Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT
July 10, 2020
This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the date hereof, is made by and among CPI CG INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), GLAS USA LLC, as administrative agent for the lenders (in such capacity, the “Administrative Agent”), and GLAS Americas LLC, as collateral agent for the lenders (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, the “Agents” and each an “Agent”)).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, Holdings, the Lenders party thereto and the Agents entered into that certain Credit Agreement, dated as of August 17, 2015 (as amended, restated, supplemented or otherwise modified from time to time, including the First Amendment to First Lien Credit Agreement, dated as of December 31, 2016, and the First Lien Amending Agreement, dated as of March 6, 2020, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Credit Agreement;
WHEREAS, pursuant to Section 4 of the First Lien Amending Agreement, the Borrower is required to deliver duly executed Control Agreements as set forth therein;
WHEREAS, each Lender has agreed to indemnify the Agents on the terms set forth in Section 8.12(b) of the Credit Agreement; and
WHEREAS, certain Subsidiaries of Holdings and the Collateral Agent are party to that certain Deposit Account Control Agreement dated July 10, 2020 (the “Wells Fargo DACA”), among such Subsidiaries, the Collateral Agent, the Super Senior Administrative Agent, and Wells Fargo Bank, National Association, as depositary bank;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:
1.Amendment. Subject to the satisfaction of the conditions set forth in Section 2 hereof, the Consenting Lenders (constituting the Required Lenders) hereby agree to amend Section 8.12 of the Credit Agreement by adding the following new clause (d) immediately after clause (c) thereof:
(d)Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, to the extent the Collateral Agent or any of its Related Parties is entitled to indemnification under Section 8.12(b) in any matter relating to or arising out of, or in connection with or as a result of the Collateral Agent’s indemnification obligations under that certain Deposit Account Control Agreement dated July 10, 2020 by and among certain Subsidiaries of Holdings, the Collateral Agent, the Super Senior Administrative Agent, and Wells Fargo Bank, National Association (the “Wells Fargo DACA”), the Lenders agree to pay such amounts no later than three (3) days prior to the date the Collateral Agent is required to make any indemnification payment under the Wells Fargo DACA.
2.Conditions to Effectiveness. The satisfaction (or waiver in writing by the Agents) of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):
