Second Amendment dated December 14, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, as amended on September 8, 2021 of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAVRAIFPantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAVRAIFTubera Credit 2020, Solutio Premium Private Debt I SCSp, Solutio Premium Private Debt II Master SCSp, Pantheon Private Debt Program SICAVRAIFPantheon Senior Debt Secondaries II (EUR) and Pantheon Private Debt Program SICAVRAIFPantheon Senior Debt Secondaries II (GBP)
Exhibit 10.36
Execution Version
SECOND AMENDMENT TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
INTERNATIONAL SENIOR LOAN PROGRAM, LLC
This Second Amendment, made and entered into as of December 13, 2023, by the parties signatory hereto (this “Amendment”), amends that certain Amended and Restated Limited Liability Company Agreement of International Senior Loan Program, LLC, a Delaware limited liability company (the “Company”), dated as of February 9, 2021 and amended on September 8, 2021 (the “Existing Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Agreement.
“Unless otherwise agreed by the Members, BCSF shall maintain a 63% or greater interest in the Company (measured by its Proportionate Share, Capital Contributions and ownership of Subordinated Notes).”
“(i) Except with regard to a transfer being made in accordance with Section 7.1(g), if any Member (a “Tag Offering Member”) proposes to Transfer any of its interest in the Company to an unaffiliated third party (the “Proposed Transferee”) and such Transfer is approved by the Committee in accordance with Section 7.1(a) (a “Tag-Along Sale”), such Tag Offering Member shall provide written notice not less than twenty-five (25) business days prior to such proposed Transfer (the “Transfer Notice”) to the Company. Such Transfer Notice shall identify the proposed purchaser, the interests proposed to be sold, the proposed form and amount of consideration offered, the proposed closing date and any other material terms and conditions of the proposed Transfer. Promptly upon the receipt of such Transfer Notice, the Company shall provide each other Member the right (the “Tag-Along Right”), exercisable as set forth below, to sell, in the proposed Transfer, a portion of its interests equal to its Proportionate Share of the interests to be sold by the Tag Offering Member on the same terms and conditions as apply to the Transfer by the Tag Offering Member in the applicable Tag-Along Sale. The Tag-Along Right shall be exercised by a Member (the “Participating Tag-Along Member”, and together with the Tag Offering Member, the “Tag-Along Members”) delivering written notice to the Company within fifteen (15) business days after receipt of the Transfer Notice (the “Tag-Along Notice”), which notice shall state the number of interests that the transferring Member requests to include in such Tag-Along Sale. The offer of each Tag-Along Member set forth in its Tag-Along Notice shall be irrevocable and, to the extent such offer is accepted, shall be binding on such Tag-Along Member. The Tag Offering Member shall use reasonable efforts to
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Exhibit 10.36
Execution Version
include in the Tag-Along Sale all of the interests that the Participating Tag-Along Members have offered to sell pursuant to their Tag-Along Notices, it being understood that the Proposed Transferee shall not be required to purchase any interests in excess of the interests set forth in the Transfer Notice. In the event the Proposed Transferee elects to purchase less than all of the interests sought to be sold by the Tag-Along Members in the Tag-Along Sale, the number of interests to be sold to the Proposed Transferee by the Tag-Along Members shall be reduced pro rata in proportion to the interest percentage each such Tag-Along Member proposed to sell in such Tag-Along Sale so that the aggregate number of interests to be sold by the Tag-Along Members collectively equals the aggregate number of interests that the Proposed Transferee is willing to purchase (which in no event may be less than the number of interests set forth in the Transfer Notice).”
“Notwithstanding the foregoing and subject to Section 3.2(c) of this Agreement, Pantheon shall have the right to cause the Company to redeem up to 5% of each Pantheon Member’s Entire Interest each calendar year at a price equal to the fair market value thereof as determined by the Committee, and BCSF shall have the right to cause the Company to redeem up to 5% of BCSF Entire Interest each calendar year at a price equal to the fair market value thereof as determined by the Committee; provided, that in connection with any such redemption, the outstanding balance of each redeeming Member’s Subordinated Notes shall be automatically reduced by the same percentage.”
[Remainder of page intentionally left blank. Signature page follows.]
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Exhibit 10.36
Execution Version
IN WITNESS WHEREOF, the Members have caused this Amendment to be executed and delivered as of the date first above written.
| BAIN CAPITAL SPECIALTY FINANCE, INC. | ||||
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| By: | /s/ Michael A. Ewald | ||
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| Name: Michael Ewald | ||
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| Title: CEO |
[Signature Page to the Second Amendment to the LLC Agreement]
Exhibit 10.36
Execution Version
| PANTHEON PRIVATE DEBT PROGRAM SCSp SICAV – RAIF IN RESPECT OF ITS COMPARTMENT PANTHEON SENIOR DEBT SECONDARIES II (USD)
By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager | ||||
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| By: | /s/ Toni Vainio | ||
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| Name: Toni Vainio | ||
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| Title: Partner |
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| SOLUTIO PREMIUM Private Debt I SCSp | ||
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By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager
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| By: | /s/ Toni Vainio |
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| Name: Toni Vainio |
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| Title: Partner |
| solution premium private debt iimaster scsp | ||
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By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager
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| By: | /s/ Toni Vainio |
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| Name: Toni Vainio |
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| Title: Partner |
| PANTHEON PRIVATE DEBT PROGRAM SCSP SICAV-RAIF IN RESPECT OF ITS COMPARTMENT TUBERA CREDIT 2020 |
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[Signature Page to the Second Amendment to the LLC Agreement]
Exhibit 10.36
Execution Version
| By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager
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| By: | /s/ Toni Vainio |
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| Name: Toni Vainio |
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| Title: Partner |
PANTHEON PRIVATE DEBT PROGRAM SICAV-RAIF IN RESPECT OF PANTHEON SENIOR DEBT SECONDARIES II (EUR) | |||
By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager
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| By: /s/ Rakesh Jain |
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| Name: Rakesh Jain |
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| Title: Attorney in the United States |
PANTHEON PRIVATE DEBT PROGRAM SICAV-RAIF IN RESPECT OF PANTHEON SENIOR DEBT SECONDARIES III (GBP) | |||
By: Pantheon Ventures (Ireland) DAC, its investment manager
By: Pantheon Ventures (UK) LLP, its portfolio manager
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| By: /s/ Rakesh Jain |
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| Name: Rakesh Jain |
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| Title: Attorney in the United States |
[Signature Page to the Second Amendment to the LLC Agreement]
Exhibit 10.36
Execution Version
Schedule A
Capitalization
Member | Class | Capital Commitment | Capital Contribution to be Funded | Total Capital Contributions | Subordinated Notes (Advanced) | Proportionate Share |
BCSF | ||||||
Bain Capital Specialty Finance, Inc. | USD | $63,572,954.12 | $1,250,000 | $62,079,310.05 | $190,728,644.07 | 64.03% |
Pantheon | ||||||
Pantheon Private Debt Program SCSp SICAV – RAIF - Pantheon Senior Debt Secondaries II (USD) | USD | $3,478,959.80 | -- | $2,819,979.36 | $10,429,987.51 | 3.50% |
Pantheon Private Debt Program SCSp SICAV – RAIF - Tubera Credit 2020 | USD | $4,454,961.06 | -- | $3,610,898.74 | $13,358,574.99 | 4.49% |
Solutio Premium Private Debt I SCSp | Euro | $4,844,731.53 | -- | €3,442,423.97 | €12,846,986.55 | 4.48% |
Solutio Premium Private Debt II Master SCSp | Euro | $13,200,333.65 | -- | €9,378,167.43 | €35,031,963.85 | 12.21% |
Pantheon Private Debt Program SCSp SICAV-RAIF – Pantheon Senior Debt Secondaries II (EUR) | Euro | $4,603,699.50 | €4,262,684.72 | €4,262,684.72 | €12,788,054.17 | 4.65% |
Pantheon Private Debt Program SCSp SICAV-RAIF – Pantheon Senior Debt Secondaries III (GBP) | USD | $6,646,300.50 | $6,646,300.50 | $6,646,300.50 | $19,938,901.50 | 6.65% |
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