Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Second
Amendment to the Amended and Restated Loan and Security Agreement (this Amendment), dated as of November 15, 2023, is entered into among BGSL JACKSON HOLE FUNDING LLC (the Company), a Delaware limited
liability company, as borrower; the Lenders party hereto; BLACKSTONE SECURED LENDING FUND, in its capacity as portfolio manager (in such capacity, the Portfolio Manager); CITIBANK, N.A., in its capacity as collateral agent (in
such capacity, the Collateral Agent); CITIBANK, N.A., in its capacity as securities intermediary (in such capacity, the Securities Intermediary); VIRTUS GROUP, LP, in its capacity as collateral administrator (in
such capacity, the Collateral Administrator); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the Administrative Agent). Reference is hereby made to the
Amended and Restated Loan and Security Agreement, dated as of December 16, 2021 (as amended by the First Amendment, dated as of October 19, 2022, the Loan and Security Agreement), among parties hereto. Capitalized terms
used herein without definition shall have the meanings assigned thereto in the Loan and Security Agreement.
WHEREAS, the parties hereto
are parties to the Loan and Security Agreement;
WHEREAS, the parties hereto desire to amend the terms of the Loan and Security Agreement
in accordance with Section 10.05 thereof as provided for herein; and
ACCORDINGLY, the Loan and Security Agreement is hereby amended
as follows:
SECTION 1. AMENDMENTS TO THE LOAN AND SECURITY AGREEMENT
The section Certain Defined Terms of the Loan Agreement is hereby amended by deleting the term Reinvestment
Period in its entirety and replacing it with the following:
Reinvestment Period means the period beginning on,
and including, the Effective Date and ending on, but excluding, the earliest of (i) December 18, 2023, (ii) the date on which a Market Value Event occurs (unless waived by the Administrative Agent in its sole discretion) and (iii) the
date on which an Event of Default occurs; provided that, in the case of this clause (iii), with the written consent of the Required Lenders and the Administrative Agent (which consent may be granted or withheld in their respective sole
discretion), at the request of the Portfolio Manager, the Reinvestment Period may be reinstated if such Event of Default is waived or is cured prior to any declaration of the Secured Obligations as due and payable pursuant to Article VII as a result
of such Event of Default.
SECTION 2. CONDITION PRECEDENT. It shall be a condition precedent to the effectiveness of the amendments
set forth in Section 1 of this Amendment that each of the following conditions is satisfied:
(a) The Administrative Agent shall have
received executed counterparts of this Amendment from each party hereto.
(b) The Company hereby certifies that (i) all of the
representations and warranties set forth in Section 6.01 of the Loan and Security Agreement are true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality
qualifiers,
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