COMMITMENT INCREASE AGREEMENT
Exhibit 10.23
November 8, 2018
JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders
party to the Credit Agreement referred
to below (the “Administrative Agent”)
000 Xxxxxxx Xxxxxxxxxx Xxxx, XXX0/Xxxxx 1
Xxxxxx, XX 00000
Ladies and Gentlemen:
We refer to the Senior Secured Revolving Credit Agreement dated as of August 9, 2018 (as amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) between Corporate Capital Trust, Inc. (“CCT”), FS Investment Corporation (“FSIC”), FS Investment Corporation II (“FSIC II”), FS Investment Corporation III (“FSIC III”, and together with CCT, FSIC and FSIC II, the “Borrowers”), the Lenders party thereto, ING Capital LLC, as Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that FSIC (the “Relevant Borrower”) has requested in a letter dated November 8, 2018 (the “Increase Request”) from the Relevant 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 2.07(e) of the Credit Agreement, BNP Paribas (the “Assuming Lender”), hereby agrees to make Loans in the amount set forth opposite the name of the Assuming Lender listed in Schedule I hereto pursuant to the instruction of the Administrative Agent, such Loans 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 Relevant Borrower, dated the Increase Date, in substantially the form of Exhibit I hereto.
B. 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 Commitment Increase set forth opposite the name of the Assuming Lender listed in Schedule I hereto shall be included in the Commitment, and the Commitment Increase shall be governed for all purposes by the Credit Agreement and the other Loan Documents.
| Very truly yours, | ||
| BNP PARIBAS | ||
| By: | /s/ Liza Shabetayer | |
| Name: Liza Shabetayer | ||
| Title: Director | ||
| By: | /s/ Xxxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxxx X. Xxxxx | ||
| Title: Vice President | ||
| Accepted and agreed: | ||
| CORPORATE CAPITAL TRUST, INC. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Chief Operating Officer | ||
| FS INVESTMENT CORPORATION | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
| FS INVESTMENT CORPORATION II | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
| FS INVESTMENT CORPORATION III | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
| Acknowledged: | ||
| JPMORGAN CHASE BANK, N.A., | ||
| as Administrative Agent | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: Xxxxxx Xxx | ||
| Title: Vice President | ||
| Acknowledged: | ||
| JPMORGAN CHASE BANK, N.A., | ||
| as Issuing Bank | ||
| By: | /s/ Xxxxxx Xxx | |
| Name: Xxxxxx Xxx | ||
| Title: Vice President | ||
| Acknowledged: | ||
| BANK OF MONTREAL, | ||
| as Issuing Bank | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Managing Director | ||
| Acknowledged: | ||
| SUNTRUST BANK, | ||
| as Issuing Bank | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
| Acknowledged: | ||
| ING CAPITAL LLC, | ||
| as Issuing Bank | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx, CFA | ||
| Title: Vice President | ||
SCHEDULE I
| Assuming Lender | Commitment | |||
| BNP Paribas | $ | 30,000,000.00 | ||
