AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2
AMENDMENT NO. 2 (this “Amendment”), dated as of December 19, 2014, to the Credit Agreement, dated as of December 21, 2012, between BLACKSTONE / GSO STRATEGIC CREDIT FUND (the “Borrower”) and THE BANK OF NOVA SCOTIA (the “Bank”), as amended by Amendment No. 1, dated as of December 20, 2013 (as further amended, supplemented or otherwise modified, the “Credit Agreement”).
RECITALS
I.
Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
II.
The Borrower desires to amend the Credit Agreement upon the terms and conditions herein contained, and the Bank has agreed thereto upon the terms and conditions herein contained.
AGREEMENTS
Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.
Each of the defined terms “LIBO Rate”, “Overnight Eurodollar Rate”, and “Sanctioned Person” contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read, respectively, as follows:
“LIBO Rate” means, with respect to any LIBOR Loan for any Interest Period, the higher of 0.00% and the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for Dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time two Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits in the London interbank market with a maturity comparable to such Interest Period, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “LIBO Rate” with respect to such LIBOR Loan during such Interest Period shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to Dollar deposits in the London interbank market as may be selected by the Bank, provided further that in the absence of such availability, the “LIBO Rate” shall be determined by reference to the rate at which Dollar deposits of $1,000,000 in immediately available funds for a maturity comparable to such Interest Period are offered by the principal office of the Bank to leading banks in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, provided further that in the event the principal office of the Bank is not making such offers, “LIBO Rate” shall mean such other rate reflecting the Bank’s
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cost of funds as determined by the Bank using any reasonable or prevailing method.
“Overnight Eurodollar Rate” means, with respect to any ABR Loan as of any date, the higher of 0.00% and the rate of interest per annum that appears on the Reuters LIBOR01 Page as of 11:00 a.m., London time, on such date (or, if such date is not a Business Day, the immediately preceding Business Day) as Interbank Rates (Overnight) for Dollars, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “Overnight Eurodollar Rate” shall be determined by reference to such other comparable publicly available service for displaying overnight interest rates applicable to Dollar deposits in the London interbank market as may be selected by the Bank, provided further that in the absence of such availability, the “Overnight Eurodollar Rate” shall be determined by reference to the rate at which overnight Dollar deposits of $1,000,000 in immediately available funds are offered by the principal office of the Bank to leading banks in the London interbank market at approximately 11:00 a.m., London time, on such date (or, if such date is not a Business Day, the immediately preceding Business Day), provided further that in the event the principal office of the Bank is not making such offers, “Overnight Eurodollar Rate” shall mean such other rate reflecting the Bank’s overnight cost of funds as reasonably determined by the Bank using any reasonable or prevailing method.
“Sanctioned Person” means, at any time, any Person that is the subject or target of any Sanction.
2.
The defined term “Applicable Rate” contained in Section 1.1 of the Credit Agreement is hereby amended by replacing the percentage “0.825%” contained therein with the percentage “0.75%”.
3.
The defined term “Commitment Fee Rate” contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Commitment Fee Rate” means, for any date, a rate per annum equal to during the period from the Effective Date to but excluding the Amendment No. 2 Effective Date, in the event that the Loan Balance equals or exceeds 50% of the Commitment, 0.15%, and in all other events, 0.25%, and at all other times in the event that the Loan Balance equals or exceeds 75% of the Commitment, 0.15%, and in all other events, 0.25%.
4.
The defined term “Scheduled Commitment Termination Date” contained in Section 1.1 of the Credit Agreement is hereby amended by replacing the date “December 19, 2014” contained therein with the date “December 18, 2015”.
5.
Section 1.1 of the Credit Agreement is hereby amended by inserting the following new defined terms, each in its appropriate alphabetical order:
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“Affected Person” means the Borrower or any officer, director, trustee, employee of the Borrower, or any agent of the Borrower that will act in any capacity with respect to this Agreement.
“Amendment No. 2 Effective Date” means the Amendment Effective Date as such term is defined in Amendment No. 2 to this Credit Agreement.
“AntiCorruption Law” means, with respect to any Affected Person, the FCPA and any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption that are applicable to such Affected Person.
“FCPA” means the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd1, et seq.
“Sanctioned Jurisdiction” means, at any time, a country or territory that is, or whose government is, the subject or target of comprehensive country-based (not individual- or entity-based) Sanctions, including without limitation, Cuba, Iran, North Korea, Sudan and Syria.
“Sanctions” has the meaning set forth in Section 4.15(a).
6.
The following defined term contained in Section 1.1 of the Credit Agreement is hereby deleted: “Sanctioned Country”.
7.
Section 3.3(b) of the Credit Agreement is hereby amended by replacing the phrase “capital requirements” contained therein with the phrase “liquidity or capital requirements”, and replacing the phrase “capital adequacy” contained therein with the phrase “liquidity and capital adequacy”.
8.
Section 4.15 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Section 4.15
Sanctions, Anti-Money Laundering and AntiCorruption
(a)
No Affected Person is, or is individually or in the aggregate owned 50% or more by Persons that are: (i) the subject or target of any economic sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a Sanctioned Jurisdiction.
(b)
Except as permitted by applicable law and exempt from Sanctions, no Affected Person or any Person that owns 50% or more (directly or indirectly) of the Borrower or receives (directly or indirectly) any proceeds of any Loan conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any Sanctioned Person or in any Sanctioned Jurisdiction or has violated any Sanctions.
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(c)
No Affected Person or any Person that owns 50% or more (directly or indirectly) of the Borrower or receives (directly or indirectly) any proceeds of any Loan (i) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, or (ii) otherwise violated any applicable law regarding money laundering.
(d)
The Borrower is in material compliance with the FCPA and each relevant foreign counterpart thereof, and, to the knowledge of the Borrower, the Borrower has not made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value in violation of the FCPA in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, to a foreign official, foreign political party or party official or any candidate for foreign political office, and with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to the Borrower or any other Person.
(e)
The Borrower has implemented and maintains, and is in material compliance with, policies and procedures designed to ensure compliance by each Affected Person with all applicable laws regarding Sanctions, money laundering and AntiCorruption Laws.
9.
ARTICLE 7 of the Credit Agreement is hereby amended by adding a new Section 7.10 as follows:
Section 7.10
Sanctions, Anti-Money Laundering and AntiCorruption
(a)
Except as permitted by applicable law and exempt from Sanctions, the Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) for the purpose of funding any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, lender, advisor, investor, or otherwise).
(b)
The Borrower will not, and will not cause or permit any subsidiary thereof to, violate any applicable law, rule or regulation regarding Sanctions or money laundering, or any AntiCorruption Law.
(c)
The Borrower shall at all times maintain, and be in material compliance with, policies and procedures designed to ensure compliance by each Affected Person with all applicable laws, rules and regulations regarding Sanctions and money laundering, and AntiCorruption Laws.
10.
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Section 9.1(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b)
if to the Bank, to it at, in all cases, 00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, XX Xxxxxx M5H 1H1, Attention: Xxx Mou (Telephone: (000) 000-0000; Facsimile: (000) 000-0000; e-mail address: xxx.xxx@xxxxxxxxxx.xxx); and in the case of all notices and other communications pursuant to Article 2, with a copy to 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxx X0X0X0, Attention: Xxxx Xxxxxxx (Telephone: (000) 000-0000; Facsimile: (000) 000-0000) and Xxxxx Xxxxxxx (Telephone: (000) 000-0000; Facsimile: (000) 000-0000).
11.
Paragraphs 1 through 11 hereof shall not be effective until each of the following conditions is satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Amendment Effective Date”):
(a)
the Bank shall have received from the Borrower either a counterpart of this Amendment executed on behalf of the Borrower or written evidence satisfactory to the Bank (which may include facsimile or electronic mail transmission of a signed signature page of this Amendment) that the Borrower has executed a counterpart of this Amendment;
(b)
a certificate from the Secretary of the Borrower, in all respects satisfactory to the Bank, (i) certifying as to the incumbency of authorized persons of the Borrower executing this Amendment, (ii) attaching true, complete and correct copies of the resolutions duly adopted by the Board approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, and (iii) certifying that the Borrower’s Organization Documents have not been amended, supplemented or otherwise modified since December 20, 2013 or, if Borrower’s Organization Documents have been amended, supplemented or otherwise modified since December 20, 2013, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c)
the Bank shall have received favorable written opinions from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxxx, Xxxxxx & Finger, P.A. in form and substance reasonably acceptable to the Bank; and
(d)
all fees of the Bank (including the reasonable fees and expenses of counsel to the Bank) due and payable on or prior to the Amendment Effective Date and invoiced in reasonable detail shall have been paid.
12.
The Borrower reaffirms the enforceability of each Loan Document, as amended hereby, and all of its obligations thereunder, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or law), agrees and admits that as of the date of execution and delivery hereof by the Borrower, it has no defense to any such obligation and it shall not exercise any setoff or offset to any such
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obligations, represents and warrants that, as of the date of the execution and delivery hereof by the Borrower, no Default has occurred and is continuing, and represents and warrants that all of the representations and warranties made by it in the Loan Documents to which it is a party are true and correct immediately after giving effect to this Amendment (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date).
13.
In all other respects, the Loan Documents shall remain in full force and effect, and no amendment in respect of any term or condition of any Loan Document shall be deemed to be an amendment in respect of any other term or condition contained in any Loan Document.
14.
This Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart signed by the party to be charged. Delivery of an executed counterpart of this Amendment by facsimile or e-mail (such as in “portable document format”) transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
15.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each party hereto has caused this Amendment No. 2 to be executed by its duly authorized representative as of the day and year first above written.
BLACKSTONE / GSO STRATEGIC CREDIT FUND
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chief Compliance Officer, Chief Legal Officer & Secterary
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
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