COMMITMENT INCREASE AGREEMENT
Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
March 31, 2014
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below (the Administrative Agent)
500 Stanton Christiana Road, Ops 2
Floor 3
Newark, DE ###-###-####
Attention: | Brittany Duffy | |
(Telecopy No.: 302 ###-###-####) |
Ladies and Gentlemen:
We refer to the $320,000,000 Senior Secured Revolving Credit Agreement dated as of September 4, 2013 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the Credit Agreement; the terms defined therein being used herein as therein defined) among Corporate Capital Trust, Inc. (the Borrower), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated March 31, 2014 (the Increase Request) from the Borrower to the Administrative Agent that the aggregate amount of the Multicurrency Commitments and Dollar Commitments be increased by a total amount equal to $170,000,000, for a total facility size of $490,000,000, on the terms and subject to the conditions set forth herein.
A. Commitment Increase. Pursuant to Section 2.07(e) of the Credit Agreement, each Assuming Lender set forth on Schedule I hereto under the heading Assuming Lender and each Increasing Lender set forth on Schedule I hereto under the heading Increasing Lender, hereby agrees to make a Multicurrency Commitment or Dollar Commitment, as applicable, in the amount set forth opposite the name of such Assuming Lender or Increasing Lender in Schedule I hereto, such Multicurrency Commitment and Dollar Commitment to be effective as of the Increase Date (as defined in the Increase Request); provided that the Administrative Agent shall have received a duly executed officers certificate from the Borrower, dated the Increase Date, in substantially the form of Exhibit I hereto and each Assuming Lender and Increasing Lender, as applicable, shall have received its upfront fee set forth on Schedule I.
B. Confirmation of Assuming Lenders and Agreement of Increasing Lenders. Each Assuming Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) acknowledges and agrees that, from and after the Increase Date, it shall have a Commitment equal to the Commitment Increase set forth opposite the name of such Assuming Lender in Schedule I hereto and such Commitment shall be governed for all purposes by the Credit Agreement and the other Loan Documents. Each Increasing Lender agrees that from and after the Increase Date, its additional commitment set forth opposite such Increasing Lenders name in Schedule I hereto shall be included in its existing Commitment and be governed for all purposes by the Credit Agreement and the other Loan Documents.
Sincerely,
ASSUMING LENDERS
BMO HARRIS BANK
/s/ Joan Spiotto | ||
Joan Spiotto | ||
Vice President |
BARCLAYS BANK PLC
/s/ Alicia Borys | ||
Alicia Borys | ||
Vice President |
EVERBANK COMMERCIAL FINANCE, INC.
/s/ Ed McGugan | ||
Ed McGugan | ||
Managing Director |
RBC CAPITAL MARKETS LLC
/s/ Greg DeRise | ||
Greg DeRise | ||
Authorized Signatory |
HSBC BANK USA, NATIONAL ASSOCIATION
/s/ Robert Lipps | ||
Robert Lipps | ||
Managing Director |
INCREASING LENDER
MIZUHO BANK, LTD.
/s/ James Yu | ||
James Yu | ||
Senior Vice President |
Accepted and agreed:
CORPORATE CAPITAL TRUST, INC.
/s/ Paul S. Saint-Pierre | ||
Paul S. Saint-Pierre | ||
Chief Financial Officer |
Acknowledged:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Issuing Bank
/s/ Lauren Gubkin | ||
Lauren Gubkin Vice President | ||
J.P. Morgan |
SCHEDULE I
Assuming Lender | Commitment | Upfront Fee | ||||
BMO Harris Bank | $25,000,000 (Multicurrency) | $ | 125,000 | |||
Barclays Bank PLC | $30,000,000 (Multicurrency) | $ | 150,000 | |||
RBC Capital Markets LLC | $15,000,000 (Multicurrency) | $ | 75,000 | |||
HSBC Bank USA, National Association | $50,000,000 (Multicurrency) | $ | 375,000 | |||
Everbank Commercial Finance, Inc. | $25,000,000 (Dollar) | $ | 125,000 | |||
Increasing Lender | Additional Commitment | |||||
Mizuho Bank, Ltd. | $25,000,000* (Multicurrency) | $ | 125,000 |
* | As of the Increase Date, Mizuho Bank, Ltd.s total Commitment under the Credit Agreement will be $50,000,000. |
EXHIBIT I
FORM OF OFFICERS CERTIFICATE
April 4, 2014
JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below (the Administrative Agent)
500 Stanton Christiana Road, Ops 2
Floor 3
Newark, DE ###-###-####
Attention: | Brittany Duffy |
(Telecopy No.:302 ###-###-####)
Ladies and Gentlemen:
On behalf of Capital Corporate Trust, Inc. (the Borrower), I, Paul S. Saint-Pierre, Chief Financial Officer of the Borrower, refer to the $320,000,000 Senior Secured Revolving Credit Agreement dated as of September 4, 2013 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the Credit Agreement; the terms defined therein being used herein as therein defined) among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. I also refer to the letter dated March 31, 2014 (the Increase Request) from the Borrower to the Administrative Agent, requesting that the aggregate amount of the Multicurrency Commitments and Dollar Commitments be increased by a total amount equal to $170,000,000, for a total facility size of $490,000,000, on the Increase Date (as defined in the Increase Request).
With respect to the Increase Request, I hereby certify in my capacity as an authorized officer of the Borrower that each of the conditions to the related Commitment Increase set forth in Sections 2.07(e)(i)(A), (B), (D) and (E) of the Credit Agreement have been satisfied as of the date hereof.
Sincerely,
/s/ Paul S. Saint-Pierre |
Paul S. Saint-Pierre |
Chief Financial Officer |