SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Exhibit 10.1
SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
This SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT dated as of August 22, 2017 (this “Amendment”), is entered into by and among:
(i) Walter Investment Management Corp. (the “Company”); and
(ii) each undersigned entity, in each such entity’s respective capacity as lender under, or as nominee, investment adviser, sub-adviser, or investment manager, as applicable, to certain funds, accounts, and other entities (including subsidiaries and affiliates of such funds, accounts, and entities) that is a lender (in its respective capacity as such, each, a “Term Lender,” and, collectively, the “Term Lenders” and, together with their respective successors and permitted assigns and any subsequent Term Lender that becomes party hereto in accordance with the terms hereof, each, a “Consenting Term Lender,” and, collectively, the “Consenting Term Lenders”) party to that certain Amended and Restated Credit Agreement, dated as of December 19, 2013 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement,” and the term loan facility thereunder, the “Term Loan Facility”), by and among the Company, as the borrower, Credit Suisse AG, as administrative agent (together with any successor administrative agent, in each case, in such capacity, the “Administrative Agent”), the other term lenders party thereto and the other lenders party thereto.
The Company, each Consenting Term Lender, and any subsequent Person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and individually as a “Party.”
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement, dated as of July 31, 2017 (as amended as of August 1, 2017, and as otherwise amended, supplemented, or otherwise modified and in effect from time to time, the “RSA”).
RECITALS
WHEREAS, as of the date hereof, the Company and the Requisite Term Lenders desire to enter into this Amendment to modify the RSA.
NOW THEREFORE, in consideration of the premises and mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendments. |
| (a) | Sections 1(b), 1(m), (s), (hh), and (ii) of the RSA are deleted in their entirety. |
| (b) | Section 1(r) of the RSA is hereby deleted in its entirety and replaced with the following: |
“Escrow Amount Release Date” means August 23, 2017, unless extended by the Required Parties.
| (c) | Section 4(b) of the RSA is hereby deleted in its entirety and replaced with the following: |
| (i) | Escrow Matters. As of the Support Effective Date, the Company and the Consenting Term Lenders agree that, as of the Escrow Amount Release Date, the Escrow Amount shall be transferred to the Administrative Agent by the Escrow Agent on behalf of the Borrower and that the Company and the Consenting Term Lenders constituting the Required Lenders (as defined in the Credit Agreement) shall direct the Administrative Agent to use the Escrow Amount for application as a voluntary prepayment applied pursuant to Section 2.12(a) to the Credit Agreement, with such prepayment to be applied to the Term Loans in direct order of maturity. |
| (d) | Paragraph 2 of Exhibit D is hereby deleted in its entirety and the subsequent paragraphs are renumbered accordingly. |
| 2. | Effectiveness. This Amendment shall become effective and binding when counterpart signature pages to this Amendment have been executed and delivered by the Parties constituting the Company and the Requisite Term Lenders. |
| 3. | Miscellaneous. Except as expressly set forth herein, the RSA is and shall remain unchanged and in full force and effect, and nothing contained in this Amendment shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights of the Company or the Consenting Term Lenders, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the RSA. |
| 4. | Survival. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. |
| 5. | Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of New York. |
| 6. | Counterparts. This Amendment may be executed by one or more of the parties on any number of separate counterparts (including by electronic transmission of signature pages hereto), and all of such counterparts taken together shall be deemed an original and to constitute one and the same instrument. |
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers, solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.
WALTER INVESTMENT MANAGEMENT CORP.
| By: | /s/ Gary Tillett | |
| Name: Gary Tillett | ||
| Title: | Executive Vice President and Chief Financial Officer |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree Senior Loan Fund, L.P.
| By: | Oaktree Senior Loan GP, L.P. | |
| Its: | General Partner | |
| By: | Oaktree Fund GP IIA, LLC | |
| Its: | General Partner | |
| By: | Oaktree Fund GP II, L.P. | |
| Its: | Manager Member | |
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Authorized Signatory | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Missouri Education Pension Trust
| By: | Oaktree Capital Management, L.P. | |
| Its: | Investment Manager |
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
WM Pool - High Yield Fixed Interest Trust
| By: Oaktree Capital Management, L.P. | ||
| Its: Investment Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
CSAA Insurance Exchange
| By: | Oaktree Capital Management, L.P. | |
| Its: Investment Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Indiana Public Retirement System
| By: | Oaktree Capital Management, L.P. | |
| Its: Investment Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree CLO 2014-1 Ltd.
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree CLO 2014-2 Ltd.
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree CLO 2015-1 Ltd.
| By: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree EIF I Series A, Ltd.
| By: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree EIF I Series A1, Ltd.
| By: | Oaktree Capital Management, L.P. | |
| Its: Collateral Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree EIF II Series A1, Ltd.
| By: | Oaktree Capital Management, L.P. | |
| Its: Collateral Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree EIF II Series B1, Ltd.
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Oaktree Enhanced Income Funding Series IV, Ltd.
| By: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Lindsay Berz | |
| Name: Lindsay Berz | ||
| Title: Senior Vice President | ||
| By: | /s/ Armen Panossian | |
| Name: Armen Panossian | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment advisor
| By: | /s/ Lynne B. Alpar | |
| Name: Lynne B. Alpar | ||
| Title: Chief Financial Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
DOUBLE BLACK DIAMOND OFFSHORE LTD.
By: Carlson Capital, L.P., its investment advisor
| By: | /s/ Lynne B. Alpar | |
| Name: Lynne B. Alpar | ||
| Title: Chief Financial Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
CATHEDRAL LAKE II, LTD.
| By: | /s/ Lynne B. Alpar | |
| Name: Lynne B. Alpar | ||
| Title: Chief Financial Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
CATHEDRAL LAKE III, LTD.
| By: | /s/ Lynne B. Alpar | |
| Name: Lynne B. Alpar | ||
| Title: Chief Financial Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
CATHEDRAL LAKE IV, LTD.
| By: | /s/ Lynne B. Alpar | |
| Name: Lynne B. Alpar | ||
| Title: Chief Financial Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Atrium VIII
Atrium IX
Atrium X
Atrium XI
Atrium XII
By: Credit Suisse Asset Management, LLC, as portfolio manager
AUSTRALIANSUPER
By: Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
BENTHAM WHOLESALE SYNDICATED LOAN FUND
By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
Credit Suisse Floating Rate Trust
The Eaton Corporation Master Retirement Trust
Erie Indemnity Company
By: Credit Suisse Asset Management, LLC, as investment manager
Credit Suisse Floating Rate High Income Fund
Credit Suisse Strategic Income Fund
By: Credit Suisse Asset Management, LLC, as investment advisor
THE CITY OF NEW YORK GROUP TRUST
By: Credit Suisse Asset Management, LLC, as its manager
CREDIT SUISSE NOVA (LUX)
By: Credit Suisse Asset Management, LLC or Credit Suisse Asset Management Limited, each as Co-Investment Adviser to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
ERIE INSURANCE EXCHANGE
By: Credit Suisse Asset Management, LLC, as investment manager for Erie Indemnity Company, as Attorney-In-Fact for Erie Insurance Exchange
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
CONSENTING TERM LENDERS
AGF Floating Rate Income Fund
By: Eaton Vance Management as Investment Manager
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance CDO X PLC
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
DaVinci Reinsurance Ltd.
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Loan Holding Limited
By: Eaton Vance Management as Investment Manager
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Floating-Rate Income Plus Fund
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Senior Floating-Rate Trust
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Floating-Rate Income Trust
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance International (Cayman Island)
Floating-Rate Income Portfolio
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Senior Income Trust
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Short Duration Diversified Income Fund
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Institutional Senior Loan Fund
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Limited Duration Income Fund
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance Floating Rate Portfolio
By: Boston Management and Research as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Brighthouse Funds Trust I – Brighthouse/Eaton
Vance Floating Rate Portfolio
By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Florida Power & Light Company
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Pacific Select Fund-Floating Rate Loan Portfolio
By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Renaissance Investment Holdings Ltd
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Columbia Funds Variable Series Trust II – Variable
Portfolio-Eaton Vance Floating Rate Income Fund
By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Senior Debt Portfolio
By: Boston Management and Research as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
CONSENTING TERM LENDERS
Eaton Vance VT Floating-Rate Income Fund
By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President |
[Signature Page to Mutual Release]
HBK MASTER FUND L.P.
By: HBK Services LLC, its investment advisor
| By: | /s/ Beauregard A. Fournet | |
| Name: Beauregard A. Fournet | ||
| Title: Authorized Signatory | ||
CONSENTING TERM LENDERS
MARATHON ASSET MANAGEMENT
| By: | /s/ Daniel Lalli | |
| Name: Daniel Lalli | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
By: NEUBERGER BERMAN INVESTMENT ADVISERS LLC,
AS INVESTMENT MANAGER OR COLLATERAL MANAGER OF FUNDS IT MANAGES
| By: | /s/ Joseph Lynch | |
| Name: Joseph Lynch | ||
| Title: Managing Director | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
Nuveen Diversified Dividend and Income Fund
Nuveen Floating Rate Income Fund
Nuveen Credit Strategies Income Fund
Nuveen Symphony Floating Rate Income Fund
Nuveen Credit Opportunities 2022 Target Term Fund
Nuveen Short Duration Credit Opportunities Fund
Nuveen Floating Rate Income Opportunity Fund
Nuveen Senior Income Fund
| By: | /s/ David Goldstein | |
| Name: David Goldstein | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
BayCity Alternative Investment Funds SICAV-SIF - BayCity US Senior Loan Fund
Goldman Sachs Multi-Manager Non-Core Fixed Income Fund
Menard, Inc.
Municipal Employees Annuity & Benefit Fund of Chicago
PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB
Principal Funds, Inc. - Diversified Real Asset Fund
Diversified Real Asset CIT
Symphony Floating Rate Senior Loan Fund
BayCity Long-Short Credit Master Fund, LTD.
BAYCITY SENIOR LOAN MASTER FUND LIMITED
TCI-Symphony CLO 2016-1 Ltd.
Symphony Asset Management LLC,
As Investment Advisor
| By: /s/ David Goldstein | ||
| Name: David Goldstein | ||
| Title: Chief Operating Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
BayCity Corporate Arbitrage and Relative Value Fund, L.P.
Symphony Asset Management LLC,
As General Partner
| By: /s/ David Goldstein |
| Name: David Goldstein |
| Title: Chief Operating Officer |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
SCOF-2, LTD.
California Street CLO IX Limited Partnership
Symphony CLO VIII, Limited Partnership
California Street CLO XII, Ltd.
Symphony CLO XIV, Ltd.
Symphony CLO XV, Ltd.
Symphony CLO XVI, LTD.
Symphony CLO XVII, LTD.
Symphony CLO XVIII, LTD.
Symphony Asset Management LLC,
As Collateral Manager
| By: /s/ David Goldstein |
| Name: David Goldstein |
| Title: Chief Operating Officer |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO RSA]
