March 3, 2020
THL Credit, Inc.
100 Federal St., 31st Floor
Boston, MA 02110
|Re: || |
Commitment to Invest in THL Credit, Inc. (the Company)
This commitment letter agreement (this Commitment Letter), dated as of March 3, 2020 is entered into by and among the Company, a Delaware corporation, and First Eagle Investment Management, LLC, a Delaware limited liability company (FEIM), THLP Debt Partners, L.P., a Delaware limited partnership, (THLDP) and certain other investors listed on the signature pages hereto (together with FEIM and THLDP, the Investors).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties, intending to be legally bound, hereby irrevocably and unconditionally represents, warrants, covenants and agrees as follows:
1. Investment in the BDC.
(a) Each Investor hereby commits to take all actions required to subscribe for and acquire its Allocable Share (as defined below) of an aggregate of approximately $30,000,000.00 of the Companys common stock (BDC Shares) (such aggregate amount, the BDC Investment Amount), as may be adjusted to avoid the issuance of fractional shares, in a publicly registered, primary issuance of BDC Shares to the Investors on or before April 21, 2020, but in any event prior to the record date for the next scheduled special meeting of the stockholders of the Company following the date hereof (the Investment Deadline). The BDC Shares acquired by the Investors shall be purchased at the net asset value per share as determined by the Companys board of directors, in accordance with the Companys applicable policies and procedures, as of a time within forty-eight hours prior to the sale (excluding Sundays and holidays). Each Investor severally but not jointly hereby commits to subscribe for and acquire shares on or before the Investment Deadline in the amount set forth beside their name on Schedule A (such amount, the Allocable Share).
(b) The Company hereby commits to take all reasonable actions required to issue BDC Shares equal to the BDC Investment Amount on or before the Investment Deadline. Additionally, the Company has accepted the proposal of its investment adviser to irrevocably waive the entirety of its base management fee and incentive fee for the period from July 1, 2020 through December 31, 2020 if the Companys stockholders approve a new investment management agreement prior to the expiration of the current interim investment management agreement, and the Company hereby agrees to provide each Investor with a copy of the fee waiver letter from the Companys investment adviser documenting this proposal.
2. Due Authorization. Each party represents that it has all right and authority to execute and deliver this Commitment Letter, and upon execution and delivery, this Commitment Letter shall constitute a valid and binding agreement on each of the undersigned parties, enforceable against each party in accordance with its terms.
3. Severability of Provisions. If any term or other provision of this Commitment Letter is invalid, illegal or incapable of being enforced as a result of any rule of law or public policy, all other terms