Exhibit 10.9
Essendant Receivables LLC
One Parkway North Boulevard
Deerfield, Illinois 60015
August 30, 2016
PNC Bank, National Association,
as Class Agent, Alternative Investor and the Agent
The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch,
as Class Agent and Alternative Investor
Re:Consent Letter
Ladies Gentlemen:
Reference is hereby made to the Amended and Restated Transfer and Administration Agreement (as amended through the date hereof, the “Transfer Agreement”), dated as of January 18, 2013, by and among Essendant Receivables LLC (the “SPV”), Essendant Co. (the “Originator”), Essendant Financial Services LLC, as Seller and as Servicer (the “Seller” or “Servicer”), PNC Bank, National Association (“PNC Bank”), as Agent, as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties thereto as Conduit Investors and Alternate Investors. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Transfer Agreement.
Pursuant to the terms of the Transfer Agreement, no amendment, modification, waiver, or replacement to the Revolving Credit Agreement has any effect under the Transfer Agreement unless consented to in writing by each Class Agent. Section 6.3(a) of the Transfer Agreement requires the Originator and the Performance Guarantor to maintain a Leverage Ratio (as defined in the Revolving Credit Agreement) in accordance with the provisions of Section 6.20 of the Revolving Credit Agreement. The SPV hereby notifies each Class Agent that the Originator and the other parties to the Revolving Credit Agreement intend to amend Section 6.20 of the Revolving Credit Agreement to read in its entirety as set forth on Exhibit A attached hereto. The SPV hereby requests that each Class Agent consent to such amendment so that such amendment is effective under the Transfer Agreement. Accordingly, each Class Agent hereby consents to amending Section 6.20 of the Revolving Credit Agreement as set forth on Exhibit A and further agrees that the obligations of the Originator and the Performance Guarantor under Section 6.3(a) of the Transfer Agreement shall be to maintain a Leverage Ratio in accordance with the provisions of Section 6.20 of the Revolving Credit Agreement as so amended.
This letter agreement shall be effective as of the date on which the Agent receives a counterpart of this letter agreement duly executed by each of the parties hereto.
This letter agreement (i) shall be governed by and construed in accordance with the Laws of the State of New York (without reference to the conflicts of law principles thereof other than Section 5‑1401 of the New York General Obligations Law) and (ii) may be executed in any number of counterparts, and by the different parties thereto on separate counterparts; each such counterpart shall be deemed an original and all of such counterparts taken together shall be deemed to constitute one and the same instrument; a facsimile or electronic copy of an executed counterpart of this letter agreement shall be effective as an original for all purposes.
[signatures begin on following page]
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Please indicate your consent to and agreement with the foregoing by signing where indicated below.
Very truly yours,
Essendant Receivables LLC
By: /s/Robert J. Kelderhouse
Title: Robert J. Kelderhouse
S-1August 2016
Amendment Consent Letter
Consented and Agreed
PNC BANK, NATIONAL ASSOCIATION,
as Class Agent, Alternate Investor and the Agent
By: /s/Michael Brown
Title: Senior Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as Class Agent and Alternate Investor
By: /s/Eric Williams
Eric Williams
Title: Managing Director
S-2August 2016
Amendment Consent Letter
A-1