EIGHTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), effective as of December 21, 2023, is by and among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and CIBC BANK USA, as administrative agent for the Lenders (in such capacity, the “Agent”).
RECITALS
NOW, THEREFORE, in consideration of the foregoing promises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:
““Eighth Amendment” means the Eighth Amendment to Credit Agreement, dated as of the Eighth Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, and Agent.”
““Eighth Amendment Effective Date” means December 21, 2023.”
““Fixed Charge Coverage Ratio” means, for any Computation Period, the ratio of (a) the total for such period of (i) EBITDA minus (ii) the sum of income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash, minus (iii) dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding cash payments made in respect of the September 2023 Distribution and any other discretionary distributions permitted to be made pursuant to Section 11.4(ii), minus (iv) all unfinanced Capital Expenditures, minus (v) all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) to (b) the sum for such period of (i) cash Interest Expense, plus (ii) required payments of principal of Funded Debt (excluding the Revolving Loans), plus (iii) to the extent not included in Interest Expense, fees paid in connection with any Repo arrangement including any Permitted Secured Metals Leases and the CIBC Permitted Metals Loan Agreement, plus (iv) to the extent not included in Interest Expense, fees paid in connection with any Unsecured Metals Leases, plus (v) to the extent not included in Interest Expense, fees paid in connection with any Ownership Based Financing, as calculated in accordance with Exhibit B, attached hereto.”
““Revolving Loan Availability” means the lesser of (i) the Revolving Commitment and (ii) the Borrowing Base; provided that the Borrowing Base for purposes of this clause (ii) shall be reduced by the aggregate principal amount of all outstanding Secured Metals Lease Obligations.”
“(k) with respect to any Acquisition where the aggregate consideration paid in connection with the Acquisition is less than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with an Acquisition (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), after giving effect to such Acquisition and the incurrence of any Loans, other debt or contingent obligations in connection therewith, Borrower shall provide pro forma calculations to Agent in draft form and subject to normal post-closing adjustments, demonstrating that: (a) the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.25 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.35 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (k)(a), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii)
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cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month period) recomputed for the most recently ended month of Borrower for which information is available regarding the business being acquired, and (b) projected pro forma compliance with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.25 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.35 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (k)(b), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii) cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month), for the twelve (12) month period immediately following the consummation of the proposed Acquisition based on the combined operating results of the applicable target and of the Loan Parties for the twelve (12) month period ending on the last day of the month for which financial statements for the applicable target and for the Loan Parties are available, (for the avoidance of doubt, nothing in this subsection (k) amends any of Borrower’s Financial Covenants contained in Section 11.14);
(l) with respect to any Acquisition where the aggregate consideration paid in connection with the Acquisition is equal to or greater than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with an Acquisition (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), after giving effect to such Acquisition and the incurrence of any Loans, other debt or contingent obligations in connection therewith, Borrower shall provide pro forma calculations to Agent in draft form and subject to normal post-closing adjustments, demonstrating that: (a) the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.50 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.50 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (l)(a), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii) cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month period) recomputed for the most recently ended month of Borrower for which information is available regarding the business being acquired, and (b) projected pro forma compliance with the covenants set forth in Section 11.14 (after (1) decreasing the then
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applicable compliance level by 0.50 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.50 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (l)(b), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii) cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month period), for the twelve (12) month period immediately following the consummation of the proposed Acquisition based on the combined operating results of the applicable target and of the Loan Parties for the twelve (12) month period ending on the last day of the month for which financial statements for the applicable target and for the Loan Parties are available, for the avoidance of doubt, nothing in this subsection (l) amends any of Borrower’s Financial Covenants contained in Section 11.14);”
“10.6 Use of Proceeds. Use the proceeds of the Loans, and the Letters of Credit, solely for working capital purposes, to refinance the Debt of Borrower and its Subsidiaries, for discretionary distributions and regular quarterly distributions to the holders of the Capital Securities in Borrower and discretionary redemptions of its Capital Securities each as permitted under Section 11.4, for Capital Expenditures and for other general business purposes, including for clarity, Acquisitions and Investments permitted under Section 11.11(xv).”
“(xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $100,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $100,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess;”
“(x) Liens in favor of any Lender (or its applicable Affiliate), or any other bank or financial institution consented to in writing by Agent that has entered into a Metals Lease Intercreditor Agreement with Agent, pursuant to
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Permitted Secured Metals Leases to the extent permitted under Section 11.1(xi);”
“(ii) Borrower may make the September 2022 Distribution, the September 2023 Distribution and other discretionary distributions (which for the avoidance of doubt, shall not include any regular quarterly distributions permitted to be made under Section 11.4(iv)) to any holders of its Capital Securities, in each case, so long as at the time of and after giving effect to any such distributions:”
“(C) Borrower would, at the time of any such discretionary distribution, and after subtracting (i) any cash payments made in respect of all discretionary distributions permitted to be made under this Section 11.4(ii) during the preceding twelve-month period and (ii) cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) during the preceding twelve-month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve-month period, have a Fixed Charge Coverage Ratio of at least 1.40 to 1.00; and
(D) the sum of such discretionary distributions plus any regular quarterly distributions permitted to be made pursuant to Section 11.4(iv) do not exceed $35,000,000 in the aggregate (excluding the September 2022 Distribution and the September 2023 Distribution) in any Fiscal Year;”
“(C) Borrower would, at the time of any such redemption, and after subtracting (i) any cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the preceding twelve-month period and (ii) cash redemptions and repurchases permitted to be made pursuant to this Section 11.4(iii) during the preceding twelve-month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve-month period, have a Fixed Charge Coverage Ratio of at least 1.40 to 1.00; and
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“(iv) Borrower may make regular quarterly distributions (which for the avoidance of doubt, shall not include any discretionary distributions permitted to be made under Section 11.4(ii)) to any holders of its Capital Securities, to the extent approved by Borrower’s Board of Directors, so long as at the time of and after giving effect to any such quarterly distributions:
(A) no Default or Event of Default has occurred and is continuing or would occur as a consequence of any such quarterly distribution;
(B) Excess Availability, measured at the time of any such quarterly distribution and immediately after giving effect to any such quarterly distribution, is not less than $35,000,000;
(C) Borrower would, at the time of any such quarterly distribution, and after giving pro forma effect to any such quarterly distribution as if such quarterly distribution had been made at the beginning of the applicable twelve-month period, have a Fixed Charge Coverage Ratio of at least 1.60 to 1.00; and
(D) the sum of such regular quarterly distributions plus any discretionary distributions permitted to be made pursuant to Section 11.4(ii) do not exceed $35,000,000 in the aggregate (excluding the September 2022 Distribution and the September 2023 Distribution) in any Fiscal Year.”
“(A) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is less than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.25 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.35 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (A), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii) cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month period);
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(B) with respect to any Permitted Acquisition or Investment where the aggregate consideration paid in connection with the Permitted Acquisition or Investment is equal to or greater than $25,000,000 (for purposes hereof, consideration shall include all amounts paid or payable in connection with a Permitted Acquisition or Investment (including all transaction costs and all debt, liabilities and contingent obligations incurred or assumed in connection therewith)), the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 11.14 (after (1) decreasing the then applicable compliance level by 0.50 in the case of Section 11.14(c) and (2) adjusting the Fixed Charge Coverage Ratio compliance level to 1.50 to 1.00; provided, that for the purpose of calculating the Fixed Charge Coverage Ratio under this subsection (B), Borrower shall subtract any (i) cash payments made in respect of all discretionary distributions permitted to be made under Section 11.4(ii) during the immediately preceding twelve (12) month period and (ii) cash redemptions and repurchases permitted to be made under Section 11.4(iii) during the immediately preceding twelve (12) month period from the calculation of EBITDA on a pro forma basis as if any such discretionary distributions, redemptions or repurchases had been made at the beginning of the preceding twelve (12) month period);”
“(a) Consolidated Working Capital. Starting with the Computation Period ending on December 31, 2023, not permit Consolidated Working Capital for any Computation Period to be less than $200,000,000.”
“(b) Fixed Charge Coverage Ratio. Starting with the Computation Period ending on December 31, 2023, not permit the Fixed Charge Coverage Ratio for any Computation Period to be less than 1.50 to 1.00.”
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. This Amendment shall constitute a Loan Document.
Borrower:
By: |
/s/ Xxxx Xxxxxxxx |
Name: |
Xxxx Xxxxxxxx |
Title: |
President |
SUBSIDIARY GUARANTORS:
CFC ALTERNATIVE INVESTMENTS, LLC
By: its sole member, A-Mark Precious Metals, Inc.
By: |
/s/ Xxxx Xxxxxxxx |
Name: |
Xxxx Xxxxxxxx |
Title: |
President |
AM IP ASSETS, LLC
By: |
/s/ Xxxx Xxxxxxxx |
Name: |
Xxxx Xxxxxxxx |
Title: |
President |
A-M GLOBAL LOGISTICS, LLC
By: |
/s/ Xxxx Xxxxxxxx |
Name: |
Xxxx Xxxxxxxx |
Title: |
President |
[Signature Page to Eighth Amendment to Credit Agreement]
COLLATERAL FINANCE CORPORATION
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Chief Executive Officer |
TRANSCONTINENTAL DEPOSITORY SERVICES, LLC
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Chief Executive Officer |
AM&ST ASSOCIATES, LLC
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Chief Executive Officer |
GOLDLINE, INC.
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Chief Executive Officer |
AM SERVICES, INC.
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Chief Executive Officer |
[Signature Page to Eighth Amendment to Credit Agreement]
XX XXXXXXX, INC.
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
GOLD PRICE GROUP, INC.
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
XXXXXX.XXX, INC.
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
PROVIDENT METALS CORP
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
BUY GOLD AND SILVER CORP
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
MARKSMEN HOLDINGS, LLC
By: |
/s/ Xxxx Xxxxxxxx |
Name: |
Xxxx Xxxxxxxx |
Title: |
President |
BX CORPORATION
[Signature Page to Eighth Amendment to Credit Agreement]
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
President |
[Signature Page to Eighth Amendment to Credit Agreement]
AGENT:
CIBC BANK USA
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
[Signature Page to Eighth Amendment to Credit Agreement]
PREMIER VALLEY BANK, as a Lender
By: |
/s/ Xxxx Xxxxxx |
Name: |
Xxxx Xxxxxx |
Title: |
M. D. |
[Signature Page to Eighth Amendment to Credit Agreement]
BOKF, NA DBA BANK OF OKLAHOMA, as a Lender
By: |
/s/ Xxxx Xxxxxxxxxxxxxx |
Name: |
Xxxx Xxxxxxxxxxxxxx |
Title: |
Senior Vice President |
[Signature Page to Eighth Amendment to Credit Agreement]
HSBC BANK USA, N.A., as a Lender
By: |
/s/ Xxxxxxx Xxxxxxxx |
Name: |
Xxxxxxx Xxxxxxxx |
Title: |
Director, FIG |
[Signature Page to Eighth Amendment to Credit Agreement]
BROWN BROTHERS XXXXXXXX & CO., as a Lender and Joint Lead Arranger
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
Title: |
Managing Director |
[Signature Page to Eighth Amendment to Credit Agreement]
COÖPERATIVE RABOBANK U.A., NEW YORK BRANCH, as a Lender and Joint Lead Arranger
By: |
/s/ Xxxxxx Xxxxxx |
|
Name: |
Xxxxxx Xxxxxx |
|
Title: |
Executive Director |
By: |
/s/ Xxxx Xxxxxxxxx |
Name: |
Xxxx Xxxxxxxxx |
Title: |
Vice President |
[Signature Page to Eighth Amendment to Credit Agreement]
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
By: |
/s/ Xxxx X Park |
|
Name: |
Xxxx X Park |
|
Title: |
Executive Director |
By: |
/s/ Xxxxxxx Xxxx |
|
Name: |
Xxxxxxx Xxxx |
|
Title: |
Vice President |
[Signature Page to Eighth Amendment to Credit Agreement]
Attachment I
Schedule 1.1B
Approved Depositories
Depository |
Location |
Limit |
Asahi Refining USA, Inc.* |
0000 Xxxx 0000 Xxxxx Xxxx Xxxx Xxxx, Xxxx 00000 |
$50,000,000 |
Asahi Refining USA, Inc.* |
000 Xxxxxxx xxxxxxx X Xxxxxxxx, XX, 00000 |
$50,000,000 |
Brinks, Incorporated |
0000 Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxxxx 00000 |
$25,000,000 |
Brinks Global Services USA Inc. |
000-00 000xx Xxxxxx Xxxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 |
$75,000,000 |
Brinks Global Services USA, Inc. |
0000 Xxxx 0000 Xxxxx Xxxx Xxxx Xxxx, Xxxx 00000 |
$80,000,000 minus the amount held in its capacity as a CFC Approved Depository (at such location) |
Sunshine Minting Inc. |
000 Xxxx Xxxxxxxx Xxxxxx Xxxxx x’Xxxxx, Xxxxx 00000 xxx 0000 Xxxx Xxxx Xxxx Xxxxxxxxx, Xxxxxx 00000 |
$50,000,000 |
Brinks, Incorporated |
0000 X. Xxxxxx Xxxxxx Xxxxx, Xxxxxxx 00000 |
$25,000,000 |
Xxxxxx International (US), Inc. |
000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000 |
$45,000,000 |
Xxxxxx International (US), Inc. |
000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 |
$20,000,000 |
Attachment I
Depository |
Location |
Limit |
Pinehurst Coin Exchange, Inc. |
0 Xxxxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 |
$10,000,000 |
A-M Global Logistics, LLC |
0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 |
$250,000,000 |
A-M Global Logistics, LLC / JMB Inventory |
0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, Xxxxxx 00000 |
$250,000,000 |
Numismatic Guaranty Corporation |
0000 Xxxxxxxxxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxx 00000 |
$35,000,000 minus the amount held in its capacity as a CFC Approved Depository |
Professional Coin Grading Service Division of Collectors Universe, Inc. |
0000 X. Xx. Xxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxx, Xxxxxxxxxx 00000 |
$35,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
AM & ST Associates, LLC dba Silvertowne Mint |
000 Xxxx Xxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000 |
$75,000,000 |
Xxxxx’x-Xxxxxx Numismatics, LLC dba Stack’s Xxxxxx Galleries |
0000 Xxxx Xxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 |
$25,000,000 minus the amount held in its capacity as a CFC Approved Depository |
HSBC Bank USA* |
0 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
$35,000,000 |
JPMorgan Chase Bank, NA* |
0 Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
$35,000,000 |
Xxxxx-Xxxx USA, LLC* |
000-00 Xxxxxxxx Xxxx |
$30,000,000 |
Xxxxxx, Xxxxxxxx & Xxxxxxx, Inc. aka MTB* |
00 Xxxx 00xx Xxxxxx Xxxxx X 0 Xxx Xxxx, XX 00000 |
$30,000,000 |
Attachment I
Depository |
Location |
Limit |
XX Xxxxxxx, Inc. |
0000 X. Xxxxx Xxxx Xxxxxx, Xxxxx 00000 |
$100,000,000 |
Royal Canadian Mint |
000 Xxxxxx xxxxx Xxxxxx, Xxxxxxx, XX X0X0X0 |
$75,000,000 |
Delaware Depository Service Corp.* |
0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 xxx 0000 Governor Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 |
$30,000,000 (per location) |
International Depository Services of Delaware*
|
000 X. Xxxxx Xx. Xxx Xxxxxx, XX 19720 |
$30,000,000 |
CNT Depository, Inc.* |
000 Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 |
$30,000,000 |
Asahi Florida |
00000 XX 00xx Xxx. Xxxxx, XX 00000 |
$15,000,000 |
Xxxxxx Miami |
0000 XX 00 Xxxxx Xxxx 0 Xxxxx, XX 00000 |
$15,000,000
|
Brinks LA |
0000 Xxxxx Xxxx Xxxxxx Xxx Xxxxxxx, XX |
$75,000,000 minus the amount held in its capacity as a CFC Approved Depository (at such location) |
Texas Precious Metals, LLC |
000 Xxxxxxx 00 X Xxxxxx, Xxxxx 00000 |
$25,000,000 |
Xxxxxx US (Las Vegas) |
0000 Xxxxxx Xxxxxx Xxx Xxxxx, XX 00000 |
$50,000,000 |
Attachment I
Depository |
Location |
Limit |
KCI Fabrication |
000 Xxxxx Xxxxxxx Xxxxxx, XX 00000 |
$25,000,000 |
* Denotes that location must be COMEX licensed to be an Approved Depository.
Attachment I
Attachment II
EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
To: CIBC Bank USA, as Agent
Please refer to the Credit Agreement dated as of December 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among A-MARK PRECIOUS METALS, INC. (the “Borrower”), the various financial institutions party thereto, and CIBC Bank USA, as Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.
I. Reports. Enclosed herewith is a copy of the [annual audited/monthly] report of Borrower and its Subsidiaries as at _____________, ____ (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations (subject to the absence of footnotes and to normal year-end adjustments) of Borrower and its Subsidiaries as of the Computation Date and has been prepared in accordance with GAAP consistently applied.
II. Financial Tests. Borrower hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement:
A. |
Section 11.14(a) - Minimum Consolidated Working Capital |
|||
1. |
Consolidated Current Assets of the Consolidated Group |
$________ |
||
2. |
Less: Consolidated Current Liabilities of the Consolidated Group |
$________
|
||
3. |
Total (Consolidated Working Capital) |
$________ |
||
4. |
Minimum required |
$200,000,000 |
||
B. |
Section 11.14(b) - Minimum Fixed Charge Coverage Ratio |
|||
1. |
Consolidated Net Income |
$________ |
||
2. |
Plus: Interest Expense |
$________ |
||
|
income tax expense |
$________ |
||
|
depreciation |
$________ |
||
|
amortization |
$________ |
||
|
transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date |
$________ |
||
|
non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent |
$________ |
Attachment II
|
|
non-recurring expenses (including restructuring expenses) reasonably acceptable to Agent |
$________ |
|
interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans |
$________ |
|
|
Less: non-cash income tax benefits or gains |
$________ |
|
|
any cancellation of Debt income |
$________ |
|
|
additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower |
$________ |
|
|
any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges |
$________ |
|
|
any gains from non-ordinary course asset dispositions |
$________ |
|
|
any extraordinary gains including interest income |
$________ |
|
|
any gains from discontinued operations |
$________ |
|
|
the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries |
$________ |
|
|
the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions |
$________ |
|
|
the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary |
$________ |
|
3. |
Total (EBITDA) |
$________ |
|
4. |
Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash |
$________ |
|
5. |
dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding cash payments made in respect of the September 2023 |
$________ |
Attachment II
|
|
Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) |
|
6. |
all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) |
$________ |
|
7. |
unfinanced Capital Expenditures |
$________ |
|
8. |
Sum of (4) through (7) |
$________ |
|
9. |
Remainder of (3) minus (8) |
$________ |
|
10. |
cash Interest Expense |
$________ |
|
11. |
required payments of principal of Funded Debt (excluding the Revolving Loans) |
$________ |
|
12. |
fees paid in connection with any Repo arrangement including any Permitted Secured Metals Leases and the CIBC Permitted Metals Loan Agreement |
$________ |
|
13. |
fees paid in connection with any Unsecured Metals Leases |
$________ |
|
14. |
fees paid in connection with any Ownership Based Financing |
$________ |
|
15. |
Sum of (10) through (14) |
$________ |
|
16. |
Ratio of (9 to (15) |
____ to 1 |
|
17. |
Minimum Required |
1.50 to 1 |
|
C. |
Section 11.14(c) - Maximum Total Recourse Debt to Consolidated Tangible Net Worth |
||
|
1. |
Total Recourse Debt |
$________ |
|
2. |
Consolidated Tangible Assets |
$________ |
|
3. |
Less: Consolidated Liabilities |
$________ |
|
4. |
Remainder of (2) minus (3) |
$________ |
|
5. |
Ratio of (1) to (4) |
____ to 1 |
|
6. |
Maximum allowed |
4.50 to 1 |
D. |
Section 11.14(d) - Maximum Ownership Based Financings |
||
|
1. |
Total Ownership Based Financings |
$________ |
|
2. |
Maximum allowed |
$600,000,000 |
E. |
Section 11.14(e) – Maximum SCMI Ownership Based Financings |
Attachment II
|
1. |
Total SCMI Ownership Based Financings |
$________ |
|
2. |
Maximum allowed |
$75,000,000 |
Borrower further certifies to you that no Default or Event of Default has occurred and is continuing. |
|||
Borrower has caused this Certificate to be executed and delivered by its duly authorized officer on _________, ____. |
|||
|
A-MARK PRECIOUS METALS, INC., as Borrower
By: |
|
|
Name: |
|
|
Title: |
|
Attachment II