FIRST AMENDMENT TO CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.1 2 a14-9017_1ex10d1.htm EX-10.1

Exhibit 10.1

 

EXECUTION COPY

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 26, 2014, is by and among EPIQ SYSTEMS, INC., a Missouri corporation (the “Borrower”), the Guarantors signatories hereto, the Lenders signatories hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

 

W I T N E S S E T H

 

WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of August 27, 2013 (the “Existing Credit Agreement”); and

 

WHEREAS, the Borrower has requested that certain provisions of the Existing Credit Agreement be amended; and

 

WHEREAS, the Lenders are willing to make such additional amendments to the Existing Credit Agreement upon the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

PART 1.
DEFINITIONS

 

SUBPART 1.1  Certain Definitions.  The following terms used in this Amendment, including its preamble and recitals, have the following meanings:

 

Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

 

First Amendment Effective Date” shall have the meaning assigned to such term in the introductory paragraph of Part 3 hereof.

 

SUBPART 1.2  Other Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Amended Credit Agreement.

 

PART 2.
AMENDMENTS TO EXISTING CREDIT AGREEMENT

 

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.  Except as so amended, the Existing Credit Agreement and all other Loan Documents shall continue in full force and effect.

 

SUBPART 2.1  Amendments to Section 1.01.

 

(a)                                 Clause (a) of the definition of “Applicable Margin” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by in its entirety to read as follows:

 

(a)                                 For the purposes of calculating the interest rate applicable to the Term Loan, 2.50% per annum for Base Rate Loans, and (B) 3.50% per annum for Eurodollar Loans; and

 



 

(b)                                 The following new definitions are to be added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:

 

First Amendment” means that certain the First Amendment to Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Guarantors, the Lenders party thereto, and the Administrative Agent.

 

First Amendment Effective Date” means March 26, 2014.

 

SUBPART 2.2  Amendments to Section 2.09Section 2.09(b) of the Existing Credit Agreement is each hereby amended to (a) change the reference to “1.00%” in such section to “0.75%” and (b) change the reference to “2.00%” in such section to “1.75%”.

 

SUBPART 2.3  Amendment to Section 2.13(e)Section 2.13(e) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

 

(e)                                  Repricing Transactions.  In connection with any Repricing Transaction that is consummated in respect of all or any portion of the Term Loans during the period from the First Amendment Effective Date to but excluding the date six months after the First Amendment Effective Date, the Borrower shall pay to the Term Lenders a fee equal to 1% of the aggregate principal amount of the Term Loans prepaid or repriced in connection with such Repricing Transaction.  Notwithstanding the foregoing, it is understood and agreed that the fee described in this Section 2.13(e) shall not be applicable to any such transaction that results in or involves a Change of Control of the Borrower.

 

PART 3.
CONDITIONS TO EFFECTIVENESS

 

This Amendment shall become effective as of the date hereof (the “First Amendment Effective Date”) upon receipt by the Administrative Agent of counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Administrative Agent, the Required Lenders and each Term Lender, and thereafter this Amendment shall be known, and may be referred to, as the “First Amendment”:

 

SUBPART 3.1  Counterparts of Amendment.  The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each Credit Party, the Required Lenders, each Term Lender and the Administrative Agent.

 

SUBPART 3.2    Other Fees and Out of Pocket Costs.  The Borrower shall have paid the reasonable and documented out-of-pocket costs (to the extent invoiced) incurred by the Administrative Agent (including the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel).

 

PART 4.
MISCELLANEOUS

 

SUBPART 4.1  Representations and Warranties.  The Credit Parties hereby represent and warrant to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, (i) no Default or Event of Default exists under the Amended Credit Agreement or any of the other Loan Documents and (ii) the representations and warranties set forth in Article VI of the Existing Credit Agreement or in the other Loan Documents are true and correct in all material respects (except that if any such representation

 

2



 

or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects (except that if any such representation or warranty contains any materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date when made (except that for purposes of this Subpart 4.1, the representations and warranties contained in Section 6.05(a) and (b) of the Existing Credit Agreement, shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.01(a) and (b) of the Existing Credit Agreement, respectively).

 

SUBPART 4.2  Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Amended Credit Agreement and acknowledges and reaffirms (i) that it is bound by all terms of the Amended Credit Agreement and (ii) that it is responsible for the observance and full performance of the Obligations.  Without limiting the generality of the proceeding sentence, (i) each of the Guarantors restates that it jointly and severally guarantees the prompt payment when due of all Obligations, in accordance with, and pursuant to the terms of, Article IV of the Amended Credit Agreement and (ii) each of the Credit Parties agrees that all references in the Security Agreement and the other Collateral Documents to the term “Secured Obligations” shall be deemed to include all of the obligations of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under the Amended Credit Agreement, the Collateral Documents or any of the other Loan Documents (including, but not limited to, any interest, expenses and cost and charges that accrue after the commencement by or against any Credit Party or any Affiliate thereof or any proceedings under any Debtor Relief Laws naming such Person as the debtor in such proceeding).

 

SUBPART 4.3  Cross-References.  References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

 

SUBPART 4.4  Instrument Pursuant to Existing Credit Agreement.  This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

 

SUBPART 4.5  References in Other Loan Documents.  At such time as this Amendment shall become effective pursuant to the terms of Part 3, all references in the Amended Credit Agreement to the “Agreement” or in any other Loan Document to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

 

SUBPART 4.6  Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.  Delivery of an executed counterpart of this Amendment by telecopy or other electronic means (including email .pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

 

SUBPART 4.7  Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

SUBPART 4.8  Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

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SUBPART 4.9  Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 11.08 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis.

 

[remainder of page intentionally left blank]

 

4



 

Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

 

 

BORROWER:

EPIQ SYSTEMS, INC.,

 

as the Borrower

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

GUARANTORS:

EPIQ SYSTEMS ACQUISITION, INC.,

 

as a Guarantor

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

EPIQ CLASS ACTION & CLAIMS SOLUTIONS, INC.,

 

as a Guarantor

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

EPIQ BANKRUPTCY SOLUTIONS, LLC,

 

as a Guarantor

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

HILSOFT, INC.,

 

as a Guarantor

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

 

EPIQ EDISCOVERY SOLUTIONS, INC.,

 

as a Guarantor

 

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

ENCORE LEGAL SOLUTIONS, INC.,

 

as a Guarantor

 

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

DE NOVO LEGAL, LLC,

 

as a Guarantor

 

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

EPIQ SYSTEMS HOLDINGS, LLC,

 

as a Guarantor

 

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

 

 

 

 

EPIQ TECHNOLOGY, LLC,

 

as a Guarantor

 

 

 

 

 

 

 

By:

/s/ Paul F. Liljegren

 

Name:

Paul F. Liljegren

 

Title:

Senior Vice President Finance

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

ADMINISTRATIVE AGENT:

KEYBANK NATIONAL ASSOCIATION,

 

as Administrative Agent, a Lender,

 

Swing Line Lender and LC Issuer

 

 

 

 

By:

/s/ David A. Wild

 

Name:

David A. Wild

 

Title:

Senior Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

AMMC CLO IX, LIMITED,

 

as a Lender

 

 

 

 

By:

American Money Management Corp., as Collateral Manager

 

 

 

 

By:

/s/ David P. Meyer

 

Name:

David P. Meyer

 

Title:

Senior Vice President

 

LENDER:

AMMC CLO X, LIMITED,

 

as a Lender

 

 

 

By:

American Money Management Corp., as Collateral Manager

 

 

 

 

By:

/s/ Chester M. Eng

 

Name:

Chester M. Eng

 

Title:

Senior Vice President

 

LENDER:

AMMC CLO XI, LIMITED,

 

as a Lender

 

 

 

By:

American Money Management Corp., as Collateral Manager

 

 

 

 

By:

/s/ Chester M. Eng

 

Name:

Chester M. Eng

 

Title:

Senior Vice President

 

LENDER:

AMMC CLO XII, LIMITED,

 

as a Lender

 

 

 

By:

American Money Management Corp., as Collateral Manager

 

 

 

 

By:

/s/ Chester M. Eng

 

Name:

Chester M. Eng

 

Title:

Senior Vice President

 

LENDER:

AMMC CLO XIII, LIMITED,

 

as a Lender

 

 

 

By:

American Money Management Corp., as Collateral Manager

 

 

 

 

By:

/s/ David P. Meyer

 

Name:

David P. Meyer

 

Title:

Senior Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

RAYMOND JAMES BANK, N.A.,

 

as a Lender

 

 

 

By:

/s/ Kathy Bennett

 

Name:

Kathy Bennett

 

Title:

Senior Vice President

 

 

LENDER:

General Electric Capital Corporation,

 

as a Lender

 

 

 

By:

/s/ James N. Urbates

 

Name:

James N. Urbates

 

Title:

Duly Authorized Signatory

 

 

LENDER:

WhiteHorse VI, Ltd.

 

 

 

By:

H.I.G. WhiteHOrse Capital, LLC

 

As:

Collateral Manager,

 

as a Lender

 

 

 

 

By:

/s/ Jarred Worley

 

Name:

Jarred Worley

 

Title:

Authorized Officer

 

 

LENDER:

Ascension Alpha Fund, LLC,

 

as a Lender

 

 

 

 

By:

Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

 

LENDER:

Stichting Pensioenfonds Medische Specialisten,

 

as a Lender

 

 

 

 

By:

Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Stichting Pensioenfonds voor Huisartsen,

 

as a Lender

 

 

 

 

By:

Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

LENDER:

Met Investors Series Trust - Pioneer Strategic Income Portfolio,

 

as a Lender

 

 

 

 

By:

Pioneer Investment Management, Inc.

 

As its adviser

 

 

 

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

LENDER:

Multi Sector Value Bond Fund,

 

as a Lender

 

 

 

 

By:

Pioneer Institutional Asset Management, Inc.

 

As its adviser

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

 

LENDER:

Pioneer Dynamic Credit Fund,

 

as a Lender

 

 

 

 

By:

Pioneer Investment Management, Inc.

 

As its adviser

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

 

Pioneer Floating Rate Fund,

LENDER:

as a Lender

 

 

 

 

By:

Pioneer Investment Management, Inc.

 

As its adviser

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Pioneer Floating Rate Trust,

 

as a Lender

 

 

 

 

By:

Pioneer Investment Management, Inc.

 

As its adviser

 

 

 

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

 

 

LENDER:

Pioneer Multi-Asset Ultrashort Income Fund,

 

as a Lender

 

 

 

 

By:

Pioneer Investment Management, Inc.

 

As its adviser

 

 

 

 

 

 

 

By:

/s/ Maggie Begley

 

Name:

Maggie Begley

 

Title:

Vice President and Associate General Counsel

 

 

 

LENDER:

ASF1 Loan Funding LLC,

 

as a Lender

 

 

 

 

 

 

 

By:

Citibank, N.A.,

 

 

 

 

By:

/s/ Paul Plank

 

Name:

Paul Plank

 

Title:

Director

 

 

 

LENDER:

AIB Debt Managment Limited,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Roisin O’Connell

 

 

Roisin O’Connell

 

 

Senior Vice President

 

 

Investment Advisor to AIB Debt Management, Limited

 

 

 

 

 

By:

/s/ Donna Cleary

 

 

Donna Cleary

 

 

Vice President

 

 

Investment Advisor to AIB Debt Managment, Limited

 

 

 

Crown Point CLO Ltd.,

LENDER:

as a Lender

 

 

 

 

 

 

 

By:

/s/ John J. D’Angelo

 

Name:

John J. D’Angelo

 

Title:

Sr. Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Modern Bank N.A.,

 

as a Lender

 

 

 

 

By:

/s/ Daniel Bennett

 

Name:

Daniel Bennett

 

Title:

Senior Vice President Deputy Chief Credit Officer

 

 

LENDER:

DAVIDSON RIVER TRADING, LLC

 

as a Lender

 

 

 

 

By:

SunTrust Bank, its Manager

 

 

 

 

 

 

 

By:

/s/ Joshua Lowe

 

Name: Joshua Lowe

 

Title: Vice President

 

 

LENDER:

Zeus Trading LLC,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Tara E Kenny

 

Name:

Tara E Kenny

 

Title:

Assistant Vice President

 

 

LENDER:

VENTURE XII CLO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor

 

MJX Asset Management LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

 

LENDER:

VENTURE XIII CLO, Limited,

 

as a Lender

 

 

 

 

By:

its Investment Advisor

 

MJX Asset Management LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

VENTURE XIV CLO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor

 

MJX Asset Management LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

 

LENDER:

Venture XI CLO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor, MJX

 

Asset Management, LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

 

LENDER:

Venture IX CDO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor, MJX

 

Asset Management LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Managing Director

 

 

LENDER:

Venture X CLO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor, MJX

 

Asset Management, LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

 

LENDER:

VENTURE XV CLO, Limited,

 

as a Lender

 

 

 

 

By:

its investment advisor

 

MJX Asset Management LLC

 

 

 

 

 

 

 

By:

/s/ Michael Regan

 

Name:

Michael Regan

 

Title:

Senior Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO VII, LTD.,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ John P. Thacker

 

Name:

JOHN P. THACKER

 

Title:

CHIEF CREDIT OFFICER

 

 

LENDER:

Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO X, LTD.,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ John P. Thacker

 

Name:

JOHN P. THACKER

 

Title:

CHIEF CREDIT OFFICER

 

 

LENDER:

Kaiser Foundation Hospitals,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Kaiser Permanente Group Trust,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

American General Life Insurance Company,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

American Home Assurance Company,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Avalon IV Capital, Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Asset Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

BOC Pension Investment Fund,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Attorney in Fact

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Blue Hill CLO, Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Children’s Healthcare of Atlanta, Inc.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Diversified Credit Portfolio Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Adviser

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Invesco Dynamic Credit Opportunities Fund,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Sub-advisor

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Invesco Floating Rate Fund,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Sub-Adviser

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Invesco Senior Income Trust,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Sub-advisor

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Invesco Senior Loan Fund,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Sub-advisor

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Invesco Zodiac Funds - Invesco US Senior Loan Fund,

 

as a Lender

 

 

 

 

By:  Invesco Management S.A. As Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Lexington Insurance Company,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Linde Pension Plan Trust,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Marea CLO, Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

 

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Medical Liability Mutual Insurance Company,

 

as a Lender

 

 

 

 

By:  Invesco Advisers, Inc. as Investment Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

National Union Fire Insurance Company of Pittsburgh, Pa.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Nomad CLO, Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Collateral Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

North End CLO, Ltd,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

QUALCOMM Global Trading Pte. Ltd.,

 

as a Lender

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 


 


 

LENDER:

The City of New York Group Trust,

 

as a Lender

 

 

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Investment Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

Wasatch CLO Ltd,

 

as a Lender

 

 

 

 

 

 

By:  Invesco Senior Secured Management, Inc. as Portfolio Manager

 

 

 

 

By:

/s/ Kevin Egan

 

Name:

Kevin Egan

 

Title:

Authorized Individual

 

 

LENDER:

DWS Floating Rate Fund,

 

as a Lender

 

 

 

 

 

By:

Deutsche Investment Management Americas, Inc.

 

 

Investment Advisor

 

 

 

 

By:

/s/ Eric S. Meyer

 

 

Eric S. Meyer, Managing Director

 

 

 

 

 

 

 

By:

/s/ Shayna Malnak

 

Name:

Shayna Malnak

 

Title:

Vice President

 

 

LENDER:

MT. WHITNEY SECURITIES INC., as Assignee,

 

as a Lender

 

 

 

 

 

By:

Deutsche Investment Management Americas  Inc.

 

 

As Manager

 

 

 

 

By:

/s/ Eric S. Meyer

 

 

Eric S. Meyer, Managing Director

 

 

 

 

 

 

 

By:

/s/ Shayna Malnak

 

Name:

Shayna Malnak

 

Title:

Vice President

 

 

LENDER:

GEORGE LUCAS FAMILY FOUNDATION,

 

as a Lender

 

 

 

 

 

By:

Deutsche Bank Trust Company Americas

 

 

As Agent

 

 

 

 

By:

/s/ Eric S. Meyer

 

 

Eric S. Meyer, Managing Director

 

 

 

 

 

 

 

By:

/s/ Shayna Malnak

 

Name:

Shayna Malnak

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

THE GWL LIVING TRUST,

 

as a Lender

 

 

 

 

 

By:

Deutsche Bank Trust Company Americas

 

 

As Agent

 

 

 

 

By:

/s/ Eric S. Meyer

 

 

Eric S. Meyer, Managing Director

 

 

 

 

 

 

 

By:

/s/ Shayna Malnak

 

Name:

Shayna Malnak

 

Title:

Vice President

 

 

LENDER:

SUNBRIDGE HOLDINGS, LLC,

 

as a Lender

 

 

 

 

 

By:

Deutsche Bank Trust Company Americas

 

 

As Agent

 

 

 

 

By:

/s/ Eric S. Meyer

 

 

Eric S. Meyer, Managing Director

 

 

 

 

 

 

 

By:

/s/ Shayna Malnak

 

Name:

Shayna Malnak

 

Title:

Vice President

 

 

LENDER:

Golub Capital Partners CLO 10, Ltd.,

 

as a Lender

 

 

 

 

 

 

By:

/s/ Chris Jamieson

 

Name:

Chris Jamieson

 

Title:

Portfolio Manager

 

 

LENDER:

Golub Capital Partners CLO 11, Ltd.,

 

as a Lender

 

 

 

 

 

 

By:

/s/ Chris Jamieson

 

Name:

Chris Jamieson

 

Title:

Portfolio Manager

 

 

LENDER:

Golub Capital Partners CLO 14, Ltd.,

 

as a Lender

 

 

 

 

 

 

By:

/s/ Chris Jamieson

 

Name:

Chris Jamieson

 

Title:

Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Golub Capital Partners CLO 15, Ltd.,

 

as a Lender

 

 

 

 

 

 

By:

/s/ Chris Jamieson

 

Name:

Chris Jamieson

 

Title:

Portfolio Manager

 

 

LENDER:

GCPH Loan Funding, LLC,

 

as a Lender

 

 

 

 

 

 

By:

Citibank, N.A.,

 

 

 

 

 

 

 

By:

/s/ Neil Patel

 

Name:

Neil Patel

 

Title:

Director

 

 

LENDER:

UBS AG, STAMFORD BRANCH,

 

as a Lender

 

 

 

 

By:

/s/ Lana Gifas

 

Name:

Lana Gifas

 

Title:

Director

 

 

 

 

 

 

 

By:

/s/ Jennifer Anderson

 

Name:

Jennifer Anderson

 

Title:

Associate Director

 

 

LENDER:

FIRSTMERIT BANK, N.A.,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Laura C. Redinger

 

Name:

Laura C. Redinger

 

Title:

Senior Vice President

 

 

LENDER:

 

 

 

 

 

 

APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES FUND,

 

As Lender

 

 

 

 

By:

Loomis, Sayles & Company, LP.,
Its Investment Manager

 

 

 

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner,

 

 

 

 

 

 

 

                                                                   ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

APOSTLE LOOMIS SAYLES SENIOR LOAN FUND,

 

As Lender

 

 

 

 

By:

Loomis, Sayles & Company, L.P.,
Its Investment Manager

 

 

 

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner

 

 

 

 

 

                                       ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

 

LENDER:

LOOMIS SAYLES SENIOR FLOATING RATE & FIXED INCOME FUND,

 

As Lender

 

 

 

 

By:

Loomis, Sayles & Company, L.P.,
Its Investment Adviser

 

 

 

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner

 

 

 

 

 

                                       ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

 

LENDER:

LOOMIS SAYLES SENIOR FLOATING RATE AND FIXED INCOME TRUST,

 

As Lender

 

 

 

 

By:

Loomis Sayles Trust Company, LLC, As Trustee of Loomis Sayles Senior Floating Rate and Fixed Income Trust

 

 

 

 

                                                   ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

 

LENDER:

THE LOOMIS SAYLES SENIOR LOAN FUND, LLC,

 

As Lender

 

 

 

 

By:

Loomis, Sayles & Company, L.P.,
Its Managing Manager

 

 

 

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner,

 

 

 

 

 

                                       ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

 

LENDER:

NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,

 

As Lender

 

 

 

 

By:

Loomis, Sayles & Company, L.P.,
Its Investment Manager

 

 

 

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner,

 

 

 

 

 

                                       ,

 

 

 

 

 

 

 

By:

/s/ Mary McCarthy

 

 

Name:

Mary McCarthy

 

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 


 


 

LENDER:

Silicon Valley Bank,

 

as a Lender

 

 

 

 

By:

/s/ Matt Kelty

 

Name:

Matt Kelty

 

Title:

Vice President

 

 

LENDER:

IBM Personal Pension Plan Trust,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co., as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

New Mexico State Investment Council,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co. LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

BayernInvest Alternative Loan-Fonds,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co. LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

California Public Employees’ Retirement System,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co. LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

City of New York Group Trust,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co. LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING (L) Flex - Senior Loans,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co., as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING Floating Rate Fund,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Investment Management Co., as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING IM CLO 2012-3, LTD.,

 

as a Lender

 

 

 

 

 

 

 

By:  ING Alternative Asset Management LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING IM CLO 2012-4, LTD.,

 

as a Lender

 

 

 

 

By:  ING Alternative Asset Management LLC, as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

ING IM CLO 2013-1, LTD.,

 

as a Lender

 

 

 

 

By:

ING Alternative Asset Management LLC,

 

as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING IM CLO 2013-2, LTD.,

 

as a Lender

 

 

 

 

By:

ING Alternative Asset Management LLC,

 

as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING IM CLO 2013-3, LTD.,

 

as a Lender

 

 

 

 

By:

ING Alternative Asset Management LLC,

 

as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING Investment Trust Co. Plan for Employee

 

Benefit Investment Funds - Senior Loan Fund,

 

as a Lender

 

 

 

 

By:

ING Investment Trust Co. as its trustee

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ING Prime Rate Trust,

 

as a Lender

 

 

 

 

By:

ING Investment Management Co.,

 

as it investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

ING Senior Income Fund,

 

as a Lender

 

 

 

 

By:

ING Investment Management Co.,

 

as its investment manager

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

ISL Loan Trust,

 

as a Lender

 

 

 

 

By:

ING Investment Management Co.,

 

as its investment advisor

 

 

 

 

 

 

 

By:

/s/ Jason Esplin

 

Name:

Jason Esplin

 

Title:

Vice President

 

 

LENDER:

JMP CREDIT ADVISORS CLO II LTD.

 

By: JMP Credit Advisors LLC, As Attorney-in-Fact

 

 

 

 

 

 

 

By:

/s/ April Lowry

 

 

Name: April Lowry

 

 

Title:   Director

 

 

LENDER:

ARROWOOD INDEMNITY COMPANY

 

ARROWOOD INDEMNITY COMPANY AS

 

ADMINISTRATOR OF THE PENSION

 

PLAN OF ARROWOOD INDEMNITY COMPANY,

 

each as a Lender

 

 

 

By: Babson Capital Management LLC as Investment Adviser

 

 

 

 

By:

/s/ Chad Campbell

 

Name:

Chad Campbell

 

Title:

Director

 

 

LENDER:

Carlyle Global Market Strategies CLO 2011-1, Ltd.,

 

as a Lender

 

 

 

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Carlyle Global Market Strategies CLO 2012-1, Ltd.,

 

as a Lender

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

 

LENDER:

Carlyle Global Market Strategies CLO 2012-2, Ltd.,

 

as a Lender

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

 

LENDER:

Carlyle Global Market Strategies CLO 2013-3, Ltd.,

 

as a Lender

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

 

LENDER:

Carlyle Global Market Strategies CLO 2013-4, Ltd.,

 

as a Lender

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

LENDER:

Carlyle High Yield Partners IX, Ltd,

 

as a Lender

 

 

 

 

By:

/s/ Linda Pace

 

Name:

Linda Pace

 

Title:

Managing Director

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity),

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC,

 

 

Portfolio Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Paul Credit Fund Series I, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Portfolio Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Investment Partners XII, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Collateral Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Delaware Trust 2011,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Portfolio Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Investment Partners XIV, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Collateral Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT

 



 

LENDER:

Octagon Investment Partners XVI, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Collateral Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Investment Partners XVII, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Collateral Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

Octagon Investment Partners XVIII, Ltd.,

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Collateral Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

 

LENDER:

US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity),

 

as a Lender

 

 

 

 

By:

Octagon Credit Investors, LLC

 

 

as Portfolio Manager

 

 

 

 

By:

/s/ Lauren Basmadjian

 

Name:

Lauren Basmadjian

 

Title:

Portfolio Manager

 

EPIQ SYSTEMS, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT