EXECUTION VERSION 1 AMENDMENT NO. 1 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of December 10, 2024 (this “Amendment”), among VCSL FUNDING 1 LLC, as borrower (the “Borrower”), VISTA CREDIT STRATEGIC LENDING CORP., as servicer (the...
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EXECUTION VERSION 1 AMENDMENT NO. 1 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of December 10, 2024 (this “Amendment”), among VCSL FUNDING 1 LLC, as borrower (the “Borrower”), VISTA CREDIT STRATEGIC LENDING CORP., as servicer (the “Servicer”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as facility agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Facility Agent”), and DBNY, as agent (in such capacity, an “Agent”) and as committed lender (in such capacity, a “Lender”). WHEREAS, the Borrower, Vista Credit Strategic Lending Corp., as equityholder, the Servicer, State Street Bank and Trust Company, as the collateral agent and the collateral custodian, the Agents from time to time parties thereto, the Lenders from time to time parties thereto and the Facility Agent are party to the Loan Financing and Servicing Agreement, dated as of June 26, 2024 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”); and WHEREAS, the Borrower, the Servicer, the Agents, the Lenders and the Facility Agent have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement and subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement. ARTICLE II AMENDMENTS Section 2.1 Amendments to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double- underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Loan Agreement attached as Appendix A hereto.
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2 ARTICLE III CONDITIONS TO EFFECTIVENESS Section 3.1 This Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions: (a) the execution and delivery of this Amendment by each party hereto; and (b) all fees (including reasonable and documented fees, disbursements and other charges of counsel) due to the Lenders on or prior to the effective date of this Amendment have been paid in full. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1 The Borrower and the Servicer hereby represents and warrants to the Facility Agent, the Agents and the Lenders that, as of the date first written above, (i) no Event of Default, Unmatured Event of Default, Servicer Default or Unmatured Servicer Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and the Servicer contained in the Loan Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date). ARTICLE V MISCELLANEOUS Section 5.1 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY DISPUTE, SUIT, ACTION OR PROCEEDING, WHETHER IN CONTRACT, TORT OR OTHERWISE AND WHETHER AT LAW OR IN EQUITY, RELATING TO OR ARISING OUT OF THIS AMENDMENT OR TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. Section 5.2 Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 5.3 Ratification. Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Section 5.4 Counterparts; Electronic Execution. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by email
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. VCSL FUNDING 1 LLC, as Borrower By: Vista Credit Strategic Lending Corp. Its: Managing Member By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: CEO
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VISTA CREDIT STRATEGIC LENDING CORP. as Servicer By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: CEO
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DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP
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DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: VP
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APPENDIX A Loan Agreement Amendments
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EXECUTION VERSION Conformed through Amendment No. 1 dated December 10, 2024 LOAN FINANCING AND SERVICING AGREEMENT dated as of June 26, 2024 VCSL FUNDING 1 LLC, as Borrower VISTA CREDIT STRATEGIC LENDING CORP., as Equityholder and as Servicer THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent THE OTHER AGENTS PARTIES HERETO, and STATE STREET BANK AND TRUST COMPANY, as Collateral Agent and as Collateral Custodian
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LOAN FINANCING AND SERVICING AGREEMENT THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of June 26, 2024, among VCSL FUNDING 1 LLC, a Delaware limited liability company, as the BORROWER (in such capacity, the “Borrower”), VISTA CREDIT STRATEGIC LENDING CORP., a Maryland corporation, as the EQUITYHOLDER (in such capacity, the “Equityholder”), and as the SERVICER (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for each LENDER GROUP (as hereinafter defined) FROM TIME TO TIME PARTIES HERETO (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), STATE STREET BANK AND TRUST COMPANY, as Collateral Agent and as Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Facility Agent”). RECITALS WHEREAS, the Borrower desires that each Lender extend financing on the terms and conditions set forth herein and also desires to retain the Servicer to perform certain servicing functions related to the Collateral Obligations (as defined herein) on the terms and conditions set forth herein; and WHEREAS, each Lender desires to extend financing on the terms and conditions set forth herein and the Servicer desires to perform certain servicing functions related to the Collateral Obligations on the terms and conditions set forth herein. NOW, THEREFORE, based upon the foregoing Recitals, the premises and the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings: “1940 Act” means the Investment Company Act of 1940. “Account” means the Principal Collection Account and the Interest Collection Account, together with any sub-accounts deemed appropriate or necessary by the Securities Intermediary, for convenience in administering such accounts. “Account Collateral” has the meaning set forth in Section 12.1(d).
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same Underlying Instruments as such Loan, in any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, (ii) is secured by a pledge of collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable credit agreement that are reasonable for similar loans, and liens accorded priority by law in favor of any Official Body), and (iii) the Servicer determines in good faith that the value of the collateral or the enterprise value securing the Loan on or about the time of acquisition equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral; provided that FILO Loans with an attaching Leverage Multiple greater than or equal to 2.50x will be treated as Second Lien Loans. “First Amendment Effective Date” means December 10, 2024. “First Lien Broadly Syndicated Loan” means any First Lien Loan that (i) is a broadly syndicated commercial loan, (ii) has a tranche size of $200,000,000 or greater, (iii) as of the date such Loan was added to the Collateral, the relevant Obligor has an EBITDA for the prior twelve calendar months of at least $40,000,000 or such lower amount as set forth in the applicable Asset Approval Request (as approved by the Facility Agent in its sole discretion) (after giving pro forma effect to any acquisition in connection therewith) and (iv) at the time such Loan was added to the Collateral, it is (A) either rated by two of S&P, Xxxxx’x or Xxxxx (or the relevant Obligor is rated by two of S&P, Xxxxx’x or Xxxxx) and such ratings are not lower than “B3” by Moody’s, “B-” by S&P and “B-” by Xxxxx respectively and (B) is actively quoted by two (2) Qualified Broker-Dealers and such quotes have been determined with respect to such Loan by Loan X Mark-It Partners, Loan Pricing Corporation or another nationally recognized pricing service. “First Lien Loan” means any Loan that (i) is not (and cannot by its terms become) subordinate in right of payment to any obligation of the Obligor in any bankruptcy, reorganization, insolvency, moratorium or liquidation proceedings, (ii) is secured by a pledge of specified collateral, which security interest is validly perfected and first priority under Applicable Law (subject to liens permitted under the applicable Underlying Instruments, and liens accorded priority by law in favor of any Official Body), and (iii) the Servicer determines in good faith that the value of the collateral securing the loan (or the enterprise value of the underlying business) on or about the time of origination equals or exceeds the outstanding principal balance of the loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral; provided that, with respect to any Loan that would otherwise be a First Lien Loan but for the fact that such Loan is subordinated in right of payment to other obligations of the applicable Obligor, such Loan will be deemed to be a First Lien Loan for all purposes hereunder so long as (a) all such obligations that are senior to such Loan do not exceed an amount equal to the product of (i) 25% multiplied by (ii) the aggregate principal amount of senior tranches of such credit facility (including any such revolving tranche or senior tranche as well as the “first lien” tranche acquired by the Borrower) and (b) all such obligations that are senior to such Loan do not represent more than 1.0x of leverage (or, with respect to Multiple of Recurring Revenue Loans, do not represent more than 0.25x of leverage) of such Obligor, as determined by the Facility Agent in its sole discretion. “First Lien Middle Market Loan” means any First Lien Loan that does not satisfy one or more of the requirements of a First Lien Broadly Syndicated Loan. -26-
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Requirement, it shall either collateralize its obligations in a manner reasonably satisfactory to the Facility Agent, or transfer its rights and obligations under each Hedging Agreement (excluding, however, any right to net payments or Hedge Breakage Costs under any Hedge Transaction, to the extent accrued to such date or to accrue thereafter and owing to the transferring Hedge Counterparty as of the date of such transfer) to another entity that meets the requirements of clauses (b)(i) and (b)(ii) hereof. “Hedge Transaction” means each interest rate swap, index rate swap or interest rate cap transaction or comparable derivative arrangement between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 10.6 and is governed by a Hedging Agreement. “Hedging Agreement” means the agreement between the Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by the Borrower and such Hedge Counterparty pursuant to Section 10.6, which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto, and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction or a “Confirmation” that incorporates the terms of such a “Master Agreement” and “Schedule.” “Increase Notice” has the meaning set forth in Section 2.8(b). “Increased Costs” means, collectively, any increased cost, loss or liability owing to the Facility Agent and/or any other Affected Person under Article V. “Increased Facility Amount” has the meaning set forth in Section 2.8(b). “Indebtedness” means, with respect to any Person, as of any day, without duplication: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, deferrable securities or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (iv) all obligations of such Person as lessee under capital leases; (v) all non-contingent obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument; (vi) all debt of others secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person; and (vii) all debt of others guaranteed by such Person and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss. “Indemnified Amounts” has the meaning set forth in Section 16.1. “Indemnified Party” has the meaning set forth in Section 16.1. “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made to a Recipient by or on account of any obligation of the Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes. -28-
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“Target Portfolio Amount” means $350,000,000 or the, as such amount asshall be increased pursuant to Section 2.8 or decreased from timepursuant to time in accordance with this AgreementSection 2.5 pro rata (or as otherwise agreed to by the Facility Agent in its sole discretion) in connection with any increase or decrease, as applicable, in the Facility Amount. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto. “Term SOFR” means, for any calculation with respect to an Advance (other than an Advance bearing interest at the Alternate Base Rate), the greater of (i) 0.50% and (ii) the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of the relevant Accrual Period, as such rate is published by the Term SOFR Administrator. “Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Facility Agent in its reasonable discretion). “Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR” in this Section 1.1. “Term SOFR Reference Rate” means the forward-looking term rate per annum based on SOFR as published by the Term SOFR Administrator. “Transaction Documents” means this Agreement, the Notes, the Sale Agreement, the Collateral Agent and Collateral Custodian Fee Letter, each Fee Letter, the Account Control Agreement, any Joinder Agreement and the other documents to be executed and delivered in connection with this Agreement, specifically excluding from the foregoing, however, Underlying Instruments delivered in connection with this Agreement. “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions. “UK AIFM Regulations” means the UK Alternative Investment Fund Managers Regulations 2013. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. -50-