December 13, 2018
Exhibit 10.6
EXECUTION VERSION
December 13, 2018
Xxxxx Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Institutional Lender
Xxxxx Fargo Bank, National Association, as Collateral Agent, Account Bank and Collateral Custodian
State Street Bank and Trust Company, as an Institutional Lender
ZB, N.A. D/B/A California Bank & Trust, as an Institutional Lender
GC Advisors LLC, as Servicer
Xxxxx Capital Investment Corporation, as Transferor
Re: Termination and Release of Security Interest
Ladies and Gentlemen:
Reference is made to (a) that certain Xxxxxxx and Restated Loan and Servicing Agreement, dated as of May 13, 2015 (as amended, modified, supplemented or restated from time to time, the “LSA”), by and among GCIC FUNDING LLC, as the borrower (the “Borrower”), GC ADVISORS LLC, as the servicer (the “Servicer”), XXXXX CAPITAL INVESTMENT CORPORATION, as the transferor (the “Transferor”), the Institutional Lenders identified on the signature pages hereto, XXXXX FARGO BANK, National Association, as the Swingline Lender, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Collateral Agent, the Account Bank and the Collateral Custodian (in such capacities, the “Bank”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings provided in the LSA.
The Borrower hereby requests, pursuant to Section 2.16 of the LSA, the release from each Lien of the Secured Parties of all Collateral comprising the Loan Assets listed on Schedule I and all other Collateral related thereto (the “Released Collateral”). Accordingly, each party hereto acknowledges and agrees that, upon (x) delivery of a Notice of Reduction, (y) the payment of $275,000,000 of principal (the “Prepayment Amount”) to the Lenders and (z) confirmation that no Unmatured Event of Default or Event of Default has occurred and is continuing, any and all Liens at any time granted to or held by the Secured Parties in and to the Released Collateral shall automatically be terminated and released without further action on the part of any party hereto.
Notwithstanding the foregoing, each Secured Party agrees that the release specified above of each Loan Asset listed on Part A of Schedule I (the “Specified Loan Assets”) shall be deemed to occur immediately prior to the sale, assignment or other transfer of such Specified Loan Assets in accordance with the satisfaction of each condition precedent to the closing of the Term Securitization on the date hereof. If such Term Securitization does not occur on the date hereof, the release set forth above shall be deemed to be rescinded without further action by any person, the Liens over the Specified Loan Assets in favor of the Secured Parties shall be deemed to be continuing and the Borrower shall be deemed to grant a new Lien over the Specified Loan Assets in accordance with the LSA.
In addition, each Secured Party agrees to waive any required reduction of the Commitment of Xxxxx Fargo pursuant to Section 2.18(d) of the LSA that exceeds the Prepayment Amount. After giving effect hereto (and any reduction under 2.18(d) on the date hereof), the Xxxxx Fargo Commitment is $200,000,000.
This letter (i) will be governed by and construed in accordance with the law of the State of New York and (ii) may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any other party whose signature appears thereon, and all which shall together constitute one and the same instrument.
[Signature Pages Follow]
Collateral Release Letter
Please indicate your agreement with the foregoing by executing a counterpart hereof.
| GCIC FUNDING LLC | ||
| By: Xxxxx Capital Investment Corporation, its designated manager | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: Chief Financial Officer | ||
Collateral Release Letter
Acknowledged and Agreed to:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Vice President |
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as a Swingline Lender and an Institutional Lender
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Director |
Collateral Release Letter
State Street Bank and Trust Company
as an Institutional Lender
| By: | /s/ Xxxxx Xxxx-Xxxxxx | |
| Name: Xxxxx Xxxx-Xxxxxx | ||
| Title: Managing Director |
Collateral Release Letter
ZB, N.A. D/B/A CALIFORNIA BANK & TRUST
as an Institutional Lender
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxxxxx X. Xxxxxxx | ||
| Title: Executive Vice President |
Collateral Release Letter
GC ADVISORS LLC
as the Servicer
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxx | ||
| Title: Co-General Counsel and Chief Compliance Officer | ||
Collateral Release Letter
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Agent, Account Bank and Collateral Custodian
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Vice President |
Collateral Release Letter
XXXXX CAPITAL INVESTMENT CORPORATION, as Transferor
| By: | /s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: Chief Financial Officer |
Collateral Release Letter
SCHEDULE I
RELEASED LOAN ASSETS
Part A:
| Obligor | Asset | Principal Balance | ||||
| Appriss Holdings, Inc. | Term Loan | 10,000,000 | ||||
| Bazaarvoice, Inc. | Term Loan | 10,500,000 | ||||
| Clarkson Eyecare LLC | Term Loan | 10,000,000 | ||||
| Imprivata, Inc. | Term Loan | 10,000,000 | ||||
| RXH Buyer Corporation | Term Loan | 7,000,000 | ||||
Part B:
| Obligor | Asset | Principal Balance | ||||
| Accela, Inc. | Term B Loan | 6,665,372 | ||||
| Active Day, Inc. | DDTL-2 | 567,260 | ||||
| Active Day, Inc. | DDTL-3 | 391,925 | ||||
| Active Day, Inc. | Term Loan | 6,521,268 | ||||
| Acuity Eyecare Holdings, LLC | Term A Loan | 3,426,047 | ||||
| ADCS Clinics Intermediate Holdings, LLC | DDTL-1 | 107,199 | ||||
| ADCS Clinics Intermediate Holdings, LLC | Term Loan | 10,000,000 | ||||
| Agilitas USA, Inc. | Term Loan | 1,950,994 | ||||
| Aimbridge Hospitality, LLC | Term Loan A | 1,537,280 | ||||
| Batteries Plus Holding Corporation | Initial Term Loan | 2,224,150 | ||||
| BIOIVT, LLC (formerly BIORECLAMATIONIVT, LLC) | Term Loan | 10,572,708 | ||||
| X. X. Foods, Inc. | Term Loan A | 5,000,000 | ||||
| Cafe Rio Holding, Inc. | Term Loan | 5,141,082 | ||||
| Caliper Software, Inc. | Initial Term Loan | 7,024,585 | ||||
| Captain D's, LLC | Term Loan | 2,218,254 | ||||
| Captive Resources Midco, LLC | Term Loan | 5,121,137 | ||||
| Clearwater Analytics, LLC | Tranche B Term Loan | 2,408,325 | ||||
| Daxko Acquisition Corporation | Term Loan | 8,318,082 | ||||
| DCA Investment Holding, LLC | Second Amendment Term Loan | 4,865,700 | ||||
| Diligent Corporation | Tranche B-1 Term Loans | 4,606,441 | ||||
| Diligent Corporation | Tranche B-2 Term Loans | 7,786,870 | ||||
Schedule I
| Drilling Info Holdings, Inc. | First Lien Term Loan | 5,948,500 | ||||
| DTLR, Inc. (fka Levtran) | Term Loan A (2017) | 5,000,000 | ||||
| EGD Security Systems, LLC | Term Loan | 5,371,500 | ||||
| Elite Dental Partners LLC | Term A Loan | 2,013,953 | ||||
| ERG Buyer, LLC | Term Loan | 6,342,105 | ||||
| eSolutions, Inc. | Term Loan | 6,000,000 | ||||
| Eyecare Services Partners Holdings LLC | DDTL-1 | 953,371 | ||||
| Eyecare Services Partners Holdings LLC | DDTL-2 | 6,679,425 | ||||
| Eyecare Services Partners Holdings LLC | DDTL-3 | 1,082,141 | ||||
| Flavor Producers, LLC | First Lien Term Loan | 2,836,823 | ||||
| G & H Wire Company, Inc | Term Loan (2017) | 1,104,187 | ||||
| Georgica Pine Clothiers, LLC | Closing Date Earn-Out Term Loan | 421,351 | ||||
| Global ID Corporation | Term A Loan | 5,102,133 | ||||
| GS Acquisitionco, Inc. | DDTL-1 | 12,139,096 | ||||
| GS Acquisitionco, Inc. | Term Loan | 5,000,000 | ||||
| HealthcareSource HR, Inc. | Term Loan | 2,861,397 | ||||
| Inhance Technologies Holdings LLC | Term Loan | 6,048,500 | ||||
| Internet Pipeline, Inc. | June 2017 Incremental Term Loans | 1,442,935 | ||||
| Internet Pipeline, Inc. | Term Loan | 5,360,994 | ||||
| Katena Holdings, Inc. | Second Amendment Term Loan | 300,960 | ||||
| Lombart Brothers, Inc. | Canadian Term A Loan (Innova) | 1,534,531 | ||||
| Lombart Brothers, Inc. | US Term A Loan | 3,343,079 | ||||
| Xxxxxxxx Retail Group LLC, The | Term Loan (2014) | 3,123,594 | ||||
| Maverick Bidco Inc. | Term Loan | 10,000,000 | ||||
| Mid-America Pet Food, L.L.C. | Term Loan | 6,331,338 | ||||
| Xxxxx Fleet Farm Group LLC | New First Lien Term Loan | 12,000,000 | ||||
| MMan Acquisition Co. | Initial Term Loan | 12,388,167.00 | ||||
| MRI Software LLC | Second Amendment Term Loan | 345,390.00 | ||||
| MRI Software LLC | Term Loan (2017) | 14,690,543.75 |
Schedule I
| MWD Management, LLC & MWD Services, Inc. (United Derm) | DDTL-1 | 4,380,973.63 | ||||
| MWD Management, LLC & MWD Services, Inc. (United Derm) | Term Loan | 1,295,205.00 | ||||
| NBC Intermediate, LLC | Second Amendment Term Loan | 1,386,590.00 | ||||
| Net Health Acquisition Corp. | New Term Loan | 679,700.00 | ||||
| Net Health Acquisition Corp. | Term Loan | 4,872,778.00 | ||||
| Nextech Systems, LLC | Term Loan | 12,655,902.50 | ||||
| Nexus Brands Group, Inc. | Term Loan | 3,820,402.00 | ||||
| Orthotics Holdings, Inc | Canadian Term Loan | 599,390.45 | ||||
| Orthotics Holdings, Inc | US Term Loan | 3,656,259.55 | ||||
| Pace Analytical Services, LLC | First Amendment Term Loan | 1,400,966.25 | ||||
| Pace Analytical Services, LLC | Third Amendment Term Loan | 833,400.00 | ||||
| PADI Holdco, Inc. | Term Loan | 12,636,711.12 | ||||
| Pet Holdings ULC | Initial Term Loan Commitment | 10,000,000.00 | ||||
| Pinnacle Treatment Centers, Inc. | Term Loan | 9,649,374.00 | ||||
| Property Brands, Inc. | Term Loan | 9,380,713.00 | ||||
| Quick Quack Car Wash Holdings, LLC | Term A Loan | 4,599,871.50 | ||||
| Quickbase, Inc. | Tranche B Term Loan | 10,000,000.00 | ||||
| Reladyne, Inc. | Term Loan (NEW) | 3,049,673.66 | ||||
| Riverchase MSO, LLC | Term Loan | 950,647.95 | ||||
| Saba Software, Inc. | Term Loan | 7,000,000.00 | ||||
| SEI, Inc. | Term Loan | 2,879,602.33 | ||||
| Self Esteem Brands, LLC (aka Anytime Fitness) | Term Loan | 2,733,331.40 | ||||
| SLMP, LLC | Term Loan A | 4,700,994.58 | ||||
| Source Refrigeration & HVAC, Inc. | Term A Loan | 7,236,962.25 | ||||
| Southern Veterinary Partners, LLC | DDTL-1 | 3,606,672.46 | ||||
| Southern Veterinary Partners, LLC | DDTL-2 | 1,038,904.32 | ||||
| Southern Veterinary Partners, LLC | Term Loan | 1,572,824.68 | ||||
| Sovos Compliance Formerly Taxware, LLC | Term Loan (2016) | 5,000,000.00 | ||||
| Summit Behavioral Healthcare, LLC | Term Loan | 2,400,659.00 | ||||
| Sunshine Sub, LLC | Term Loan | 5,468,494.50 | ||||
| Teaching Company, The | Term Loan | 4,112,958.28 | ||||
| Telesoft, LLC | Term Loan | 5,286,006.00 |
Schedule I
| Titan Fitness, LLC | Delayed Draw Term B Loan | 255,486.00 | ||||
| Togetherwork Holdings, LLC | Supplemental Term Loan | 680,300.00 | ||||
| Togetherwork Holdings, LLC | Term Loan | 6,725,105.50 | ||||
| Transaction Data Systems, Inc. | Amendment No.4 Term Loan | 5,000,000.00 | ||||
| Trintech, Inc. | Restatement Combined TL | 3,368,375.55 | ||||
| True Commerce, Inc. | US Term Loan | 7,107,689.50 | ||||
| Velocity Technology Solutions, Inc. | Term Loan | 7,432,062.94 | ||||
| Verisys Corporation | Term Loan | 4,756,565.00 | ||||
| Veterinary Specialists of North America, LLC | DDTL-1 | 32,668.05 | ||||
| Veterinary Specialists of North America, LLC | Term Loan New | 3,105,994.44 | ||||
| Xxxxxx'x Pretzels, LLC | Term Loan | 2,523,215.12 | ||||
| Xxxxxxxxx LLC | Initial Term Loan | 12,163,998.63 | ||||
| WIRB-Copernicus Group, Inc. | Initial Term Loan | 10,428,572.61 | ||||
| Wood Fired Holding Corp. | Term A Loan | 7,298,200.00 | ||||
| WRE Holding Corp. | Term Loan | 1,308,795.11 |
Schedule I
