AMENDMENT TO CREDIT AGREEMENT July 10, 2020
Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT
July 10, 2020
This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the date hereof, is made by and among CPI CG INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), GLAS USA LLC, as administrative agent for the lenders (in such capacity, the “Administrative Agent”), and GLAS Americas LLC, as collateral agent for the lenders (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, the “Agents” and each an “Agent”)).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, Holdings, the Lenders party thereto and the Agents entered into that certain Credit Agreement, dated as of August 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, including the First Amendment to First Lien Credit Agreement, dated as of December 31, 2016, and the First Lien Amending Agreement, dated as of March 6, 2020, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Credit Agreement;
WHEREAS, pursuant to Section 4 of the First Lien Amending Agreement, the Borrower is required to deliver duly executed Control Agreements as set forth therein;
WHEREAS, each Lender has agreed to indemnify the Agents on the terms set forth in Section 8.12(b) of the Credit Agreement; and
WHEREAS, certain Subsidiaries of Holdings and the Collateral Agent are party to that certain Deposit Account Control Agreement dated July 10, 2020 (the “Xxxxx Fargo DACA”), among such Subsidiaries, the Collateral Agent, the Super Senior Administrative Agent, and Xxxxx Fargo Bank, National Association, as depositary bank;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:
1.Amendment. Subject to the satisfaction of the conditions set forth in Section 2 hereof, the Consenting Lenders (constituting the Required Lenders) hereby agree to amend Section 8.12 of the Credit Agreement by adding the following new clause (d) immediately after clause (c) thereof:
(d)Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, to the extent the Collateral Agent or any of its Related Parties is entitled to indemnification under Section 8.12(b) in any matter relating to or arising out of, or in connection with or as a result of the Collateral Agent’s indemnification obligations under that certain Deposit Account Control Agreement dated July 10, 2020 by and among certain Subsidiaries of Holdings, the Collateral Agent, the Super Senior Administrative Agent, and Xxxxx Fargo Bank, National Association (the “Xxxxx Fargo DACA”), the Lenders agree to pay such amounts no later than three (3) days prior to the date the Collateral Agent is required to make any indemnification payment under the Xxxxx Fargo DACA.
2.Conditions to Effectiveness. The satisfaction (or waiver in writing by the Agents) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):
(a)Receipt by the Agents of a fully-executed copy of this Amendment by Holdings, the Borrower, the other Loan Parties, the Agents and the Required Lenders.
(b)Borrower shall pay all the invoiced out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of any attorneys retained by the Agents) required to be paid pursuant to Section 9.03 of the Credit Agreement and the reasonable fees and expenses of Xxxx Xxxxxxxx LLP invoiced by Xxxx Xxxxxxxx LLP, which costs, expenses and fees shall not to exceed $4,500 in the aggregate, in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto.
3.GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURISDICTION, CONSENT TO SERVICE OF PROCESS AND WAIVER OF JURY TRIAL SET FORTH IN SECTION 9.09 AND 9.10 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
4.Counterpart Execution; Electronic Transmission. This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be transmitted and/or signed by telefacsimile and by signatures delivered in ‘PDF’ format by electronic mail. Subject to any Requirement of Law, the effectiveness of any such documents and signatures shall have the same force and effect as an original copy with manual signatures and shall be binding on all Loan Parties, the Agents, and the Lenders.
5.Effect on Loan Documents. The Borrower, Holdings, the other Loan Parties, the Administrative Agent, the Collateral Agent and the Consenting Lenders hereby acknowledge and agree that the Credit Agreement and each other Loan Document shall continue to be and remain unchanged and in full force and effect in accordance with the respective terms of each, except as expressly provided herein. Nothing herein shall be deemed to entitle the Borrower, Holdings, or the other Loan Parties to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or the other Loan Documents in similar or different circumstances. Nothing contained in this Amendment shall be construed or interpreted or is intended as a waiver of or limitation on any rights, powers, privileges, rights to indemnification or reimbursement, protections or remedies that the Administrative Agent, the Collateral Agent or the Lenders have or may have under the Credit Agreement or any other Loan Document (as amended pursuant to this Amendment) on account of any Default or Event of Default. From and after the Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document, shall mean the Credit Agreement, as amended by, among other things, this Amendment, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Amendment, the Xxxxx Fargo DACA and any other Control Agreement entered into in connection with the transactions contemplated by the Credit Agreement.
6.Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties hereto concerning its subject matter.
7.Agent Authorization. Each of the Consenting Lenders hereby authorizes and directs the Administrative Agent and the Collateral Agent to execute and deliver this Amendment, in each case on behalf of the Lenders and each of the Consenting Lenders acknowledges and agrees that the rights, powers, privileges, rights to indemnification or reimbursement, protections or remedies afforded the Administrative Agent and the Collateral Agent under the Credit Agreement and the other Loan Documents
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shall apply to the execution hereof and any action (or inaction) required hereunder or in connection with the transactions contemplated hereunder.
8.Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
9.Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10.Receipt. The Collateral Agent in its capacity as the Designated First Lien Priority Representative under the Intercreditor Agreement acknowledges receipt of this Amendment for purposes of Section 6.03(e) of the Intercreditor Agreement.
[Signature pages follow]
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| CPI CG INC., as Borrower | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI CARD GROUP INC., as Holdings | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| OTHER LOAN PARTIES: | |
| | |
| CPI CARD GROUP - INDIANA, INC. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI HOLDING CO. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI CARD GROUP - COLORADO, INC. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI CARD GROUP - MINNESOTA, INC. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI CARD GROUP - NEVADA, INC. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
| | |
| CPI CARD GROUP - TENNESSEE, INC. | |
| | |
| By: | /s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Vice President | |
[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]
| GLAS USA LLC, as Administrative Agent for the Lenders | |
| | |
| | |
| By: | /s/ Xxxxx Xxxxxx |
| Name: Xxxxx Xxxxxx | |
| Title: Assistant Vice President | |
| | |
| | |
| GLAS Americas LLC, as Collateral Agent for the Lenders | |
| | |
| | |
| By: | /s/ Xxxxx Xxxxxx |
| Name: Xxxxx Xxxxxx | |
| Title: Assistant Vice President | |
[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]
| GUGGENHEIM LENDERS LISTED ON SCHEDULE I ATTACHED HERETO (excluding Private Debt Investors Feeder, LLC), severally and not jointly, acting by and through Guggenheim Partners Investment Management, LLC, as investment manager and not in its individual capacity | |
| | |
| | |
| By: | /s/ Xxxxx X. Xxxxxxxx |
| Name: Xxxxx X. Xxxxxxxx | |
| Title: Attorney-in-Fact | |
| | |
| | |
| PRIVATE DEBT INVESTORS FEEDER, LLC | |
| By: Guggenheim Corporate Funding, LLC, its Manager | |
| | |
| | |
| By: | /s/ Xxxxx X. Xxxxxxxx |
| Name: Xxxxx X. Xxxxxxxx | |
| Title: Attorney-in-Fact | |
[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]
| GUGGENHEIM CREDIT SERVICES, LLC | |
| | |
| | |
| By: | /s/ Xxxx X. Xxxxxxxxx |
| Name: Xxxx X. Xxxxxxxxx | |
| Title: Attorney-in-Fact | |
[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]
| SAVE I, LLC | |
| | |
| | |
| By: | /s/ Xxxxxx Xxxxxxx |
| Name: Xxxxxx Xxxxxxx | |
| Title: Assistant Secretary | |
[SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT]
SCHEDULE I
21st Century Fox America, Inc. Master Trust | 21CF |
Blue Cross and Blue Shield of Florida, Inc. | BCBS-FL |
Verger Capital Fund LLC | VERGER |
Chevron Master Pension Trust | CVR |
Sonoma County Employees' Retirement Association | SNM |
Guggenheim Loan Master Fund, Ltd. | XXX0 |
Xxxx Xxxxxx CLO Designated Activity Company | CORK |
Guggenheim U.S. Loan Fund II | QIF-II |
Guggenheim U.S. Loan Fund | QIF-I |
Guggenheim Funds Trust - Guggenheim Macro Opportunities Fund | GIO |
I.A.M. National Pension Fund - Bank Loan Strategy | IAM-XX |
Xxxxxxxxxx Private Debt Fund Note Issuer, LLC | PDFNI |
NZC Guggenheim Master Fund Limited | NZCG |
Guggenheim U.S. Loan Fund III | QIF-III |
Guggenheim Strategic Opportunities Fund | GOF-FI |
Guggenheim Variable Funds Trust - Series F (Floating Rate Strategies Series) | GIF-VIT |
Maverick Enterprises, Inc. | MAV |
South Carolina Retirement Systems Group Trust | SOCAR |
Wilshire Institutional Master Fund SPC - Guggenheim Alpha Segregated Portfolio | BP-ALPHA |
EAF comPlan II - Private Debt | COMPLANFV |
Endurance Specialty Insurance Ltd. | ESH2 |
Xxxxxx Field II CLO Ltd. | MERCERII |
1828 CLO Ltd. | 1828CLO |
Seven Sticks CLO Ltd. | 7STICKS |
Hempstead II CLO Ltd. | HEMPII |
Private Debt Investors Feeder, LLC | PDIF |
