SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this “Amendment”) is entered into as of April 2, 2012, among Compass Group Diversified Holdings LLC, a Delaware limited liability company (“Borrower”), Toronto Dominion (Texas) LLC, as Agent for the Lenders, and the undersigned Lenders.
W I T N E S S E T H
WHEREAS, Borrower, Lenders and Agent are parties to that certain Credit Agreement dated as of October 27, 2011 (as amended to date, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement);
WHEREAS, Borrower has requested that the Lenders holding portions of the Term Loan agree to amend the Credit Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Subject to the terms and conditions contained herein, the parties hereto hereby agree to amend the Credit Agreement as follows:
(a) The first paragraph of the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“With respect to the Term Loan, the Applicable Margin shall mean (i) 4.00%, in the case of the portion of the Term Loan comprised of Base Rate Loans and (ii) 5.00%, in the case of the portion of the Term Loan comprised of LIBOR Loans.”
(b) The proviso to the definition of “LIBOR Rate” in Section 1.1 of the Credit Agreement is hereby amended by replacing each reference therein to “1.50%” with a reference to “1.25%”.
(c) Section 2.10.1 of the Credit Agreement is hereby amended by replacing the reference therein to “October 27, 2012” with a reference to “the first anniversary of the date of effectiveness of that certain Second Amendment to this Agreement, dated as of April 2, 2012, among Borrower, the Agent and certain Lenders,”
2. Representations and Warranties of Borrower. Borrower hereby represents and warrants to Agent and Lenders that, both before and after giving effect to this Amendment:
(a) The execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of Borrower;
(b) No Default or Event of Default has occurred and is continuing; and
(c) The representations and warranties of Borrower set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents, as amended hereby, are true and correct in all material respects as of the date hereof, with the same effect as though made on the date hereof (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).
3. Conditions Precedent to Effectiveness. This Amendment shall become effective on the date when each of the following conditions shall have been fulfilled to the satisfaction of the Agent:
(a) Agent shall have received a copy of this Amendment executed by Borrower, Agent and each Lender holding a portion of the Term Loan, together with such other documents, agreements and instruments as Agent may reasonably require or request in connection herewith;
(b) Borrower shall have paid to each Lender a fully earned, non-refundable fee in an amount equal to 1.00% of the outstanding portion of the Term Loan owed to such Lender; and
(c) no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment.
4. Miscellaneous.
(a) Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(b) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.
(c) Reference to Credit Agreement. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this Amendment.
(d) Costs and Expenses. Borrower acknowledges that Section 10.4 of the Credit Agreement applies to this Amendment and the transactions, agreements and documents contemplated hereunder.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||
By: | /s/ Xxxxx X. Xxxxxxxxxxx | |
Title: | Chief Financial Officer |
TORONTO DOMINION (TEXAS) LLC, as Agent | ||
By: | /s/ Xxxx Xxxxx | |
Title: | Authorized Signatory |
TD BANK, N.A., | ||
as a Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Title: | Senior Vice President |
TORONTO DOMINION (TEXAS) LLC, as a Lender | ||
By: | /s/ Xxxx Xxxxx | |
Title: | Authorized Signatory |
AMMC VII, LIMITED
AMMC CLO IX, LIMITED
AMMC CLO X, LIMITED
By: | American Money Management Corp., | |||||
as Collateral Manager | ||||||
as a Lender |
By: | /s/ Xxxxx X. Xxxxx | |
Name: | Xxxxx X. Xxxxx | |
Title: |
Senior Vice President |
ASF1 LOAN FUNDING LLC, | ||
as a Lender | ||
/s/ Xxxxxxx Xxxxxxxx | ||
By: | Xxxxxxx Xxxxxxxx | |
Title: | Director |
AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD., | ||
as a Lender | ||
/s/ Xxxxxxx X. XxXxxxxxx | ||
By: |
Xxxxxxx X. XxXxxxxxx | |
Title: |
Authorized Signatory |
AUDAX CREDIT OPPORTUNITIES (SBA), LLC, | ||
as a Lender | ||
/s/ Xxxxxxx X. XxXxxxxxx | ||
By: | Xxxxxxx X. XxXxxxxxx | |
Title: | Authorized Signatory |
BMO XXXXXX FINANCING, INC., | ||
as a Lender | ||
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Vice President |
BRANCH BANKING AND TRUST COMPANY, | ||
as a Lender | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Title: | Senior Vice President |
/s/ Xxx Xxxxx | ||
as a Lender | ||
By: | Xxx Xxxxx | |
Title: |
Vice President – Canso Investment Counsel Ltd. | |
For: | Conso Bank Loan Fund |
BRIDGEPORT CLO LTD.
SCHILLER PARK CLO LTD.
XXXX RIDGE CLO PLUS LTD.
BRIDGEPORT CLO II LTD.
By: | Deerfield Capital Management LLC, their | |
Collateral Manager |
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Authorized Signatory |
XXXXXX’X ISLAND CLO V, LTD.
XXXXXX’X ISLAND CLO VI, LTD.
PRIMUS CLO I, LTD.
PRIMUS CLO II, LTD.
By: | CypressTree Investment Management, LLC, their | |
Collateral Manager |
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Authorized Signatory |
COLUMBUSNOVA CLO LTD. 0000-X
XXXXXXXXXXXX CLO LTD. 2006-II
COLUMBUSNOVA CLO LTD. 0000-X
XXXXXXXXXXXX CLO IV LTD. 2007
By: |
Columbus Nova Credit Investments | |
Management, LLC, its Collateral Manager |
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Authorized Signatory |
CIFC FUNDING 2006-I, LTD.
CIFC FUNDING 2006-IB, LTD.
CIFC FUNDING 2006-II, LTD.
CIFC FUNDING 2007-I, LTD.
CIFC FUNDING 2007-II, LTD.
CIFC FUNDING 2007-III, LTD.
CIFC FUNDING 2007-IV, LTD.
CIFC FUNDING 2011-I, LTD.
By: |
CIFC Investment Management LLC, | |
its Collateral Manager |
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Authorized Signatory |
FIFTH THIRD BANK, an Ohio banking corporation, | ||
as a Lender | ||
/s/ Xxxxxx Xxxxxxx | ||
By: | Xxxxxx Xxxxxxx | |
Title: | Vice President |
GOLDENTREE LOAN OPPORTUNITIES III, LIMITED
By: |
GoldenTree Asset Management, LP, | |
as a Lender | ||
By: |
/s/ Xxxxx Xxxxx | |
Title: |
Director – Bank Debt |
GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED
By: | GoldenTree Asset Management, LP, | |
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | Director – Bank Debt |
GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
By: | GoldenTree Asset Management, LP, | |
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | Director – Bank Debt |
THE UNIVERSITY OF CHICAGO
By: GoldenTree Asset Management, LP, | ||
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | Director – Bank Debt |
SC PRO LOAN II LIMITED
By: | GoldenTree Asset Management, LP, | |
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | Director – Bank Debt |
SWISS CAPITAL PRO LOAN III PLC
By: | GoldenTree Asset Management, LP, | |
as a Lender | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | Director – Bank Debt |
GOLUB INTERNATIONAL LOAN LTD. I,
as a Lender
By: | Xxxxx Capital International Management LLC, | |
as a Collateral Manager | ||
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL MANAGEMENT CLO 2007-1, LTD,
as a Lender
By: | Xxxxx Capital LLC, | |
as a Collateral Manager |
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL PARTNERS FUNDING 2007-1 LTD.,
as a Lender
By: | Xxxxx Capital Incorporated, | |
as Servicer | ||
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD.,
as a Lender
By: | GC Advisors LLC, as agent | |
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL FUNDING CLO-8, LTD,
as a Lender
By: | Xxxxx Capital Partners Management Ltd, | |
as Collateral Manager | ||
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
GC ADVISORS LLC as Agent for United Insurance Company of America,
as a Lender
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL BDC FUNDING LLC,
as a Lender
By: | GC Advisors LLC, as agent | |
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
GC ADVISORS LLC as Agent for Federal Insurance Company,
as a Lender
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL PEARLS DIRECT LENDING PROGRAM, L.P.,
as a Lender
By: | GC Advisors LLC, its Manager | |
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
XXXXX CAPITAL PARTNERS CLO 10, LTD.,
as a Lender
By: | GC Advisors LLC, its Agent | |
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
GC ADVISORS LLC as Agent for Ironshore Specialty
Insurance Company,
as a Lender
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
GC ADVISORS LLC as Agent for Lincoln Investment
Solutions, Inc.,
as a Lender
/s/ Xxxxxxxxx X. Xxxxxxxx | ||
By: | Xxxxxxxxx X. Xxxxxxxx | |
Title: | Authorized Signatory |
MADISON CAPITAL FUNDING LLC, | ||
as a Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Title: | Xxxxx Xxxxxx, Senior Vice President |
VENTURE V CDO LIMITED,
as a Lender
By: | its investment advisor, MJX Asset Management, LLC | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Managing Director |
VENTURE VI CDO LIMITED,
as a Lender
By: | its investment advisor, MJX Asset Management, LLC | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Managing Director |
VENTURE VII CDO LIMITED,
as a Lender
By: | its investment advisor, MJX Asset Management, LLC | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Managing Director |
VENTURE VIII CDO, LIMITED,
as a Lender
By: | its investment advisor, MJX Asset Management, LLC | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Managing Director |
VENTURE IX CDO, LIMITED,
as a Lender
By: | its investment advisor, MJX Asset Management, LLC | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Managing Director |
XXXXXX XXXXXXX BANK, N.A., | ||
as a Lender | ||
/s/ Xxxxx Xxxxxxxxxxx | ||
By: | Xxxxx Xxxxxxxxxxx | |
Title: | Authorized Signatory |
NEWSTAR CP FUNDING LLC
By: | NewStar Financial, Inc., its Designated Manager | |
By: | /s/ Xxxxxxx X. Xxxxxxx Xx. | |
Name: | Xxxxxxx X. Xxxxxxx Xx. | |
Title: | Director |
NEWSTAR CREDIT OPPORTUNITIES FUNDING II LTD.
By: | NewStar Financial, Inc., its Manager | |
By: | /s/ Xxxxxxx X. Xxxxxxx Xx. | |
Name: | Xxxxxxx X. Xxxxxxx Xx. | |
Title: | Director |
NEWSTAR COMMERCIAL LOAN FUNDING 2012-1 LLC
By: | NewStar Financial, Inc., its Designated Manager | |
By: | /s/ Xxxxxxx X. Xxxxxxx Xx. | |
Name: | Xxxxxxx X. Xxxxxxx Xx. | |
Title: | Director |
NEWSTAR SHORT-TERM FUNDING LLC
By: | NewStar Financial, Inc., its Designated Manager | |
By: | /s/ Xxxxxxx X. Xxxxxxx Xx. | |
Name: | Xxxxxxx X. Xxxxxxx Xx. | |
Title: | Director |
DAVIDSON RIVER TRADING, LLC,
as a Lender
By: | SunTrust Bank, its Manager | |
By: | /s/ Xxxxxxx Xxxxx | |
Title: | Director |
SUNTRUST BANK, | ||
as a Lender | ||
By: | /s/ Xxxxxxxxxxx Xxxxxxx | |
Title: | Portfolio Manager, Middle Market Banking |
TELOS CLO 2006-1, LTD
TELOS CLO 2007-2, LTD
By: | Tricadia Loan Management, LLC | |
By: | /s/ Xxxxxxxx Xxxxxx | |
Title: | Xxxxxxxx Xxxxxx, Director |
U.S. BANK NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Xxxxx Xxxxxx | |
Title: | Vice President |
XXXXXXX BANK,
as a Lender
By: | /s/ Xxxxxx X. Xxxxx | |
Title: | Senior Vice President |