Third Amendment to the Second Amended and Restated Credit Agreement, dated September 25, 2024, by and between BGSL Big Sky Funding LLC, the lender party thereto, and Bank of America, N.A

Exhibit 10.1

THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 25, 2024, is entered into by and between (i) BGSL Big Sky Funding LLC (the “Company”) and (ii) Bank of America, N.A. (the “Bank”) (each a “Party” and, collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Company and the Bank, as a Lender and as Administrative Agent, entered into that certain Second Amended and Restated Credit Agreement, dated as of June 29, 2022, as amended by First Amendment to the Second Amended and Restated Credit Agreement, dated as of March 30, 2023, and Second Amendment to the Second Amended and Restated Credit Agreement, dated as of June 25, 2024 (the “Credit Agreement”), and the Bank constitutes the Required Lenders (as defined in the Credit Agreement) as of the date hereof;

WHEREAS, the Company and the Bank wish to amend the Credit Agreement to reflect the changes set forth herein (the Credit Agreement as amended hereby, the “Amended Credit Agreement”), and capitalized terms used herein without definitions shall have the meanings assigned to such terms in the Amended Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

ARTICLE I

AMENDMENTS TO THE CREDIT AGREEMENT

SECTION 1.1 Definitions.

(a) The definition of Applicable Rate in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Applicable Rate” means (i) from the Closing Date to, but excluding, the Second Restatement Date, a per annum rate equal to 1.60%, (ii) on and after the Second Restatement Date to, but excluding, September 25, 2024, a per annum rate equal to 1.80%, and (iii) on and after September 25, 2024, a per annum rate equal to the greater of (i) 1.80% and (ii) the sum of (a) the product of (x) the BSL Rate and (y) the BSL Percentage and (b) the product of (x) the Approval Asset Rate and (y) the Approval Asset Percentage; where:

(a) the “BSL Rate” means a per annum rate equal to 1.50%;

(b) the “BSL Percentage” means the quotient of (x) the BSL Average and (y) the Aggregate Average;

(c) the “BSL Average” means the quotient of (x) the sum of (1) the aggregate Assigned Value of all Collateral Assets that are not Approval Assets as determined in connection with the calculation of the Borrowing Base as of the most recent calendar month-end preceding the beginning of the related Interest Period and (2) the aggregate Assigned Value of all Collateral Assets that are not Approval Assets as determined in connection with the most recently calculated Borrowing Base on or prior to the last day of the related Interest Period and (y) two;

(d) the “Approval Asset Rate” means a per annum rate equal to 1.95%;

(e) the “Approval Asset Percentage” means the quotient of (x) the Approval Asset Average and (y) the Aggregate Average;

(f) the “Approval Asset Average” means the quotient of (x) the sum of (1) the aggregate Assigned Value of all Collateral Assets that are Approval Assets as determined in connection with the calculation of the Borrowing Base as of the most recent calendar month-end preceding the beginning of the related Interest Period and (2) the aggregate Assigned Value of all Collateral Assets that are Approval Assets as determined in connection with the most recently calculated Borrowing Base on or prior to the last day of the related Interest Period and (y) two; and

(g) the “Aggregate Average” means the sum of the (x) the BSL Average and (y) the Approval Asset Average.

(b) The definition of Fee Letter in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Fee Letter” means, collectively, (i) the amended and restated letter agreement, dated as of the Amendment Date, between the Borrower and the Administrative Agent, (ii) the amendment fee letter agreement, dated as of March 30, 2023, between the Borrower and Bank of America and (iii) the extension fee letter agreement, dated as of September 25, 2024, between the Borrower and Bank of America.

(c) The definition of Maturity Date in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the following:

“Maturity Date” means September 30, 2027; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next following Business Day.

(d) The definition of Screen Rate in Section 1.01 of the Credit Agreement is deleted in its entirety.

SECTION 1.2 Definition Relating to Collateral Assets. The definition of Partial PIK Asset in Annex C of the Credit Agreement is deleted in its entirety and replaced with the following:

“Partial PIK Asset” means any Collateral Asset with respect to which (i) the related Collateral Asset Documents require a portion of the interest due thereon to be paid in cash at least semi-annually and do not permit such portion to be deferred or capitalized, (ii) such

Collateral Asset Documents permit the obligor thereon to defer or capitalize the remaining portion of the interest due thereon and (iii) the interest rate applicable thereto required to be paid in cash is greater than the floating rate benchmark applicable to such Collateral Asset, plus 2.00%.

ARTICLE II

MISCELLANEOUS

SECTION 2.1 Effectiveness of Amendments. Each amendment set forth in this Agreement shall be effective upon the satisfaction or waiver of each of the following conditions precedent:

(a) the Administrative Agent’s receipt of executed counterparts of this Agreement;

(b) unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent); and

(c) all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

SECTION 2.2 Representations and Warranties of the Company. The Company hereby represents and warrants to the Administrative Agent and the Lender that:

(a) the representations and warranties contained in the Credit Agreement (i) to the extent already qualified with respect to “material” matters or “Material Adverse Effect,” are true and correct as of the date hereof in respect of this Agreement, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such earlier date and (ii) to the extent not already qualified with respect to “material” matters or “Material Adverse Effect,” are true and correct in all material respects as of the date hereof in respect of this Agreement, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date; and

(b) no Default or Event of Default has occurred or is continuing.

SECTION 2.3 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 2.4 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in 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 Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 2.5 Entire Agreement. The only amendments being made to the Credit Agreement are those that are set forth in this Agreement; no other amendments are being made. This Agreement constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the Parties hereto with respect to the subject matter of this Agreement. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties hereto.

SECTION 2.6 Ratification. Except as expressly amended and waived hereby, the Amended Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Agreement shall form a part of the Amended Credit Agreement for all purposes and is therefore a Loan Document.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

Third Amendment to Second Amended and Restated Credit Agreement

Third Amendment to Second Amended and Restated Credit Agreement