Ratification and Amendment Letter Agreement between HCLP Nominees, LLC and Beneficient Company Holdings, LP (October 16, 2024)
This agreement is between HCLP Nominees, LLC, as lender, and Beneficient Company Holdings, LP, as borrower. It confirms that the maturity date for the First-Lien Credit Agreement is extended to February 1, 2025, and that HCLP waives any mandatory prepayments under the agreement until that date. The agreement corrects a previous error and formalizes the parties’ earlier oral understanding. Both parties have signed to acknowledge and accept these terms.
Exhibit 10.16.16
| Beneficient | October 16, 2024 |
Attention: Grego Ezell, CFO
325 N. St. Paul Street Suite 4850
Dallas, Texas 75201
Mr. Ezell:
HCLP Nominees, LLC (“HCLP”) is the lender with respect to the First-Lien Credit Agreement and the Second-Lien Credit Agreement with a subsidiary of Beneficient. On July 31, 2024, HCLP and Beneficient entered into a letter agreement regarding HCLP’s forbearance with respect to exercising any remedies under the First-Lien Credit Agreement and the Second-Lien Credit Agreement through February 1, 2025 (the “Prior Letter Agreement”). In order to rectify a scrivener’s error and to give effect to HCLP and Beneficient’s contemporaneous oral agreements, HCLP wishes to acknowledge that the intent of the Prior Letter Agreement was to (i) extend the maturity date of the First-Lien Credit Agreement from September 15, 2024 to February 1, 2025 (the “Maturity Date Extension”) and to (ii) waive the right to any mandatory prepayments required under Section 2.03(b) of the First Lien Credit Agreement until February 1, 2025 (the “Prepayment Waiver”).
HCLP hereby ratifies the Maturity Date Extension and Prepayment Waiver previously contemplated and agreed to, effective as of July 31, 2024.
[Signature Page Follows]
HCLP Nominees, LLC
| By: | Crossmark Master Holdings, LLC, | |
| its Manager |
| /s/ David Wickline | ||
| By: | David Wickline | |
| Title: | Manager | |
Agreed and Accepted:
Beneficient Company Holdings, LP
| By: | Beneficient Company Group, LLC, |
| its General Partner |
| By: | Beneficient, |
| its Managing Member |
| /s/ Greg Ezell | ||
| By: | Greg Ezell | |
| Title: | Chief Financial Officer | |
Beneficient
| /s/ Greg Ezell | ||
| By: | Greg Ezell | |
| Title: | Chief Financial Officer | |
