U.S. Bank Letterhead]
Exhibit 10.1
[U.S. Bank Letterhead]
December 17, 2016
▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
800 Nicollet Mall, J09S04
Minneapolis, Minnesota 55402
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
Re: Amended and Restated Loan Agreement dated as of December 28, 2012, executed by U.S. Bank National Association (“Lender”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Borrower”), as amended by the First Amendment to Amended and Restated Loan Agreement dated as of December 28, 2013, the Second Amendment to Amended and Restated Loan Agreement dated as of December 19, 2014, the Third Amendment to Amended and Restated Loan Agreement dated as of December 18, 2015 and the Fourth Amendment to Amended and Restated Loan Agreement dated as of December 17, 2016 (as amended, the “Agreement”; all capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement as amended by this letter agreement).
Dear ▇▇▇▇▇▇ and ▇▇▇:
This letter agreement is the Pricing Letter, as defined in the Agreement (and amends, restates and replaces the Pricing Letter dated December 18, 2016). The following terms are defined and incorporated into the Agreement by reference:
Applicable Margin shall mean 1.0%.
Commitment Fee. From and including the date of this Agreement to but excluding the Termination Date, Borrower shall pay a nonrefundable commitment fee on the unused portion of the Facility Amount (determined by subtracting the outstanding principal amount of all Advances from the Facility Amount) at an annual rate of 0.20%. The commitment fee shall be (a) calculated on a daily basis, (b) payable quarterly in arrears on the first day of each calendar quarter prior to the Termination Date and on the Termination Date, and (c) calculated on an actual day, 360‑day year basis.
Work Fee. Borrower shall pay Lender, in conjunction with the Fourth Amendment to Loan Agreement dated as of December 17, 2016, a work fee in the amount of $250,000.
Please indicate your acceptance of this Pricing Letter by signing in the space indicated below and returning a copy of this letter to the undersigned.
Very Truly Yours,
U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
[▇▇▇▇▇▇▇▇’S SIGNATURES ON PAGE 2]
▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
December 17, 2016
Page 2
Accepted and agreed to by ▇▇▇▇▇▇▇▇ as of December 17, 2016:
▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer