Commitment Increase Agreement dated April 21, 2023 among Carlyle Secured Lending, Inc., as borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
EX-10.1 2 csli_1q23x10-qex101.htm EX-10.1 Document
Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
April 21, 2023
JPMorgan Chase Bank, N.A. as Administrative Agent
(the “Administrative Agent”) for the Lenders party to the
Credit Agreement referred to below
(the “Administrative Agent”) for the Lenders party to the
Credit Agreement referred to below
500 Stanton Christiana Rd.
NCC5 / 1st Floor
Newark, DE 19713
Attention: Loan & Agency Services Group, Haley Diven
email: haley.diven@chase.com
phone: 302 ###-###-####
email: haley.diven@chase.com
phone: 302 ###-###-####
Ladies and Gentlemen:
We refer to the $688,000,000 Senior Secured Revolving Credit Agreement dated as of March 21, 2014 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among Carlyle Secured Lending, Inc. (the “Borrower”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has notified the Administrative Agent in a letter dated as of April 21, 2023 (the “Increase Notice”) from the Borrower to the Administrative Agent that the aggregate amount of the Multicurrency Commitments be increased by an amount equal to $57,000,000 (together, the “Commitment Increase”), for a total facility size of $745,000,000, on the terms and subject to the conditions set forth in this Commitment Increase Agreement (the “Commitment Increase Agreement”) and the Credit Agreement.
A. Commitment Increase. Pursuant to Section 2.08(e) of the Credit Agreement, (i) the Increasing Lender set forth on Schedule I hereto under the heading “Increasing Lender” hereby agrees to increase its existing Multicurrency Commitment by the amount set forth in Schedule I hereto, such additional Multicurrency Commitment to be effective as of April 21, 2023 (the “Commitment Increase Date”) and (ii) the Assuming Lender set forth on Schedule I hereto under the heading “Assuming Lender” hereby agrees to provide a Multicurrency Commitment, in the amount set forth on Schedule I hereto, to be effective as of the Commitment Increase Date; provided that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower, dated the Commitment Increase Date, in substantially the form of Exhibit I hereto and the Increasing Lender and the Assuming Lender shall each have received its applicable upfront fee set forth in the Increase Notice. On the Commitment Increase Date, the Increasing Lender and the Assuming Lender shall each be a “Lender” and shall have all rights and obligations of a “Lender” under the Credit Agreement and the other Loan Documents.
B. Confirmation of Increasing Lender and Assuming Lender. The Increasing Lender and the Assuming Lender each agrees that from and after the Commitment Increase Date, its additional commitment or commitment, as the case may be, set forth in Schedule I hereto shall be included in its Commitment and be governed for all purposes by the Credit Agreement and the other Loan Documents.
C. Counterparts. This Commitment Increase Agreement may be executed in counterparts (and by different parties hereto on 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 to this Commitment Increase Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
D. Governing Law. This Commitment Increase Agreement shall be construed in accordance with and governed by the law of the State of New York.
E. Issuing Bank. By its execution of an acceptance and agreement hereto, the Borrower hereby confirms that as of the Commitment Increase Date, there is no Issuing Bank.
[Signature pages follow]
Very truly yours,
INCREASING LENDER
MORGAN STANLEY BANK, N.A.
By:_/s/ Michael King______________________
Name: Michael King
Title: Authorized Signatory
ASSUMING LENDER
Goldman Sachs Bank USA
By:_/s/ Ananda DeRoche____________________
Name: Ananda DeRoche
Title: Authorized Signatory
Accepted and agreed:
CARLYLE SECURED LENDING, INC.
By:_/s/ Tom Hennigan_____________________
Name: Tom Hennigan
Title: Chief Financial Officer
Acknowledged, Consented to and Accepted:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:_/s/ Alevtina Dudyreva__________________
Name: Alevtina Dudyreva
Title: Vice President
SCHEDULE I
Increasing Lender | Commitment | ||||
Morgan Stanley Bank, N.A. | $32,000,000 (Multicurrency) |
Assuming Lender | Commitment | ||||
Goldman Sachs Bank USA | $25,000,000 (Multicurrency) |
EXHIBIT I
OFFICER’S CERTIFICATE
April 21. 2023
JPMorgan Chase Bank, N.A. as Administrative Agent
(the “Administrative Agent”) for the Lenders party to the
Credit Agreement referred to below
(the “Administrative Agent”) for the Lenders party to the
Credit Agreement referred to below
500 Stanton Christiana Rd.
NCC5 / 1st Floor
Newark, DE 19713
Attention: Loan & Agency Services Group, Haley Diven
email: haley.diven@chase.com
phone: 302 ###-###-####
email: haley.diven@chase.com
phone: 302 ###-###-####
Ladies and Gentlemen:
On behalf of Carlyle Secured Lending, Inc. (the “Borrower”), I, Tom Hennigan, Chief Financial Officer of the Borrower, refer to the $688,000,000 Senior Secured Revolving Credit Agreement dated as of March 21, 2014 (as amended, modified or supplemented from time to time and giving effect to prior Commitment increases to date, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. I also refer to the letter dated as of April 21, 2023 (the “Increase Notice”) from the Borrower to the Administrative Agent, informing the Administrative Agent that the aggregate amount of the Multicurrency Commitments will be increased by an amount equal to $57,000,000, for a total facility size of $745,000,000, on the Commitment Increase Date (as defined in the Increase Notice).
With respect to the Increase Notice, I hereby certify in my capacity as an authorized officer of the Borrower that each of the conditions to the related Commitment Increase set forth in Sections 2.08(e)(i) of the Credit Agreement have been satisfied as of the date hereof.
Very truly yours,
_/s/ Tom Hennigan______________________
Name: Tom Hennigan
Title: Chief Financial Officer