Exhibit 10.2
7 June 2024
GLAS USA LLC, as Administrative Agent for the Lenders party to the Credit Agreement referred to below C/O Global Loan Agency Services Limited 55 Ludgate Hill Level 1 West, London EC4M 7JW Attention: Transaction Management Group/Doncasters Tel: [***] Email: [***]
| Re: | Amendment to Credit Agreement |
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement, dated as of April 23, 2024 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Alloy Parent Limited, a private company limited by shares incorporated in Jersey under the number 130426 (“Holdings”), Doncasters US Finance LLC, a Delaware limited liability company (“Doncasters Finance”) and Doncasters US LLC, a Delaware limited liability company (“Doncasters”, and together with Doncasters Finance, each as a “Borrower” and collectively, the “Borrowers”), the Lenders party thereto, GLAS USA LLC, as administrative agent (the “Administrative Agent”) and GLAS Americas LLC, as collateral agent (the “Collateral Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
The Borrowers hereby request that the Lenders party hereto (the “Consenting Lenders”), which constitute the Required Lenders, provide certain amendments to the Credit Agreement as further set forth herein, and, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto, intending to be legally bound hereby, agree as follows.
Amendments to Credit Agreement
The Consenting Lenders and the Borrowers each desire to exercise their authority pursuant to Section 9.02 of the Credit Agreement and hereby each agrees to amend and restate clause (b) of Schedule 5.17 in its entirety as follows:
“(b)(1) On or before the date that is 45 days after the Closing Date, evidence, in form and substance reasonably satisfactory to the Required Lenders, that (a) IVOSTUD GmbH has filed (x) its annual accounts for the financial year ending 31 December 2021 with the German Company Register (Unternehmensregister), is in compliance with all filing and reporting obligations to the German Company Register (Unternehmensregister), has filed, to the extent required, amended German Corporate Income Tax returns, German Trade Tax returns and all related Tax returns for the fiscal year ending 31 December 2021 and has paid all Tax amounts declared as payable in such returns (if any) and (b) each of the following U.K. Guarantors listed below has filed its annual accounts for the financial year ending 31 December 2022 at Companies House in England and Wales and is in compliance with all filing and reporting obligations to Companies House in England and Wales:
| 1. | Unipol Holdings Limited |
| 2. | Polycast International Limited | |
| 3. | Deritend International Limited | |
| 4. | Ross & Catherall Limited | |
| 5. | Trucast Limited | |
| 6. | Dundee Holdco 3 Limited | |
| 7. | Dundee Holdco 4 Limited | |
| 8. | Doncasters Blaenavon Limited | |
| 9. | Doncasters UK Finance Limited | |
| 10. | Clovepark Limited | |
| 11. | RCG Holdings Limited | |
| 12. | Chard Precision Castings Limited | |
| 13. | Triplex Lloyd Limited | |
| 14. | Trucast (Europe) Limited1 |
(2) on or before June 28, 2024, evidence, in form and substance reasonably satisfactory to the Required Lenders, that (i) each of the following U.K. Guarantors listed below has filed its annual accounts for the financial year ending 31 December 2022 at Companies House in England and Wales and is in compliance with all filing and reporting obligations to Companies House in England and Wales, and (ii) each of the following German Guarantors listed below has filed (a) its annual accounts for the financial year ending 31 December 2022 with the German Company Register (Unternehmensregister) and is in compliance with all filing and reporting obligations to the German Company Register (Unternehmensregister) and (b) its German Corporate Income Tax returns, German Trade Tax returns and all related Tax returns for the fiscal year ending 31 December 2022 with the competent tax office and has paid all Tax amounts declared as payable in such returns (if any):
| 1. | Dundee Pikco Limited | |
| 2. | Doncasters Limited | |
| 3. | Dundee Holdco GmbH | |
| 4. | Doncasters Precision Castings - Bochum GmbH |
(3) on or before July 26, 2024, IVOSTUD GmbH has filed (a) its annual accounts for the financial year ending 31 December 2022 with the German Company Register (Unternehmensregister) and is in compliance with all filing and reporting obligations to the German Company Register (Unternehmensregister) and (b) its German Corporate Income Tax returns, German Trade Tax returns and all related Tax returns for the fiscal year ending 31 December 2022 with the competent tax office and has paid all Tax amounts declared as payable in such returns (if any).”
1 NTD: Alloy Parent Limited statutory accounts were completed and filed at Companies House prior to closing.
| 2 |
To induce the Agents and the Consenting Lenders to enter into this Amendment Agreement, each Borrower represents and warrants to each of the Consenting Lenders and the Agents that: (i) the representations and warranties of each Borrower set forth in the Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty by its terms is qualified by materiality or Material Adverse Effect, in which case such representation and warranty (as so qualified) is true and correct in all respects), in each case on and as of the date of Amendment Effective Date (as defined below) (or true and correct in all material respects as of a specified date, if earlier); and (ii) on the Amendment Effective Date, no Default or Event of Default has occurred and is occurring.
This letter agreement (this “Amendment”) shall become effective on the date on which the Borrowers, the Administrative Agent (acting at the direction of the Consenting Lenders) and the Consenting Lenders shall have executed and delivered this Amendment to the Administrative Agent (such date, the “Amendment Effective Date”).
From and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement and each reference in the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement, and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall constitute a Loan Document. The Borrowers, hereby ratify and reaffirm, as of the Amendment Effective Date, after giving effect to this Amendment, each of their respective obligations under the Credit Agreement and the other Loan Documents. The Borrowers agree to pay and reimburse each of the Administrative Agent and each Lender for all of its reasonable costs and out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of counsel to each of the Administrative Agent and the Lenders) incurred in connection with the preparation, negotiation and delivery of this Amendment.
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment as if fully set forth herein, mutatis mutandis.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of electronic records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment.
[SIGNATURE PAGES FOLLOW]
| 3 |
Kindly indicate your acceptance of the foregoing by executing this Amendment in the space provided below, whereupon this Amendment shall become an agreement among us.
| Sincerely, | ||
| DONCASTERS US FINANCE LLC, | ||
| as a Borrower | ||
| By: | /s/ Mike Quinn | |
| Name: Mike Quinn | ||
| Title: CEO | ||
| DONCASTERS US LLC, | ||
| as a Borrower | ||
| By: | /s/ Mike Quinn | |
| Name: Mike Quinn | ||
| Title: CEO |
[Signature Page to Amendment to Credit Agreement]
| ACKNOWLEDGED and AGREED: | ||
| GLAS USA LLC, | ||
| as Administrative Agent | ||
| By: | /s/ Sarah Oldfield | |
| Name: Sarah Oldfield | ||
| Title: Senior Transaction Manager |
[Signature Page to Amendment to Credit Agreement]
| PGIM, Inc., on behalf of various funds and/or accounts, as investment advisor, subadvisor, and/or collateral manager, | ||
| as a Lender | ||
| By: | /s/ Ryan Kelly | |
| Name: Ryan Kelly | ||
| Title: Vice President |
| Number | Portfolio | Legal Name | MEI |
| 1 | ASTHY | Advanced Series Trust - AST High Yield Portfolio | US1L287781 |
| 2 | BAYERHY | Bayer Corporation Master Trust | US0 M0 183B7 |
| 3 | DJGHY | Desjardins Global High Yield Bond Fund | CA0M002DQ2 |
| 4 | GGTHY | Wilmington Trust Collective Investment Trust - PGIM Global Total Return Bond Fund | US0M01GGG2 |
| 5 | HORGHY | Stichting Pensioenfonds Horeca & Catering | NL0M001380 |
| 6 | IAPRSHY | Iowa Public Employees’ Retirement System | US0M00RQB1 |
| 7 | IBTBMHY | PGIM Broad Market High Yield Bond Fund of the Prudential Trust Company Institutional Business Trust | US0M0100J4 |
| 8 | INHY | Prudential High Yield Fund of the Prudential Trust Company Collective Trust | US1L124034 |
| 9 | JPMHY | Six Circles Credit Opportunities Fund | US0M019XM7 |
| 10 | LPBEURBL | Madison Flintholm Senior Loan Fund I Designated Activity Company | IE0M002VC3 |
| 11 | MERGHY | MGI Funds PLC | IE0M001W17 |
| 12 | NYSTHY | New York State Teachers’ Retirement System | US0M01K697 |
| 13 | PCOHY | Board of Pensions of the Evangelical Lutheran Church in America | US0M0199G2 |
| 14 | PCOSHY | Board of Pensions of the Evangelical Lutheran Church in America | US0M0199G2 |
| 15 | PHY | Prudential Investment Portfolios, Inc. 15 - PGIM High Yield Fund | US1L034712 |
[Signature Page to Amendment to Credit Agreement]
| 16 | PRUABRET | Prudential Investment Portfolios 9 - PGIM Absolute Return Bond Fund | US1L328221 |
| 17 | PRUCGHY | PGIM Global High Yield Fund, Inc. | US1L547267 |
| 18 | PRUCHY | PGIM High Yield Bond Fund, Inc | US1L482325 |
| 19 | PRUCSDHY | PGIM Short Duration High Yield Opportunities Fund | US0M01BJP8 |
| 20 | PRUESGHY | Prudential Investment Portfolios, Inc. 15 - PGIM ESG High Yield Fund | US0M01FN80 |
| 21 | PRUFRI | Prudential Investment Portfolios, Inc. 14 - PGIM Floating Rate Income Fund | US1L328239 |
| 22 | PRUICIF | PGIM Credit Income Fund | US0M01LS53 |
| 23 | PRUSBF | Prudential Investment Portfolios 3 - PGIM Strategic Bond Fund | US0M00RQR7 |
| 24 | PRUSDHY | Prudential Investment Portfolios, Inc. 15 - PGIM Short Duration High Yield Income Fund | US1L546277 |
| 25 | PRUSDPLUS | Prudential Investment Portfolios, Inc. 17 - PGIM Short Duration Multi-Sector Bond Fund | US0M00FJR7 |
| 26 | PRUTOTRET | Prudential Investment Portfolios, Inc. 17 - PGIM Total Return Bond Fund | US1L034753 |
| 27 | PRUXPFRL | PGIM ETF Trust - PGIM Floating Rate Income ETF | US0M01H3C1 |
| 28 | PSDBP | The Prudential Series Fund - PSF PGIM Total Return Bond Portfolio | US1L058893 |
| 29 | PSHY | The Prudential Series Fund - PSF PGIM High Yield Bond Portfolio | US1L124000 |
| 30 | PTBLTR | Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust | US1L124026 |
| 31 | PTCRPLUS | Prudential Core Plus Bond Fund of the Prudential Trust Company Collective Trust | US0M 018PX2 |
| 32 | QIFEURBL | PGIM Qualifying Investor Funds plc - PGIM QIF European Loan Fund | IE0M002LS0 |
| 33 | QIFGLF | PGIM Qualifying Investor Funds plc - PGIM QIF Global Loan Fund | IE0M002LR2 |
| 34 | QIFKGHY | PGIM Qualifying Investors Funds plc - PGIM QIF Global High Yield ESG Fund | IE0M002H07 |
[Signature Page to Amendment to Credit Agreement]
| 35 | SAHY | Empower Annuity Insurance Company | US1L051716 |
| 36 | SMHY | State Treasurer of the State of Michigan, Custodian of the Michigan Public School Employees’ Retirement System, State Employees’ Retirement System, Michigan State Police Retirement System, and Michigan Judges Retirement System | US0M00VKR2 |
| 37 | STOHHY | State Teachers Retirement System of Ohio | US0M017QR4 |
| 38 | TNHY | Tennessee Consolidated Retirement System | US0M01JR09 |
| 39 | UCCHY | The Pension Boards - United Church of Christ, Inc. | US0M0174M3 |
| 40 | VCSP2HY | Virginia College Savings Plan | US1L246753 |
| 41 | VCSPHY | Virginia College Savings Plan | US1L246753 |
[Signature Page to Amendment to Credit Agreement]
| ALCOF III NUBT, L.P., | ||
| as a Lender | ||
| By: Arbour Lane Fund III GP, LLC, | ||
| its General Partner | ||
| By: | /s/ Kenneth Hoffman | |
| Name: Kenneth Hoffman | ||
| Title: Manager | ||
| Arbour Lane – Hiwassee, L.P., | ||
| as a Lender | ||
| By: Arbour Lane – Hiwassee GP, LLC, | ||
| its General Partner | ||
| By: | /s/ Kenneth Hoffman | |
| Name: Kenneth Hoffman | ||
| Title: Manager | ||
| Arbour Lane – TX, L.P., | ||
| as a Lender | ||
| By: Arbour Lane – TX GP, LLC, | ||
| its General Partner | ||
| By: | /s/ Kenneth Hoffman | |
| Name: Kenneth Hoffman | ||
| Title: Manager |
[Signature Page to Amendment to Credit Agreement]
| Beach Point SCF IV LLC | ||
| Beach Point Multi-Strategy Credit Master Fund, L.P. | ||
| Beach Point SCF I LP | ||
| Beach Point SCF Multi-Port LP | ||
| Lloyds Bank Pension Scheme No.1 | ||
| Lloyds Bank Pension Scheme No.2 | ||
| HBOS Final Salary Pension Scheme | ||
| Royal Mail Pension Plan | ||
| Royal Mail Pension Plan (RMG Section)(Re: DBCB) | ||
| Beach Point SCF 0166 LP | ||
| Beach Point Select Fund LP | ||
| Beach Point Sangamon LP, | ||
| as Lenders | ||
| By: Beach Point Capital Management LP, its Investment Manager | ||
| By: | /s/ Allan Schweitzer | |
| Name: Allan Schweitzer | ||
| Title: Portfolio Manager | ||
| Mercer QIF Fund PLC – Mercer Investment Fund 1, | ||
| as a Lender | ||
| By: Beach Point Capital Management LP, its Sub-Investment Manager | ||
| By: | /s/ Allan Schweitzer | |
| Name: Allan Schweitzer | ||
| Title: Portfolio Manager |
[Signature Page to Amendment to Credit Agreement]
| Pathway Strategic Credit Fund III, LP, | ||
| as a Lender | ||
| By: PSCF III Management LLC, its General Partner | ||
| By: Pathway Capital Management, LP, its Sole Member | ||
| By: Pathway Capital Management GP, LLC, its General Partner | ||
| By: | /s/ Wayne D. Smith | |
| Name: Wayne D. Smith | ||
| Title: Managing Director |
[Signature Page to Amendment to Credit Agreement]
| Redwood Opportunity Master Fund, Ltd. | ||
| Redwood Master Fund, Ltd. | ||
| Redwood Drawdown Master Fund III, LP, | ||
| as Lenders | ||
| By: Redwood Capital Management, LLC, its investment manager | ||
| By: | /s/ Sean Sauler | |
| Name: Sean Sauler | ||
| Title: Deputy CEO | ||
| Redwood Enhanced Income Corp., | ||
| as a Lender | ||
| By: Redwood Capital Management, LLC, its investment manager | ||
| By: | /s/ Sean Sauler | |
| Name: Sean Sauler | ||
| Title: Co-President |
[Signature Page to Amendment to Credit Agreement]