AMENDMENT NO. 1 TO CREDIT AGREEMENT
Execution Version
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 18, 2015 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below) party hereto, and UBS AG, Stamford Branch, as administrative agent for the Lenders (the “Administrative Agent”).
PRELIMINARY STATEMENTS
The Borrower, Holdings, the Lenders and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).
Holdings has entered into an Agreement and Plan of Merger dated August 26, 2015, by and among Xxxxx Sports Holdings (USA) Inc., a Delaware corporation (“Parent”), Winco USA Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Xxxxx Culture Holding Co. Limited, a Hong Kong corporation, Holdings, and Swift Representative LLC, a Delaware limited liability company, on behalf of the shareholders of Holdings, pursuant to which Merger Sub shall be merged into Holdings (the “Merger”).
The Borrower has requested certain modifications to the Existing Credit Agreement as more particularly set forth herein.
In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:
SECTION 1. Amendments to Existing Credit Agreement.
(a) The definitions of “Debt Fund Affiliate”, “Disqualified Institutions” and “Sponsor” in Section 1.01 of the Existing Credit Agreement are amended by replacing “PEP’ wherever it appears with “Xxxxx”.
(b) The definition of “Investors” in Section 1.01 of the Existing Credit Agreement is amended and restated as follows:
“Investors” means (a) the Sponsor, (b) the Management Investors and (c) certain other investors identified to the Administrative Agent in writing on the First Amendment Effective Date.
(c) The definition of “PEP” in Section 1.01 of the Existing Credit Agreement is deleted in its entirety.
(d) The definition of “Projections” in Section 1.01 of the Existing Credit Agreement is amended by replacing the word “Sponsor” with “Prior Sponsor”.
(e) Section 1.01 of the Existing Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:
“First Amendment” means Amendment No. 1 to the Credit Agreement, dated November 13, 2015 by and among the Borrower, Holdings, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
“First Amendment Effective Date” means November 18, 2015.
“Xxxxx” means Xxxxx Culture Holding Co. Limited.
“Prior Sponsor” means Providence Equity Partners LLC and any of its controlled Affiliates and funds managed or advised by Providence Equity Partners LLC or any of its controlled Affiliates.
(f) Sections 2.11(b)(vi) and 2.12(f) of the Existing Credit Agreement are amended by replacing the clause “12 months after the Closing Date” wherever it appears with “6 months after the First Amendment Effective Date”.
(g) Section 3.11(a) of the Existing Credit Agreement is amended by replacing the word “Sponsor” with “Prior Sponsor”.
SECTION 2. Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:
(a) this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and Lenders comprising the Required Lenders;
(b) (i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) as of the Effective Date, no Event of Default shall exist;
(c) The Merger shall have been consummated;
(d) substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least three Business Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 3 of this Agreement;
(e) The Borrower shall have paid, for the account of each Lender that has returned an executed signature page to this Agreement to the Administrative Agent at or prior to 12:00 noon (New York City time) on September 25, 2015, amendment fees in the amount equal to 0.25% of the sum, without duplication, of such Lender’s outstanding Loans and Commitments; and
(f) the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower as to the matters set forth in Section 2(b) and (c) of this Agreement.
SECTION 3. Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.
SECTION 4. Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.
SECTION 5. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.
SECTION 6. Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.
SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.
SECTION 8. Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
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WORLD TRIATHLON CORPORATION, as Borrower | ||
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By |
/s/ Xxxxxxx Xxxxxxxx | |
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Name: |
XXXXXXX XXXXXXXX |
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Title: |
CHIEF FINANCIAL OFFICER |
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WORLD ENDURANCE HOLDINGS, INC, as | ||
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Holdings | ||
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By |
/s/ Xxxxxx Xxxxxxx | |
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Name: |
XXXXXX XXXXXXX |
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Title: |
CHIEF EXECUTIVE OFFICER |
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UBS AG, Stamford Branch, | ||
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as Administrative Agent | ||
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By |
/s/ Xxxxxxx Xxxxx | |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Director |
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By |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Associate Director |
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ACKNOWLEDGED AND AGREED: |
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IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
XXXXXX XXXXXXXX |
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Title: |
CHIEF LEGAL OFFICER |
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IRONMAN MARYLAND EVENTS, LLC, as Subsidiary |
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Guarantor |
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By: |
WORLD TRIATHLON CORPORATION, its sole member |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
XXXXXXX XXXXXXXX |
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Title: |
CHIEF FINANCIAL OFFICER |
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UBS AG, Stamford Branch, | ||||
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as a Lender | ||||
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By: |
/s/ Xxxxxxx Xxxxx | ||
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Director |
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If a second signature is necessary: | ||||
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By: |
/s/ Xxxxx Xxxxxxx | ||
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Associate Director |
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Arrowpoint CLO 2013-1, LTD., | ||||
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as a Lender | ||||
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By: |
/s/ Xxxxx X. Xxxxxxx | ||
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Portfolio Manager |
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If a second signature is necessary: | ||||
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Arrowpoint CLO 2014-2, LTD., | ||||
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as a Lender | ||||
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By: |
/s/ Xxxxx X. Xxxxxxx | ||
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Portfolio Manager |
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If a second signature is necessary: | ||||
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Arrowpoint CLO 2014-3, LTD., | ||
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as a Lender | ||
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By: |
/s/ Xxxxx X. Xxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Portfolio Manager |
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If a second signature is necessary: | ||
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By: |
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Name: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Peaks CLO 1, LTD., | ||
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as a Lender |
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By: |
/s/ Xxxxx X. Xxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Portfolio Manager |
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If a second signature is necessary: | ||
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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AXA IM Inc., for and on behalf of | ||
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ALLEGRO CLO II, LTD. | ||
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as a Lender | ||
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By: |
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Signature Page to Amendment No. 1 to Credit Agreement
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AXA IM Inc., for and on behalf of | ||
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ALLEGRO CLO III, LTD. | ||
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as a Lender | ||
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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BlueMountain CLO 2014-1 Ltd, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxxx |
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Title: |
Operations Analyst |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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BlueMountain CLO 2014-2 Ltd, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxxx |
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Title: |
Operations Analyst |
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By: |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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BlueMountain CLO 2014-3 Ltd., | ||
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as a Lender | ||
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By: BlueMountain Capital Management, LLC | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxxx |
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Title: |
Operations Analyst |
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By: |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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BlueMountain CLO 2014-4 Ltd, | ||
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as a Lender | ||
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BY: BlueMountain Capital Management | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxxx |
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Title: |
Operations Analyst |
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By: |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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BlueMountain CLO 2015-2, Ltd., | ||
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as a Lender | ||
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By: BlueMountain Capital Management, LLC | ||
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By: |
/s/ Xxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxx Xxxxxxxxx |
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Title: |
Operations Analyst |
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By: |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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CALIFORNIA STATE TEACHERS’ | ||
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RETIREMENT SYSTEM, | ||
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as a Lender | ||
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By: Credit Suisse Asset Management, LLC, as investment manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
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By: |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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CREDIT SUISSE FLOATING RATE HIGH | ||
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INCOME FUND, | ||
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as a Lender | ||
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By: Credit Suisse Asset Management, LLC, as | ||
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investment advisor | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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MADISON PARK FUNDING XIV, LTD., | ||
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as a Lender | ||
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BY: Credit Suisse Asset Management, LLC, as portfolio | ||
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manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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THE XXXXX CORPORATION MASTER | ||
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RETIREMENT TRUST, | ||
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as a Lender | ||
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BY: Credit Suisse Asset Management, LLC, as | ||
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investment manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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1199SEIU Health Care Employees Pension Fund | ||
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By: Crescent Capital Group LP, its advisor | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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Allied World Assurance Company Ltd | ||
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By: Crescent Capital Group LP, its adviser | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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Argonaut Insurance Company | ||
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By: Crescent Capital Group LP, its adviser | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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Crescent Capital High Income Fund B, L.P. | ||
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By: Crescent Capital Group LP, its adviser | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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Crescent Capital High Income Fund L.P. | ||
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Business Name: Crescent Capital LP | ||
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High Income Fund | ||
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By: Crescent Capital Group LP, its adviser | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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Mt. Whitney Securities, Inc. | ||
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By: Crescent Capital Group LP, its adviser | ||
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as a Lender | ||
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By: |
/s/ Xxxxx XxXxxx | |
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Name: |
Xxxxx XxXxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
XXXX XXXXX |
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Title: |
VICE PRESIDENT |
Signature Page to Amendment No. 1 to Credit Agreement
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As a Lender |
Xxxxxx Xxxxx Family Foundation | ||
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By: Deutsche Bank Trust Company Americas as Agent | ||
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/s/ Xxxx X. Xxxxx | |
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By: |
Xxxx X. Xxxxx | |
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Managing Director | |
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If a second signature is necessary: | ||
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/s/ Xxxxxxx X. Xxxxxxx | |
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By: |
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Xxxxxxx X. Xxxxxxx |
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Title: |
Director |
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As a Lender |
The GWL Living Trust | |||
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By: Deutsche Bank Trust Company Americas as Agent | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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As a Lender |
Deutsche Floating Rate Fund | |||
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By: Deutsche Investment Management Americas Inc. | |||
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Investment Advisor | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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As a Lender |
Deutsche Short Duration Fund | |||
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By: Deutsche Investment Management Americas Inc. | |||
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Investment Advisor | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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As a Lender |
Deutsche Ultra-Short Duration Fund | |||
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By: Deutsche Investment Management Americas Inc. | |||
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Investment Advisor | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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As a Lender |
Flagship CLO VIII, Ltd | |||
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By: Deutsche Investment Management Americas Inc. , | |||
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As Investment Manager | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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As a Lender |
Nomura Global Manager Select — Bank Loan Fund | |||
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a series trust of Nomura Global Manager Select | |||
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By: Deutsche Investment Management Americas Inc., its Investment Sub-Advisor | |||
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/s/ Xxxx X. Xxxxx | ||
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By: |
Xxxx X. Xxxxx | ||
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Managing Director | ||
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If a second signature is necessary: | |||
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/s/ Xxxxxxx X. Xxxxxxx | ||
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By: |
Name: |
Xxxxxxx X. Xxxxxxx | |
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Title: |
Director | |
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Halcyon Loan Advisors Funding 2012-2, Ltd., | ||
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as a Lender | ||
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BY: Halcyon Loan Advisors 2012-2 LLC as collateral | ||
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manager | ||
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By: |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Controller |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Halcyon Loan Advisors Funding 2014-2 Ltd., | ||
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as a Lender | ||
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By: Halcyon Loan Advisors 2014-2 LLC as collateral | ||
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manager | ||
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By: |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Controller |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Halcyon Loan Advisors Funding 2014-3 Ltd, | ||
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as a Lender | ||
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BY: Halcyon Loan Advisors 2014-3 LLC as Collateral | ||
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Manager | ||
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By: |
/s/ Xxxxx Xxxxxxx | |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Controller |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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IA Clarington Core Plus Bond Fund, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Thib | |
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Name: |
Xxxxx Thib |
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Title: |
Portfolio Manager |
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If a second signature is necessary: | ||
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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IA Clarington Floating Rate Income Fund, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Thib | |
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Name: Xxxxx Thib | |
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Title: Portfolio Manager | |
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If a second signature is necessary: | ||
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By: |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
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XXX XXXX MIDDLE MARKET CREDIT FUND IV, LTD. |
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By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
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XXX XXXX MIDDLE MARKET CREDIT FUND V, LTD. |
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By; Xxx Xxxx Asset Management, L.P., as Portfolio Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
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XXX XXXX MIDDLE MARKET CREDIT FUND VI, LTD. |
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By: Xxx Xxxx Asset Management, L.P., as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
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XXX XXXX MIDDLE MARKET CREDIT FUND VII, LTD. |
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By: Xxx Xxxx Asset Management, L.P., as Asset Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
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XXX XXXX MIDDLE MARKET CREDIT FUND IX, LTD. |
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By: Xxx Xxxx Asset Management, L.P., as Asset Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Authorized Signatory |
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Signature Page to Amendment No. 1 to Credit Agreement
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JMP Credit Advisors CLO II Ltd. | |
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By: JMP Credit Advisors LLC | |
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As Attorney-in-Fact | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Director |
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JMP Credit Advisors CLO III Ltd. | |
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By: JMP Credit Advisors LLC, | |
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As Attorney-in-Fact | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Director |
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MidOcean Credit CLO III, | |
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as a Lender | |
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By: MidOcean Credit Fund Management LP, as Portfolio Manager | |
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By: Ultramar Credit Holdings, Ltd., its General Partner | |
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By: |
/s/ Xxx Xxxxx |
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Name: Xxx Xxxxx |
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Title: Managing Director |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 1 to Credit Agreement
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VENTURE XIX CLO, Limited, | |
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as a Lender | |
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By: its investment advisor | |
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MJX Asset Management LLC | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: Xxxx X. Xxxxxx |
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Title: Portfolio Manager |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 1 to Credit Agreement
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Venture XVIII CLO, Limited, | |
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as a Lender | |
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By: its investment advisor | |
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MJX Asset Management LLC | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: Xxxx X. Xxxxxx |
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Title: Portfolio Manager |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 1 to Credit Agreement
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Gallatin CLO IV 2012-1, Ltd | |
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As Assignee | |
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By: MP Senior Credit Partners LP | |
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as its Collateral Manager | |
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, | |
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as a Lender | |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Principal |
Signature Page to Amendment No. 1 to Credit Agreement
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NMFC Senior Loan Program I LLC, | |
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as a Lender | |
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By: |
/s/ Xxxx X. Xxxxx |
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Name: Xxxx X. Xxxxx |
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Title: EVP & COO |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 1 to Credit Agreement
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Oaktree CLO 2014-1 Ltd., | |
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as a Lender | |
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BY: Oaktree Capital Management, L.P. | |
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Its: Collateral Manager | |
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By: |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: Xxxxx Xxxxxxxxx |
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Title: Managing Director |
Signature Page to Amendment No. 1 to Credit Agreement
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Oaktree CLO 2014-2 Ltd., |
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as a Lender |
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By: Oaktree Capital Management, L.P. |
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Its: Collateral Manager |
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By: |
/s/ Xxxxxxx Xxxx | |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxx Xxxxxxxxx | |
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Name: Xxxxx Xxxxxxxxx |
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Title: Managing Director |
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Signature Page to Amendment No. 1 to Credit Agreement
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Oaktree EIF II Series A1, Ltd., | ||
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as a Lender | ||
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By: Oaktree Capital Management, L.P. | ||
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its: Collateral Manager | ||
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By: |
/s/ Xxxxxxx Xxxx | |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxx Xxxxxxxxx | |
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Name: Xxxxx Xxxxxxxxx |
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Title: Managing Director |
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Signature Page to Amendment No. 1 to Credit Agreement
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OAKTREE EIF II SERIES A2, LTD., | ||
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as a Lender | ||
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By: Oaktree Capital Management, L.P. | ||
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its: Collateral Manager | ||
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By: |
/s/ Xxxxxxx Xxxx | |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxx Xxxxxxxxx | |
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Name: Xxxxx Xxxxxxxxx |
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Title: Managing Director |
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Signature Page to Amendment No. 1 to Credit Agreement
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OFSI Fund V, Ltd. | |||
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By: |
OFS Capital Management, LLC |
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Its: |
Collateral Manager |
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By: |
/s/ Xxxxxxx X. Xxxx | |
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Name: |
Xxxxxxx X. Xxxx | |
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Title: |
Director | |
Signature Page to Amendment No. 1 to Credit Agreement
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OFSI Fund VI, Ltd. | |||
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By: |
OFS Capital Management, LLC | |
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Its: |
Collateral Manager | |
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By: |
/s/ Xxxxxxx X. Xxxx | |
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Name: |
Xxxxxxx X. Xxxx | |
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Title: |
Director | |
Signature Page to Amendment No. 1 to Credit Agreement
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OFSI Fund VII, Ltd. | |||
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By: |
OFS Capital Management, LLC | |
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Its: |
Collateral Manager | |
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By: |
/s/ Xxxxxxx X. Xxxx | |
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Name: |
Xxxxxxx X. Xxxx | |
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Title: |
Director | |
Signature Page to Amendment No. 1 to Credit Agreement
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|
Benefit Street Partners CLO III, Ltd., | |||
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as a Lender | |||
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By: |
/s/ Xxxx Xxxxx | ||
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Name: Xxxx Xxxxx | ||
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Title: Authorized Signer | ||
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By: |
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Name: | ||
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Title: | ||
Signature Page to Amendment No. 1 to Credit Agreement
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Benefit Street Partners CLO IV, Ltd., | |||
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as a Lender | |||
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By: |
/s/ Xxxx Xxxxx | ||
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Name: Xxxx Xxxxx |
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Title: Authorized Signer |
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By: |
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Name: |
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Title: |
| |
Signature Page to Amendment No. 1 to Credit Agreement
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Benefit Street Partners CLO V, Ltd., | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxx | |
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Name: Xxxx Xxxxx |
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Title: Authorized Signer |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
|
ALPS/Westport Resources Hedged High Income Fund, | ||
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as a Lender | ||
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BY: Sound Point Capital Management, LP as Sub | ||
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|
Investment Advisor | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: Xxxxxx Xxxxxx |
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Title: CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Commonwealth of Pennsylvania, Treasury Department, | |
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as a Lender | |
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BY: Sound Point Capital Management, LP as Investment Advisor | |
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| |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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|
Title: CLO Operations Manager |
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By: |
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Name: |
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Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Commonwealth of Pennsylvania, Treasury | ||
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|
Department - Tuition Account Program, | ||
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as a Lender |
| |
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BY: Sound Point Capital Management, LP as Investment Advisor | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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|
Name: Xxxxxx Xxxxxx | |
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|
|
Title: CLO Operations Manager | |
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By: |
| |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
|
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Xxxxxx Foundation Hospitals, | ||
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as a Lender |
| |
|
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By: Sound Point Capital Management, LP as Manager | ||
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| |
|
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By: |
/s/ Xxxxxx Xxxxxx | |
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|
Name: Xxxxxx Xxxxxx | |
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|
Title: CLO Operations Manager | |
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| |
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By: |
| |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
|
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Xxxxxx Permanente Group Trust, | ||
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as a Lender |
| |
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By: Sound Point Capital Management, LP as Manager | ||
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| |
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By: |
/s/ Xxxxxx Xxxxxx | |
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|
Name: Xxxxxx Xxxxxx | |
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|
Title: CLO Operations Manager | |
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| |
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By: |
| |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Sound Point CLO II, Ltd, |
| |
|
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as a Lender |
| |
|
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BY: Sound Point Capital Management, LP as Collateral Manager | ||
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| |
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By: |
/s/ Xxxxxx Xxxxxx | |
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|
Name: Xxxxxx Xxxxxx | |
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|
|
Title: CLO Operations Manager | |
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| |
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By: |
| |
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Name: | |
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Title: | |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Sound Point CLO III, Ltd, | ||
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as a Lender | ||
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BY: Sound Point Capital Management, LP as Collateral Manager | ||
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| |
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| |
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Sound Point CLO VII, Ltd., | ||
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as a Lender | ||
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BY: Sound Point Capital Management, LP as Collateral Manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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SOUND POINT FLOATING RATE FUND, A | ||
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SERIES OF XXXXXX INSURANCE SERIES LP, | ||
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as a Lender | ||
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BY: Sound Point Capital Management LP As Investment Manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Sound Point Floating Rate Income Fund, | ||
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as a Lender | ||
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BY: Sound Point Capital Management, LP as Investment Advisor | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Teamsters Pension Trust Fund of Philadelphia & Vicinity, | ||
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as a Lender | ||
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BY: Sound Point Capital Management, LP as Investment Advisor | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
CLO Operations Manager |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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Xxxx Xxxxxxx Funds II - Spectrum Income Fund, | ||
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as a Lender | ||
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BY: X. Xxxx Price Associates, Inc. as investment sub-advisor | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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X. Xxxx Price Funds Series II SICAV, | ||
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as a Lender | ||
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By: X. Xxxx Price Associates, Inc., as investment sub-manager of the X. Xxxx Price Funds Series II SICAV | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
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X. Xxxx Price Floating Rate Fund, Inc., | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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X. Xxxx Price Floating Rate Multi-Sector Account Portfolio, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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ACE American Insurance Company, | ||
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as a Lender | ||
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BY: X. Xxxx Price Associates, Inc. as investment advisor | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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X. Xxxx Price Institutional Floating Rate Fund, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Vice President |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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TELOS CLO 2013-3, Ltd., | ||
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as a Lender | ||
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By: Telos Asset Management, LLC | ||
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By: |
/s/ Xxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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TELOS CLO 2013-4, Ltd., | ||
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as a Lender | ||
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By: Telos Asset Management, LLC | ||
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By: |
/s/ Xxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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TELOS CLO 2014-5, Ltd., | ||
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as a Lender | ||
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By: Telos Asset Management, LLC | ||
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By: |
/s/ Xxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
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TELOS CLO 2014-6, Ltd, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxx Xxxxxx | |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
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Signature Page to Amendment No. 1 to Credit Agreement
|
|
Xxxxxxx Institutional Funds, LLC - Xxxxxxx Multi-Asset Core Plus Fund, | ||
|
|
as a Lender | ||
|
|
BY: THL Credit Advisors LLC, as Investment Manager | ||
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By: |
/s/ Xxxxxxxx Xxxx | |
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Name: |
Xxxxxxxx Xxxx |
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Title: |
Managing Director |
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By: |
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Name: |
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Xxxxxxx Investment Company Xxxxxxx Global Opportunistic Credit Fund, | ||
|
|
as a Lender | ||
|
|
BY: THL Credit Advisors LLC, as Investment Manager | ||
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| |
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| |
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By: |
/s/ Xxxxxxxx Xxxx | |
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Name: |
Xxxxxxxx Xxxx |
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Title: |
Managing Director |
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| |
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By: |
| |
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Name: |
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Xxxxxxx Investment Company Xxxxxxx Xxxxx Duration Bond Fund, | ||
|
|
as a Lender | ||
|
|
BY: THL Credit Advisors LLC, as Investment Manager | ||
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| |
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| |
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By: |
/s/ Xxxxxxxx Xxxx | |
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Name: |
Xxxxxxxx Xxxx |
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Title: |
Managing Director |
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| |
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By: |
| |
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Name: |
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Xxxxxxx Investments Ireland Limited on behalf of the Xxxxxxx Floating Rate Fund, a subfund of Xxxxxxx Qualifying Investor Alternative Investment Funds plc, | ||
|
|
as a Lender | ||
|
|
BY: THL Credit Advisors LLC, as Investment Manager | ||
|
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| |
|
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| |
|
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By: |
/s/ Xxxxxxxx Xxxx | |
|
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Name: |
Xxxxxxxx Xxxx |
|
|
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Title: |
Managing Director |
|
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| |
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By: |
| |
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Name: |
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|
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
THL Credit Wind River 2014-2 CLO Ltd., | ||
|
|
as a Lender | ||
|
|
BY: THL Credit Senior Loan Strategies LLC, as Manager | ||
|
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| |
|
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| |
|
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By: |
/s/ Xxxxxxxx Xxxx | |
|
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Name: |
Xxxxxxxx Xxxx |
|
|
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Title: |
Managing Director |
|
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| |
|
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By: |
| |
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Name: |
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|
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
THL Credit Wind River 2014-3 CLO Ltd., | ||
|
|
as a Lender | ||
|
|
BY THL Credit Senior Loan Strategies LLC, as Manager | ||
|
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| |
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| |
|
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By: |
/s/ Xxxxxxxx Xxxx | |
|
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Name: |
Xxxxxxxx Xxxx |
|
|
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Title: |
Managing Director |
|
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| |
|
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By: |
| |
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Name: |
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Trinitas CLO II, Ltd., | ||
|
|
as a Lender | ||
|
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| |
|
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| |
|
|
By: |
/s/ Xxxxxx Xxxxxx | |
|
|
|
Name: |
Xxxxxx Xxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
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| |
|
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By: |
| |
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|
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Name: |
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|
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Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Trinitas CLO III, Ltd., | ||
|
|
as a Lender | ||
|
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| |
|
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| |
|
|
By: |
/s/ Xxxxxx Xxxxxx | |
|
|
|
Name: |
Xxxxxx Xxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
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| |
|
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By: |
| |
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|
|
Name: |
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|
|
Title: |
|
Signature Page to Amendment No. 1 to Credit Agreement
|
|
UBS AG, Stamford Branch, | ||
|
|
as a Lender | ||
|
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|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx Xxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxx |
|
|
|
Title: |
Director |
|
|
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| |
|
|
If a second signature is necessary: | ||
|
|
|
| |
|
|
By: |
/s/ Xxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxx Xxxxxxx |
|
|
|
Title: |
Associate Director |
|
|
Gallatin CLO V 2013-1, Ltd | ||
|
|
As Assignee | ||
|
|
By: MP Senior Credit Partners L.P. | ||
|
|
as its Collateral Manager | ||
|
|
| ||
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|
, | ||
|
|
as a Lender | ||
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| |
|
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|
| |
|
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By: |
/s/ Xxxx Xxxxxxxx | |
|
|
|
Name: |
Xxxx Xxxxxxxx |
|
|
|
Title: |
Principal |
Signature Page to Amendment No. l to Credit Agreement
|
|
Xxxx Xxxxxxx Fund II Floating Rate Income Fund, |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
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|
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|
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By: |
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|
|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Xxxx Xxxxx Western Asset Senior Loans Fund, |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
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|
|
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|
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By: |
|
|
|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
LMP Corporate Loan Fund, Inc., |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
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|
|
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|
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By: |
|
|
|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Mountain Hawk I CLO, LTD., |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
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|
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By: |
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|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Mountain Hawk II CLO, LTD., |
|
|
as a Lender |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
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|
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By: |
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|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Mountain Hawk III CLO, Ltd., |
|
|
as a Lender |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
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By: |
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|
|
Name: |
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|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
MultiMix Wholesale Diversified Fixed Interest Trust, |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
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By: |
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|
|
Name: |
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|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Western Asset Bank Loan (Offshore) Fund, |
|
|
as a Lender |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
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|
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|
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By: |
|
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|
|
Name: |
|
|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Western Asset Floating Rate High Income Fund, |
|
|
LLC, |
|
|
as a Lender |
|
|
BY: Western Asset Management Company as |
|
|
Investment Manager and Agent |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
|
|
|
|
|
|
By: |
|
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|
|
Name: |
|
|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
Western Asset U.S. Bank Loan (Offshore) Fund, |
|
|
as a Lender |
|
|
By: |
/s/ Xxx Xxxxxx |
|
|
|
Name: Xxx Xxxxxx |
|
|
|
Title: Security Operations Specialist |
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
Title: |
Signature Page to Amendment No. 1 to Credit Agreement
|
|
MIHI LLC , |
|
|
as a Lender |
|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Signatory |
|
|
|
|
|
|
|
|
|
|
If a second signature is necessary: | |
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
Name: Xxxxx Xxxxx |
|
|
|
Title: Authorized Signatory |
Signature Page to Amendment No. 1 to Credit Agreement
EXECUTION VERSION
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 5, 2017 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Incremental Term Lenders (as defined below) party hereto, and UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.
PRELIMINARY STATEMENTS
The Borrower, Holdings, the Lenders and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”).
The Borrower has requested commitments for Incremental Term Loans in an aggregate principal amount of $30,000,000 (the “New Term Loan Commitments”), which will be available on the Effective Date (as defined below), and which New Term Loan Commitments shall constitute commitments in respect of Incremental Term Loans (the “New Term Loans”) under the Credit Agreement.
In connection therewith, UBS Securities LLC and UBS AG, Stamford Branch entered into a commitment letter with the Borrower, dated as of May 23, 2017 (the “Commitment Letter”).
Each Person party hereto with a New Term Loan Commitment (an “Incremental Term Lender”) party hereto is willing to make the New Term Loans in the amounts set forth opposite such Incremental Term Lender’s name in Schedule 1.01(a) hereof.
In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:
SECTION 1. Amendments to Existing Credit Agreement. The Existing Credit Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 3 of this Agreement, hereby amended as follows:
(a) Schedule 1.01(a) of the Existing Credit Agreement is amended by adding thereto the New Term Loan Commitments hereunder of the Incremental Term Lenders party hereto as set forth on Schedule 1.01(a) hereto.
(b) Upon the funding of the New Term Loans on the Effective Date, the New Term Loans shall automatically and without further action by any Person constitute additional Initial Term Loans (and shall have the same terms as the Initial Term Loans) for all purposes of the Credit Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of the New Term Loans to (i) repay $15,750,000 in Revolving Loans (“Revolving Loan Repayment”) and (ii) for working capital and general corporate purposes permitted under the Credit Agreement.
(c) If the New Term Loans are initially funded as LIBO Rate Loans, on the Effective Date there shall commence an initial Interest Period with respect to the New Term Loans that shall end on
the last day of the Interest Period applicable to the existing Initial Term Loans as in effect immediately prior to the Effective Date.
(d) The scheduled amortization payments in respect of Initial Term Loans under Section 2.10 of the Existing Credit Agreement shall be automatically ratably increased by the aggregate principal amount of the New Term Loans and (ii) the Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the New Term Loans are included in each borrowing and repayment of Initial Term Loans on a pro rata basis. Any remaining outstanding amount of New Term Loans shall be repaid in full on the Initial Term Loan Maturity Date.
(e) The New Term Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of New Term Loans pursuant to Section 2 below.
SECTION 2. Incremental Term Lenders. Each Incremental Term Lender party hereto hereby acknowledges and agrees that it has a New Term Loan Commitment in the amount set forth opposite such Incremental Term Lender’s name on Schedule 1.01(a) to this Agreement and agrees to severally make to the Borrower, Incremental Term Loans on the Effective Date, in Dollars, in an aggregate amount not in excess of such Incremental Term Lender’s New Term Loan Commitment hereunder. From and after the Effective Date, (a) each Incremental Term Lender party hereto shall be a Term Lender for all purposes under the Credit Agreement and the other Loan Documents and (b) the New Term Loan Commitments of each Incremental Term Lender party hereto shall be a commitment for Initial Term Loans for all purposes under the Credit Agreement and the other Loan Documents.
SECTION 3. Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:
(a) this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and Incremental Term Loan Lenders;
(b) (i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) as of the Effective Date, no Event of Default shall exist;
(c) The Revolving Loan Repayment shall occur substantially concurrently with the effectiveness of this Amendment;
(d) substantially concurrently with the effectiveness of this Agreement, (A) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 4 of this Agreement, and (B) all fees and other amounts due and payable as of the Effective Date under the Commitment Letter shall have been paid;
(e) the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Agreement,
(B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organization Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party (or certify that the Organization Documents of such Loan Party previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization;
(f) the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower as to the matters set forth in Section 3(b) and (c) of this Agreement;
(g) the Administrative Agent shall have received three Business Days prior to the Effective Date (or such later date as the Administrative Agent reasonably agrees) all documentation and other information requested by the Incremental Term Lenders five Business Days prior to the Effective Date with respect to the Borrower and the Guarantors under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act;
(h) the Administrative Agent shall have received a Borrowing Request as required pursuant Section 2.03 of the Existing Credit Agreement;
(i) the Administrative Agent shall have received a certificate, in substantially the form delivered to the Administrative Agent on the Closing Date, from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, after giving effect to the effectiveness of this Agreement and the making of the New Term Loans and the Revolving Loan Repayment, in each case, on the Effective Date and the other transactions contemplated hereby, are solvent; and
(j) the Administrative Agent shall have received, on behalf of itself, and the Incremental Term Lenders, written opinions of Xxxxxxx Procter LLP and Xxxxxxx Xxxxxx Xxxxxx Xxxx, P.A., counsel for the Loan Parties.
SECTION 4. Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.
SECTION 5. Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.
SECTION 6. FATCA. From and after the Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel
for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”
SECTION 7. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.
SECTION 8. Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.
SECTION 9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.
SECTION 10. Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.
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WORLD TRIATHLON CORPORATION, as Borrower | |
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By |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Chief Executive Officer and President |
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WORLD ENDURANCE HOLDINGS, INC, as | |
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Holdings | |
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By |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Chief Executive Officer and President |
[Amendment No. 2]
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UBS AG. Stamford Branch, |
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as Administrative Agent |
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By |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Associate Director |
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By |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Director |
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UBS AG, Stamford Branch, |
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as Incremental Term Loan Lender |
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By |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Associate Director |
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By |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Director |
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ACKNOWLEDGED AND AGREED: |
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IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Name: Xxxxxx Xxxxxxx | ||
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Title: |
Title: Chief Executive Officer and President | ||
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IRONMAN MARYLAND EVENTS, LLC, as Subsidiary |
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Guarantor |
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By: WORLD TRIATHLON CORPORATION, its sole member |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Name: Xxxxxx Xxxxxxx | ||
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Title: |
Title: Chief Executive Officer and President | ||
[Amendment No. 2]
Schedule 1.01(a)
New Term Loan Commitment
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Lender |
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New Term Loan Commitment |
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Pro Rata Share |
| |
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UBS AG, Stamford Branch |
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$ |
30,000,000 |
|
100 |
% |
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Total |
|
$ |
30,000,000 |
|
100 |
% |
Execution Version
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of January 18, 2019 (this “Agreement”), is made by and among World Triathlon Corporation, a Florida corporation (the “Borrower”), World Endurance Holdings, Inc., a Delaware corporation (“Holdings”), the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), the Revolving Lenders party hereto, the Swingline Lender, the Issuing Bank and UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.
PRELIMINARY STATEMENTS
The Borrower, Holdings, the Lenders, the Swingline Lender, the Issuing Bank and the Administrative Agent have entered into that certain Credit Agreement, dated as of June 26, 2014 (as amended by (x) Amendment No. 1 to Credit Agreement dated as of November 18, 2015, (y) Amendment No. 2 to Credit Agreement dated as of June 5, 2017 and (z) as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).
The Borrower has requested to extend the maturity and termination date of the Revolving Credit Commitments existing on the Effective Date.
Subject to the terms and conditions of the Credit Agreement, including Section 2.23 thereof, the Borrower may make an Extension Offer to extend the Revolving Credit Maturity Date and establish Extended Revolving Credit Commitments and Extended Revolving Loans by entering into an Extension.
Subject to the terms and conditions of this Agreement, the undersigned Revolving Lenders constituting all of the Revolving Lenders as of the date hereof, the Swingline Lender and the Issuing Bank have agreed to extend the Revolving Credit Maturity Date and establish Extended Revolving Credit Commitments and Extended Revolving Loans pursuant to this Agreement.
Section 9.02(d) and Section 2.23 of the Credit Agreement provide that the Credit Agreement and the other Loan Documents may be amended to effect an Extension for certain purposes.
In consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:
SECTION 1. Amendment to Credit Agreement. The Credit Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 3 of this Agreement, hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in their correct alphabetical order:
“Second Amendment” means Amendment No. 2 to this Agreement, dated as of June 5, 2017, among each Loan Party, the Lenders party thereto and the Administrative Agent.
“Third Amendment” means Third Amendment to this Agreement, dated as of January 18, 2019 among each Loan Party, the Revolving Lenders party thereto and the Administrative Agent.
(b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety the definition of “Revolving Credit Maturity Date” to read as follows:
“Revolving Credit Maturity Date” shall mean the date that is the earliest of (i) Xxxxx 00, 0000, (xx) 90 days prior to the Initial Term Loan Maturity Date and (iii) 90 days prior to the stated maturity date of any Additional Term Loan.
(c) Section 9.01(a)(i) of the Credit Agreement is amended by adding the following at the end thereof:
“with a copy to (which shall not constitute notice to any Loan Party):
Xxxxxxxxx Xxxxxxx, P.A.
000 Xxxxxxxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxxx”
(d) Section 9.01(a)(ii) of the Credit Agreement is amended by replacing the following as counsel to the Administrative Agent:
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telephone: x0(000)000-0000
Facsimile: x0(000)000-0000
Attention: Xxxxxxx Xxxxxx
SECTION 2. Conditions to Effectiveness. This Agreement shall become effective on the date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:
(a) this Agreement shall have been executed and delivered by the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent, Revolving Lenders signatory hereto, the Swingline Lender and the Issuing Bank;
(b) the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties of each Loan Party set forth in Article 3 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) as of the Effective Date, no Event of Default shall exist;
(c) substantially concurrently with the effectiveness of this Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date under the Credit Agreement or this Agreement, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 3 of this Agreement;
(d) the Administrative Agent shall have received a (i) a certificate of the Borrower dated as of the Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body authorizing the execution, delivery and performance by each Loan Party of this Agreement, (B) identify by name and title and bear the signatures of the officers of each Loan Party authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of the such Loan Party (or certify that the Organizational Documents of such Loan Party previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for the Borrower and each Guarantor from its jurisdiction of organization;
(e) the Administrative Agent shall have received three Business Days prior to the Effective Date (or such later date as the Administrative Agent reasonably agrees) a certification of beneficial ownership of the Borrower required under 31 C.F.R. § 1010.230;
(f) the Administrative Agent shall have received a certificate, in substantially the form delivered to the Administrative Agent on the Closing Date, from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries, after giving effect to the effectiveness of this Agreement on the Effective Date and the other transactions contemplated hereby, are solvent;
(g) the Administrative Agent shall have received, on behalf of itself, and the Lenders, written opinions of Xxxxxxxxx Xxxxxxx, LLP, Xxxxxxxxx Xxxxxxx, P.A. and Xxxxxxx LLP as counsel for the Loan Parties; and
(h) each Revolving Lender shall have received a consent fee, in cash, for its own account equal to 0.50% of its Revolving Credit Commitment.
SECTION 3. Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 9.03 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement subject to the limitations set forth therein.
SECTION 4. Condition Subsequent. On or before January 30, 2019 (or such other date that the Administrative Agent may agree, in writing, in its sole discretion), the Borrower and the other Loan Parties shall have complied with Section 5.15 with respect to each of the following entities and each of the following entities shall have joined the Loan Documents as Loan Parties: Competitor Group Holdings, Inc., Competitor Group, Inc. and Competitor Group Events, Inc. For the avoidance of doubt, failure to comply with the foregoing condition would be an immediate Event of Default under the Credit Agreement and the other Loan Documents.
SECTION 5. Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties as and to the extent provided in the Loan Documents.
SECTION 6. FATCA. The Borrower reaffirms its obligation to indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
SECTION 7. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.02 of the Credit Agreement.
SECTION 8. Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this Agreement is a Loan Document. This Agreement shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.
SECTION 9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 9.10 AND 9.11 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.
SECTION 10. Severability. To the extent permitted by law, any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 11. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above
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WORLD TRIATHLON CORPORATION, as Borrower | |
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By |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Chief Executive Officer and President |
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WORLD ENDURANCE HOLDINGS, INC, as Holdings | |
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By |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Chief Executive Officer and President |
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IMU HOLDINGS, LLC, as Subsidiary Guarantor | |
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By: World Triathlon Corporation, its Sole Member |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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CHESAPEAKE BAY BRIDGE RUN, LLC, as Subsidiary | |
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Guarantor | |
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By: World Triathlon Corporation, its Sole Member |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
[Signature Page — Third Amendment]
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IRONMAN HOLDINGS I LLC, as Subsidiary Guarantor | |
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By: World Triathlon Corporation its Sole Member |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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COMPETITOR GROUP HOLDINGS, INC, as Subsidiary | |
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Guarantor | |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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COMPETITOR GROUP, INC., as Subsidiary Guarantor | |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
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COMPETITOR GROUP EVENTS, INC., as Subsidiary | |
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Guarantor | |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Chief Executive Officer and President |
[Signature Page — Third Amendment]
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UBS AG, Stamford Branch, |
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as Administrative Agent |
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By |
/s/ Xxxxxxx Xxxx | |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Director |
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Banking Products Services, US |
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By |
/s/ Xxxxxxx Xxxxx | |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Director |
[Signature Page to Third Amendment]
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UBS AG, Stamford Branch, |
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as Revolving Lender, Issuing Bank and Swingline Lender |
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By |
/s/ Xxxxxxx Xxxx | |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Director |
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Banking Products Services, US |
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By |
/s/ Xxxxxxx Xxxxx | |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Director |
[Signature Page to Third Amendment]
