FS Energy and Power Fund 8-K


 


Exhibit 10.1


 








FIRST
AMENDMENT

TO SENIOR SECURED REVOLVING CREDIT AGREEMENT


THIS
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 14, 2018 (this “Amendment”),
to the Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in
Article I) is among BRYN MAWR FUNDING LLC, a Delaware limited liability
company (the “Borrower”), the LENDERS party hereto, BARclays Bank plc,
as Administrative Agent and Issuing Bank and, solely for the purposes of Section 5.8 herein, FS ENERGY AND POWER FUND, a Delaware
statutory trust (“FSEP”).


W
I T N E S S E T H:


WHEREAS,
the Borrower, the Lenders party hereto, the Issuing Bank and the Administrative Agent are parties to the Senior Secured Revolving
Credit Agreement, dated as of May 18, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof,
the “Credit Agreement”); and


WHEREAS,
the Borrower has requested that the Lenders agree to amend the Credit Agreement, and the Lenders party hereto are willing, on
the terms and subject to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof;


NOW,
THEREFORE, the parties hereto hereby covenant and agree as follows:


ARTICLE
II


DEFINITIONS


SECTION
2.1.


Certain
Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):


“Amendment”
is defined in the preamble.


“Borrower”
is defined in the preamble.


“Credit
Agreement” is defined in the first recital.


“First
Amendment Effective Date” is defined in Article III.


SECTION
2.2.


Other
Definitions. Capitalized terms for which meanings are provided in the Credit Agreement are, unless otherwise defined herein
or the context otherwise requires, used in this Amendment with such meanings.




    	 	 	 



    	 



    

 


ARTICLE
III


AMENDMENT
TO CREDIT AGREEMENT


Subject
to the occurrence of the First Amendment Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows:


SECTION
3.1.


Section
1.01 of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by:


(a)       


amending
and restating the definition of “Maturity Date” in its entirety to read as follows:


‘“Maturity
Date” means the Revolver Termination Date.”;


(b)       


amending
and restating the definition of “Multicurrency Commitments” in its entirety to read as follows:


““Multicurrency
Commitments” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Loans,
and to acquire participations in Letters of Credit, denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed
as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder,
as such commitment (a) shall be automatically reduced on September 30, 2018 and December 31, 2018 pursuant to Schedule 1.01(a)
and (b) may be (x) reduced from time to time pursuant to Section 2.07 or as otherwise provided in this Agreement and (y) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of
each Lender’s Multicurrency Commitment as of the First Amendment Effective Date is set forth on Schedule 1.01(a), or in
the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount
of the Lenders’ Multicurrency Commitments as of the First Amendment Effective Date is $100,000,000.”; and


(c)       


amending
and restating the definition of “Revolver Termination Date” in its entirety to read as follows:


““Revolver
Termination Date” means the March 29, 2019, unless extended with the consent of each Lender in its sole and absolute
discretion.”; and


(d)       


adding
the following definition of “First Amendment Effective Date” in appropriate alphabetical sequence:


““First
Amendment Effective Date” means March 14, 2018.”.


SECTION
3.2.


Section
2.09 of the Credit Agreement. Section 2.09(c) of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:




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“Mandatory
Prepayments due to Excess Revolving Credit Exposure. In the event that the amount of total Revolving Credit Exposure exceeds
the total Commitments (including as a result of the automatic reductions of the Multicurrency Commitment on September 30, 2018
or December 31, 2018), the Borrower shall prepay (but subject to Sections 2.09(f) and (g)) Loans (and/or provide Cash in such
amounts as shall be necessary so that the amount of total Revolving Credit Exposure does not exceed the total Commitments). In
the event that the amount of total Revolving Dollar Credit Exposure exceeds the total Dollar Commitments, the Borrower shall prepay
(but subject to Sections 2.09(f) and (g)) Loans) in such amounts as shall be necessary so that the amount of total Revolving Dollar
Credit Exposure does not exceed the total Dollar Commitments. In the event that the amount of total Revolving Multicurrency Credit
Exposure exceeds the total Multicurrency Commitments (other than as a result of a change in exchange rates pursuant to Section
2.09(b), but including as a result of the automatic reductions of the Multicurrency Commitment on September 30, 2018 or December
31, 2018), the Borrower shall prepay (but subject to Sections 2.09(f) and (g)) Loans (and/or provide cover for Letters of Credit
as contemplated by Section 2.04(k)) in such amounts as shall be necessary so that the amount of total Revolving Multicurrency
Credit Exposure does not exceed the total Multicurrency Commitments.”.


SECTION
3.3.


Section
9.01 of the Credit Agreement. Section 9.01(a)(i) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:


“if
to the Borrower, to it at:


Bryn
Mawr Funding LLC


c/o
FS Energy and Power Fund


201
Rouse Boulevard


Philadelphia,
PA 19112


Attention:
Edward T. Gallivan, Jr., Chief Financial Officer


Telecopy
Number: (215) 222-4649


Direct
Telephone: (215) 220-4531


Main
Telephone: (215) 495-1150


E-mail:
FSEP_Team@fsinvestments.com; credit.notices@fsinvestments.com


with
a copy to (which shall not constitute notice):


Dechert
LLP


1095
Avenue of the Americas


New
York, NY 10036


Attention:
Jay R. Alicandri, Esq.


Telecopy
Number: 212-698-3599


E-mail:
jay.alicandri@dechert.com”.


SECTION
3.4.


Schedule
1.01(a) of the Credit Agreement. Schedule 1.01(a) of the Credit Agreement is hereby amended and restated in its entirety in
the form of Annex A attached hereto.




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ARTICLE
IV


CONDITIONS
TO EFFECTIVENESS


SECTION
4.1


Effective
Date. This Amendment shall become effective on the date (the “First Amendment Effective Date”) when the
Administrative Agent shall have received counterparts of this Amendment duly executed and delivered on behalf of the Borrower,
FSEP, the Issuing Bank and each of the Lenders party hereto.


ARTICLE
V


MISCELLANEOUS


SECTION
5.1.


Representations.
The Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of it, enforceable
against it in accordance with its terms, (ii) upon the effectiveness of this Amendment, no Default or Event of Default shall exist
and (iii) the representations and warranties of the Borrower and FSEP set forth in the Loan Documents, as applicable, are true
and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse
Effect, which shall be true and correct in all respects) on and as of the date hereof, or, as to any such representation or warranty
that refers to a specific date, as of such specific date.


SECTION
5.2.


Cross-References.
References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.


SECTION
5.3.


Loan
Document Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement, as amended hereby, including Article VIII thereof.


SECTION
5.4.


Successors
and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


SECTION
5.5.


Counterparts. This Amendment 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 of this Amendment by telecopy or electronically (e.g. pdf) shall be effective as delivery of a
manually executed counterpart of this Amendment.


SECTION
5.6.


Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.




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SECTION
5.7.


Full
Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants,
conditions and other provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue
to be, and shall remain, in full force and effect in accordance with their respective terms. The amendment set forth herein shall
be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other terms or provisions of the Credit Agreement or any other Loan Document
or of any transaction or further or future action on the part of the Borrower. Upon and after the execution of this Amendment
by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents
to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.


SECTION
5.8.


Reaffirmation.
FSEP hereby consents to the terms of this Amendment, confirms that its Guarantee under the FSEP Guaranty and its pledge under
the FSEP Pledge Agreement remain unaltered and in full force and effect and hereby reaffirms, ratifies and confirms the terms
and conditions of the FSEP Guaranty and FSEP Pledge Agreement and any Liens granted thereunder.




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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.





	BORROWER:	BRYN MAWR FUNDING LLC
	 	 
	 	 
	 	By:	/s/
    Edward T. Gallivan, Jr.	 
	 	Name:	Edward
    T. Gallivan, Jr.	 
	 	Title:	Chief
    Financial Officer	 



 






    	 	 	SIGNATURE
                                         PAGE TO FIRST AMENDMENT - Bryn Mawr



     

    

 





	 	BARCLAYS BANK PLC
	 	as Administrative Agent, as Issuing
    Bank and as a Lender
	 	 
	 	 
	 	By:	/s/
    Nicholas Guzzardo	 
	 	Name:	Nicholas
    Guzzardo	 
	 	Title:	Assistant
    Vice President	 



 


 






    	 	 	SIGNATURE
                                         PAGE TO FIRST AMENDMENT - Bryn Mawr



     

    

 





	 	Solely with respect to Section 5.8:
	 	 
	 	FS
    Energy and Power Fund
	 	 
	 	 
	 	By:	/s/
    Edward T. Gallivan, Jr.	 
	 	Name:	Edward
    T. Gallivan, Jr.	 
	 	Title:	Chief
    Financial Officer	 



 








    	 	 	SIGNATURE
                                         PAGE TO FIRST AMENDMENT - Bryn Mawr



     

    

Annex
A


Schedule 1.01(a)


Dollar
Commitments


 


	Lender	Commitment
    Amount 
	Total
    Dollar Commitments	$0


 


Multicurrency
Commitments


 


	Lender	Commitment
    Amount (in millions) from the First Amendment Effective Date to (but excluding) September 30, 2018	Commitment
    Amount (in millions) from September 30, 2018 to (but excluding) December 31, 2018	Commitment
    Amount (in millions) from December 31, 2018 to (but excluding) the Revolver Termination Date
	Barclays
    Bank PLC	$100,000,000	$75,000,000	$50,000,000
	Total
    Multicurrency Commitments	$100,000,000	$75,000,000	$50,000,000