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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 12, 2024
BioXcel
Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-38410 |
|
82-1386754 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
555
Long Wharf Drive
New
Haven, CT 06511
(Address of principal executive offices, including
Zip Code)
(475)
238-6837
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common
Stock, par value $0.001 |
|
BTAI |
|
The Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 |
Entry into a Material Definitive Agreement. |
The Third Amendment to Credit Agreement and Guaranty
On February 12, 2024, BioXcel Therapeutics,
Inc. (the “Company”) entered into the Third Amendment to Credit Agreement and Guaranty (the “Third
Amendment”), which amended the Credit Agreement and Guaranty, dated April 19, 2022, by and among the Company, as the borrower,
certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the
“Lenders”), and Oaktree Fund Administration LLC (“OFA”) as administrative agent (as amended by the Waiver
and First Amendment to Credit Agreement and Guaranty, dated as of November 13, 2023, and the Second Amendment to Credit Agreement
and Guaranty and Termination of Revenue Interest Financing Agreement, dated as of December 5, 2023, the “Existing Credit
Agreement”). Pursuant to the Third Amendment, the Lenders agreed to waive the covenant that the Company shall not receive a
report and opinion from the Company’s independent auditors that contains a “going concern” or like qualification
or exception or emphasis of matter of going concern footnote with respect to the Company’s financial statements for the fiscal
year ended December 31, 2023 and, as a result, such event shall not be an event of default. As a condition to the effectiveness of the Third Amendment, among other things, the Company shall
have received at least $40.0 million in gross proceeds from a registered public sale of the Company’s common stock, warrants
and/or pre-funded warrants.
The foregoing summary of the Third Amendment is
qualified in its entirety by the complete text of such agreement, a copy of which is filed hereto as Exhibit 10.1.
On February 12, 2024, the Company announced that
the U.S. Food and Drug Administration designated as a Fast Track development program the investigation of BXCL701 in combination with
a checkpoint inhibitor for the treatment of patients with metastatic small cell neuroendocrine prostate cancer with progression on chemotherapy
and no evidence of microsatellite instability.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Third Amendment to Credit Agreement and Guaranty dated February 12, 2024, which amended the Credit Agreement and Guaranty, dated April 19, 2022, by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto, and Oaktree Fund Administration LLC, as administrative agent (as amended by the Waiver and First Amendment to Credit Agreement and Guaranty, dated as of November 13, 2023 and the Second Amendment to Credit Agreement and Guaranty and Termination of Revenue Interest Financing Agreement dated as of December 5, 2023) |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 12, 2024 |
BIOXCEL THERAPEUTICS, INC. |
|
|
|
/s/ Richard Steinhart |
|
Richard Steinhart |
|
Chief Financial Officer |
Exhibit 10.1
THIRD
AMENDMENT TO Credit agreement AND guaranty
EXECUTION VERSION
This Third Amendment to Credit
Agreement and Guaranty (this “Amendment”) is made as of February 12, 2024, by and among BIOXCEL THERAPEUTICS, INC.,
a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”
and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the
Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
WHEREAS, the Borrower, the
Administrative Agent and the Lenders previously entered into that certain Credit Agreement and Guaranty, dated as of April 19, 2022
(including the exhibits and other attachments thereto, as amended by that certain Waiver and First Amendment to Credit Agreement and
Guaranty, dated as of November 13, 2023 and that certain Second Amendment to Credit Agreement and Guaranty and Termination of Revenue
Interest Financing, dated as of December 5, 2023, the “Existing Credit Agreement”, and as further amended
by this Amendment, the “Credit Agreement”);
WHEREAS, the Borrower, the
Administrative Agent and the Lenders have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, for and in
consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by the parties hereto, each of the Borrower, the Administrative Agent and the Lenders party hereto hereby covenant and agree as follows:
| 1. | Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Existing Credit Agreement. |
2. Amendment.
Subject to the satisfaction of the conditions precedent specified in Section 4 hereof and the condition subsequent specified in
Section 5 hereof, Section 8.01(b) of the Existing Credit Agreement shall be deleted in its entirety and replaced as follows:
“(b) as
soon as available and in any event within ninety (90) days after the end of each fiscal year (i) the consolidated balance sheets
of the Borrower and its Subsidiaries as of the end of such fiscal year and (ii) the related consolidated statements of income, stockholders’
equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case prepared in all material respects in accordance
with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year,
accompanied by a report and opinion thereon of Ernst & Young U.S. LLP or another firm of independent certified public accountants
of recognized national standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and such report and opinion shall not be subject to (x) except with respect to the report
and opinion delivered for the fiscal year ending on December 31, 2023, any “going concern” or like qualification or
exception or emphasis of matter of going concern footnote or (y) any qualification or exception as to the scope of such audit, and
in the case of such consolidated financial statements, certified by a Responsible Officer of the Borrower; provided that documents required
to be furnished pursuant to this Section 8.01(b) shall be deemed furnished on the date that such documents are publicly available
on “EDGAR”;”.
| 3. | Reaffirmation
of Loan Documents. Except as otherwise expressly provided herein, the parties hereto
agree that all terms and conditions of the Existing Credit Agreement and the other Loan Documents
remain in full force and effect. The Borrower hereby confirms that the Security Documents
and all of the Collateral described therein do, and shall continue to, secure the payment
in full and performance of all of the Obligations. |
| 4. | Conditions
Precedent to Effectiveness. The effectiveness of this Amendment shall be subject to the
following conditions precedent: |
| (a) | This
Amendment shall have been duly executed and delivered to the Administrative Agent by the
Borrower and the Lenders, which constitute the “Majority Lenders” as defined
in the Existing Credit Agreement; |
| (b) | Each
of the representations and warranties in Section 6 of this Amendment, Section 7
of the Credit Agreement and in the other Loan Documents shall be true, accurate and complete
in all material respects (unless such representations are already qualified by reference
to materiality, Material Adverse Effect or similar language, in which case such representations
and warranties shall be true and correct in all respects) on and as of the date hereof with
the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all respects on and as of such earlier date;
and |
| (c) | At
the time of and after giving effect to this Amendment, no fact or condition exists that constitutes,
or with the passage of time, the giving of notice, or both, would constitute, a Default or
Event of Default. |
| (d) | Condition
Subsequent to Effectiveness. In addition to the conditions precedent set forth in the
preceding Section 4, the effectiveness of this Amendment shall be subject to (i) the
Borrower’s receipt after the date hereof and on or before February 20, 2024 of
at least $40,000,000 in gross proceeds from a registered public sale of Borrower’s
common stock, warrants and/or pre-funded warrants (excluding any investor previously agreed
between the Company and the Agent) and (ii) the Borrower shall have paid all costs,
fees and expenses of the Administrative Agent and the Lenders, including, without limitation,
the fees and expenses of Sullivan & Cromwell LLP, as outside counsel to Administrative
Agent and the Oaktree Lenders, and the fees and expenses of Shearman & Sterling
LLP, as outside counsel to Q Boost Holding LLC, incurred in connection herewith. |
| 5. | Representations
and Warranties. The Borrower hereby represents and warrants: |
| (a) | None
of the execution, delivery and performance by the Borrower of this Amendment and the documents,
instruments and agreements executed in connection herewith (collectively, the “Amendment
Documents”) or performance under the Amendment Documents (i) requires any
Governmental Approval of, registration or filing with, or any other action by, any Governmental
Authority or any other Person, except for (x) such as have been obtained or made and
are in full force and effect and (y) filings and recordings in respect of perfecting
or recording the Liens created pursuant to the Security Documents, (ii) will violate
(1) any Law, (2) any Organic Document of the Borrower or any of its Subsidiaries
or (3) any order of any Governmental Authority, that in the case of clause (ii)(1) or
clause (ii)(3), individually or in the aggregate, would reasonably be expected to
result in a Material Adverse Effect, (iii) will violate or result in a default under
any Material Agreement binding upon the Borrower or any of its Subsidiaries that, individually
or in the aggregate, would reasonably be expected to result in a Material Adverse Effect
or (iv) will result in the creation or imposition of any Lien (other than Permitted
Liens) on any asset of the Borrower or any of its Subsidiaries. |
| (b) | This
Amendment and the other Amendment Documents have been duly authorized by all necessary corporate
or other organizational action including, if required, approval by all necessary holders
of Equity Interests, and duly executed and delivered by the Borrower and constitutes, and
each of the Amendment Documents when executed and delivered by the Borrower will constitute,
a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors’ rights and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law). |
| (a) | In
consideration of this Amendment and agreements of the Administrative Agent and the Lenders
contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Borrower (the “Releasing Party”),
on behalf of itself and its successors, assigns and other legal representatives hereby absolutely,
unconditionally and irrevocably releases, remises and forever discharges the Administrative
Agent and the Lenders and their respective present and former shareholders, affiliates, subsidiaries,
divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives,
in each case solely in their capacities relative to the Lenders and not in any other capacity
such party may have relative to the Releasing Party (the Administrative Agent, each Lender
and all such other Persons being hereinafter referred to collectively as the “Releasees”
and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums
of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower
or any of its successors, assigns or other legal representatives may now or hereafter own,
hold, have or claim to have against the Releasees or any of them for, upon, or by reason
of any circumstance, action, cause or thing whatsoever which arises at any time on or prior
to the date hereof, for or on account of, or in relation to, or in any way in connection
with the Credit Agreement or any of the other Loan Documents or transactions thereunder (any
of the foregoing, a “Claim” and collectively, the “Claims”).
The Releasing Party expressly acknowledges and agrees, with respect to the Claims, that it
waives, to the fullest extent permitted by applicable law, any and all provisions, rights
and benefits conferred by any applicable U.S. federal or state law, or any principle of U.S.
common law, that would otherwise limit a release or discharge of any unknown Claims pursuant
to this Section 7. Furthermore, the Releasing Party hereby absolutely, unconditionally
and irrevocably covenants and agrees with and in favor of each Releasee that it will not
sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis
of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 7.
The foregoing release, covenant and waivers of this Section 7 shall survive and remain
in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment or prepayment of any of the Loans, or the termination of the Credit
Agreement, this Amendment, any other Loan Document or any provision hereof or thereof. |
| (b) | Each
Releasing Party understands, acknowledges and agrees that its release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against
any action, suit or other proceeding which may be instituted, prosecuted or attempted in
breach of the provisions of such release. |
| (c) | Each
Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could
now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above. |
| 7. | Fees
and Expenses. The Borrower agrees to pay on demand (a) all out-of-pocket fees, costs
and expenses of the Administrative Agent and the Lenders accrued prior to the date hereof
and (b) all out-of-pocket fees, costs and expenses of the Administrative Agent and the
Lenders incurred in connection with the preparation, execution and delivery of (i) this
Amendment, (ii) any Amendment Documents, other Loan Documents or other post-closing
amendments, agreements, arrangements or documentation, (iii) any other instruments and
documents to be delivered hereunder or thereunder, in each case of clauses (a) and (b),
including the fees and expenses of Sullivan & Cromwell LLP, as outside counsel to
Administrative Agent and the Oaktree Lenders, and Shearman & Sterling LLP, as outside
counsel to Q Boost Holding LLC, with respect thereto. |
| (a) | Except
as otherwise expressly provided herein, all provisions of the Credit Agreement and the other
Loan Documents remain in full force and effect. This Amendment shall constitute a Loan Document. |
| (b) | This
Amendment may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. An executed facsimile or electronic copy of this Amendment
shall be effective for all purposes as an original hereof. |
| (c) | This
Amendment expresses the entire understanding of the parties with respect to the amendments
contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof. |
| (d) | This
Amendment and its contents shall be subject to the governing law, indemnification, venue,
service of process, waivers of jury trial and severability provisions of the Existing Credit
Agreement, mutatis mutandis. |
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
|
BORROWER: |
|
|
|
BIOXCEL
THERAPEUTICS, INC. |
|
|
|
By: |
/s/
Vimal Mehta |
|
Name: |
Vimal Mehta |
|
Title: |
Chief Executive Officer |
|
|
|
|
Address for Notices:
555 Long Wharf Drive, 12th Floor
New Haven, CT
06511
With a copy to (which shall not constitute notice):
Cooley LLP
3 Embarcadero Center
20th Floor
San Francisco, CA 94111-4004
Attn: Mischi a Marca
Email: gmamarca@cooley.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
ADMINISTRATIVE AGENT: |
|
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|
OAKTREE FUND ADMINISTRATION, LLC |
|
|
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By: |
Oaktree Capital Management, L.P. |
|
Its: |
Managing Member |
|
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|
|
By: |
/s/ Matthew Stewart |
|
|
Name: Matthew Stewart |
|
|
Title: Managing Director |
|
|
|
|
By: |
/s/ Mary Gallegly |
|
|
Name: Mary Gallegly |
|
|
Title: Managing Director |
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third
Amendment to Credit Agreement and Guaranty]
|
LENDERS: |
|
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OAKTREE-TCDRS STRATEGIC CREDIT, LLC |
|
|
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By: |
Oaktree Capital Management, L.P. |
|
Its: |
Manager |
|
|
|
|
|
|
By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
|
Title: |
Managing Director |
|
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
OAKTREE-FORREST MULTI-STRATEGY, LLC |
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|
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By: |
Oaktree Capital Management, L.P. |
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Its: |
Manager |
|
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|
|
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By: |
|
/s/ Matthew Stewart |
|
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Name: |
Matthew Stewart |
|
|
Title: |
Managing Director |
|
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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OAKTREE-TBMR STRATEGIC CREDIT FUND C,
LLC |
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By: |
Oaktree Capital Management, L.P. |
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Its: |
Manager |
|
|
|
|
|
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By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
|
Title: |
Managing Director |
|
|
|
|
|
By: |
|
Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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OAKTREE-TBMR
STRATEGIC CREDIT FUND F, LLC |
|
|
|
By: |
Oaktree Capital
Management, L.P. |
|
Its: |
Manager |
|
|
|
|
|
|
By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
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Title: |
Managing Director |
|
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
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Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th
Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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OAKTREE-TBMR
STRATEGIC CREDIT FUND G, LLC |
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|
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By: |
Oaktree Capital
Management, L.P. |
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Its: |
Manager |
|
|
|
|
|
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By: |
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/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
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Title: |
Managing Director |
|
|
|
|
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By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
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|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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OAKTREE-TSE
16 STRATEGIC CREDIT, LLC |
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|
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By: |
Oaktree Capital
Management, L.P. |
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Its: |
Manager |
|
|
|
|
|
|
By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
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Title: |
Managing Director |
|
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
|
|
|
|
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
INPRS STRATEGIC
CREDIT HOLDINGS, LLC |
|
|
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By: |
Oaktree Capital
Management, L.P. |
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Its: |
Manager |
|
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|
|
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By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
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|
Title: |
Managing Director |
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
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[Signature Page to
Third Amendment to Credit Agreement and Guaranty]
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OAKTREE SPECIALTY
LENDING CORPORATION |
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By: |
Oaktree Fund Advisors,
LLC |
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Its: |
Investment Adviser |
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By: |
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/s/ Matthew Stewart |
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Name: |
Matthew Stewart |
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Title: |
Managing Director |
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By: |
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/s/ Mary Gallegly |
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Name: |
Mary Gallegly |
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Title: |
Managing Director |
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|
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Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
OAKTREE STRATEGIC
CREDIT FUND |
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By: |
Oaktree Fund Advisors,
LLC |
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Its: |
Investment Adviser |
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By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
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Title: |
Managing Director |
|
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|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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OAKTREE GCP
FUND DELAWARE HOLDINGS, L.P. |
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By: |
Oaktree Global
Credit Plus Fund GP, L.P. |
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Its: |
General Partner |
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By: |
Oaktree Global Credit Plus
Fund GP Ltd. |
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Its: |
General Partner |
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By: Its: |
Oaktree Capital Management,
L.P.
Director |
|
By: |
|
/s/ Matthew Stewart |
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Name: |
Matthew Stewart |
|
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Title: |
Managing Director |
|
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|
|
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By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th
Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to
Third Amendment to Credit Agreement and Guaranty]
|
OAKTREE DIVERSIFIED
INCOME FUND INC. |
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By: |
Oaktree Fund Advisors,
LLC |
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Its: |
Investment Adviser |
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|
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By: |
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/s/ Matthew Stewart |
|
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Name: |
Matthew Stewart |
|
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Title: |
Managing Director |
|
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|
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By: |
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/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Managing Director |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
OAKTREE AZ STRATEGIC
LENDING FUND, L.P. |
|
|
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By: |
Oaktree AZ Strategic
Lending Fund GP, L.P. |
|
Its: |
General Partner |
|
|
|
|
By: |
Oaktree Fund GP IIA, LLC |
|
Its: |
General Partner |
|
|
|
|
By: |
Oaktree Fund GP II, L.P. |
|
Its: |
Managing Member |
|
By: |
|
/s/ Matthew Stewart |
|
|
Name: |
Matthew Stewart |
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
By: |
|
/s/ Mary Gallegly |
|
|
Name: |
Mary Gallegly |
|
|
Title: |
Authorized Signatory |
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to
Third Amendment to Credit Agreement and Guaranty]
|
Oaktree LSL Fund Holdings
EURRC S.à r.l.
26A, boulevard Royal L-2449
Luxembourg, Grand Duchy of Luxembourg
R.C.S Luxembourg Number: B269245 |
|
|
|
By: |
|
/s/ Martin Eckel |
|
|
Name: |
Martin Eckel |
|
|
Title: |
Manager |
|
|
|
|
|
By: |
|
/s/ Flora Verrecchia |
|
|
Name: |
Flora Verrecchia |
|
|
Title: |
Manager |
|
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
OAKTREE LSL
FUND DELAWARE HOLDINGS EURRC, L.P. |
|
|
|
By: |
Oaktree Life Sciences
Lending Fund GP, L.P. |
|
Its: |
General Partner |
|
|
|
|
By: |
Oaktree Life Sciences Lending
Fund GP Ltd. |
|
Its: |
General Partner |
|
|
|
|
By: Its: |
Oaktree Capital Management,
L.P.
Director |
|
|
|
|
By: |
/s/ Matthew Stewart |
|
|
Name: Matthew Stewart |
|
|
Title: Managing Director |
|
|
|
|
By: |
/s/ Mary Gallegly |
|
|
Name: Mary Gallegly |
|
|
Title: Managing Director |
|
|
|
|
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: Oaktreeagency@alterdomus.com
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: AmKumar@oaktreecapital.com
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
|
Q BOOST HOLDING LLC
|
|
By: |
/s/ Ahmed Nasser Al-Abdulghani |
|
Name: Ahmed Nasser
Al-Abdulghani |
|
Title: Director |
|
|
|
Address for Notices:
c/o Qatar Investment Authority
Ooredoo Tower (Building 14)
Al Dafna Street (Street 801)
Al Dafna (Zone 61) Doha, Qatar
A copy (which shall not constitute notice) shall also be sent
to:
General Counsel
Qatar Investment Authority
Ooredoo Tower (Building 14)
Al Dafna Street (Street 801)
Al Dafna (Zone 61)
Doha, Qatar
Email: notices.legal@qia.qa
A copy (which shall not constitute notice) shall also be sent
to:
Shearman & Sterling LLP
535 Mission Street, 25th Floor
San Francisco, CA 94105
Attn: Michael S. Dorf
Tomasz Kulawik
Email: mdorf@shearman.com
tomasz.kulawik@shearman.com |
[Signature Page to Third Amendment to
Credit Agreement and Guaranty]
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