FS Investment Corporation II 8-K [fsicii-8k_032919.htm]
Exhibit 10.1
OMNIBUS SIXTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT AND LENDER FEE LETTER
THIS OMNIBUS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY
AGREEMENT AND LENDER FEE LETTER, dated as of March 29, 2019 (this "Amendment"),
is entered into by and among COOPER RIVER LLC, a Delaware limited liability
company, as borrower (the "Borrower"), the LENDERS party hereto, CITIBANK, N.A.
("Citibank"), as administrative agent for the Secured Parties (as hereinafter
defined) (in such capacity, the "Administrative Agent"), CITIBANK, N.A., acting
through its Agency & Trust division ("Citibank Agency & Trust"), as collateral
custodian for the Secured Parties (in such capacity, the "Custodian") and as
collateral agent for the Secured Parties (in such capacity, the "Collateral
Agent"), and VIRTUS GROUP, LP ("Virtus"), as collateral administrator (in such
capacity, the "Collateral Administrator").
R E C I T A L S
WHEREAS, certain of the above-named parties have entered into that certain
Amended and Restated Credit and Security Agreement, dated as of May 29, 2015 (as
amended, the "Agreement"), by and among the Borrower, the Lenders from time to
time party thereto, the Administrative Agent, the Collateral Agent, the
Custodian and the Collateral Administrator;
WHEREAS, pursuant to and in accordance with Section 12.01(b) of the Agreement,
the parties hereto desire to amend the Agreement in certain respects, as
provided herein;
WHEREAS, certain of the above-named parties have entered into that certain
Lender Fee Letter Agreement, dated as of April 13, 2017 (as amended, the "Lender
Fee Letter"); and
WHEREAS, the parties hereto desire to terminate the Lender Fee Letter, 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 to the Agreement.
The Agreement is hereby amended to delete the bold, stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the bold, double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) as set forth in the pages of the
Agreement attached as Exhibit A hereto.
SECTION 3.
Termination of the Lender Fee Letter.
The Lender Fee Letter is hereby terminated and shall be of no further force or
effect. For the avoidance of doubt, the Prepayment Fee specified therein is
hereby waived in its entirety.
SECTION 4.
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 5.
Representations and Warranties.
The Borrower