SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of November 9, 2017 (the “Amendment”), is made pursuant to that certain Third Amended and Restated Revolving Credit and Security Agreement dated as of May 22, 2015 (as amended, restated, modified or supplemented from time to time, the “Agreement”), by and among PENNANTPARK FLOATING RATE FUNDING I, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); PENNANTPARK INVESTMENT ADVISERS, LLC, a Delaware limited liability company, as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”); the LENDERS from time to time party thereto; SUNTRUST BANK (“SunTrust Bank”), as administrative agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. BANK NATIONAL ASSOCIATION, as custodian (in such capacity, together with its successors and assigns, the “Custodian”); U.S. BANK NATIONAL ASSOCIATION, as collateral administrator (in such capacity, together with its successors and assigns, the “Collateral Administrator”); and U.S. BANK NATIONAL ASSOCIATION, as backup collateral manager (in such capacity, together with its successors and assigns, the “Backup Collateral Manager”).
Section 1. Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement.
Section 2. Amendments.
2.1. The defined terms “Interest Rate,” Lender Fee Letter”, “Single Covenant Obligation” and “Reinvestment Period” appearing in Section 1.01 of the Agreement shall be amended and restated in its entirety and as so amended and restated shall read as follows:
“Interest Rate” means, for any Interest Accrual Period and for each Advance outstanding by a Lender for each day during such Interest Accrual Period:
(a) a rate equal to the Alternative Rate plus the Applicable Margin; and
(b) with respect to any Swingline Advance, a rate equal to the Base Rate plus the Applicable Margin minus 1.00% per annum.
“Lender Fee Letter” means, collectively, (i) that certain Seventh Amended and Restated Lender Fee Letter, dated as of the Second Amendment Effective Date, by and among the Lenders, the Borrower and the Administrative Agent, as the same may be amended or amended and restated from time to time, and (ii) any upfront fee letters entered into by and among any Lender and the Borrower.
“Single Covenant Obligation” means a loan, debt obligation or Participation Interest (for purposes of this definition, a “loan”) that:
(i) is not a Covenant Lite Loan,
(ii) does not require the Obligor to comply with at least two of the following financial covenants during each reporting period applicable to such Collateral Loan, whether or not any action by, or event relating to, the Obligor has occurred: maximum leverage, maximum senior leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net worth, minimum debt service coverage, minimum interest coverage, maximum capital expenditures, minimum EBITDA, or other customary financial covenants; and
(iii) either, at the time of acquisition of such loan: (a) is an Eligible First Lien Obligation, or (b)(x) has an Obligor with a trailing twelve month EBITDA of at least the Dollar Equivalent of $40,000,000, (y) has a rating of at least “B-” from S&P and “B3” from Xxxxx’x, and (z) is an Eligible Second Lien Obligation.
“Reinvestment Period” means the period from and including the Closing Date to and including the earlier of (a) November 9, 2020 (or such later date as may be agreed by the Borrower and each of the Lenders and notified in writing to the Agents) or (b) the date of the termination of the Commitments pursuant to Section 6.01.
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2.2. Clause (p) of the defined term “Collateral Loan” appearing in Section 1.01 of the Agreement is hereby amended and restated in its entirety and as so amended and restated shall read as follows:
(p) has an Obligor with a trailing twelve-month EBITDA of at least the Dollar Equivalent of $7,500,000;
2.3. The following clauses appearing in the defined term “Concentration Limit” appearing in Section 1.01 of the Agreement are hereby amended and restated in their entirety and as so amended and restated shall read as follows:
(u) not more than 17.5% consists of Collateral Loans that have an Obligor with a trailing twelve-month EBITDA of less than the Dollar Equivalent of $15,000,000;
(y) not more than 10.0% consists of Eligible Covenant Lite Loans;
2.4. Section 1.01 of the Agreement shall be further amended by deleting any and all references to the defined term “CP Rate”.
2.5. Section 1.01 of the Agreement shall be further amended by inserting the following defined term in alphabetical order, such defined term to read as follows:
“Second Amendment Effective Date” means November 9, 2017.
2.6. Section 15.19(c) of the Agreement is hereby amended by adding the following sentence at the end thereof:
For the avoidance of doubt, Mountcliff Funding LLC (“Mountcliff”) shall be the related CP Conduit for Société Générale (“SG”) with respect to Syndicated Advances denominated in Dollars. Mountcliff’s making, funding or maintaining any such Dollar-denominated Syndicated Advance shall satisfy SG’s Commitment to make, fund or maintain such Syndicated Advance, and SG’s unfunded Commitment shall be reduced by the principal amount of Mountcliff’s Syndicated Advances. Notwithstanding the otherwise-applicable restrictions on assignment set forth in Section 15.06(a), without the consent of any Person other than SG and Mountcliff and without delivering an Assignment and Acceptance or any new or additional tax forms, (i) SG may, with the consent of Mountcliff, at any time assign to
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Mountcliff all or any portion of SG’s Dollar-denominated Syndicated Advances, together with SG’s rights (including, without limitation, the right to receive payments of principal and interest thereon) and obligations with respect thereto, and (ii) Mountcliff may, with the consent of SG or pursuant to any purchase commitment made by SG to Mountcliff, at any time assign to SG all or any portion of Mountcliff’s Dollar-denominated Syndicated Advances, together with Mountcliff’s rights (including, without limitation, the right to receive payments of principal and interest thereon) and obligations with respect thereto. Promptly following any such assignment by SG to Mountcliff or by Mountcliff to SG, as the case may be, SG shall notify the Administrative Agent of such assignment and principal amount of Syndicated Advances so assigned, and the Administrative Agent shall record such assignment in the Register pursuant to Section 15.06(d).
2.7. Schedule 1 to the Agreement shall be amended and restated in its entirety and as so amended and restated shall read as set forth on Exhibit A attached hereto.
2.8. Schedule 6 to the Agreement shall be amended and restated in its entirety and as so amended and restated shall read as set forth on Exhibit B attached hereto.
Section 3. Assignment. Société Générale (“SG”) and Mountcliff Funding LLC (“Mountcliff”) hereby notify the other parties hereto that on the date hereof, SG assigned to Mountcliff, and Mountcliff assumed from SG, 100% of SG’s outstanding Dollar-denominated Syndicated Advances with an aggregate principal amount of $12,020,000.01 as contemplated by Section 15.19(c) of the Agreement (as amended hereby). The parties hereto acknowledge and consent to such assignment, and any requirement of prior notice of, or an Assignment and Acceptance for, such assignment are hereby waived solely with respect to such assignment and on a one-time basis. The Administrative Agent shall record such assignment in the Register pursuant to Section 15.06(d) of the Agreement
Section 4. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
4.1. The Administrative Agent, the Borrower, the Collateral Manager, and the Lenders shall have executed and delivered this Amendment.
4.2. The Administrative Agent and each Lender shall have received all fees due and payable under the Seventh Amended and Restated Lender Fee Letter dated as of Second Amendment Effective Date, by and among the Administrative Agent, each Lender and the Borrower, and any other fees due and payable to the Administrative Agent or its affiliates.
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4.3. The Administrative Agent shall have received an opinion from Borrower’s counsel in form and substance satisfactory to the Administrative Agent.
4.4. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel.
Section 5. Representations of the Borrower and Collateral Manager. Each of Borrower and Collateral Manager hereby represent and warrant to the parties hereto that as of the date hereof (a) each of their respective representations and warranties contained in Article IV of the Agreement and any other Facility Documents to which it is a party are true and correct in all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, and then are true and correct as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing under the Agreement.
Section 6. Agreement in Full Force and Effect. Except as specifically amended herein, the Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.
Section 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe Portable Document Format File (also known as an “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.
Section 8 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement to be executed and delivered by their duly authorized officers as of the date hereof.
“BORROWER” AND “COLLATERAL MANAGER” | ||
PENNANTPARK FLOATING RATE FUNDING I, LLC, as Borrower | ||
By: | PENNANTPARK FLOATING RATE CAPITAL LTD., its Designated Manager |
By: | /s/ Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: CEO | ||
PENNANTPARK INVESTMENT ADVISERS, LLC, as Collateral Manager | ||
By: | /s/ Xxxxxx Xxxx | |
Name: Xxxxxx Xxxx | ||
Title: CEO |
[Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement]
“ADMINISTRATIVE AGENT” AND “REQUIRED LENDER” | ||
SUNTRUST BANK, as Administrative Agent | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx | ||
Title: Vice President | ||
SUNTRUST BANK, as Lender | ||
By: | /s/ Xxxxx Xxxxxxx | |
Name: Xxxxx Xxxxxxx | ||
Title: First Vice President |
[Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement]
“LENDERS” | ||
XXXXXXX SACHS BANK USA, as Lender | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Xxxx Xxxxxx | ||
Title: Authorized Signatory |
XXXXXX XXXXXXX BANK, N.A., as Lender | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: Xxxxxxx Xxxx | ||
Title: Authorized Signatory |
CAPITAL ONE, N.A., as Lender | ||
By: | /s/ Young Son | |
Name: Young Son | ||
Title: Director |
CITY NATIONAL BANK, as Lender | ||
By: | /s/ Xxxxxxx Xxxxxxxx | |
Name: Xxxxxxx Xxxxxxxx | ||
Title: Senior Vice President |
COMERICA BANK, as Lender | ||
By: | /s/ Xxxxxxx X’Xxxxxx | |
Name: Xxxxxxx X’Xxxxxx | ||
Title: Vice President |
BANK OF NEW YORK MELLON, as Lender | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Name: Xxxxx X. Xxxxxxxx | ||
Title: Managing Director |
[Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement]
SOCIÉTÉ GÉNÉRALE, as Lender | ||
By: | /s/ Julien Thinat | |
Name: Julien Thinat | ||
Title: Authorized Signatory |
MOUNTCLIFF FUNDING LLC, as a related CP Conduit | ||
By: | /s/ Xxxx Xxxx | |
Name: Xxxx Xxxx | ||
Title: Authorized Signatory |
[Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement]
EXHIBIT A
TO
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
SCHEDULE 1
COMMITMENTS AND PERCENTAGES
LENDER | RELATED CP CONDUIT (DOLLAR SYNDICATED ADVANCES) |
COMMITMENT | PERCENTAGE | |||||||||
SunTrust Bank |
$ | 200,000,000.00 | 52.63157894 | % | ||||||||
Xxxxxxx Xxxxx Bank USA |
$ | 15,000,000.00 | 3.94736842 | % | ||||||||
Xxxxxx Xxxxxxx Bank, N.A. |
$ | 10,000,000.00 | 2.63157895 | % | ||||||||
Capital One, N.A. |
$ | 75,000,000.00 | 19.73684211 | % | ||||||||
City National Bank |
$ | 25,000,000.00 | 6.5789474 | % | ||||||||
Comerica Bank |
$ | 20,000,000.00 | 5.00000000 | % | ||||||||
Bank of New York Mellon |
$ | 10,000,000.00 | 2.63157895 | % | ||||||||
Société Générale |
Mountcliff Funding LLC | $ | 25,000,000.00 | 6.5789474 | % | |||||||
FACILITY AMOUNT |
$ | 380,000,000.00 | 100.0000000 | % | ||||||||
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EXHIBIT B
TO
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
SCHEDULE 6
NOTICE INFORMATION
If to the Administrative Agent: | SunTrust Bank 000 Xxxxxxxxx Xx., XX, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone No.: 000.000.0000 Facsimile No.: 404.813.0000 Email: Xxxxxxx.Xxxxx@XxxXxxxx.xxx | |
SunTrust Bank: | If for Notices of Borrowing or Paydown Notices:
SunTrust Bank 000 Xxxxxxxxx Xxxxxx, XX, 00xx Xxxxx Attention: ASG Funding Telephone: (000) 000-0000 Facsimile: (000) 000-0000
With a copy to:
SunTrust Bank Email: XXXX.XxxxxXxxxxxxxxx@XxxXxxxx.xxx Attention: ASG Portfolio
Management |
If for reporting or compliance submissions:
SunTrust Bank Email: XXXX.XxxxxXxxxxxxxxx@XxxXxxxx.xxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 Primary Contact: Xxxxxxx Xxxxx Secondary Contact: Xxxxxxx Xxxxxxx | ||
Xxxxxxx Xxxxx Bank USA | 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxxx E-mail: xxxxxx.xxxxxxxx@xx.xxx Telephone No: (000) 000-0000 | |
Xxxxxx Xxxxxxx Bank, N.A.: | Initial Funding, Closing and Upfront Fee Notices:
0 Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxxxx E-mail: xxxxxxxxxxx@xxxxxxxxxxxxx.xxx Facsimile No.: (000) 000-0000 Telephone No: (000) 000-0000 | |
Borrowing Notices:
0000 Xxxxxx Xxxxxx Thames Street Wharf, 4th Floor Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxxx Loan Servicing Facsimile No.: (000) 000-0000 Telephone No: (000) 000-0000 |
Documentation and Servicing Notices:
0000 Xxxxxx Xxxxxx Thames Street Wharf, 4th Floor Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx E-mail: xxx0xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx Facsimile No.: (000) 000-0000 Telephone No: (000) 000-0000
With a copy to:
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxx E-mail: xxxxx.xxxx@xxxxxxxxxxxxx.xxx Facsimile No.: (000) 000-0000 Telephone No: (000) 000-0000 | ||
Legal Notices:
1221 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal and Compliance Division Facsimile No.: (000) 000-0000 | ||
Capital One, N.A.: | Capital One, N.A. 00 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxxx Telephone No.: (000) 000.0000 Facsimile No.: (000) 000.0000 Email: xxxx.xxxxx@xxxxxxxxxx.xxx | |
With a copy to: | Capital One, N.A. 0000 Xxxxxxx Xxxxxx, 0X Xxxxx Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: xxxxxxx.xxxxxxx@xxxxxxxxxx.xxx |
City National Bank: | City National Bank 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx Attention: Xxxx Xxxxxxxx Telephone No.: (000) 000-0000 Email: xxxx.xxxxxxxx@xxx.xxx | |
Comerica | Comerica Bank U.S. Banking - East Group Xxxxxx Xxxxxx Xxxxxx 0000 Xxxxxx Xxxx - MC 2397 Xxxxxx Xxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X’Xxxxxx Vice President & Alternate Group Manager Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx | |
Bank of New York Mellon | The Bank of New York Mellon 0000 Xxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone No.: (000) 000-0000 Email: XXXX0@xxxxxxxxx.xxx | |
Société Générale | Société Générale 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Julien Thinat / Xxxx-Xxxxxx Xxxxxx Telephone No.: x0 000 000 0000/ x0 000 000 0000 Email: xxxx-xxxx-xxxxxxx-xxxx-xxxxxxx@xxxxx.xxx | |
Mountcliff Funding LLC | Mountcliff Funding LLC c/o Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx – 16th Floor Mail Stop XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Commercial Paper – Mountcliff/20 Gates Facsimile No.: (000) 000-0000 Email: xxxx.xxxxx@xx.xxx |
With a copy to: | 20 Gates Management LLC 00 Xxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx Xxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: xxxxx@00xxxxx.xxx and xxxxxxxxxx@00xxxxx.xxx | |
If to the Collateral Agent, the Collateral Administrator or the Securities Intermediary: | U.S. Bank National Association Corporate Trust Services – CDO Xxxx Xxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx Attention: Xxxxxxxx Xxxxxx Ref: PennantPark Floating Rate Funding I, LLC Facsimile No.: (000)-000-0000 Telephone No: (000)-000-0000 E-mail: xxxxxxxx.xxxxxx@xxxxxx.xxx | |
If to the Custodian: | U.S. Bank National Association 0000 Xxxxx Xxx Xxxxxxxx, Xxxxx Xxxxxxxx 00000 Mail Code: Ex - SC - XXXX Ref: PennantPark Floating Rate Funding I, LLC Attention: Xxxxxx Xxxxxxx E-mail: xxxxxx.xxxxxxx@xxxxxx.xxx Facsimile No.: (000)-000-0000 Telephone No: (000)-000-0000 | |
If to the Backup Collateral Manager: | U.S. Bank National Association Corporate Trust Services Backup Servicing/PennantPark Floating Rate Funding EP-MN-WS3D 00 Xxxxxxxxxx Xxxxxx Xx. Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Franco Facsimile: (000)-000-0000 Telephone No.: (000)-000-0000 E-mail: Xxxxxxx.Xxxxxx@XXXxxx.xxx |
If to the Borrower: | PennantPark Floating Rate Funding I, LLC Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx Email: Xxxx@xxxxxxxxxxx.xxx
and:
Attention: Aviv Efrat Phone: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: Xxxxx@xxxxxxxxxxx.xxx | |
If to the Collateral Manager: | PennantPark Investment Advisers, LLC Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx
and:
Attention: Xxx Xxxxxxxxx III Phone: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: Xxxxxxxxx@xxxxxxxxxxx.xxx |