Commitment Increase Agreement, dated as of November 8, 2018, among BNP Paribas, Corporate Capital Trust, Inc., FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, JPMorgan Chase Bank, N.A., Bank of Montreal, Suntrust Bank, and ING Capital LLC

Contract Categories: Business Finance - Investment Agreements
EX-10.23 5 tv516196_ex10-23.htm EXHIBIT 10.23

 

Exhibit 10.23

 

COMMITMENT INCREASE AGREEMENT

 

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”)

500 Stanton Christiana Road, NCC5/Floor 1

Newark, DE 19713

 

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/ Marguerite L. Lebon
    Name: Marguerite L. Lebon
    Title: Vice President

 

 

 

 

Accepted and agreed:  
   
CORPORATE CAPITAL TRUST, INC.  
     
By: /s/ Ryan Wilson  
  Name: Ryan Wilson  
  Title: Chief Operating Officer  

 

 

 

 

FS INVESTMENT CORPORATION  
     
By: /s/ William Goebel  
  Name: William Goebel  
  Title: Chief Financial Officer  

 

 

 

 

FS INVESTMENT CORPORATION II  
     
By: /s/ William Goebel  
  Name: William Goebel  
  Title: Chief Financial Officer  

 

 

 

 

FS INVESTMENT CORPORATION III  
     
By: /s/ William Goebel  
  Name: William Goebel  
  Title: Chief Financial Officer  

 

 

 

 

Acknowledged:  
JPMORGAN CHASE BANK, N.A.,  
as Administrative Agent  
     
By: /s/ Alfred Chi  
  Name: Alfred Chi  
  Title: Vice President  

 

 

 

 

Acknowledged:  
JPMORGAN CHASE BANK, N.A.,  
as Issuing Bank  
     
By: /s/ Alfred Chi  
  Name: Alfred Chi  
  Title: Vice President  

 

 

 

 

Acknowledged:  
BANK OF MONTREAL,  
as Issuing Bank  
     
By: /s/ Brian L. Banke  
  Name: Brian L. Banke  
  Title: Managing Director  

 

 

 

 

Acknowledged:  
SUNTRUST BANK,  
as Issuing Bank  
     
By: /s/ Doug Kennedy  
  Name: Doug Kennedy  
  Title: Director  

 

 

 

 

Acknowledged:  
ING CAPITAL LLC,  
as Issuing Bank  
     
By: /s/ Patrick Frisch  
  Name: Patrick Frisch  
  Title: Managing Director  
     
By: /s/ Dominik G. Breuer  
  Name: Dominik G. Breuer, CFA  
  Title: Vice President  

 

 

 

 

SCHEDULE I

 

Assuming Lender  Commitment 
     
BNP Paribas  $30,000,000.00