EXHIBIT F:
Form of Prepayment Notice EXHIBIT G:
Form of
Rollover/Conversion Notice EXHIBIT H:
Form of Assignment and Acceptance
Agreement EXHIBIT I:
Form of Qualified Borrower Promissory Note EXHIBIT J:
Form of Request for Letter of Credit EXHIBIT K:
Form of Borrower
Guaranty EXHIBIT L:
[Reserved] EXHIBIT M:
Form of Responsible
Officer's Certificate EXHIBIT N:
[Reserved.] EXHIBIT O:
Form of
Joinder Agreement EXHIBIT P:
Form of Extension Request EXHIBIT Q:
[Reserved.] EXHIBIT R:
[Reserved.] EXHIBIT S:
[Reserved.] EXHIBIT T:
[Reserved.] EXHIBIT U:
Form of Facility Increase Request EXHIBIT V:
[Reserved.] EXHIBIT W:
Form of Compliance Certificate
i
REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT (this "Credit Agreement") is dated as of
November 6, 2018, by and among BLACKSTONE / GSO SECURED LENDING FUND, a Delaware
statutory trust (the "Initial Borrower" and, collectively with any Qualified
Borrowers that join the Credit Facility, each, a "Borrower" and collectively,
the "Borrowers"), BANK OF AMERICA, N.A. ("Bank of America"), as the
Administrative Agent and the Letter of Credit Issuer, as the Sole Lead Arranger
(the "Sole Lead Arranger") and as a Lender (in such capacity, the "Initial
Lender"), and each of the other financial institutions from time to time party
hereto as Lenders (together with Bank of America, the "Lenders", and each, a
"Lender").
A. The Initial Borrower has requested that the Lenders make loans and cause the
issuance of letters of credit for the purpose of financing the Borrowers'
investment activities, providing working capital or for other purposes permitted
under the Constituent Documents, and all related documentation, including the
Subscription Agreements and any related Side Letters, of the Borrowers; and
B. The Lenders are willing to lend funds and to cause the issuance of letters of
credit upon the terms and subject to the conditions set forth in this Credit
Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree
as follows:
Section 1. DEFINITIONS
1.1 Defined Terms. For the purposes of this Credit Agreement, unless otherwise
expressly defined, the following terms shall have the respective meanings
assigned to them in this Section 1 or in the Section or recital referred to:
"Adequately Capitalized" means "adequately capitalized" within the meaning of
Section 2(o)(1)(B)(i) of the Bank Holding Company Act of 1956, as amended from
time to time and any successor statute or statutes, and regulations promulgated
thereunder.
"Adjusted LIBOR" means, for any LIBOR Loan for any Interest Period therefor, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
1.0%) equal to the quotient obtained by dividing: (a) LIBOR for the applicable
Interest Period; by (b) one (1) minus the LIBOR Reserve Requirement for such
LIBOR Loan for such Interest Period, if applicable.
"Administration Agreement" means the Administration Agreement, dated as of
October 1, 2018, between the Initial Borrower and the Administrator, as the same
may be amended, restated, modified, supplemented or