FS Investment Corporation 8-K


 


Exhibit
10.1


 


 


EXECUTION COPY


 


 


TENTH AMENDMENT TO CREDIT AGREEMENT


THIS TENTH AMENDMENT
TO CREDIT AGREEMENT, dated as of December 15, 2015 (together with all exhibits and schedules hereto, this “Tenth Amendment”),
is entered into by and between BROAD STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”),
and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as Administrative Agent (in such capacity, the “Administrative
Agent”) and as a lender (DBNY and each other Lender party to the Credit Agreement from time to time, the “Lenders”
and each a “Lender”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned
to such terms in the Credit Agreement described below.


RECITALS:


A.


The Borrower and DBNY
are parties to a Credit Agreement dated as of March 10, 2010 by and among the Borrower and DBNY, as Administrative Agent and as
a Lender, as (i) amended pursuant to that First Amendment to Credit Agreement and to Security Agreement dated as of July 13, 2010,
(ii) further amended pursuant to that Second Amendment to Credit Agreement dated as of November 10, 2010, (iii) further amended
and restated pursuant to that Third Amendment to Credit Agreement dated as of January 28, 2011, (iv) further amended pursuant to
that Fourth Amendment to Credit Agreement dated as of March 23, 2012, (v) further amended pursuant to that Fifth Amendment to Credit
Agreement dated as of March 22, 2013, (vi) further amended pursuant to that Sixth Amendment to Credit Agreement dated as of December
20, 2013, (vii) further amended pursuant to that Seventh Amendment to Credit Agreement dated as of December 18, 2014, (viii) and
further amended pursuant to that Eighth Amendment to Credit Agreement dated as of April 8, 2015, and (ix) and further amended pursuant
to that Ninth Amendment to Credit Agreement dated as of May 14, 2015 (the credit agreement, as amended and amended and restated
prior to the date hereof, the “Credit Agreement” and, the Credit Agreement, as amended by this Tenth Amendment,
the “Amended Credit Agreement”).


B.


The parties hereto
desire, among other things, to amend the Credit Agreement so as to amend the Scheduled Commitment Termination Date.


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


Section
1.


Amendment of Credit
Agreement. Effective as of the Tenth Amendment Closing Date (as defined below), the Credit Agreement is hereby amended as follows:


(a)


The following
definition in Annex I to the Credit Agreement is hereby replaced in its entirety with the following:


““Scheduled Commitment
Termination Date” means January 19, 2016.”




    	 



    	 



    

 


Section
2.


Conditions Precedent.
It shall be a condition precedent to the effectiveness of this Tenth Amendment that each of the following conditions are satisfied
(the first date when all such conditions have been satisfied, or waived by the Administrative Agent, the “Tenth Amendment
Closing Date”):


(a)


Agreements.
The Administrative Agent shall have received executed counterparts of this Tenth Amendment duly executed and delivered by an Authorized
Representative of the Borrower.


(b)


Evidence of
Authority. The Administrative Agent shall have received:


(1)


a certificate of an
Authorized Representative of the Borrower and a Responsible Officer (which could be the same person as the Authorized Representative),
dated the Tenth Amendment Closing Date, as to:


(i)


the authority of
the Borrower to execute and deliver this Tenth Amendment and to perform its obligations under the Amended Credit Agreement, the
Notes, and each other Credit Document executed by it, in each case as amended by this Tenth Amendment and each other instrument,
agreement or other document to be executed in connection with the transactions contemplated in connection herewith and therewith;


(ii)


the authority and
signatures of those Persons authorized on behalf of the Borrower to execute and deliver this Tenth Amendment and the other Credit
Documents to be executed and delivered in connection with this Tenth Amendment and to act with respect to this Tenth Amendment
and each other Credit Document executed or to be executed by the Borrower, upon which certificate each Lender, including each assignee
(whether or not it shall have then become a party hereto), may conclusively rely until it shall have received a further certificate
of the Borrower canceling or amending such prior certificates;


(iii)


the absence of any
changes in the Organic Documents of the Borrower since the copies delivered in connection with the closing of the Fourth Amendment
to Credit Agreement (other than replacement of independent managers or other managers under, and in accordance with, the LLC Agreement);
and


(iv)


such other instruments,
agreements or other documents (certified if requested) as the Administrative Agent may reasonably request.




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(c)


The Administrative
Agent shall have received a certificate of an Authorized Representative of the Borrower and a Responsible Officer (which could
be the same person as the Authorized Representative), in each case on behalf of the Borrower dated as of the Tenth Amendment Closing
Date, in form and substance reasonably satisfactory to the Administrative Agent (which shall be deemed to have been given under
the Credit Agreement), to the effect that, as of such date:


(1)


all conditions set
forth in this Section 2 (CONDITIONS PRECEDENT) have been fulfilled;


(2)


all representations
and warranties of the Borrower set forth in Article 5 of the Credit Agreement (REPRESENTATIONS AND WARRANTIES) are true and correct
in all material respects as if made on the Tenth Amendment Closing Date (unless expressly made as of a certain date, in which case
it shall be true and correct in all material respects as of such date);


(3)


all representations
and warranties set forth in each of the Collateral Documents are true and correct in all material respects as if made on the Tenth
Amendment Closing Date (unless expressly made as of a certain date, in which case it shall be true and correct in all material
respects as of such date); and


(4)


no Default or Event
of Default shall be continuing.


(d)


[Reserved].


(e)


[Reserved].


(f)


[Reserved].


(g)


Closing Fees,
Expenses, etc. The Administrative Agent shall have received for its own account, or for the account of the Lenders, as the
case may be, all fees, costs and expenses then due and payable to it under the Credit Agreement (including, without limitation,
the reasonable fees and disbursements of one counsel for the Administrative Agent incurred in connection with this Tenth Amendment).


(h)


After giving
effect to any requested Borrowing on the Tenth Amendment Closing Date (1) the aggregate principal amount of all Loans outstanding
will not exceed the Maximum Commitment and (2) the Overcollateralization Test is satisfied.


(i)


Satisfactory
Legal Form. All limited liability company and other actions or proceedings taken or required to be taken in connection with
the transactions contemplated hereby and all agreements, instruments, documents and opinions of counsel executed, submitted, or
delivered pursuant to or in connection with this Tenth Amendment by or on behalf of the Borrower shall be reasonably satisfactory
in form and substance to the Administrative Agent and its counsel; all certificates and opinions delivered pursuant to this Tenth
Amendment shall be addressed to the Administrative Agent and the Lenders, or the Administrative Agent and the Lenders shall be
expressly entitled to rely thereon; the Administrative Agent and its counsel shall have received all information, and such number
of counterpart originals or such certified or other copies of such information, as the Administrative Agent or its counsel may
reasonably request; and all legal matters incident to the transactions contemplated by this Tenth Amendment shall be reasonably
satisfactory to counsel to the Administrative Agent.




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Section
3.


Notices. From
and after the Tenth Amendment Effective Date, all notices and other communications provided for under the Credit Documents to the
Administrative Agent and Lender shall be sent to the following address:


Deutsche Bank Securities
Inc.


Attn: Kelly Carver
or Sarah Farrokh


5022 Gate Parkway,
Suite 400


Jacksonville, FL
32256


Facsimile:
(904) 527-6480


 


Section
4.


Miscellaneous.


(a)


GOVERNING
LAW. THIS TENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


(b)


Amendments,
Etc. None of the terms of this Tenth Amendment may be changed, waived, discharged or terminated unless such change, waiver,
discharge or termination is in writing signed by the Borrower and the Administrative Agent (or other applicable party thereto as
the case may be), and each such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given.


(c)


Severability.
If any one or more of the covenants, agreements, provisions or terms of this Tenth Amendment shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Tenth Amendment and shall in no way affect the validity or enforceability of the other provisions
of this Tenth Amendment.


(d)


Counterparts.
This Tenth Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one and the same instrument.


(e)


Successors
and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.


(f)


Captions.
The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Tenth Amendment.


(g)


Entire Agreement.
This Tenth Amendment constitutes a final and complete integration of all prior expressions by the parties hereto with respect to
the subject matter hereof and shall (together with the Amended Credit Agreement and the Security Agreement) constitute the entire
agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other
writings with respect thereto.


[Signature pages follow]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Tenth Amendment to be duly executed and delivered as of the day and year first above written.


 





	 	BORROWER
	 	 
	 	 
	 	BROAD STREET FUNDING LLC, 

as Borrower 
	 	 
	 	 
	 	By:	/s/ Gerald F. Stahlecker	 
	 	 	Name:   Gerald F. Stahlecker 
	 	 	Title:     Executive Vice President 
	 	 



 




    	 



    	 



    

 











	 	ADMINISTRATIVE AGENT:
	 	 
	 	DEUTSCHE BANK AG , NEW YORK BRANCH 
 as Administrative Agent
	 	 
	 	 
	 	By:	/s/ Ian R. Jackson	 
	 	 	Name:    Ian R. Jackson
	 	 	Title:      Director
	 	 
	 	By:	/s/ Satish Ramakrishna	 
	 	 	Name:    Satish Ramakrishna  
	 	 	Title:      Managing Director
	 	 




 







    	 



    	 



    

 


  


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, 
 as Lender
	 	 
	 	 
	 	By:	/s/ Ian R. Jackson	 
	 	 	Name:    Ian R. Jackson
	 	 	Title:      Director
	 	 
	 	By:	/s/ David Dirvin	 
	 	 	Name:    David Dirvin
	 	 	Title:      Managing Director