BLACKSTONE HOLDINGS FINANCE CO. L.L.C. New York, New York 10154 August 8, 2024
Exhibit 10.1
Execution Version
BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
000 Xxxx Xxxxxx
New York, New York 10154
August 8, 2024
BXPE US Aggregator (CYM) L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
New York, New York 10154
| RE: | BXPE US Aggregator (CYM) L.P. Joinder to Amended Line of Credit Agreement (as defined below) |
Ladies and Gentlemen:
Reference is made to that certain (i) Amended and Restated Uncommitted Unsecured Line of Credit, dated as of November 3, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Line of Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned therein), by and among Blackstone Holdings Finance Co. L.L.C., as lender (the “Lender”), and the Borrowers listed on Exhibit D thereto and (ii) Promissory Note, dated as of November 4, 2022 (the “Master Note”), by and between the borrowers listed on Schedule II thereto and the Lender.
Pursuant to the terms of the Amended Line of Credit Agreement, the Lender has agreed to offer to Persons listed in Exhibit D thereto (as the same may be updated from time to time) an uncommitted unsecured line of credit up to a maximum of $300,000,000 under which the Lender may, from time to time in its sole discretion, approve requests by one or more Borrowers for Loans.
The Lender hereby (x) approves BXPE US Aggregator (CYM) L.P., a Cayman Island exempted limited partnership (the “New Borrower”), as a Borrower under the Amended Line of Credit Agreement, and (y) agrees to restate Exhibit D to the Amended Line of Credit Agreement in its entirety, as set forth on Annex A hereto, to reflect the addition to such Exhibit D of the New Borrower. In connection with the foregoing, the Lender hereby further accepts and acknowledges (i) the appending to the Master Note of a signature page executed by the New Borrower and (ii) the addition of the New Borrower as a borrower on Schedule II thereto (which shall be in the form of Annex B hereto).
For the avoidance of doubt, all other provisions contained in the Amended Line of Credit Agreement shall continue in full force and effect. This letter agreement, the Amended Line of Credit and the other documents referred to therein embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof and thereof.
This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one document. Delivery of an executed signature page to this letter agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of an original executed counterpart of this letter agreement. This letter agreement shall be governed by the laws of the State of New York.
By signing this letter agreement, the New Borrower agrees to the terms of the Amended Line of Credit Agreement. Please indicate your agreement and acceptance to the foregoing by signing below and returning this letter agreement to us.
| Sincerely yours, | ||
| BLACKSTONE HOLDINGS FINANCE CO. L.L.C. | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Authorized Signatory | |
[BXPE/Xxxxx XXX Letter Joinder of BXPE US Aggregator (CYM) L.P.]
AGREED AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN:
BXPE US AGGREGATOR (CYM) L.P.
By: Blackstone Private Equity Strategies Associates, L.P.
By: BXPEA L.L.C.
| By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx | |
| Title: | Managing Director |
[BXPE/Xxxxx XXX Letter Joinder of BXPE US Aggregator (CYM) L.P.]
Annex A
EXHIBIT D TO LETTER AGREEMENT
Borrowers:
1. Blackstone Private Equity Strategies Fund L.P.
2. Blackstone Private Equity Strategies Fund SICAV – BXPE Feeder SICAV – I, , an investment company with variable capital (société d’investissement à capital variable), incorporated as a Luxembourg public limited liability company (société anonyme) and constituting a Part II Luxembourg Fund, existing under the laws of Luxembourg, having its registered office at 00-00, xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx and registered with the Luxembourg Trade and Companies Register under number B268980, acting in respect of its compartment, BXPE Feeder SICAV – I.
3. BXPE Aggregator SCSp , a société en commandite spéciale, existing under the laws of Luxembourg, having its registered office at 0-00, Xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx and registered with the Luxembourg Trade and Companies Register under number B282183.
4. BXPE US Aggregator (CYM) L.P.
Annex B
SCHEDULE II TO MASTER NOTE
|
Borrowers |
Jurisdiction of Organization | |
| Blackstone Private Equity Strategies Fund L.P. | Delaware | |
| Blackstone Private Equity Strategies Fund SICAV – BXPE Feeder SICAV – I | Luxembourg | |
| BXPE Aggregator SCSp | Luxembourg | |
| BXPE US Aggregator (CYM) L.P. | Cayman Islands | |
