Exhibit 10.1
FIRST AMENDMENT TO CREDIT
AGREEMENT AND TO SECURITY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT AND TO SECURITY AGREEMENT, dated as of July 13, 2010
(together with all schedules and exhibits hereto, this “
First Amendment ”), is entered into by and among BROAD
STREET FUNDING LLC, a Delaware limited liability company (the
“ Borrower ”), and DEUTSCHE BANK AG, NEW YORK
BRANCH (the “ Lender ”). Capitalized terms used
herein and not otherwise defined herein have the meanings assigned
to such terms in the Credit Agreement described below.
RECITALS:
A. The Borrower and Lender are
parties to a Credit Agreement dated as of March 10, 2010 (the
“ Credit Agreement ”), which provides, among
other things, for revolving Loans to be made by the Lenders to the
Borrower in an aggregate principal amount not exceeding
$140,000,000 and to a Security Agreement dated as of March 10,
2010 (the “ Security Agreement ”) which, inter
alia, secures the Borrower’s obligations to the Lender under
the Credit Agreement.
B. The Borrower and the Lender
desire, among other things, to (i) increase the aggregate
amount of the Lender’s Maximum Commitment to $240,000,000,
(ii) change the dates for certain reports to be delivered,
(iii) change the Additional Margin Requirement for certain
Securities, and (iv) make certain other related amendments
that are set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendment of Credit
Agreement . Effective as of the date hereof, the Credit
Agreement is hereby amended as follows:
(a) The preamble of the Credit
Agreement is amended by replacing “This Credit Agreement,
dated as of March 10, 2010 (this “ Agreement
”)” with “This Credit Agreement, dated as of
March 10, 2010 (as amended from time to time, this “
Agreement ”)”.
(b) Section 6.01(a)(i) of the
Credit Agreement is hereby replaced in its entirety with the
following:
“On the 20th day of each
calendar month (or, if such date is not a Business Day, then the
next following Business Day), the Borrower shall furnish to the
Lender a written statement (a “ Collateral Report
”) certified by the Manager on behalf of the Borrower, in
each case as of the Reporting Date which shall include among other
things (to the extent applicable):”
(c) The definition of
“Applicable Margin” in Annex I to the Credit Agreement
is hereby amended by replacing “2.50% per annum” with
“2.23% per annum.”
(d) The definition of
“Commitment Fee” in Annex I to the Credit Agreement is
hereby replaced in its entirety by the following:
““Commitment Fee”
means, (a) for any day occurring from the date that is four
(4) months after the Closing Date to, but excluding, the date
that is four (4) months after the First Amendment Closing
Date, the greater of (i) (1) the Unused Amount as of such
day less $100,000,000 multiplied by (2) a fraction, the
numerator of which is 0.75% and the denominator of which is 360,
and (ii) zero; and (b) for each day thereafter
(i) the Unused Amount as of such day multiplied by (ii) a
fraction, the numerator of which is 0.75% and the denominator of
which is 360.”
(e) The definition of “Credit
Document” in Annex I to the Credit Agreement is hereby
amended by inserting the following after “instrument or
document”: “(including amendments from time to time of
any of the foregoing).”
(f) The definition of “Maximum
Commitment” in Annex I to the Credit Agreement is hereby
amended by replacing “$140,000,000” with
“240,000,000”.
(g) The definition of
“Reporting Date” in Annex I to the Credit Agreement is
hereby replaced in its entirety by the following:
““ Reporting Date
” means the seventh Business Day prior to the 20th day of
each calendar month, commencing on May 11,
2010.”
(h) The following definition is
hereby added to Annex I to the Credit Agreement in the applicable
alphabetical location:
““ First Amendment
Closing Date ” means July 13,
2010”.
(i) The definition of
“Additional Margin Requirements” in the Collateral
Valuation Schedule is hereby amended as follows:
(1) Subsection (vii) is hereby
replaced in its entirety by the following:
“(vii) in the case of each
Bank Loan or Security for which (i) the Number of Pricing
Sources equals 2 or (ii) the Outstanding Facility Size is
greater than or equal to $75,000,000 and less than $150,000,000,
the percentage specified in Annex II-B-7 determined based upon the
Market Value of all such Bank Loans and
Securities;”
(2) Subsection (ix) is hereby
amended by deleting the “and” at the end
thereof;
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(3) Subsection (x) is hereby
amended by replacing the period at the end thereof with the
following “; and”; and
(4) The following is added as a new
Subsection (xi):
“(xi) in the case of
Securities with any Number of Pricing Sources, the percentage
specified in Annex II-C-4 .”
(j) The definition of “Number
of Pricing Sources” in the Collateral Valuation Schedule is
hereby replaced in its entirety with the following:
““ Number of Pricing
Sources ” means, as of any date of determination,
(i) for each Bank Loan, the arithmetic average, over the five
Business Days immediately preceding such date of determination, of
the Maximum Number of Price Indications on such Business Day, and
(ii) for Securities, the number of unique daily bid-side
quotations that the Lender receives directly from the list of
Approved Bond Dealers, except that (x) if the Lender believes
in its sole discretion that quotations reported on FT Interactive
Data or TRACE is duplicative of another quoting dealer, then that
quote will be excluded from the calculation, and (y) if any of
the quoting dealers’ 5 Year Ask CDS Spread is greater than
350 basis points, then their quotes will also be excluded from the
analysis. On each date of determination, the Number of Pricing
Sources shall be rounded up to the nearest whole number.
If the Lender is the source of one
of the price indications for Bank Loans or is the source of one of
the bid-side daily quotations for Securities and (i) there is
only one other price indication or quotation, as applicable, then
the Number of Pricing Sources will count as 3 instead of 2, or
(ii) there is no other price indication or quotation, as
applicable, then the Number of Pricing Sources will count as two
instead of one, provided that the Lender can change the
margin requirement for these positions in its sole discretion upon
8 business days notice to the Borrower.”
(k) The following definitions are
hereby added to the Collateral Valuation Schedule at their
applicable alphabetical location:
““ Approved Bond
Dealers ” means each of dealers as set forth in
Schedule 8 as revised by the lender from time to
time.
“ FT Interactive Data
” means the [price/quotation] reporting service provided by
the Interactive Data Corporation or any successor service thereto
as determined by Lender.
“ TRACE ” means
the Trade Reporting and Compliance Engine developed by the
Financial Industry Regulatory Authority (“FINRA”) or
any successor service thereto as determined by
Lender.”
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(l) Annex II-B-7 is hereby amended
as follows:
(1) The heading is hereby replaced
in its entirety with “Additional Margin Requirements –
Bank Loans and Securities.”
(2) The heading of the first column
is hereby replaced in its entirety by the following:
“Aggregate Market Value for
all Bank Loan or Security for which the Number of Pricing Sources
equals 2 or the Outstanding Facility Size is greater than or equal
to $75,000,000 and less than $150,000,000 as a percentage of the
aggregate Market Value of all Eligible
Investments”
(m) The following is hereby added to
the Credit Agreement as “Annex II-C-4”:
Additional Margin Requirement
– Securities
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Securities with the following Approved Pricing
Sources
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Additional Margin
Requirement
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Fewer than 2 Approved Pricing
Sources
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100
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%
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2 Approved Pricing Sources
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13
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%
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Greater than 2 Approved Pricing
Sources
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0
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%
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(n) The following list of Approved
Bond Dealers is hereby added as Schedule 8 of the Credit
Agreement:
APPROVED BOND
DEALERS
ABN
Barclays Bank PLC
BNP Paribas SA
Bank of NY Mellon (BNYM Capital
Markets)
Citigroup, Inc.
Credit Suisse AG
Deutsche Bank
Fidelity Capital Markets
FT Interactive Data
Goldman Sachs
HSBC
JP Morgan Chase &
Co.
Merrill Lynch & Co.,
Inc.
Morgan Stanley
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RBC Capital Markets
Royal Bank of Scotland Group
Plc
Societe General
TRACE trades
UBS AG
Wachovia
Section 2. Amendment of Security
Agreement . Effective as of the date hereof, the Security
Agreement is hereby amended as follows:
(a) The preamble of the Security
Agreement is amended by replacing “This Security Agreement
(this “Agreement”), dated as of March 10,
2010” with “This Security Agreement, dated as of
March 10, 2010 (as amended from time to time, this “
Agreement ”)”
(b) Section 1 of the Security
Agreement is hereby amended by adding the following to the end of
the definition of Credit Agreement (immediately before the period):
“as amended”
Section 3. Conditions
Precedent . It shall be a condition precedent to the
effectiveness of this First Amendment that each of the following
conditions are satisfied:
(a) Agreements. The Lender shall
have received executed counterparts of this First Amendment and the
Amendment Fee Agreement dated as of July 13, 2010 by and among
Borrower and Lender (the “Amendment Fee Agreement”),
each duly executed and delivered by an Authorized Representative of
the Borrower.
(b) Evidence of Authority. The
Lender shall have received:
(1) a certificate of an Authorized
Representative of the Borrower and a Responsible Offic