EX-10.2 6 tm2430355d9_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Execution Version

AMENDMENT NO. 6
TO
CREDIT AGREEMENT

This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is made as of November 13, 2024 by and among CL HOLDINGS, LLC, a Georgia limited liability company (“CL Holdings”), JEFFERSON CAPITAL SYSTEMS, LLC, a Georgia limited liability company (“JCap”), JC INTERNATIONAL ACQUISITION, LLC, a Georgia limited liability company (“JCIA”), CFG CANADA FUNDING LLC, a Delaware limited liability company (“CFG” and, together with CL Holdings, JCap and JCIA, the “Borrowers”), the Guarantors signatory hereto, the Persons identified in Exhibit A hereto (collectively, the “Incremental Lenders” and each an “Incremental Lender”) and CITIZENS BANK, N.A., as administrative agent (the “Administrative Agent”).

RECITALS:

A.            The Borrowers, the Administrative Agent and the Lenders party thereto from time to time are party to that certain Credit Agreement dated as of May 21, 2021 (as amended by Amendment No. 1 to Credit Agreement dated as of December 28, 2021, Amendment No. 2 to Credit Agreement dated as of February 28, 2022, Amendment No. 3 to Credit Agreement, dated as of April 26, 2023, Amendment No. 4 to Credit Agreement, dated as of September 29, 2023, and Amendment No. 5 to Credit Agreement, dated as of June 3, 2024, the “Existing Credit Agreement”, and the Lenders party to the Existing Credit Agreement, the “Existing Lenders”). The Existing Credit Agreement as amended by this Amendment is referred to as the “Credit Agreement”; capitalized terms used in this Amendment that are not otherwise defined in this Amendment have the same meanings as set forth in the Credit Agreement.

B.            The Borrowers desire to establish an increase in the Aggregate Commitment in an aggregate amount equal to $75,000,000 (the “Incremental Commitment”) in accordance with Section 2.1.2 of the Existing Credit Agreement (of which $25,000,000 shall be allocated to an increase in the Canadian Sublimit under the Foreign Currency Commitment).

C.            Subject to the terms and conditions hereinafter set forth, each Incremental Lender is willing to, and hereby agrees, (i) to become a Lender and a Foreign Currency Lender under the Credit Agreement, and (ii) to provide a portion of the Incremental Commitment, and accept its allocated USD Commitment (as defined below) and Foreign Currency Commitment, in each case as set forth opposite its name in Exhibit A attached hereto. For the avoidance of doubt, this Amendment does not increase the Aggregate Commitment of any Existing Lender. As used herein, the “USD Commitment” of a Lender shall mean the Commitment of a Lender excluding the Foreign Currency Commitment of such Lender.

AGREEMENTS:

IN CONSIDERATION of the premises and mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Incremental Commitment; Incremental Lenders. Subject to the satisfaction of the conditions in Section 2 hereof, and on the terms set forth herein and in the Credit Agreement:

(a)           Each Incremental Lender hereby agrees to provide the portion of the Incremental Commitment set forth opposite its name on Exhibit A hereto. The aggregate amount of the Incremental Commitment is $75,000,000.

(b)           The Incremental Commitment and any and all Loans made pursuant thereto shall have the same terms as, and shall be treated and deemed as comprising a single class with, the Commitments and the Loans in effect and outstanding under the Credit Agreement immediately prior to effectiveness of this Amendment for all purposes under the Credit Agreement, shall be entitled to all the benefits afforded to Commitments and/or Loans under the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranties executed by the Guarantors and the security interests created by the Collateral Documents.

(c)           Each Incremental Lender acknowledges and agrees that upon the effectiveness of this Amendment on the Amendment No. 6 Effective Date (as defined below), it shall be a “Lender” and a “Foreign Currency Lender”, as applicable, under and for all purposes of the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender and a Foreign Currency Lender, as applicable, thereunder.

(d)          Each Incremental Lender (i) confirms that it has received a copy of the Existing Credit Agreement, this Amendment and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) acknowledges that it has, independently and without reliance upon the Administrative Agent and based on the financial statements prepared by the Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and the other Loan Documents and agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents; (ii) hereby irrevocably appoints the Administrative Agent to act on its behalf under the Credit Agreement and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Credit Agreement or such other Loan Documents, together with such actions and powers as are reasonably incidental thereto; and (iv) hereby affirms the agreements and representations made by it as a Lender under the Credit Agreement, including in Article 10 of the Credit Agreement, and agrees that it will be bound by the provisions of the Credit Agreement and the other Loan Documents and will perform in accordance with the terms of the Credit Agreement and such other Loan Documents all the obligations which by the terms of the Credit Agreement and such other Loan Documents are required to be performed by it as a Lender and/or a Foreign Currency Lender, as applicable.

(e)           Each Incremental Lender has delivered to the Borrowers and the Administrative Agent such forms, certificates, or other evidence with respect to United States federal income tax withholding matters as such Incremental Lender may be required to deliver to the Borrowers and the Administrative Agent pursuant to Section 3.5 of the Credit Agreement.

2.            Conditions to Effectiveness. This Amendment shall become effective on the date on which the following conditions have been satisfied (the “Amendment No. 6 Effective Date”):

(a)           Counterparts. The Administrative Agent shall have received counterparts to this Amendment duly executed and delivered by each Loan Party and each Incremental Lender.

(b)           Secretary’s Certificate. The Administrative Agent shall have received (i) a certificate dated the Amendment No. 6 Effective Date of the secretary (or other appropriate representative) of each Borrower certifying and attaching the resolutions of its governing body authorizing the execution, delivery and performance by such party of this Amendment, and (ii) a certificate dated the Amendment No. 6 Effective Date of the secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign this Amendment, together with a sample of the true signature of each such officer.

(c)           KYC. To the extent requested, each Incremental Lender shall have received, (i) all documentation and information of each Loan Party required under applicable “know your customer” and anti-money laundering rules and regulations, including by the USA PATRIOT ACT and (ii) for each Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, customary beneficial ownership certification in respect of each such Loan Party.

(d)          Officer’s Certificate. The Administrative Agent and the Incremental Lenders shall have received (i) a solvency certificate dated the Amendment No. 6 Effective Date from an Authorized Officer of Borrower Representative certifying as to the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by this Amendment, and (ii) a certificate dated the Amendment No. 6 Effective Date signed by an Authorized Officer of Borrower Representative certifying as to the matters set forth in Sections 2(f) and 3(b) of this Amendment.

(e)           Fees; Expenses. Borrowers shall have paid (i) all fees due and payable to the Incremental Lenders pursuant to that certain Fee Letter, dated as of the date hereof, between the Incremental Lenders and Borrowers, and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket legal fees of Cahill Gordon & Reindel LLP) in connection with this Amendment for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 6 Effective Date.

(f)           No Default. Before and after giving effect to this Amendment, no Default or Unmatured Default shall exist.

(g)          Borrowing Notice. The Administrative Agent shall have received a Borrowing Notice with respect to any Advances to be made on the Amendment No. 6 Effective Date and delivered not later than noon, New York time, at least (i) one Business Day prior to the Amendment No. 6 Effective Date (if the loans requested on the Amendment No. 6 Effective Date are Base Rate Loans), (ii) three Business Days prior to the Amendment No. 6 Effective Date (if the loans requested on the Amendment No. 6 Effective Date are SOFR Loans) or (iii) four Business Days prior to the Amendment No. 6 Effective Date (if the loans requested on the Amendment No. 6 Effective Date are Foreign Currency Loans).

3.            Representations and Warranties. By its execution of this Amendment, the Borrowers represent and warrant to the Administrative Agent and the Incremental Lenders that, as of the Amendment No. 6 Effective Date:

(a)          The execution and delivery by the Borrowers of this Amendment and any other Loan Document required to be executed and/or delivered by the Borrower by the terms of this Amendment, and the performance of its obligations hereunder and thereunder, have been duly authorized by all necessary company/corporate action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (except for any consents which have been obtained and are in effect), and do not and will not conflict with, result in any violation of or constitute any default under, any provision of the Borrower’s organizational documents, or, except as would not reasonably be expected to result in a Material Adverse Effect any material agreement binding on or applicable to the Borrower or any of its property, or any law or governmental regulation or court decree or order, binding upon or applicable to the Borrower or of any of its property.

(b)          Before and after giving effect to this Amendment, the representations and warranties contained in Article 5 of the Credit Agreement and in the other Loan Documents are true and correct (and with respect to the representations and warranties in Section 5.8 of the Credit Agreement, are true and correct in all material respects) on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct (and with respect to Section 5.8 of the Credit Agreement are true and correct in all material respects) as of such earlier date, and except that the representations and warranties contained Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.1 of the Credit Agreement.

(c)

Before and after giving effect to this Amendment, no Default or Unmatured Default exists.

(d)           After giving effect to any Advances made on the Amendment No. 6 Effective Date, the Aggregate Credit Exposure will not exceed the Loan Limit.

(e)

No event has occurred which would reasonably be expected to have a Material Adverse Effect.

Effect of this Amendment; Reallocation of Loans.

(a)            Upon effectiveness of this Amendment, Schedule 2.1 to the Existing Credit Agreement shall be updated and replaced in its entirety with the Schedule 2.1 attached as Exhibit B hereto. As of the Amendment No. 6 Effective Date, after giving effect to the establishment of the Incremental Commitment pursuant to this Amendment,

the Aggregate Commitment will be $825,000,000;

ii.

the Foreign Currency Commitment will be $160,000,000 (for avoidance of doubt, the Foreign Currency Commitment is part of, and not in addition to, the Aggregate Commitment); and

iii.

the Canadian Sublimit will be $110,000,000 (for avoidance of doubt, the Canadian Sublimit is a part of, and not in addition to the Foreign Currency Commitment).

(b)          Upon effectiveness of this Amendment, all Loans denominated in Dollars and outstanding under the Credit Agreement as of the Amendment No. 6 Effective Date shall be reallocated among the Lenders identified in Schedule 2.1 attached as Exhibit B to this Amendment in a manner determined by the Administrative Agent such that such Dollar-denominated Loans are held ratably by such Lenders in accordance with their respective USD Commitments set forth on such Schedule 2.1. Each Incremental Lender shall be deemed to have assigned, or taken assignment of, each Type of outstanding Dollar-denominated Loans in such amount as the Administrative Agent shall determine to be appropriate to effect the foregoing. Each Incremental Lender agrees to make cash settlements in respect of any such assignments of outstanding Dollar-denominated Loans, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve.

(c)           Upon effectiveness of this Amendment, all Foreign Currency Loans denominated in Canadian Dollars (“CAD Loans”) outstanding under the Credit Agreement as of the Amendment No. 6 Effective Date shall be reallocated among the Foreign Currency Lenders identified in Schedule 2.1 attached as Exhibit B to this Amendment in a manner determined by the Administrative Agent (subject to Sections 2.17.2 and 2.17.9 of the Credit Agreement) such that such CAD Loans are held ratably by such Foreign Currency Lenders in accordance with their respective Canadian Dollar Foreign Currency Commitments set forth on such Schedule 2.1. Each Incremental Lender shall be deemed to have assigned, or taken assignment of, each Type of outstanding CAD Loans in such amount as the Administrative Agent shall determine to be appropriate to effect the foregoing. Each Incremental Lender agrees to make cash settlements in respect of any such assignments of outstanding CAD Loans, either directly or through the Administrative Agent, as the Administrative Agent may direct or approve.

5.            No Waiver. This Amendment is not intended to operate as, and shall not be construed as, a waiver of any Unmatured Default or Default, whether known to the Administrative Agent and/or any Lender, or unknown, as to which all rights and remedies of the Administrative Agent and the Lenders shall remain reserved.

6.            Binding Nature of Loan Documents; Reaffirmation of Guaranty and Security Agreement. Each Loan Party acknowledges and agrees that the terms, conditions and provisions of the Credit Agreement and of each Loan Document to which it is a party are fully binding and enforceable agreements, and its obligations thereunder are not subject to any defense, counterclaim, set off or other claim of any kind or nature. Each Borrower hereby reaffirms and restates its duties, obligations and liability under the Credit Agreement and each other Loan Document. Each Guarantor hereby reaffirms and restates its duties, obligations and liability under the Guaranty and Security Agreement and each other Loan Document to which it is a party. Each Loan Party acknowledges and agrees that the Obligations under the Credit Agreement and the other Loan Documents include the Incremental Commitment and any and all Loans made pursuant thereto.

7.            Reference to the Loan Documents. From and after the Amendment No. 6 Effective Date, each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the “Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import in any other Loan Document, shall mean and be a reference to the Credit Agreement.

8.            Expenses. Without in any way limiting the generality of Section 9.6 of the Credit Agreement, the Borrowers, jointly and severally, hereby agree to pay to the Administrative Agent all of its reasonable and documented out-of-pocket legal fees and expenses incurred in connection with this Amendment, the Credit Agreement and/or any other Loan Document, which amount shall be due and payable upon execution of this Amendment to the extent an invoice with respect thereto is provided to the Borrowers as set forth in Section 2 of this Amendment.

9.            Captions. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Amendment.

10.          Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Any executed counterpart of this Amendment delivered by facsimile or other electronic transmission to a party hereto shall constitute an original counterpart of this Amendment. Delivery of an executed signature page counterpart hereof by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic association of signatures and records on electronic platforms, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof 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, any other similar state laws based on the Uniform Electronic Transactions Act or the Uniform Commercial Code, each as amended, and the parties hereto hereby waive any objection to the contrary, provided that (x) nothing herein shall require Administrative Agent to accept electronic signature counterparts in any form or format and (y) Administrative Agent reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages to any Loan Document and the parties hereto agree to promptly deliver such manually executed counterpart signature pages.

11.          No Other Modification. Except as expressly amended by the terms of this Amendment, all other terms of the Existing Credit Agreement shall remain unchanged and in full force and effect.

12.          Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY). The jurisdiction and waiver of jury trial provisions in Sections 15.2 and 15.3 of the Existing Credit Agreement are incorporated herein by reference, mutatis mutandis.

[The signature pages follow.]

IN WITNESS WHEREOF, the Borrowers, the Guarantors, the Incremental Lenders and the Administrative Agent have executed this Amendment as of the date first above written.

	BORROWERS:

	CL HOLDINGS, LLC, a Georgia limited liability company

	By:	/s/ David M. Burton
	Name: David M. Burton
	Title: President

	JEFFERSON CAPITAL SYSTEMS, LLC, a Georgia limited liability company

	By:	/s/ Mark J. Zellmann
	Name: Mark J. Zellmann
	Title: President

	JC INTERNATIONAL ACQUISITION, LLC, a Georgia limited liability company

	By:	/s/ David M. Burton
	Name: David M. Burton
	Title: President

	CFG CANADA FUNDING, LLC, a Delaware limited liability company

	By:	/s/ David M. Burton
	Name: David M. Burton
	Title: Chief Executive Officer