Exhibit (b)

 

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Such excluded information has been marked with “[***]”.

 

 

Indicative Summary Term Sheet

For Discussion Purposes only

 

BORROWER NewCo Acquisition, thereof (collectively, “Borrower”)
   
BORROWER Zodiac Partners II LLC
   
LENDER Eclipse Business Capital LLC or one of its affiliates. (“EBC”)
   
SENIOR SECURED CREDIT FACILITY Up to a $75,000,000 Revolving Credit Facility
   
BORROWING BASE AVAILABILITY Up to [***]% of eligible credit card receivables and up to [***]% of the net orderly liquidation value of Borrower’s eligible inventory. Typical eligibility criteria for a secured credit facility would apply.
   
TERM 36 Months
   
USE OF PROCEEDS The proceeds will be used to finance the acquisition of a retail company, provide working capital, fund capital expenditures and for general corporate purposes.
   
INTEREST RATE For all loans, absent a default, 1-month Adjusted Term SOFR ([***]% Floor) plus the Applicable Margin.
   
APPLICABLE MARGIN Adjusted Term SOFR plus [***]% (360-day year)
   
FEES

A Closing Fee of [***] of the Revolving Credit Facility, which shall be treated as an original issue discount.

 

Unused Facility Fee of 0.[***]% of the unused portion of the Revolving Credit Facility.

 

Collateral Monitoring Fee of [***] of the used portion of the Revolving Credit Facility for each month, or part thereof, payable monthly.

 

Prepayment premium, of [***]% in the first year, [***]% in the second year and [***]% in the third year.

   
DEFAULT RATE Default interest at [***]% above the rate otherwise applicable.
   
SECURITY Fully perfected first priority security interest in all existing and after-acquired assets of Borrower. All collateral would be free and clear of other liens, claims and encumbrances, except permitted liens and encumbrances reasonably acceptable to EBC.

 

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