D1 Capital Partners Master LP c/o D1 Capital Partners L.P.
Exhibit (d)(11)
D1 Capital Partners Master LP
c/o D1 Capital Partners L.P.
0 Xxxx 00xx Xxxxxx, 36th Floor
New York, NY 10019
January 20, 2021
Cards Parent LP
c/o D1 Capital Partners L.P.
0 Xxxx 00xx Xxxxxx, 36th Floor
New York, NY 10019
Attention: General Counsel
c/o Allen & Company LLC
000 0xx Xxxxxx
New York, NY 10022
Attention: Xxxxxxxxx X. Xxxxxx V
Reference is made to (a) that certain Amended and Restated Agreement and Plan of Merger, dated as of the date hereof (such Agreement and Plan of Merger, as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Cards Parent LP, a Delaware limited partnership (“Parent”), Cards Acquisition Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub”), and Collectors Universe, Inc., a Delaware corporation (the “Company”), (b) that certain letter agreement, dated as of November 30, 2020 (the “D1 ECL”), by and between Parent and D1 Capital Partners Master LP (“D1 Master Fund”), pursuant to which D1 committed to contribute to Parent, subject to the terms and conditions thereof, $530,000,000.00 and (c) that certain letter agreement, dated as of November 30, 2020 and amended as of the date hereof, by and between Parent and CPV Investments VI, LLC (“CPV”), pursuant to which CPV committed to contribute to Parent, subject to the terms and conditions thereof, an aggregate amount set forth therein. Unless the context otherwise requires or as otherwise specified herein, capitalized terms used but not defined herein have the respective meanings ascribed to them in the Agreement.
Amendment. Parent and D1 Master Fund hereby agree that the amount set forth in clause (a) of paragraph 2 of the D1 ECL is hereby amended to be $648,418,688.80 (instead of, for the avoidance of doubt, $530,000,000.00).
No Other Changes. Except as herein expressly provided herein, each and every term, condition, warranty and provision of the D1 ECL shall remain in full force and effect, and such are hereby ratified, confirmed and approved by the parties hereto. In the event of any conflict between the provisions of the D1 ECL and the provisions of this amendment, the provisions of this amendment shall control.
Miscellaneous. Each of the parties hereto hereby irrevocably and unconditionally agrees that paragraphs 5 through 17 of the D1 ECL are incorporated herein mutatis mutandis.
[Signature Pages Follow]
2
Please do not hesitate to contact me if you would like to discuss our commitment to this transaction.
Sincerely, | ||
D1 CAPITAL PARTNERS MASTER LP | ||
By: | D1 Capital Partners GP Sub LLC, | |
its General Partner | ||
By: | /s/ Xxx Xxxxxxxx | |
Name: Xxx Xxxxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Amendment No. 1 to the D1 Equity Commitment Letter]
Agreed and Accepted: | ||
CARDS PARENT LP | ||
By: | Cards Parent GP LLC, | |
its General Partner | ||
By: | /s/ Xxxxxxxxx X. Xxxxxx V | |
Name: Xxxxxxxxx X. Xxxxxx V | ||
Title: Authorized Signatory |
[Signature Page to Amendment No. 1 to the D1 Equity Commitment Letter]