AMENDMENT NO. 1

EX-10.24.1 2 d542796dex10241.htm EX-10.24.1 EX-10.24.1

Exhibit 10.24.1

EXECUTION VERSION

AMENDMENT NO. 1

AMENDMENT NO. 1 dated as of August 9, 2013, among each of the “Borrowers” listed on the signature pages hereto (collectively, the “Borrowers”), each of the “Parent Guarantors” listed on the signature pages hereto (collectively, the “Parent Guarantors”), each of the “Subsidiary Guarantors” listed on the signature pages hereto (collectively, the “Subsidiary Guarantors”; together with the Borrowers and the Parent Guarantors, collectively, the “Credit Parties”), each of the “Lenders” listed on the signature pages hereto (collectively, the “Lenders”) and Citibank, N.A., as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”).

The Borrowers, the Parent Guarantors, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of December 13, 2011 (the “Credit Agreement”). The Credit Parties and the Lenders wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions; Authorization. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Defined Terms. Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) Amended Definition. The following definition shall be amended to read its entirety as follows:

Maturity Date” means August 9, 2018; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

(b) Deleted Definitions. The definition of “Principal Payment Dates” shall be deleted.

2.03. Amortization. Section 2.08 of the Credit Agreement is hereby amended as follows:

(a) Repayment. Clause (ii) of Section 2.08(a) shall be amended and restated in its entirety to read as follows:

“(ii) [Reserved]”

 

AMENDMENT NO. 1


(b) Adjustment of Amortization Schedule. Section 2.08(b) shall be amended and restated in its entirety to read as follows:

“(b) [Reserved]”

2.04. Optional Prepayments. Section 2.09(a) of the Credit Agreement is hereby amended by deleting the last sentence thereof.

Section 3. Representations and Warranties. Each Credit Party represents and warrants to each Holder that immediately before and after giving effect to this Amendment No. 1 (a) the representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date), and (b) no Default or Event of Default has occurred and is continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof (the “Amendment No. 1 Effective Date”), upon the satisfaction of the following conditions precedent:

(a) the Administrative Agent shall have received counterparts of this Amendment No. 1 executed by each Credit Party and each Lender party to the Credit Agreement;

(b) the Borrowers shall have paid all fees and expenses of the Administrative Agent and the Lenders in connection with this Amendment No. 1 (including, without limitation, the invoiced fees and expenses of counsel to the Administrative Agent); and

(c) the Administrative Agent shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent:

(i) certified copies of the resolutions of the Board of Directors of each Credit Party approving the transactions contemplated by this Amendment No. 1 and the execution and delivery of this Amendment No. 1 and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment No. 1 or the Credit Agreement; and

(ii) a certificate of the Secretary or an Assistant Secretary of each of the Credit Parties certifying the names and true signatures of the officers of such Credit Party authorized to sign this Amendment No. 1 and the other documents required to be delivered hereunder.

Section 5. Ratification of Obligations. Each Credit Party, by its execution of this Amendment No. 1, hereby (a) unconditionally confirms and ratifies that all of its obligations (including, without limitation, any guarantee obligations) under the Loan Documents to which it is a party shall continue uninterrupted and in full force and effect for the benefit of the Holders, (b) represents, warrants and agrees that on and after the date hereof, it will continue to obtain benefits from the incurrence of Loans to, and the issuance of Letters of Credit for the account of, the Borrowers, and (c) agrees that on and after the date hereof, all references in the Loan Documents to the “Credit Agreement” shall be deemed to be and are references to the Credit Agreement as amended hereby.

 

AMENDMENT NO. 1


Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 is a Loan Document for all purposes of the Credit Agreement. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature Pages Follow]

 

AMENDMENT NO. 1


IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

 

CREDIT PARTIES
BORROWERS
TC GROUP INVESTMENT HOLDINGS, L.P.
By:   Carlyle Holdings II L.P., its general partner
  By:    /s/ Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
By:   Carlyle Holdings II L.P., its general partner
  By:   /s/ Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
TC GROUP CAYMAN, L.P.
By:   Carlyle Holdings III L.P., its general partner
  By:   /s/ Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE INVESTMENT MANAGEMENT, L.L.C.
  By:   /s/ Adena T. Friedman
    Name: Adena T. Friedman
    Title: Chief Financial Officer and
Managing Director

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


PARENT GUARANTORS
TC GROUP, L.L.C.
By:   Carlyle Holdings I L.P., its general partner
  By:    Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE HOLDINGS I L.P.
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE HOLDINGS II L.P.
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE HOLDINGS III L.P.
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


SUBSIDIARY GUARANTORS
TC GROUP INVESTMENT HOLDINGS SUB L.P.
By:   TC Group Investment Holdings, L.P., its general partner
By:   Carlyle Holdings II L.P., its general partner
  By:    Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.
By:   TC Group Cayman Investment Holdings, L.P., its general partner
By:   Carlyle Holdings II L.P., its general partner
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
TC GROUP CAYMAN SUB L.P.
By:   TC Group Cayman, L.P., its general partner
By:   Carlyle Holdings III L.P., its general partner
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
TC GROUP SUB L.P.
By:   TC Group, L.L.C., its general partner
By:   Carlyle Holdings I L.P., its sole member
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


CARLYLE KNOX HOLDINGS, L.L.C.
  By:    Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE HOLDINGS FINANCE L.L.C.
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director
CARLYLE HOLDINGS II FINANCE L.L.C.
  By:   Daniel A. D’Aniello
    Name: Daniel A. D’Aniello
    Title: Chairman and Managing Director

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


LENDERS
CITIBANK, N.A.
By    /s/ Michael Vondriska
  Name: Michael Vondriska
  Title: Vice President
JPMORGAN CHASE BANK, N.A.
By   /s/ Lauren Gubkin
  Name: Lauren Gubkin
  Title: Vice President
            J.P. Morgan
BANK OF AMERICA, N.A.
By   /s/ Alysa A. Trakas
  Name: Alysa A. Trakas
  Title: Director
BARCLAYS BANK PLC
By   /s/ Irina Dimova
  Name: Irina Dimova
  Title: Vice President
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By   /s/ John D. Toronto            /s/ Michael Spaight
  Name: John D. Toronto               Michael Spaight
  Title: Authorized Signatory     Authorized Signatory

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


DEUTSCHE BANK AG NEW YORK BRANCH
By    /s/ Michael Winters
  Name: Michael Winters
  Title: Vice President
By   /s/ Marcus M. Tarkington
  Name: Markus M. Tarkington
  Title: Director
GOLDMAN SACHS BANK, USA
By   /s/ Mark Walton
  Name: Mark Walton
  Title: Authorized Signatory
MORGAN STANLEY BANK, N.A.
By   /s/ Michael King
  Name: Michael King
  Title: Authorized Signatory
SOCIETE GENERALE
By   /s/ Shelley Yu
  Name: Shelley Yu
  Title: Director
UBS LOAN FINANCE LLC
By   /s/ Lana Gifas
  Name: Lana Gifas
  Title: Director
By   /s/ Joselin Fernandes
  Name: Joselin Fernandes
  Title: Associate Director

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


SILICON VALLEY BANK
By    /s/ Amy Choi
  Name: Amy Choi
  Title: Vice President

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT


Accepted and Acknowledged by:
CITIBANK, N.A.,
as Administrative Agent
By    /s/ Michael Vondriska
  Name: Michael Vondriska
  Title: Vice President

 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE CARLYLE GROUP CREDIT AGREEMENT