Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of April 27, 2023, to be effective April 27, 2023, is made by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the financial institutions party hereto (together with their respective successors and assigns, the "Lenders"), and FIRST NATIONAL BANK OF PENNSYLVANIA (in its individual capacity, "FNB"), as administrative agent for the Lenders (in its capacity as "Administrative Agent").
RECITALS
WHEREAS, reference is made to that certain Credit Agreement, dated as of March 27, 2020, by and among the Borrower, the guarantors from time to time party thereto (together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), the Lenders from time to time party thereto and the Administrative Agent, as amended by that First Amendment to Credit Agreement dated as of April 9, 2021, as further amended by that Second Amendment to Credit Agreement dated as of October 4, 2021, and as further amended by that Third Amendment to Credit Agreement dated as of October 3, 2022, to be effective as of September 30, 2022 (as may be further amended, restated, amended and restated, modified or supplemented, the "Credit Agreement");
WHEREAS, the applicable parties under the Credit Agreement desire to replace the Loans bearing interest at the London interbank offered rate for U.S. dollars ("LIBOR", and such Loans, "Libor-Rate Loans") with Loans bearing interest at the SOFR Rate Option (as defined in the Credit Agreement after giving effect to this Amendment) (the "SOFR Transition"); and
WHEREAS, the Borrower has requested that the Lenders (i) amend the Credit Agreement to the reflect the SOFR Transition, (ii) extend the Expiration Date, (iii) increase the Commitments, and (iv) make certain other modifications to the Credit Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, covenant and agree as follows:
AGREEMENT
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[SIGNATURE PAGES FOLLOW]
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[SIGNATURE PAGE TO Fourth AMENDMENT TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written to be effective on the Fourth Amendment Effective Date with the intention that this Amendment shall constitute a sealed instrument.
BORROWER:
TEAM SLEDD, LLC,
a Delaware limited liability company
By: /s/ S. Randall Emanuelson (SEAL)
Name: S. Randall Emanuelson
Title:Vice President
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[SIGNATURE PAGE TO Fourth AMENDMENT TO CREDIT AGREEMENT]
ADMINISTRATIVE AGENT AND LENDER:
FIRST NATIONAL BANK OF PENNSYLVANIA,
as Administrative Agent and as a Lender
By: /s/ Paul Palacios
Name:Paul Palacios
Title: Vice President
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EXHIBIT A –Fourth Amendment to Credit Agreement
CREDIT AGREEMENT
DATED MARCH 27, 2020
BY AND AMONG
TEAM SLEDD, LLC,
as the Borrower
AND
THE GUARANTORS PARTY HERETO
AND
THE LENDERS PARTY HERETO
AND
FIRST NATIONAL BANK OF PENNSYLVANIA, as the Administrative Agent
As amended by that:
First Amendment to Credit Agreement dated as of April 9, 2021
Second Amendment to Credit Agreement dated as of October 4, 2021
Third Amendment to Credit Agreement dated as of October 3, 2022, effective as of September 30, 2022
Fourth Amendment to Credit Agreement dated as of April 27, 2023, effective as of April 27, 2023
TABLE OF CONTENTS
Article I DEFINITIONS AND INTERPRETATIONS1
Article II THE CREDIT FACILITIES.2
Section 2.03 Repayment of the Revolving Credit Loans; Nature of Lenders' Obligations with respect to Revolving Credit Loans.2
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SCHEDULES AND EXHIBITS
EXHIBITS
Exhibit ANotice of Borrowing
Exhibit BBorrowing Base Certificate
Exhibit CNotice of Continuation/Conversion
Exhibit DMonthly Collateral Recap
Exhibit EAccounts Receivable Reconciliation
Exhibit FApplicable Margins
Exhibit GCompliance Certificate
Exhibit HForm of Assignment and Assumption Agreement
Exhibit IForm of Collateral Assignment of Contracts
Exhibit JReserved
Exhibit KForm of Indemnity Agreement
Exhibit LForm of East Cove Property (68 and 100) Deed of Trust
Exhibit MForm of Patent, Trademark and Copyright Security Agreement
Exhibit NForm of Revolving Credit Note
Exhibit OForm of Security Agreement
Exhibit P(1) | U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) |
Exhibit P(2) | U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) |
Exhibit P(3) | U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) |
Exhibit P(4) | U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) |
Exhibit QForm of East Cove Property (70) Deed of Trust
Exhibit R | Officer's Certificate (Annual Financial Statement) |
SCHEDULES
ScheduleOneDefinitions
ScheduleTwoConditions Precedent
Schedule ThreeCommitments of Lenders
Schedule5.01Organization, Subsidiaries and Authority
Schedule5.03Litigation
Schedule5.05Ownership
Schedule5.09Assets and Insurance
Schedule5.13Intellectual Property Rights
Schedule5.14Environmental Matters
Schedule5.15Filing Offices
Schedule5.18Locations
Schedule5.19ERISA Plans
Schedule5.20Eligible Accounts
Schedule6.01Use of Proceeds
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Schedule7.04Permitted Indebtedness
Schedule7.06Investments
Schedule7.07Permitted Liens
Schedule7.08Affiliate Transactions
Schedule7.13Guarantees
Schedule7.14Rentals
Schedule11.13Notices
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CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement"), made effective as of the 27th day of March, 2020, is by and among TEAM SLEDD, LLC, a Delaware limited liability company (the "Borrower"), the GUARANTORS (as hereinafter defined) from time to time party hereto, the LENDERS (as hereinafter defined) from time to time party hereto, and FIRST NATIONAL BANK OF PENNSYLVANIA, as administrative agent for the Lenders under this Agreement (in such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders make available to it a revolving credit facility, and the Lenders are willing to make such credit facilities available to the Borrower upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto covenant and agree as follows:
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