COMMITMENT INCREASE AGREEMENT October 10, 2024
Exhibit 10.1
Execution Version
October 10, 2024
JPMorgan Chase Bank, N.A., as
Administrative Agent
000 Xxxxxxx Xxxxxxxxxx Xxxx
NCC 5, Floor 1
Newark, DE 19713-2107
Attention: Loan & Agency Services Group
Ladies and Gentlemen:
We refer to the Senior Secured Revolving Credit Agreement dated as of November 15, 2022 (as amended by that certain Amendment No. 1 dated as of August
29, 2023, as further amended by that certain Amendment No. 2 dated as of June 27, 2024 and as further amended, modified or supplemented from time to time, the “Credit Agreement”; the terms
defined therein being used herein as therein defined) among X. Xxxx Price OHA Select Private Credit Fund (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent for said Xxxxxxx. You have advised us that the Borrower has requested in a letter dated October 10, 2024 (the “Increase Request”) from the Borrower to the
Administrative Agent that the aggregate amount of the Commitments be increased on the terms and subject to the conditions set forth herein.
A. Commitment Increase. Pursuant to Section 2.08(e) of the Credit Agreement, (x) (i)
JPMorgan Chase Bank, N.A., BNP Paribas and State Street Bank and Trust Company, each hereby agree to provide additional Multicurrency Commitments and (ii) Canadian Imperial Bank of Commerce hereby agrees to provide additional Dollar Commitments (each
an “Increasing Lender”) and (y) Bank of America, N.A. (the “Assuming Lender”) hereby agrees to provide new Multicurrency
Commitments, each in the amount set forth opposite the name of such Increasing Lender or Assuming Lender listed in Schedule I hereto, such Commitments to be effective as of the Increase Date (as defined in the Increase Request); provided, that the
Administrative Agent shall have received a duly executed officer’s certificate from the Borrower which shall be dated as of the Increase Date and in substantially the form of Exhibit I hereto.
B. Confirmation of Increasing Lenders. Each Increasing Lender agrees that from and after
the Increase Date, its additional Commitment set forth in Schedule I hereto shall be included in its Commitment and be governed for all purposes by the Credit Agreement and the other Loan Documents.
C. Confirmation of Assuming Lender. The Assuming Lender (i) confirms that it has received
a copy of the Credit Agreement 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 Agreement, (ii) 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 (iii) acknowledges and agrees that, from and after the Increase Date, the making of the associated Multicurrency Commitments shall be governed for all purposes by
the Credit Agreement and the other Loan Documents.
D. Counterparts. This Commitment Increase Agreement 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. The words “execution,” “signed,” “signature,” and words of like import in or
related to any document to be signed in connection with this Commitment Increase Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures (including, for the avoidance of doubt, electronic signatures
utilizing the DocuSign platform) 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 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, or any other similar state laws based on the
Uniform Electronic Transactions Act.
E. Consent of Administrative Agent, Swingline Lenders and Issuing Banks. The Administrative
Agent and each of the undersigned Issuing Banks and Swingline Lenders consent to the Commitment Increase and the execution of this Commitment Increase Agreement by the Assuming Lenders.
F. Governing Law. This Commitment Increase Agreement shall be construed in accordance with
and governed by the law of the State of New York. Sections 9.09 and 9.10 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
G. Miscellaneous. This Commitment Increase Agreement shall be deemed a “Loan Document” as
such term is defined in Section 1.01 of the Credit Agreement.
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Very truly yours,
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INCREASING LENDER
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JPMORGAN CHASE BANK, N.A.
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By:
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/s/ Xxxxxxxx Xxxxxxxx | |
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Name:
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Xxxxxxxx Xxxxxxxx | |
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Title:
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Vice President |
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INCREASING LENDER
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BNP PARIBAS
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By:
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/s/ Xxxxxx Xxxxxxxx | |
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Name:
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Xxxxxx Xxxxxxxx | |
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Title:
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Managing Director |
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By:
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/s/ Xxxxx Xxxxx | |
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Name:
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Xxxxx Xxxxx | |
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Title:
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Managing Director | |
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INCREASING LENDER
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CANADIAN IMPERIAL BANK OF COMMERCE
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By:
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/s/ Xxxxxxx Xxxxxxx | |
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Name:
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Xxxxxxx Xxxxxxx | |
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Title:
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Managing Director | |
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INCREASING LENDER
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Xxxxxxx Xxxxx | |
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Name:
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Xxxxxxx Xxxxx | |
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Title:
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Vice President |
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ASSUMING LENDER
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BANK OF AMERICA, N.A.
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By:
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/s/ Xxxxxxx Xxxxxx | |
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Name:
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Xxxxxxx Xxxxxx | |
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Title:
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Director |
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Accepted and agreed:
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X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND
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By:
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/s/ Xxxxxxx X. Xxxxx | |
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Name:
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Xxxxxxx X. Xxxxx |
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Title:
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Vice President |
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Acknowledged and agreed:
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JPMORGAN CHASE BANK, N.A.,
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as Administrative Agent, Swingline Lender and Issuing Bank
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By:
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/s/ Xxxxxxxx Xxxxxxxx | |
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Name:
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Xxxxxxxx Xxxxxxxx |
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Title:
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Vice President |
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STATE STREET BANK AND TRUST COMPANY,
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as a Swingline Lender
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By:
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/s/ Xxxxxxx Xxxxx | |
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Name:
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Xxxxxxx Xxxxx |
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Title:
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Vice President |
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BARCLAYS BANK PLC,
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as a Swingline Lender and Issuing Bank
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By:
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/s/ Xxxxxx Xxxxx | |
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Name:
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Xxxxxx Xxxxx |
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Title:
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Assistant Vice President |
SCHEDULE I
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Increasing Lender
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Commitment Increase
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JPMorgan Chase Bank, N.A.
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$40,000,000 (Multicurrency)
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BNP Paribas
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$40,000,000 (Multicurrency)
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Canadian Imperial Bank of Commerce
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$40,000,000 (Dollar)
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State Street Bank and Trust Company
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$40,000,000 (Multicurrency)
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Assuming Lender
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Commitment Increase
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Bank of America, N.A.
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$30,000,000 (Multicurrency)
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EXHIBIT I
OFFICER’S CERTIFICATE
October 10, 2024
JPMorgan Chase Bank, N.A., as
Administrative Agent
000 Xxxxxxx Xxxxxxxxxx Xxxx
NCC 5, Floor 1
Newark, DE 19713-2107
Attention: Loan & Agency Services Group
Ladies and Gentlemen:
On behalf of X. Xxxx Price OHA Select Private Credit Fund (the “Borrower”), I, Xxxxxxx X.
Xxxxx as Vice President of the Borrower, refer to the Senior Secured Revolving Credit Agreement dated as of November 15, 2022 (as amended by that certain Amendment No.1 dated as of August 29, 2023, as further amended by that certain Amendment No. 2
dated as of June 27, 2024 and as further amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among
the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Xxxxxxx. I also refer to the letter dated October 10, 2024 (the “Increase Request”)
from the Borrower to the Administrative Agent, requesting that the aggregate amount of the Commitments be increased as set forth therein on the Increase Date (as defined in the Increase Request).
With respect to the Increase Request, I hereby certify in my capacity as an authorized officer of the Borrower and not in any individual capacity that
each of the conditions to the related Commitment Increase (as defined in each applicable Increase Request) set forth in Sections 2.08(e)(i)(B), (D) and (E) of the Credit Agreement have been satisfied as of the date hereof.
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Very truly yours,
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X. XXXX XXXXX OHA SELECT PRIVATE CREDIT FUND
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By:
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/s/ Xxxxxxx X. Xxxxx | |
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Name:
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Xxxxxxx X. Xxxxx | |
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Title:
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Vice President |
