EXHIBIT 10.7
FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED ABL FIRST LIEN CREDIT AGREEMENT
This Fourth Amendment to Sixth Amended and Restated ABL First Lien Credit Agreement, dated as of November 22, 2023 (this “Amendment”), is among ALTA EQUIPMENT GROUP INC., a Delaware corporation, the other Borrowers party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RECITALS
A.ALTA EQUIPMENT GROUP INC., a Delaware corporation, the other borrowers party thereto, the other loan parties party thereto, the lenders party thereto, and the Administrative Agent are parties to a Sixth Amended and Restated ABL First Lien Credit Agreement, dated as of April 1, 2021 (as amended, and as may be further amended or modified from time to time, the "Credit Agreement"). Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
B.The Borrowers are requesting certain amendments to the Credit Agreement, and the Lenders are willing to amend the Credit Agreement in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein contained, the parties agree as
follows:
ARTICLE I. AMENDMENTS. Upon the Fourth Amendment Effective Date (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as follows:
1.1Reference to “$25,000,000” in Section 6.01(i) of the Credit Agreement is replaced with “$37,500,000”.
ARTICLE II. REPRESENTATIONS. Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders that:
2.1The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate, company or other organizational actions and, if required, actions by equity holders. This Amendment has been duly executed and delivered by each Loan Party as of the date hereof and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
2.2Immediately before and after giving effect to the amendments contained herein, the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).
2.3Immediately before and after giving effect to the amendments contained herein, no Default exists or has occurred and is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date upon which all of the following conditions have been satisfied (such date, the “Fourth Amendment Effective Date”):
3.1The Loan Parties, the Lenders and the Administrative Agent shall have signed this Amendment.
3.2The representations and warranties set forth in Article II hereof shall be true and correct on and as of the Fourth Amendment Effective Date.
3.3The Lenders shall have received a complete, executed and dated copy of that certain Fourth Amendment to Sixth Amended and Restated Floor Plan First Lien Credit Agreement, dated as of the date hereof, by and among the Borrowers, the Floor Plan Lenders party thereto, and the Floor Plan Administrative Agent, such amendment to be in form and substance satisfactory to the Administrative Agent, and the conditions to the effectiveness thereof shall have been satisfied or waived.
3.4The Loan Parties shall have satisfied all such other conditions as may be reasonably required by the Administrative Agent.
ARTICLE IV. MISCELLANEOUS.
4.1References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time. This Amendment shall constitute a Loan Document.
4.2Except as expressly amended hereby, each of the Loan Parties acknowledges and agrees that the Credit Agreement and the other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that it has no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or serve to effect a novation of any provision of any of the Loan Documents. Nothing herein shall be deemed to entitle any Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
4.3This 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.
4.4Among other provisions of the Credit Agreement, this Amendment is subject to Sections 9.06, 9.09 and 9.10 of the Credit Agreement.
4.5Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
ARTICLE V. RELEASE. In consideration of the agreements of the Administrative Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby releases and forever discharges the Administrative Agent, the Lenders and their respective directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and permitted assigns from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively "Claims"), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Amendment including, but not limited to, any Claims involving the extension of credit under or administration of this Amendment, the Credit Agreement or the other Loan Documents, as each may be amended, or the obligations, liabilities and/or indebtedness incurred by the Loan Parties or any other transactions evidenced by this Amendment, the Credit Agreement or the other Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.
INC.
nee un1cer
ALTA ENTERPRISES, LLC
ALTA CONSTRUCTION EQUIPMENT ILLINOIS, LLC ALTA INDUSTRIAL EQUIPMENT MICIDGAN, LLC ALTA BEA VY EQUIPMENT SERVICES, LLC
ALTA INDUSTRIAL EQUIPMENT COMPANY, L.L.C. ALTA CONSTRUCTION EQUIPMENT, L.L.C. NITCO,LLC
ALTA CONSTRUCTION EQUIPMENT FLORIDA, LLC ALTA INDUSTRIAL EQUIPMENT NEW YORK, LLC, ALTA CONSTRUCTION EQUIPMENT NEW YORK, LLC PEAKLOGIX, LLC
ALTA CONSTRUCTION EQUIPMENT omo, LLC
ALTA MATERIAL HANDLING NEW YORK STATE, LLC
ALTA MINE SERVICES, LLC ALTA KUBOTA MICIDGAN, LLC
ALTA CONSTRUCTION EQUIPMENT NEW ENGLAND, LLC
ALTA ELECTRIC VEIDCLES HOLDING, LLC (F/K/A ALTA ELECTRIC VEIDCLES, LLC)
ALTA ELECTRIC VEIDCLES NORTH EAST, LLC (F/K/A ALTA ELECTRIC VEIIlCLES, LLC) GINOP SALES, INC.
ALTA ELECTRIC VEIDCLES SOUTH WEST, LLC ECOVERSE, LLC
ALTA EQUIPMENT DI
inance Officer
of each of the above, on behalf of each of the above
ALTA EQUIPMENT CANADA HOLDINGS, INC. (F/KJA ALTA ACQUISITION COl\J.Pr\,NY, INC.)
YALE INDUSTRIAL TRUCKS INC./CAMIONS INDUSTRIELS YALE INC. (F/KJA 1000220888 ONTARIO INC.)
ALTA CONSTRUCTION EQUIPMENT PENNSYLVANIA,
LLC.- j
PEAKLOGIX CANADA INC. ALTA CANADA HOLDINGS, INC.
ALTA ONTARIO ACQUJSff.J8N' COMPANY INC.
0
u d Representative
of each of the above, on behalf of each of the above
JPMORGAN CHASE.BAJ.'{ N.A., as a Lender and as
Adm inisu-ative Agent
8y;
Name:'
Title: Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:
Name: Farhan Lodhi Title: Authorized Officer
COMERICA BANK, as a Lender and as Co-Documentation Agent
By ·
Name:RodeyClark Title: Vice President
FIFm THIRD BANK, NATIONAL ASSOCIATION, as a
Lender and a Co-Documentation Agent
NATIONAL ASSOCIATION, as a Lender and a en •
0
am g K£inf _
Title: :;EN\ DR YICt, ff<c5/i)Ef\f /
BANK OF MONTREAL
BANK OF MONTREAL
KEYBANK, NATIONAL ASSOCIATION, as a Lender and a
Co-Documentation Agent
Christopher M. Hildreth
By:
Christopher M. Hildreth
CN = Christopher M. Hildreth email = Christopher_M_Hildreth@KeyBank.com C = US O = KeyBanc Capital Markets OU = Asset Based Lending 2023.11.15 09:27:48 -07'00'
Name: Christopher M. Hildreth Title: Vice President
FLAGSTAR BANK, N.A., as a Lender
By:
Name: Matthew A. Rybinski Title: First Vice President
