Vyaire - Notice of Filing Redacted Fee Letters

Summary

The Debtors file a Notice of Filing of Redacted DIP Fee Letters (Doc 46, filed 06/10/24, Case No. 24-11217 (BLS)), referring to Docket Nos. 12, 35, & 45. It states that on June 10, 2024 the Debtors filed the DIP Motion [Docket No. 12], filed the Fee Letters under seal at Docket No. 35, and filed a Motion to Seal [Docket No. 45]. Exhibit A attaches the proposed redacted versions of the Fee Letters, including a Jefferies fee letter in which Jefferies agrees to use commercially reasonable efforts to front $45,000,000.00 of DIP Term Loans, and a Wilmington Savings Fund Society, FSB fee letter on the Administrative Agent fees. The signature block carries /s/ Patrick J. Reilley, dated June 10, 2024.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1
)
Case No. 24-11217 (BLS)
)
Debtors.
)
(Joint Administration Requested)
)
)
Re: Docket Nos. 12, 35, & 45
NOTICE OF FILING OF REDACTED DIP FEE LETTERS
PLEASE TAKE NOTICE that, on June 10, 2024, the above-captioned debtors and
debtors in possession (the “Debtors”) filed the Motion of Debtors for Entry of Interim and Final
Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Utilize Cash
Collateral, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting
Adequate Protection to Prepetition Secured Parties, (IV) Modifying the Automatic Stay, (V)
Scheduling a Final Hearing, and (VI) Granting Related Relief [Docket No. 12] (the (“DIP
Motion”).2  The DIP Motion references various fee letters by and between the DIP Borrowers and
the DIP Agent, regarding fees in connection with the DIP Facility (the “Fee Letters”).
PLEASE TAKE FURTHER NOTICE that, on June 10, 2024, the Debtors filed the Fee
Letters under seal at Docket No. 35 and filed the Motion of Debtors for Entry of an Order
1
The last four digits of Debtor Vyaire medical, Inc.’s federal tax identification number are 6495.  A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained
on
the
website
of
the
Debtors’
proposed
claims
and
noticing
agent
at
https://omniagentsolutions.com/Vyaire.  The location of Debtor Vyaire Medical, Inc.’s principal place of business
and the Debtors’ service address in these chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa,
Illinois, USA 60045.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the DIP
Motion.
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 1 of 9

2
Authorizing the Debtors to File Under Seal the Fee Letters Related to the DIP Facility [Docket
No. 45] (the “Motion to Seal”).
PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit A, is the proposed
redacted versions of the Fee Letters referenced in the Motion to Seal.
Dated: June 10, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C.
KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (DE Bar No. 4451)
KIRKLAND & ELLIS INTERNATIONAL LLP
500 Delaware Avenue, Suite 1410
Joshua A. Sussberg, P.C. (pro hac vice admission pending)
Wilmington, Delaware 19801
601 Lexington Ave
Telephone:
(302) 652-3131
New York, New York 10022
Facsimile:
(302) 652-3117
Telephone:
(212) 446-4800
Email:
preilley@coleschotz.com
Facsimile:
(212) 446-4900
Email:
joshua.sussberg@kirkland.com
- and -
- and -
Michael D. Sirota, Esq. (pro hac vice admission pending)
Warren A. Usatine, Esq (pro hac vice admission pending)
Spencer A. Winters, P.C. (pro hac vice admission pending)
Court Plaza North, 25 Main Street
Yusuf U. Salloum (pro hac vice admission pending)
Hackensack, New Jersey 07601
333 West Wolf Point Plaza
Telephone:
(201) 489-3000
Chicago, Illinois 60654
Facsimile:
(201) 489-1536
Telephone:
(312) 862-2000
Email:
msirota@coleschotz.com
Facsimile:
(312) 862-2200
wusatine@coleschotz.com
Email:
spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
Proposed Co-Counsel to the Debtors
Proposed Co-Counsel to the Debtors
and Debtors in Possession
and Debtors in Possession
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 2 of 9

Exhibit A
Redacted Fee Letters
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 3 of 9

*Subject to additional internal approvals.  Non-binding/For Discussion Purposes Only.
Jefferies Capital Services, LLC
520 Madison Avenue
New York, NY 10022
June [   ], 2024
Jefferies Fee Letter
Vyaire Medical, Inc.,
in its capacity as Borrower
under the Credit Agreement (as defined below)

Vyaire Finance B.V.,
in its capacity as Borrower
under the Credit Agreement (as defined below)

Attn: Rachel Lisenby; rachel.lisenby@vyaire.com with a copy to legalresources@vyaire.com

Ladies and Gentlemen:
Reference is made to the Senior Secured Superpriority Debtor-In-Possession Credit
Agreement (as amended, restated, amended and restated, supplemented, or otherwise modified from time
to time, the “Credit Agreement”)is entered into as of June [], 2024, among Vyaire Company, a Delaware
corporation (“Holdings”), Vyaire Medical, Inc. (the “U.S. Borrower”), Vyaire Finance B.V., a private
limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of the Netherlands, with its statutory seat in Amersfoort, the Netherlands, registered with the Dutch
trade register under number 71190244 and Wholly-Owned Subsidiary of the U.S. Borrower (the “Dutch
Borrower”, and together with the U.S. Borrower, the “Borrower” or “you”), Wilmington Savings Fund
Society, FSB (“WSFS”), as Administrative Agent (the “Administrative Agent”) and Collateral Agent, and
the Lenders from time to time party thereto.  Capitalized terms used but not defined herein are used with
the meanings assigned to them in the Credit Agreement.
Jefferies Capital Services, LLC (“Jefferies”) agrees to use its commercially reasonable
efforts to front $45,000,000.00 of DIP Term Loans under the Credit Agreement on the Closing Date (the
“Fronted Amount”), on behalf of the entities (including with respect to any sub-fund or affiliate
allocations by such entities) (each, an “Assignee”) and in the corresponding amounts set forth in that
certain Master Consent to Assignment (which may be amended, restated, amended and restated,
supplemented, or otherwise modified from time to time), dated as of the date hereof, among the Borrower,
the Administrative Agent and Jefferies.  As consideration for the agreement of Jefferies set forth in the
immediately preceding sentence, the Borrower hereby agrees to pay or cause to be paid to Jefferies, for its
own account, a fronting fee (the “Fronting Fee”) in an amount

You shall pay the Fronting Fee by wire transfer to the following account in accordance
with the following wire transfer instructions:

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In addition to the foregoing, you agree to pay or reimburse Jefferies and its affiliates for
all reasonable and documented costs and incurred expenses (including, but not limited to, all reasonable
and documented fees, expenses and disbursements of counsel) and to indemnify Jefferies and its affiliates
for any and all losses, claims, damages, liabilities and related expenses (including, but not limited to,
reasonable and documented fees and expenses of counsel), in each case in connection with the
preparation, diligence, execution and delivery of this Jefferies Fee Letter and the fronting and subsequent
assignment by Jefferies of DIP Term Loans as provided herein.  All provisions of the Credit Agreement
providing for indemnities for the benefit of the Lenders shall apply to any and all losses, claims, damages,
liabilities and related expenses (including reasonable and documented fees and out-of-pocket expenses of
a single law firm counsel, at a time) of Jefferies arising in connection with the transactions contemplated
hereby, subject to the limitations set forth in the Credit Agreement.  All amounts due under this paragraph
shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto
setting forth such expenses in reasonable detail.
Furthermore, you agree to cover any assignment costs charged by the Agent (to the extent
not waived by the Agent) pursuant to the Credit Agreement in connection with any assignment of DIP
Term Loans by Jefferies (or its affiliates) to each Assignee.
You agree that the Fronting Fee shall be deemed fully earned when required to be paid
hereunder and, once paid, the Fronting Fee or any part thereof payable hereunder shall not be refundable
under any circumstances.  The Fronting Fee shall be paid in U.S. dollars and in immediately available
funds.  Your obligation to pay the Fronting Fee will not be subject to counterclaim or setoff for, or be
otherwise affected by, any claim or dispute you may have.
This Jefferies Fee Letter is delivered to you on the understanding that neither this
Jefferies Fee Letter nor any of its terms or substance shall be (subject to the next sentence) disclosed by
you without Jefferies’ prior written consent, directly or indirectly, to any other person except (a) your
officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents
and advisors, in each case on a confidential and need-to-know basis, (b) in any legal, judicial or
administrative proceeding or as otherwise required by law or regulation or as requested by a
governmental, regulatory or self-regulatory authority (in which case you agree, to the extent practicable
and permitted by law, to inform us promptly in advance thereof), (c) in connection with the exercise of
any remedies hereunder or under the Credit Agreement or the enforcement of rights hereunder and
thereunder and (d) to the extent this Jefferies Fee Letter or the terms hereof become publicly available
other than as a result of a breach of this paragraph.  You may also disclose the aggregate amount of fees
payable under this Jefferies Fee Letter as part of a generic disclosure regarding sources and uses in
connection with any customary disclosure regarding the Credit Agreement and in any public filing related
to the Credit Agreement or in connection with any public filing requirement (but, in each case, without
disclosing any specific fees set forth herein).  The confidentiality provisions contained herein shall remain
in full force and effect notwithstanding the termination of this Jefferies Fee Letter.
This Jefferies Fee Letter may not be amended or waived except by an instrument in
writing signed by Jefferies and you.  This Jefferies Fee Letter shall be governed by, and construed and
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3

interpreted in accordance with, the laws of the State of New York without regard to its conflict of laws
principles that would require the application of any other law and (to the extent applicable) the
Bankruptcy Code.  This Jefferies Fee Letter may be executed in any number of counterparts, each of
which shall be an original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this Jefferies Fee Letter by telecopier, facsimile, email or other
electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed
counterpart hereof.
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 6 of 9

WILMINGTON SAVINGS FUND SOCIETY, FSB
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801

June [  ], 2024

Senior Secured Superpriority Debtor-in-Possession Credit Agreement
Fee Letter

Vyaire Medical, Inc.
Attention: Rachel Lisenby
26125 N. Riverwoods Blvd.
Mettawa, IL 60045
Email: rachel.lisenby@vyaire.com with a copy to legalresources@vyaire.com
Ladies and Gentlemen,

Reference is made to that certain Senior Secured Superpriority Debtor-in-Possession Credit
Agreement, dated as of June [  ], 2024 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among Vyaire
Company, a Delaware corporation (“Holdings”), Vyaire Medical, Inc. (the “U.S. Borrower”),
Vyaire Finance B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated under the laws of the Netherlands, with its statutory seat in
Amersfoort, the Netherlands, registered with the Dutch trade register under number 71190244 and
Wholly-Owned Subsidiary of the U.S. Borrower (the “Dutch Borrower”, together with the U.S.
Borrower, the “Borrowers”), the Lenders party thereto from time to time, and Wilmington Savings
Fund Society, FSB (“WSFS”), as Administrative Agent and Collateral Agent (in such capacities,
together, the “Agent”).  Capitalized terms used but not defined herein are used with the meanings
assigned to them in the Credit Agreement.  This letter agreement is the “Administrative Agent
Fee Letter” as defined in the Credit Agreement (hereinafter, the “Fee Letter”).

As consideration for WSFS’s agreement to serve as the Agent in connection with the
Credit Agreement, the Borrowers agree to pay (or cause to be paid) to WSFS the following fees:

(i)  a per annum loan administration fee (“Annual Fee”) in the amount of $
. The
Annual Fee encompasses our day-to-day duties and responsibilities in acting as Agent, including,
without limitation, maintenance of the loan register records and files, processing assignments,
establishment of cash accounts, distribution of documentation, statements, or notices under the
Credit Agreement, communication with lender group members (other than quarterly lender calls
or similar lender group calls), communication with other parties-in-interest on behalf of the lender
group, and collateral safe-keeping and management.  The Annual Fee shall be due and payable by
the Borrowers in advance, to WSFS annually commencing on the date hereof and continuing on
each anniversary of the date hereof until all Commitments are terminated and payment in full of
all amounts owing under the Loan Documents (other than indemnification and reimbursement
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 7 of 9

obligations for which no claim or demand for payment, whether oral or written, has been made at
such time); and

(ii)  if and to the extent services other than those customarily covered by our Annual Fee
are required, additional fees will be charged at a

(collectively, the “Hourly Charges” and, together with Annual Fee, the “WSFS Fees”).  Situations
not covered by our Annual Fee include, without limitation, preparation for and participation in any
depositions, time spent attending hearings in connection with restructurings, assisting the
Borrowers with solicitations, and coordinating any Lender meetings and/or conference calls at the
Borrowers’ request.  To the extent reasonably practicable, WSFS will provide prior notice to the
Borrowers when services subject to Hourly Charges are to be performed.

WSFS shall be reimbursed for its out-of-pocket costs and expenses as set forth in Section
9.07 of the Credit Agreement.  For the avoidance of doubt, such out-of-pocket costs and expenses
include, but are not limited to, fees or expenses charged to WSFS by (i) vendors (e.g., Intralinks)
in connection with maintaining a data room for Lenders (the “Data Room”), and (ii) vendors in
connection with facilitating quarterly lender calls or similar lender group calls. For the avoidance
of doubt, neither the Loan Parties nor any of their non-Lender affiliates shall have access to the
Data Room.

The WSFS Fees shall be paid in Dollars and in immediately available funds.  The
Borrowers hereby agrees that, once paid, the WSFS Fees or any part thereof shall be fully earned
and will not be refundable under any circumstances.  The WSFS Fees shall not be subject to
reduction by way of setoff or counterclaim without limiting any provisions of the Loan Documents
regarding fees, costs and expenses of the Agent for which the Loan Parties are responsible to
reimburse the Agent.

This Fee Letter may not be amended or waived except by an instrument in writing signed
by WSFS and the Borrowers.

Failure of any party to enforce any of the provisions hereof shall not be construed as a
waiver of such provisions or of the right thereafter to enforce such provisions. If any provisions of
this letter agreement shall be held to be invalid, void, or unenforceable, the remaining provisions
hereof shall not be affected or impaired and such remaining provisions shall remain in full force
and effect.

THIS FEE LETTER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, AS MAY BE
APPLICABLE, CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE.

Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”), and to the extent the Bankruptcy Court does not have (or
abstains from exercising) jurisdiction, the Supreme Court of the State of New York sitting in New
York County and of the United States District Court of the Southern District of New York sitting
in New York County, and any appellate court from any thereof, in any action or proceeding arising
Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 8 of 9

out of or relating to this Fee Letter, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Fee Letter shall affect
any right that the Agent may otherwise have to bring any action or proceeding relating to this Fee
Letter the Borrowers or their respective properties in the courts of any jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Fee Letter in any
court referred to in Section 10.14 of the Credit Agreement. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.

This Fee Letter may be executed in any number of counterparts, each of which shall be an
original, and all of which, when taken together, shall constitute one agreement. Delivery of an
executed signature page of this Fee Letter by facsimile or other electronic transmission shall be
effective as delivery of a manually executed counterpart hereof. This Fee Letter shall be binding
on and shall inure to the benefit of the Agent and the Borrowers and their respective successors
and permitted assigns.

This Fee Letter is delivered to you on the understanding that neither this Fee Letter nor any
of its terms or substance shall be disclosed by you, directly or indirectly, to any other person except
(a) you, your affiliates and your and your affiliates’ officers, directors, employees, affiliates,
members, partners, stockholders, attorneys, accountants, agents and advisors, in each case on a
confidential and need-to-know basis, (b) in any legal, judicial or administrative proceeding or as
otherwise required by law or regulation or as requested by a governmental authority (in which case
you agree, to the extent permitted by law, regulation and such proceeding (if applicable), to inform
us promptly in advance thereof (if practicable and permitted by such applicable law, regulation or
proceeding) and the parties agree to take commercially reasonable actions as shall be necessary to
prevent, if practicable, the terms of this Fee Letter from becoming publicly available, (c) as a
general disclosure on a funds flow and (d) to any rating agency.

Case 24-11217-BLS    Doc 46    Filed 06/10/24    Page 9 of 9

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