Fifth Amendment to Credit Agreement
Exhibit (b)(6)
Fifth Amendment to Credit Agreement
This Fifth Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of February 25, 2016, by and among Alpha Core Strategies Fund, a Delaware statutory trust (“Strategies Fund”), Equity Long/Short Opportunities Fund, a Delaware statutory trust (“Long/Short Fund”; Strategies Fund and Long/Short Fund shall be referred to herein as the “Borrowers” and individually as a “Borrower”) and Bank of Montreal, Chicago Branch (the “Lender”).
Preliminary Statements
A.The Borrowers and the Lender are parties to that certain Credit Agreement dated as of February 29, 2012, as amended (the Credit Agreement, as in effect on the date hereof, being referred to herein as the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
B.The Borrowers have requested that the Lender make certain amendments to the Credit Agreement, and the Lender is willing to do so under the terms and conditions set forth in this Amendment.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments.
1.1Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the defined terms “Advisor” and “Termination Date” set forth in Section 4.1 of the Credit Agreement shall be amended and restated to read in their entirety as follows:
“Advisor” means 50 South Capital Advisors, LLC.
“Termination Date” shall mean March 25, 2016, or such other date on which the Commitment shall terminate as provided in this Agreement.
1.2Exhibits B and C to the Credit Agreement shall be amended and restated in the form of Exhibits B and C, respectively, attached hereto.
Section 2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
2.1.The Borrowers and the Lender shall have executed this Amendment.
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2.2.Legal matters incident to the execution and delivery of this Amendment by the Borrowers and to the transactions contemplated hereby shall be satisfactory to the Lender and its counsel.
Section 3. Representations.
In order to induce the Lender to execute and deliver this Amendment, each Borrower hereby represents to the Lender as of the date hereof after giving effect to the Amendment that:
(a)the representations and warranties set forth in Section 5 of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 5.3 shall be deemed to refer to the most recent financial statements of such Borrower delivered to the Lender);
(b)such Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment;
(c)there has been no amendment, modification, supplement or restatement to such Borrower’s Organizational Documents on file with the Lender and such Organizational Documents are in full force and effect on the date hereof; and
(d)the resolutions of such Borrower delivered to the Lender in connection with the Credit Agreement have not been amended, modified, supplemented or revoked and such resolutions are in full force and effect on the date hereof.
Section 4. Miscellaneous.
4.1.Except as specifically amended herein and in the prior amendments, the Credit 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 Credit Agreement, any Note, 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 Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.2.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 a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by the internal laws of the State of Illinois.
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4.3.The Borrowers agree to pay on demand all costs and expenses of or incurred by the Lender in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Lender.
[Signature pages to Follow]
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This Fifth Amendment to Credit Agreement is entered into as of the date and year first above written.
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Alpha Core Strategies Fund
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx X. XxXxxxx
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Its:
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President
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Name:
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Xxxxxx X. XxXxxxx
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Its:
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President
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Accepted and agreed to.
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Bank of Montreal, Chicago Branch,
as Lender
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By:
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/s/ Xxxxxxx Xxxxxxx
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Name:
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Xxxxxxx Xxxxxxx
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Its:
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Vice President
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Exhibit B
Notice of Borrowing
Alpha Core Strategies Fund
________________, ______
Bank of Montreal (Chicago Branch)
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. XxXxxxxxx
Fax: (000) 000-0000
Phone: (000) 000-0000
Re: Request for Loan
Reference is made to the Credit Agreement dated as of February 29, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among Alpha Core Strategies Fund (f/k/a NT Alpha Strategies Fund) (“Strategies Fund”), Equity Long/Short Opportunities Fund (f/k/a NT Equity Long/Short Strategies Fund) (“Long/Short Fund”), any other funds becoming party thereto pursuant to Section 1.5 thereof (collectively with Strategies Fund and Long/Short Fund, the “Borrowers,” and each, individually a “Borrower”), and Bank of Montreal (Chicago Branch). Terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
50 South Capital Advisors, LLC (the “Advisor”), as agent for the Borrower named below (the “Requesting Borrower”), hereby gives you notice pursuant to Section 1.3 of the Agreement that it requests a Loan under the terms of the Agreement, and sets forth below certain terms on which such Loan is requested to be made:
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(1)
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Requesting Borrower
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(2)
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Date of the requested Loan
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(3)
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Dollar amount of Loan requested
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(must be less than or equal to line 6 below)
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The Advisor hereby certifies that as of the date of such requested Loan is to be advanced, after giving effect to such requested Loan, (i) the aggregate principal amount of all Loans to all Borrowers now outstanding does not exceed the Commitment, and (ii) the aggregate principal amount of all Loans now outstanding to the Requesting Borrower does not exceed the lesser of (A) the Commitment, and (B) the Requesting Borrower’s Borrowing Limit, as evidenced below:
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(4)
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Total Eligible Asset Value
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(per Annex I)
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$
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(5)
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Advance rate
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10%
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(6)
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Borrowing Limit
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(Line (4) multiplied by Line (5))
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$
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(7)
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Aggregate outstanding principal amount
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of Loans to all Borrowers
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(must be $50,000,000 or less)
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$
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The Advisor further certifies that the calculations listed on Annex I attached hereto are true and correct after giving effect to the Loan requested hereunder.
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Very truly yours,
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50 South Capital Advisors, LLC
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By
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Name:
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Title:
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Annex I
(Total Eligible Asset Value Calculation)
as of _______________
Borrower: __________________
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(1)
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Cash
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$
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(2)
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Fair market value of cash equivalents
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$
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(3)
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Fair market value of marketable securities
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$
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(4)
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Fair market value of investment in all hedge funds, including multi-manager hedge funds
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$
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(5)
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Sum of (1), (2), (3) and (4)
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$
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(6)
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The fair market value of such Borrower’s investments (or any portion thereof) in hedge funds where redemptions have been suspended or have been subject to application of a fund-lever gate
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$
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(7)
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The fair market value of such Borrower’s investments (or any portion thereof) in hedge funds that do not permit redemptions by the twelfth month-end immediately following the date of such Determination
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$
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(8)
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The fair market value of such Borrower’s investments (or any portion thereof) in hedge funds that are held in Side Pockets
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$
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(9)
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Sum of (6), (7) and (8)
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$
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(10)
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(5) minus (9) (“Total Eligible Asset Value”)
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$
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Exhibit C
Compliance Certificate
This Compliance Certificate is furnished to Bank of Montreal (Chicago Branch) (the “Lender”) pursuant to that certain Credit Agreement dated as of February 29, 2012 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”), among Alpha Core Strategies Fund (f/k/a NT Alpha Strategies Fund), a Delaware statutory trust (“Strategies Fund”), Equity Long/Short Opportunities Fund (f/k/a NT Equity Long/Short Strategies Fund), a Delaware statutory trust (“Long/Short Fund”), any other funds becoming party thereto pursuant to Section 1.5 thereof (collectively with Strategies Fund and Long/Short Fund, the “Borrowers”) and the Lender. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
The Undersigned hereby certifies that:
1. I am the ________________ of 50 South Capital Advisors, LLC, as Advisor for the Borrowers;
2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrowers during the accounting period covered by this Compliance Certificate; and
3. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with Sections 7.20 and 7.21 of the Credit Agreement, all of which data and computations are, true, complete and correct.
Described below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which such Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto, are made and delivered this _____ day of ________, 201_.
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50 South Capital Advisors, LLC
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By
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Name:
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Schedule I
to Compliance Certificate
Compliance Calculations for
Credit Agreement
Dated as of February 29, 2012
Calculations as of ________, 201__
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Fund
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Minimum
# of
managers
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Maximum
allocation
to single
managers
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Maximum
allocation
to top five
managers
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Minimum fair
market value of
investments
redeemable on a
quarterly basis
or more
frequent as a %
of Total Eligible
Assets
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Maximum
Loss in
single
month
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Maximum
net loss in
previous
trailing 12
month
period
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Maximum
leverage
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Alpha Core Strategies Fund (f/k/a NT Alpha Strategies Fund)
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25
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12.5%
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35%
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50%
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7.5%
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15%
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10%
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ACTUAL
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Equity Long/Short Opportunities Fund (f/k/a NT Equity Long/Short Strategies Fund)
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10
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15%
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60%
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50%
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7.5%
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15%
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10%
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ACTUAL
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