AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit (k)(6)
EXECUTION VERSION
AMENDMENT NO. 2
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2 (this “Amendment”), dated as of June 27, 2019, to the Second Amended and Restated Credit Agreement, dated as of December 28, 2018, as amended by Amendment No. 1, dated as of January 17, 2019 (as so amended and as hereafter amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among Blackstone / GSO Floating Rate Enhanced Income Fund, a Delaware statutory trust, the Lenders party thereto, and The Bank of Nova Scotia, as the Swing Line Lender and as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
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 each Lender 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. Section 1.1 of the Credit Agreement is hereby amended to add the following definitions in their appropriate alphabetical order:
“Amendment No. 2” means Amendment No. 2, dated as of June 27, 2019, to this Credit Agreement.
“Amendment No. 2 Effective Date” Has the meaning assigned to such term in Amendment No. 2.
2. The last sentence of the definition of “Tranche A Commitment” contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
The aggregate amount of the Tranche A Commitments of the Lenders on the Amendment No. 2 Effective Date is $225,000,000.
3. Schedule 1 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 1 hereto.
4. In the event that on the Amendment No. 2 Effective Date, there are any outstanding Tranche A Loans, each Tranche A Lender whose Tranche A Commitment is increasing shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Tranche A Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Tranche A Lenders, each Tranche A Lender’s portion of the outstanding Tranche A Loans of all the Tranche A Lenders to equal its pro rata share of such outstanding Tranche A Loans. The Borrower shall be deemed to have repaid and reborrowed all outstanding Tranche A Loans as of the date of such increase in the Tranche A Commitments (with such reborrowing to consist of the types of Tranche A Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.2). The deemed payments made pursuant to immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.7 if the deemed payment occurs other than on the last day of the related Interest Periods.
5. Paragraphs 1 through 4 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 No. 2 Effective Date”):
(a) the Administrative Agent shall have received from the Borrower and from Required Lenders either (i) a counterpart of this Amendment executed on behalf of the Borrower and each of the Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic mail transmission (in printable format)) that the Borrower and each of the Lenders have executed a counterpart of this Amendment;
(b) the Administrative Agent shall have received a certificate from the Secretary of the Borrower, in all respects satisfactory to the Administrative Agent, (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 28, 2018 or, if Borrower’s Organization Documents have been amended, supplemented or otherwise modified since December 28, 2018, attaching true, complete and correct copies of each such amendment, supplement or modification;
(c) the Administrative Agent shall have received for each Lender, a copy of a Federal Reserve Form, substantially in the form of Exhibit D to the Credit Agreement, duly executed and delivered by or on behalf of the Borrower, in form and substance reasonably acceptable to such Lender;
(d) the Administrative Agent shall have received favorable written opinions of counsel (addressed to the Administrative Agent and each Lender and dated the Amendment No. 2 Effective Date) reasonably acceptable to the Administrative Agent from (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., each respectively counsel to the Borrower; and
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(e) all fees of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent) due and payable on or prior to the Amendment Effective Date and invoiced in reasonable detail at least two (2) Business Days prior to the Amendment Effective Date shall have been paid.
6. The Borrower (a) 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), (b) agrees and admits that (i) as of the date of execution and delivery hereof by the Borrower, it has no defense to any such obligation and (ii) it shall not exercise any setoff or offset to any such obligations, (c) represents and warrants that, immediately after giving effect to this Amendment, no Default has occurred and is continuing, and (d) 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).
7. 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.
8. 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.
9. 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.
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Chief Compliance Officer, Chief Legal Officer & Secretary |
Blackstone / GSO Floating Rate Enhanced Income Fund
Amendment No. 2 to Second Amended and Restated Credit Agreement
| THE BANK OF NOVA SCOTIA, as the Swing Line Lender, Administrative Agent and as a Lender | ||
| By: | /s/ Xxxx Xxx | |
| Name: | Xxxx Xxx | |
| Title: | Director |
Blackstone / GSO Floating Rate Enhanced Income Fund
Amendment No. 2 to Second Amended and Restated Credit Agreement
| SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Julien Thinat | |
| Name: | Julien Thinat | |
| Title: | Authorized Signatory |
Blackstone / GSO Floating Rate Enhanced Income Fund
Amendment No. 2 to Second Amended and Restated Credit Agreement
Schedule 1
List of Lenders and Commitments
| Lender |
Tranche A Commitment |
Tranche B Commitment |
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| Name: The Bank of Nova Scotia
Address and Contact Information: Xxx Mou 00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 |
$ | 125,000,000 | $ | 25,000,000 | ||||
| Name: Société Générale, New York Branch
Address and Contact Information: Julien Thinat Xxxxx Xxxxxxx Xxxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxx Xxxx, XX, 00000 |
$ | 100,000,000 | n/a | |||||
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| TOTAL |
$ | 225,000,000 | $ | 25,000,000 | ||||
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