Exhibit 10.15


 


SECOND AMENDMENT TO TERM LOAN AGREEMENT


 


among


 


WHITEHORSE FINANCE, INC., 

as Borrower,


 


H.I.G. BAYSIDE LOAN OPPORTUNITY FUND
II, L.P., 

as Guarantor,


 


CITIBANK, N.A.,


as Administrative Agent and Sole Lead
Arranger,


 


and


 


LENDERS NAMED HEREIN, 

as Lenders


 


Dated as of: July 19, 2013 


 




    	 



    	 



    

 


This SECOND
AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of July 19, 2013, by and among WHITEHORSE
FINANCE, INC., a Delaware corporation (f/k/a Whitehorse Finance, LLC) (the “Borrower”), H.I.G. BAYSIDE
LOAN OPPORTUNITY FUND II, L.P., a Delaware limited partnership (the “Guarantor”), the Lenders and CITIBANK,
N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”). All capitalized terms used and not otherwise defined in this Amendment shall have the meanings provided for
such terms in Section 1.


 


WITNESSETH: 


 


WHEREAS, the
Borrower has asked the Lenders to amend the Credit Agreement as contemplated in this Amendment; and


 


WHEREAS, the
Lenders are willing to do so on the terms and subject to the conditions set forth in this Amendment;


 


NOW, THEREFORE,
in consideration of the foregoing, the Borrower, the Guarantor, the Lenders and the Administrative Agent hereby mutually covenant
and agree as follows:


 


1.           Definitions.


 


(a)          The
following terms shall have the respective meanings assigned to them in this Section 1(a):


 


“Administrative Agent” has the
meaning provided in the preamble.


 


“Amendment
Effective Date” means the date on which the conditions precedent to the effectiveness of this Amendment as specified
in Section 3 have been satisfied.


 


“Borrower” has the meaning provided
in the preamble.


 


“Credit
Agreement” means the Term Loan Agreement dated as of November 8, 2012, as amended by the First Amendment to Term Loan
Agreement dated as of July 9, 2013, each among the Borrower, the Lenders and the Administrative Agent.


 


“Guarantor” has the meaning provided
in the preamble.


 


(b)          All
other capitalized terms used and not otherwise defined in this Amendment shall have the meanings provided for such terms in the
Credit Agreement.


 


2.           Amendments
to the Credit Agreement. From and after the Amendment Effective


Date, the definitions of “Applicable
Margin” and “Stated Maturity Date” appearing in Section 1.1 of the Credit Agreement shall be amended and restated
in their entirety to read as follows:


 


“Applicable
Margin” means (a) with respect to any Alternate Base Rate Loan, 0.45% per annum; and (b) with respect to any LIBOR
Loan, 2.20% per annum.


 


“Stated
Maturity Date” means July 3, 2015, as same may be accelerated in accordance with the terms hereof. 


 




    	 



    	 



    

 


3.           Conditions.
This Amendment shall be effective upon:


 


(a)          the
delivery to the Administrative Agent of (i) counterparts of this Amendment duly executed by the Borrower, the Guarantor and each
Lender; (ii) such evidence as the Administrative Agent may reasonably require to verify that each of the Borrower and the Guarantor
(A) is duly organized or formed, validly existing and in good standing, including certified copies of such Person’s Organizational
Documents and certificates of good standing, and (B) has the authority to execute and deliver this Amendment and to perform its
obligations under the Credit Agreement, as amended by this Amendment; and (iii) incumbency certificates and/or other certificates
of Responsible Officers of the Borrower and the Guarantor as the Administrative Agent may require to establish the identities of
and verify the authority and capacity of each Responsible Officer of the Borrower and the Guarantor authorized to act as a Responsible
Officer in connection with this Amendment;


 


(b)          the
delivery to the Administrative Agent of counterparts of an amendment to the Revolving Credit Agreement duly executed by the Guarantor,
the General Partner and each Lender, which such amendment shall, among other things, extend the maturity of the Revolving Credit
Agreement to a date that is at least thirty days after the Stated Maturity Date (after giving effect to this Amendment); and


 


(c)          payment
of the reasonable fees and expenses of counsel to the Administrative Agent as provided in Section 8.


 


4.           References.
From and after the Amendment Effective Date, each reference


throughout (i) the Credit Agreement
to “this Agreement”, and (ii) the other Loan Documents to “the Agreement” or “the Credit Agreement”
shall be to the Credit Agreement, as amended by this Amendment, and as same may be further modified, amended, consolidated, increased,
renewed, supplemented and/or extended from time to time.


 


5.           Representations
and Warranties. In order to induce the Lenders to enter into this


Amendment, the Borrower and
the Guarantor each represent and warrant that on and as of the Amendment Effective Date after giving effect to this Amendment:


 


(a)          The
execution and delivery by the Borrower and the Guarantor of this Amendment and the performance by the Borrower and the Guarantor
of this Amendment and, in the case of the Borrower, the Credit Agreement, as amended by this Amendment, have been duly authorized
by all necessary partnership, limited liability company or corporate action, as the case may be, of the Borrower or the Guarantor,
and do not and will not contravene or conflict with the Borrower’s or the Guarantor’s Organizational Documents, or
contravene or conflict, in any material respect, with any provision of law, statute, or regulation to which the Borrower or the
Guarantor is subject or any judgment, license, order or permit applicable to the Borrower or the Guarantor or any indenture, mortgage,
deed of trust, or other agreement or instrument to which the Borrower or the Guarantor is a party or by which the Borrower or the
Guarantor may be bound, or to which the Borrower or the Guarantor may be subject, in each case, to the extent the contravention
or conflict would not reasonably be expected to have a Material Adverse Effect.


 


(b)          Each
of this Amendment and, in the case of the Borrower, the Credit Agreement, as amended by this Amendment, constitutes a legal, valid
and binding obligation of the Borrower and the Guarantor, enforceable against the Borrower and the Guarantor in accordance with
its terms, subject to Debtor Relief Laws.


 




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(c)          All
of the representations and warranties of the Borrower and the Guarantor contained in the Credit Agreement are true and correct
in all material respects (except to the extent (i) such representations are made as of a specific date (such as “as of the
date hereof”), in which event they shall only be required to remain true and correct in all material respects as of such
date, and (ii) of changes in fact or circumstances that do not constitute an Event of Default or Potential Default under the Credit
Agreement or any other Loan Document).


 


(d)          No
Event of Default or Potential Default has occurred and is continuing or


resulted from the consummation
of the transactions contemplated by this Amendment or any other Loan Document.


 


6.          Reaffirmation;
Acknowledgment. Except as specifically amended by this Amendment, the provisions of the Credit Agreement, each other Loan
Document and the Revolving Credit Borrower Guaranty are reaffirmed in their entirety by the Borrower and the Guarantor, as the
case may be, and shall remain unchanged and in full force and effect. Without limiting the generality of the foregoing, the Guarantor
confirms and agrees that the Revolving Credit Borrower Guaranty does and shall continue to guaranty the payment of all Obligations
of the Borrower under the Loan Documents, as amended or otherwise modified by this Amendment.


 


7.          Conflict
With Other Documents. In the event of a conflict between the provisions of this Amendment and the provisions of the Credit
Agreement and/or any other Loan Document, the provisions of this Amendment shall govern and control to the extent of such conflict.


 


8.          Payment
of Expenses. On the Amendment Effective Date, the Borrower agrees to pay or reimburse the Administrative Agent for all reasonable
and documented out-of-pocket costs and expenses incurred in connection with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder (including, without limitation, all Attorney Costs) in accordance
with the terms of Section 9.6 of the Credit Agreement which are invoiced to the Borrower on or prior to the Amendment Effective
Date.


 


9.          Governing
Law; Submission to Jurisdiction. This Amendment shall be governed by the laws of the State of New York as provided in the
Credit Agreement; and the Borrower and the Guarantor further agree to submit to the jurisdiction of New York as provided in the
Credit Agreement.


 


10.        Counterparts.
This Amendment may be executed in two or more counterparts, each of which may be executed by one or more of the parties hereto,
but all of which, when taken together, shall constitute a single amendment binding upon all of the parties hereto.


 


11.        Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors, legal representatives, heirs
and assigns of the parties hereto.


 


12.        No
Modification. This Amendment may not be amended, modified or otherwise changed without the mutual agreement in writing of
the parties hereto.


 


13.        No
Knowledge of Claims. To the Borrower’s and Guarantor’s knowledge, the Borrowers and the Guarantor have no current
claims, counterclaims, defenses or set-offs of any kind or nature against the Lenders or the Administrative Agent arising out
of, pursuant to, or pertaining in any way to the Credit Agreement, any other Loan Document and any and all documents and instruments
in connection with or relating to the foregoing, or this Amendment.


 


[Signatures follow on next
page.]


 




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IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment as of the date first written above.


 


	 	BORROWER:
	 	 
	 	WHITEHORSE FINANCE, INC.
	 	 	 
	 	By:	/s/ Alastair G.C. Merrick
	 	 	Name: Alastair G.C. Merrick
	 	 	Title: Chief Financial Officer & Treasurer
	 	 	 
	 	GUARANTOR:
	 	 
	 	H.I.G. BAYSIDE LOAN OPPORTUNITY FUND II, L.P., a Delaware limited partnership
	 	 
	 	By: H.I.G. Bayside Loan Advisors, LLC, its General Partner 
	 	 
	 	By: H.I.G.-GPII, Inc., its Manager
	 	 	 
	 	By:	/s/ Richard Siegel
	 	 	  Name: Richard Siegel
	 	 	  Title: Authorized Signatory
	 	 	 
	 	ADMINISTRATIVE AGENT:
	 	 
	 	CITIBANK, N.A., as Administrative Agent
	 	 	 
	 	By:	/s/ Gerard M. Russell
	 	 	  Name: Gerard M. Russell 
	 	 	  Title: Director
	 	 	 
	 	LENDER:
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Gerard M. Russell
	 	 	  Name: Gerard M. Russell 
	 	 	  Title: Director


 


Signature Page to Second Amendment


(WhiteHorse Finance, Inc.)