Corporate Capital Trust, Inc. 8-K


 


Exhibit 10.1


 

EXECUTION VERSION


 


SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT


(CCT Tokyo Funding LLC)


 


THIS SECOND AMENDMENT
TO LOAN AND SERVICING AGREEMENT, dated as of November 28, 2017 (this “Amendment”), is entered into by and among
CCT TOKYO FUNDING LLC, as the Borrower (the “Borrower”), CORPORATE CAPITAL TRUST, INC., as the Servicer, the
Lender identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION, the Administrative Agent (in such capacity,
the “Administrative Agent”).


 


R E C I T A L S


 


WHEREAS, the above-named
parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of December
2, 2015 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the
Borrower, the Transferor, the Servicer, each of the Lenders from time to time party thereto, the Collateral Agent and the Administrative
Agent;


 


WHEREAS, pursuant to and in accordance with
Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided herein;


 


NOW, THEREFORE, based
upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:


 


SECTION 1. Definitions.


 


Each capitalized term used but not defined
herein has the meaning ascribed thereto in the Agreement.


 


SECTION 2. Amendments.


 


2.1           The
definition of “Applicable Spread” in Section 1.01 of the Agreement is amended and restated in its entirety as follows:


 


“Applicable Spread” has the meaning
assigned to that term in the Lender Fee Letter.


 


2.2           The
definition of “First Lien Loan Asset” in Section 1.01 of the Agreement is amended by deleting the phrase “securing
the Loan Asset” in clause (iii) thereof in its entirety and inserting in lieu thereof “securing the Loan Asset and
ability to generate cash flow”.


 


2.3           The
definition of “Lien Release Dividend Date” in Section 1.01 of the Agreement is amended by deleting the phrase “date
specified by the Borrower” in its entirety and inserting in lieu thereof “date of a Lien Release Dividend specified
by the Borrower”.


 


2.4           The
definition of “Maximum Facility Amount” in Section 1.01 of the Agreement is amended by deleting the phrase “$200,000,000”
in its entirety and inserting in lieu thereof “$300,000,000”.


 



     


     


    

 


2.5           The
definition of “Payment Date” in Section 1.01 of the Agreement is amended and restated in its entirety as follows:


 


“Payment Date”
means the 15th day of each March, June, September and December or, if such day is not a Business Day, the next succeeding Business
Day, commencing on the Initial Payment Date; provided that the final Payment Date shall occur on the Collection Date; provided
further that the Administrative Agent may, in its sole discretion with three (3) Business Days’ prior written notice to
the Borrower, the Collateral Agent and the Servicer, déclassé any Business Day a Payment Date if (i)(x) an Event
of Default shall have bee declared or (y) after the automatic occurrence of a Facility Maturity Date and (ii) the Administrative
Agent or the Lenders have declared the Advances Outstanding and the other Obligations to be immediately due and payable in full
in accordance with Section 7.01.


 


2.6           The
definition of “Reinvestment Period” in Section 1.01 of the Agreement is amended by deleting the phrase “December
2, 2017” in its entirety and inserting in lieu thereof “December 2, 2018”.


 


2.7           The
definition of “Restricted Junior Payment” in Section 1.01 of the Agreement is amended by deleting the phrase “except
a dividend paid” in its entirety and inserting in lieu thereof “except a dividend or distribution paid”.


 


2.8           The
definition of “Stated Maturity Date” in Section 1.01 of the Agreement is amended by deleting the phrase “December
2, 2020” in its entirety and inserting in lieu thereof “December 2, 2021”.


 


2.9           Clause
(ii) of the definition of “Value Adjustment Event” in Section 1.01 of the Agreement is amended by deleting the phrase
“payment default under any Loan Asset” in its entirety and inserting in lieu thereof “payment default with respect
to principal and interest under any Loan Asset”.


 


2.10         Article I of the Agreement is amended
by adding the following as new Section 1.05:


 


SECTION 1.05     Nature
of Obligations. The parties hereto intend the Advances made hereunder to be a “loan” and not a “security”
for purposes of Section 8-102(15) of the UCC.


 


2.11         Section 2.10(a)
of the Agreement is amended by deleting the phrase “increase of reserve requirements” in its entirety and inserting
in lieu thereof “increase or reserve or liquidity requirements”.


 


2.12         Section 11.13(a) of the Agreement is
amended by deleting the phrase “any valuation firm” in its entirety and inserting in lieu thereof “any Approved
Valuation Firm”.


 


2.13        
The Commitment of Sumitomo Mitsui Banking Corporation on the cover of the Agreement and on Annex A is amended to be
$300,000,000.


 



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SECTION 3. Agreement in Full Force and Effect as Amended.


 


Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute
a novation of the Agreement.


 


SECTION 4. Representations and Warranties.


 


The Borrower hereby represents and warrants as of
the date of this Amendment as follows:


 


(a)           this
Amendment has been duly executed and delivered by it;


 


(b)          this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally or by general principles of equity; and


 


(c)          there
is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering
into this Amendment.


 


SECTION 5. Conditions to Effectiveness.


 


The effectiveness of
this Amendment is subject to receipt by the Administrative Agent of (i) executed counterparts (or other evidence of execution,
including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letter related thereto,
(ii) an opinion of counsel to the Borrower in form and substance acceptable to the Administrative Agent and (iii) the fee payable
on the date hereof as specified in the fee letter.


 


SECTION 6. Miscellaneous.


 


(a)          This
Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same
or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute
one and the same agreement.


 


(b)          The
descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.


 


(c)          This
Amendment may not be amended or otherwise modified except as provided in the Agreement.


 


(d)          The
failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.


 



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(e)          Whenever
the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine
and feminine.


 


(f)           This
Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and
may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten
oral agreements between the parties.


 


(g)          THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED
ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


[Signature Pages Follow]


 



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IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.


 


	BORROWER:	CCT TOKYO FUNDING LLC
	 	 	 	 
	 	By:	
	 	 	Name: Philip S. Davidson
	 	 	Title: Authorized Signatory
	 	 	 	 
	SERVICER:	CORPORATE CAPITAL TRUST, INC.
	 	 
	 	By:	
	 	 	Name: Philip S. Davidson
	 	 	Title: Authorized Signatory


 


[Signatures Continue
on the Following Page]


 


[Signature Page to Second Amendment –
CCT Tokyo Funding LLC]


 



     


     


    

 


	ADMINISTRATIVE AGENT:	SUMITOMO MITSUI BANKING CORPORATION
	 	 
	 	By:	
	 	 	Name: Christakis Droussiotis
	 	 	Title: Managing Director
	 	 	 	 
	LENDER:	SUMITOMO MITSUI BANKING CORPORATION
	 	 
	 	By:	
	 	 	Name: Christakis Droussiotis
	 	 	Title: Managing Director


 


[Signature Page to Second Amendment –
CCT Tokyo Funding LLC]