Exhibit 10.1
AMENDMENT LETTER
To: Global Loan Agency Services Limited as Agent under the RCF Agreement (as defined below) (the “Agent”)
From: Soho House Bond Limited (the “Company”) and the other Obligors under the RCF Agreement
10 November 2022
Dear all,
Revolving facility agreement originally dated 5 December 2019 and made between, amongst others, Soho House & Co Limited as Parent, Soho House Bond Limited as the Company, HSBC UK Bank PLC as Arranger, Global Loan Agency Services Limited as Agent and GLAS Trust Corporation Limited as Collateral Agent (as amended and/or amended and restated from time to time, the “RCF Agreement”)
Reference is made to the RCF Agreement. Terms defined in the RCF Agreement shall have the same meaning when used in this letter.
Each Obligor, by its signature hereto, hereby makes the Repeating Representations on the Effective Time by reference to the facts and circumstances then existing on such date.
The Amendments contemplated in this letter are given strictly on the basis of the terms of this letter and without prejudice to the rights of the Finance Parties. Save as expressly set out in this letter, nothing in this letter shall constitute, be construed or be deemed to constitute a waiver or compromise of any other term or condition of the Finance Documents or any of the Finance Parties’ rights in relation to them which, for the avoidance of doubt, shall continue to apply in full force and effect.
Any costs and expenses incurred by the Finance Parties in connection with this letter and the Amendments shall be paid in accordance with clause 20 (Costs and Expenses) of the RCF Agreement.
This letter and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in accordance with English law, and the Company and each other Obligor submits to the jurisdiction of the English courts on the terms set out in Clause 45 (Enforcement) of the RCF Agreement.
““Termination Date” means:(a) in relation to the Original Revolving Facility and the 2020 Additional Facility, 25 July 2026; and(b) in relation to any Additional Facility (excluding, for this purpose, the 2020 Additional Facility), the date specified in the applicable Additional Facility Notice.”;
Total Net Leverage Ratio | Margin % p.a. |
Greater than or equal to 4.50:1 | 3.25% |
Less than 4.50:1 but greater than or equal to 4.00:1 | 3.00% |
Less than 4.00:1 but greater than or equal to 3.50:1 | 2.75% |
Less than 3.50:1 but greater than or equal to 3.00:1 | 2.50% |
Less than 3.00:1 but greater than or equal to 2.50:1 | 2.25% |
Less than 2.50:1 but greater than or equal to 2.00:1 | 2.00% |
Less than 2.00:1 but greater than or equal to 1.50:1 | 1.75% |
Less than 1.50:1 | 1.50% |
“as at such Test Date on or following 31 March 2021, the Total Commitmentsdo not exceed 50% of the Asset Cover Value.”; and
“Test Condition” means, at 5.00 p.m. on any Test Date:
(a) the aggregate outstanding amount (without double-counting) of all Loans under the Facilities; plus
(b) the aggregate amount of all Ancillary Outstandings which are for cash borrowings (without double-counting and excluding, for the avoidance of doubt, any non-cash Ancillary Outstandings);less
(c) the aggregate amount of cash and Cash Equivalents held by the Company and its Restricted Subsidiaries as at such date (provided that such amounts are available to be applied in repayment or prepayment of the Facilities),
together exceed 40% of the Total Commitments as at such Test Date.
“(b) The Company shall ensure that, as at each Test Date starting from (and including) or following 31 March 2023, the Total Net Leverage Ratio in respect of the Relevant Period ending on such Test Date shall not be more than 4.50:1 provided that, notwithstanding anything to the contrary in the Finance Documents, no financial ratio test contemplated by this paragraph (b) shall be required to be satisfied for any purpose unless the Test Condition is met on such Test Date (the “Leverage Covenant”).”
(a) “Any requirement of paragraph (a) of Clause 24.2 (Financial condition) is not satisfied.”
provided that:
“the Test Condition [was/was not] met[ and the Total Net Leverage Ratio for the Testing Period ending on such Test Date was [ ˜ ], and therefore the Leverage Covenant [has/has not] been complied with].”
[1] [Applicable only if Test Condition met.]
COMPANY
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE BOND LIMITED
OBLIGORS
…………………………………………
SOHO HOUSE & CO LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE BOND LIMITED
/s/ Andrew Carnie
……………………………………………
BN MIDCO LIMITED
/s/ Andrew Carnie
……………………………………………
BN ACQUIRECO LIMITED
/s/ Andrew Carnie
……………………………………………
ABERTARFF LIMITED
/s/ Andrew Carnie
……………………………………………
SHG ACQUISITION (UK) LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE UK LIMITED
/s/ Andrew Carnie
……………………………………………
COWSHED PRODUCTS LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE PROPERTIES LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOME LIMITED
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE U.S. CORP.
/s/ Andrew Carnie
……………………………………………
US ACQUIRECO, INC.
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE NEW YORK LLC
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE WEST HOLLYWOOD LLC
/s/ Andrew Carnie
…………………………………………
SOHO HOUSE, LLC
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE CHICAGO LLC
/s/ Andrew Carnie
……………………………………………
LITTLE BEACH HOUSE MALIBU, LLC
/s/ Andrew Carnie
…………………………………………
SOHO-DUMBO, LLC
/s/ Andrew Carnie
……………………………………………
SOHO-LUDLOW TENANT, LLC
/s/ Andrew Carnie
……………………………………………
SOHO-CECCONI’S (WATER STREET), LLC
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE CWH, LLC
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE AUSTIN, LLC
/s/ Andrew Carnie
……………………………………………
SOHO HOUSE BERLIN GMBH
/s/ Andrew Carnie
Accepted and agreed by
/s/ Lee Morrell
……………………………………………
GLOBAL LOAN AGENCY SERVICES LIMITED
as Agent under the RCF Agreement (acting on behalf of all the Lenders under the RCF Agreement)