Exhibit 10.6
Execution Version
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND
SECURITY AGREEMENT (this "Amendment") is made and entered into as of November
28, 2017, by and among DASEKE, INC., a Delaware corporation ("Guarantor"),
DASEKE COMPANIES, INC., a Delaware corporation (the "Borrowing Agent"), each of
its subsidiaries party thereto as borrowers (together with Borrowing Agent, each
a "Borrower" and collectively, the "Borrowers" and together with Guarantor, the
"Loan Parties"), the Lenders (as defined in the Credit Agreement referred to
below) party hereto, and
PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for
the Lenders (PNC, together with its successors and assigns in such capacity,
"Agent").
RECITALS
A.
The Loan Parties, Agent and Lenders are parties to that certain Fifth
Amended and Restated Revolving Credit and Security Agreement, dated as of
February 27, 2017 (as heretofore amended, restated, supplemented, or otherwise
modified, the "Credit Agreement");
B.
On or about the date hereof, Term Loan Agent, the financial
institutions party thereto as "Lenders" thereunder, Borrowing Agent, Guarantor,
and certain of their Affiliates are entering into that certain Incremental and
Refinancing Amendment (Amendment No. 2 to Credit Agreement) (referenced herein
as "Term Amendment No. 2") to amend the Term Loan Agreement pursuant to the
terms and provisions thereof; and
C.
In conjunction with the Term Amendment No. 2, and subject to the
terms and conditions set forth herein, Agent, the Required Lenders, Guarantor,
and the Borrowers desire to amend the Credit Agreement as provided herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound agree as follows:
ARTICLE I
DEFINITIONS
1.01
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Credit Agreement.
ARTICLE II
AMENDMENTS
Effective as of the Effective Date (as defined below),
2.01
Amendment to Section 1.2.
(a)
Section 1.2 of the Credit Agreement is hereby amended to add the
following defined terms therein in the appropriate alphabetical order:
"Second Amendment Effective Date" shall mean November 28, 2017.
[Daseke] Second Amendment to 5th A&R Credit Agreement
"Total Leverage Ratio" shall have the meaning assigned to such term in the Term
Loan Agreement as in effect on the Second Amendment Effective Date.
(b)
Section 1.2 of the Credit Agreement is hereby amended to amend the
definition of "Funded Debt" therein to delete the words ";
provided further
that "Funded Debt" shall not be reduced pursuant to clause (x) by more than
$5,000,000" therein.
2.02
Amendments to Section 7.6.
Section 7.6 of the Credit Agreement is
hereby amended as follows:
(a)
clause (j) therein is amended and restated to read as follows:
"(j)
Indebtedness of any Loan Party and/or any Restricted Subsidiary with
respect to capital leases and Purchase Money Indebtedness (i) incurred prior to
or within 270 days of the acquisition,