Contract
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1, EXTENSION AGREEMENT AND INCREMENTAL ASSUMPTION AGREEMENT dated as of June 9, 2023 (this “Amendment”), to the Second Amended and Restated Senior Secured Credit Agreement dated as of June 28, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among BLACKSTONE SECURED LENDING FUND, a Delaware statutory trust (the “Borrower”), each of the lenders party thereto (the “Existing Lenders”) and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended to effect an extension of the Maturity Date (the “Extension”), from June 28, 2027 (the “Existing Maturity Date”) to June 28, 2028 (the “Extended Maturity Date”) with respect to the Commitments and Loans of Existing Lenders consenting to such extension and make certain other modifications of the Existing Credit Agreement, in each case as set forth herein;
WHEREAS, the Borrower has requested in the letter, dated June 9, 2023 (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;
NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Existing Credit Agreement or the Amended Credit Agreement (as defined below), as the context requires.
SECTION 2. Extension of Maturity Date. (a) Each Person party hereto whose name is set forth on Schedule I hereto and has a commitment listed under the headings “2028 Revolving Dollar Commitments” or “2028 Revolving Multicurrency Commitments” (each such Person, a “2028 Revolving Lender”) has agreed to extend the existing maturity date of its Dollar Commitment (as defined in the Existing Credit Agreement) (the “2028 Revolving Dollar Commitments”) and/or its Multicurrency Commitment (as defined in the Existing Credit Agreement) (the “2028 Revolving Multicurrency Commitments”) (and in each case any Revolving Loans in respect thereof), as the case may be, in each case in the amount set forth opposite its name on such Schedule. The maturity date of the 2028 Revolving Dollar Commitments and 2028 Revolving Multicurrency Commitments shall be extended to the Extended Maturity Date.
(b) Each Person party hereto whose name is set forth on Schedule I hereto and has a Term Loan listed under the heading “2028 Term Loans” (each such Person, a “2028 Term Lender”, and, together with the 2028 Revolving Lenders, the “2028 Lenders”) has agreed to extend the maturity date of its Term Loans (the “2028 Term Loans”) in the amount set forth opposite its name on such Schedule. The maturity date of the 2028 Term Loans shall be extended to the Extended Maturity Date.
(c) The Existing Maturity Date shall remain applicable to the Commitments and Revolving Loans made by each Person whose name appears on Schedule I hereto and has a commitment listed under the headings “2027 Revolving Dollar Commitments” or “2027 Revolving Multicurrency Commitments” (each such Person, a “2027 Revolving Lender”), as the case may be.
(d) The Existing Maturity Date shall remain applicable to the Term Loans made by each Person whose name appears on Schedule I hereto and has a loan listed under the heading “2027 Term Loans” (each such Person, a “2027 Term Lender”, and together with the 2027 Revolving Lenders, the “2027 Lenders”).
SECTION 3. Commitment Increase; Confirmation of Increasing Lenders; Non-Pro Rata Decrease.
(a) Pursuant to Section 2.08(f) of the Amended Credit Agreement, each Person listed in Schedule II hereto (each, an “Increasing Lender” and together, the “Increasing Lenders”), hereby severally agrees to make Incremental Term Loans in the amount set forth opposite the name of such Increasing Lender listed in Schedule II hereto, as applicable, pursuant to the instruction of the Administrative Agent, such Loans to be effective as of the Amendment Effective Date (as defined below). The Incremental Term Commitments shall be subject to the same terms and conditions as the Initial Term Commitments, and the Incremental Term Loans shall be subject to the same terms and conditions as the Initial Term Loans and shall be treated as the same Class as the Initial Term Loans for purposes of the Amended Credit Agreement and the other Loan Documents (including, without limitation, under Section 2.10(d) of the Amended Credit Agreement). Each Increasing Lender with an Incremental Term Commitment agrees to make a Term Loan to the Borrower on the Amendment Effective Date in an aggregate principal amount (i) up to but not exceed such Increasing Lender’s Incremental Term Commitment listed on Schedule II hereto and (ii) that will not result in the total Covered Debt Amount exceeding the Borrowing Base as of the Amendment Effective Date.
(b) Each Increasing Lender (i) confirms that it has received a copy of the Amended 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 and based on such documents and information as it shall from time to time deem appropriate, continue to make its own analysis and decisions in taking or not taking action under or based upon the Amended Credit Agreement and the other Loan Documents to which it is a party; and (iii) acknowledges and agrees that, from and after the Amendment Effective Date and subject to the conditions in clause (a) above, the Commitment Increase set forth opposite the name of the Increasing Lender listed in Schedule II hereto shall be included in the Commitment, and the Commitment Increase shall be governed for all purposes by the Amended Credit Agreement and the other Loan Documents.
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(c) In connection with the foregoing increases, the existing Revolving Commitment of any Increasing Lender may, on the Amendment Effective Date, be reduced by an amount equal to the Commitment Increase of such Increasing Lender, as reflected on the Schedules attached hereto. On the Amendment Effective Date, the existing Revolving Lenders and the affected Increasing Lenders shall make and receive payments among themselves, in a manner determined by the Administrative Agent, so that, after giving effect thereto, the Revolving Loans of each Class are held ratably by the Revolving Lenders of such Class in accordance with the respective Revolving Commitments of such Class of such Revolving Lenders (after giving effect to the foregoing transactions). Concurrently therewith, the Revolving Lenders of such Class shall be deemed to have adjusted their participation interests in any outstanding Swingline Loans and Letters of Credit of such Class so that such interests are held ratably in accordance with their Revolving Commitments of such Class as so increased. Each of the Lenders party hereto consents to the foregoing transactions.
SECTION 4. Amendment of Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 6 below, effective as of the Amendment Effective Date (as defined below), (a) the Existing Credit Agreement (excluding, except as set forth below, all Schedules and Exhibits thereto) shall without further action be amended in its entirety in the form attached as Exhibit A hereto (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”) and (b) Schedules I, V and VI to the Existing Credit Agreement shall without further action be amended in their entirety in the forms attached as Schedule I and Schedule IV hereto.
SECTION 5. Representations and Warranties. The Borrower represents and warrants to the Lenders that:
(a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) The representations and warranties of the Borrower set forth in the Amended Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true and correct in all respects) on and as of the Amendment Effective Date, or, as to any such representation or warranty that refers to a specific date, as of such specific date.
(c) As of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
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SECTION 6. Effectiveness of Amendment, Extension and Commitment Increase. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions is satisfied (or such condition shall have been waived in accordance with Section 9.02 of the Amended Credit Agreement):
(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below, to each 2028 Lender and each Increasing Lender) in form and substance:
(i) Executed Counterparts. From each of the parties hereto (including each 2028 Lender and each Increasing Lender), either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment.
(ii) Borrowing Notice. From the Borrower, an executed Borrowing Request with respect to the Loans to be made on the Amendment Effective Date (the “Borrowing Notice”).
(iii) Opinion of Counsel to the Obligors. A customary favorable written opinion (addressed to the Administrative Agent and each 2028 Lender and each Increasing Lender dated the Amendment Effective Date) of Dechert LLP, New York counsel for the Obligors.
(iv) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party and any other legal matters relating to the Borrower, this Amendment or the transactions contemplated hereunder.
(v) Officer’s Certificate. A certificate, dated the Amendment Effective Date and signed by the President, a Vice President, the Chief Executive Officer or a Financial Officer of the Borrower, confirming the accuracy of the representations set forth in Section 5 hereof and compliance with the conditions set forth in the lettered clauses of the first sentence of Section 4.02 of the Amended Credit Agreement.
(vi) Borrowing Base Certificate. A Borrowing Base Certificate as of a date not more than five days prior to the Amendment Effective Date.
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(b) Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees due and payable to each 2028 Lender and each Increasing Lender on the Amendment Effective Date that the Borrower has agreed to pay in connection with this Amendment. The Borrower shall have paid all reasonable and documented out-of-pocket expenses in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent, in each case, to the extent provided in Section 9.03(a) of the Amended Credit Agreement and for which invoices have been presented prior to the Amendment Effective Date.
(c) Liens. Results of a recent lien search in each relevant jurisdiction with respect to the Borrower and such search shall reveal no liens on any of the assets of the Borrower except for liens permitted under Section 6.02 of the Amended Credit Agreement or liens to be discharged on or prior to the Amendment Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.
(d) Know Your Customer Documentation. The Administrative Agent and each 2028 Lender and each Increasing Lender shall have received, at least two (2) Business Days prior to the Amendment Effective Date (i) upon the reasonable request of such Lenders at least ten (10) Business Days prior to the Amendment Effective Date, documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (ii) to the extent that the Borrower qualifies as a “legal entity customer” under the requirements of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, any Issuing Bank or the Lenders under the Existing Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which, as amended hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended Credit Agreement, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Amended Credit Agreement.
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SECTION 8. Counterparts; Electronic Execution. This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf email transmittal) shall be effective as delivery of a manually executed counterpart of this Amendment. Section 9.06(b) of the Existing Credit Agreement shall apply, mutatis mutandis, to this Amendment as if set forth in full herein.
SECTION 9. Governing Law; Consent to Jurisdiction, Etc. The provisions of Sections 9.09 and 9.10 of the Existing Credit Agreement shall apply, mutatis mutandis, to this Amendment as if set forth in full herein. This Amendment shall constitute a “Loan Document” for purposes of the Existing Credit Agreement, the Amended Credit Agreement and the other Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers or representatives as of the date first above written.
| BLACKSTONE SECURED LENDING FUND | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Chief Legal Officer and Secretary | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
| CITIBANK, N.A., as Administrative Agent and Lender, | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
Name of Institution:
| MUFG BANK, LTD., as Lender | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Managing Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| SUMITOMO MITSUI BANKING CORPORATION, as Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| BARCLAYS BANK PLC, as Lender | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| TRUIST BANK, as Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| STATE STREET BANK AND TRUST COMPANY, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| XXXXXXX XXXXX BANK USA, as Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxx XX | |
| Name: Xxxxxxx X. Xxxxxx XX | ||
| Title: Authorized Signatory | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| XXXXXXX GENERALE, as Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| THE BANK OF NEW YOKR MELLON, as Lender | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| CANADIAN IMPERIAL BANK OF COMMERCE, as Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| U.S. BANK NATIONAL ASSOCIATION, as Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Sr. Vice President | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| STIFEL BANK & TRUST, as Lender | ||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
| Name: Xxxxxx X. Xxxxxx, Xx. | ||
| Title: Senior Vice President | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
LENDER SIGNATURE PAGE TO
AMENDMENT NO. 1, EXTENSION AGREEMENT AND
INCREMENTAL ASSUMPTION AGREEMENT
OF BLACKSTONE SECURED LENDING FUND
| SANTANDER BANK N.A., as a 2027 Revolving Multicurrency Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Blackstone Secured Lending Fund Amendment No. 1, Extension Agreement and
Incremental Assumption Agreement]
EXHIBIT A
Amended Credit Agreement
[Attached]
SCHEDULE I
[Intentionally Omitted]
SCHEDULE II
[Intentionally Omitted]
SCHEDULE IV
[Intentionally Omitted]
