Exhibit 10.1
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 2, 2023 (the “Fifth Amendment Effective Date”) by and among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald X, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”) and Citibank, N.A. (the “Incremental Lender”), and for purposes of Section 9 hereof, each Guarantor party hereto.
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of May 22, 2017, among Holdings, the Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Lenders from time to time party thereto and the Administrative Agent (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, including pursuant to that certain Refinancing Agreement and First Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 27, 2017, that certain Repricing Agreement and Second Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 29, 2017, that certain Third Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of June 25, 2021, and that Fourth Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of December 21, 2022, the “Existing Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement or the Credit Agreement, as the context may require);
WHEREAS, the Borrowers have requested that, pursuant to Section 2.24 of the Existing Credit Agreement, the Incremental Lender extend a Revolving Commitment Increase to the Borrowers on the Fifth Amendment Effective Date in an aggregate principal amount equal to $9,625,000.00 (the “Incremental Revolving Commitment Increase”);
WHEREAS, the Incremental Lender has agreed, on the terms and conditions set forth herein, to provide such Incremental Revolving Commitment Increase and to become a Revolving Lender for all purposes under the Credit Agreement;
WHEREAS, pursuant to Sections 2.24 and 11.1(b)(i) of the Existing Credit Agreement, the Existing Credit Agreement may be amended to give effect to the provisions of Section 2.24 of the Credit Agreement through an Incremental Amendment executed by the Borrowers, the Administrative Agent and the Incremental Lender;
WHEREAS, the amendments to the Existing Credit Agreement set forth herein are each subject to the satisfaction of the conditions precedent to effectiveness referred to herein and shall become effective as provided herein.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| EMERALD X, INC.
By: Name: David Doft Title: President and Treasurer |
| EXPO EVENT MIDCO, INC. By: Name: David Doft Title: President and Treasurer |
| EMERALD X, LLC
By: Name: David Doft Title: Chief Financial Officer |
| PIZZA GROUP, LLC
By: Name: David Doft Title: Chairman, President and Chief Financial Officer |
| GLM HOLDINGS LLC
By: Name: David Doft Title: Chairman, President and Chief Financial Officer |
|
GEORGE LITTLE MANAGEMENT, LLC
By: Name: David Doft Title: Chairman, President and Chief Financial Officer |
[Signature Page – Emerald - Incremental Amendment]
BANK OF AMERICA, N.A, as Administrative Agent | |
By: |
|
Name: Title: |
[Signature Page – Emerald - Incremental Amendment]
citibank, n.a.
as an Incremental Lender
By:
Name:
Title:
[Signature Page – Emerald - Incremental Amendment]
EXHIBIT A
Schedule 1.1
Revolving Lenders:
Lender | Amount | Percentage |
Bank of America, N.A. | $27,500,000.00 | 25.0% |
Barclays Bank PLC | $22,000,000.00 | 20.0% |
Goldman Sachs Bank USA | $22,000,000.00 | 20.0% |
Credit Suisse AG, New York Branch | $9,625,000.00 | 8.75% |
Deutsche Bank AG New York Branch | $9,625,000.00 | 8.75% |
Royal Bank of Canada | $9,625,000.00 | 8.75% |
Citibank, N.A. | $9,625,000.00 | 8.75% |
Total | $110,000,000.00 | 100.00% |
[Signature Page – Emerald - Incremental Amendment]