
Attachment D: Form of General Lien Release Letter
[Attach form of general release and discharge letter to be executed by the Lender upon receipt of the Payoff Amount]
The general lien release letter should be substantially in the following form:
GENERAL RELEASE AND DISCHARGE
[Insert Date]
[Insert Borrower Name] [Insert Borrower Address]
Attention: [Insert name and title]
Re: General Release and Discharge — Credit Agreement dated [Insert date], by and between [Insert Borrower Name], as Borrower, and [Insert Lender Name], as Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")
Ladies and Gentlemen:
Reference is made to that certain Payoff Letter dated [Insert date] (the "Payoff Letter") issued by [Insert Lender Name] (the "Lender") in connection with the Credit Agreement described above. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement or the Payoff Letter, as applicable.
The Lender hereby confirms that it has received the Payoff Amount in full in immediately available funds in accordance with the terms of the Payoff Letter. In consideration of such payment, the Lender hereby:
(a) fully, finally, and irrevocably releases, discharges, and terminates all liens, security interests, pledges, assignments, and encumbrances of every kind and nature (whether arising under the Credit Agreement, the Loan Documents, or otherwise) heretofore granted by the Borrower or any of its subsidiaries to or in favor of the Lender in connection with the Credit Agreement and the Loan Documents, including without limitation all liens and security interests in the Collateral (as defined in the Credit Agreement);
(b) confirms that all Obligations of the Borrower and its subsidiaries under the Credit Agreement and the Loan Documents have been satisfied in full (other than surviving obligations as referenced in Section 5 of the Payoff Letter), and that the Credit Agreement and all commitments of the Lender thereunder have been irrevocably terminated;
(c) represents and warrants that the Lender has not assigned, pledged, hypothecated, or otherwise transferred any of its rights, interests, or claims under the Credit Agreement or any of the Loan Documents to any third party, and that the Lender has full power and authority to execute and deliver this General Release and Discharge; and
(d) agrees that no further obligations remain outstanding under the Credit Agreement or any of the Loan Documents (other than the surviving obligations referenced in Section 5 of the Payoff Letter), and that neither the Borrower nor any of its subsidiaries shall have any further liability to the Lender in connection therewith.
This General Release and Discharge 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.
[INSERT LENDER NAME]
By: ________
Name: [Insert]
Title: [Insert]
Date: ________
Instructional Note: The form of General Release and Discharge set forth above is a template and should be reviewed and adapted as necessary to address the specific circumstances of the transaction. The deal team should confirm with the Lender's counsel that the Lender is willing to execute and deliver the General Release and Discharge concurrently with or promptly following the closing. If the Lender requires modifications to the form, the deal team should negotiate such modifications and circulate a revised form for approval prior to the closing date.
[END OF DOCUMENT]
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED Calderwood & Harkness LLP
Component | Amount
Outstanding Principal Balance | $[Insert]
Accrued and Unpaid Interest (through the Payoff Date) | $[Insert]
Accrued and Unpaid Fees (unused line/commitment fees) | $[Insert]
Accrued and Unpaid Fees (administrative agent fees) | $[Insert]
Accrued and Unpaid Fees (letter of credit fees, if any) | $[Insert]
Accrued and Unpaid Fees (other — specify: [Insert]) | $[Insert]
Prepayment Premium / Early Termination Fee (if any) | $[Insert]
Breakage Costs (if any) | $[Insert]
Swap / Hedging Termination Amounts (if any) | $[Insert]
Other Amounts Due (specify: [Insert]) | $[Insert]
Total Payoff Amount | $[Insert]
Filing Office | File Number | Date Filed | Secured Party of Record | Debtor
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
L/C Number | Beneficiary | Face Amount | Expiration Date | Disposition
[Insert] | [Insert] | $[Insert] | [Insert] | [Insert]
Document | Date | Parties
Credit Agreement | [Insert] | [Insert Borrower Name] and [Insert Lender Name]
Security Agreement | [Insert] | [Insert Borrower Name] and [Insert Lender Name]
Guaranty | [Insert] | [Insert Guarantor Name(s)] in favor of [Insert Lender Name]
Pledge Agreement | [Insert] | [Insert Borrower Name] and [Insert Lender Name]
Deposit Account Control Agreement | [Insert] | [Insert Borrower Name], [Insert Lender Name], and [Insert Depository Bank Name]
Deposit Account Control Agreement | [Insert] | [Insert Borrower Name], [Insert Lender Name], and [Insert Depository Bank Name]
Intellectual Property Security Agreement | [Insert] | [Insert Borrower Name] and [Insert Lender Name]
[Insert additional Loan Documents as applicable] | [Insert] | [Insert]

PAYOFF LETTER

FORM AND DRAFTING INSTRUCTIONS

PART ONE

INTERNAL DRAFTING INSTRUCTIONS MEMORANDUM

MEMORANDUM

PART TWO

FORM OF PAYOFF LETTER

SIGNATURE PAGE TO PAYOFF LETTER

ACKNOWLEDGMENT AND AGREEMENT

ACKNOWLEDGED AND AGREED:

APPENDICES AND ATTACHMENTS

GENERAL RELEASE AND DISCHARGE

Record

Parties

Dates

Amounts