Exhibit 10.1
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), dated as of September 25,
2024, is entered into by and between (i) BGSL Big Sky Funding LLC (the Company) and (ii) Bank of America, N.A. (the Bank) (each a Party and, collectively, the
Parties).
W I T N E S S E T H:
WHEREAS, the Company and the Bank, as a Lender and as Administrative Agent, entered into that certain Second Amended and Restated Credit
Agreement, dated as of June 29, 2022, as amended by First Amendment to the Second Amended and Restated Credit Agreement, dated as of March 30, 2023, and Second Amendment to the Second Amended and Restated Credit Agreement, dated as of
June 25, 2024 (the Credit Agreement), and the Bank constitutes the Required Lenders (as defined in the Credit Agreement) as of the date hereof;
WHEREAS, the Company and the Bank wish to amend the Credit Agreement to reflect the changes set forth herein (the Credit Agreement as amended
hereby, the Amended Credit Agreement), and capitalized terms used herein without definitions shall have the meanings assigned to such terms in the Amended Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties hereto covenant and agree as follows:
ARTICLE I
AMENDMENTS TO THE CREDIT AGREEMENT
SECTION 1.1 Definitions.
(a) The definition of Applicable Rate in Section 1.01 of the Credit Agreement is deleted in its entirety and replaced with the
following:
Applicable Rate means (i) from the Closing Date to, but excluding, the Second
Restatement Date, a per annum rate equal to 1.60%, (ii) on and after the Second Restatement Date to, but excluding, September 25, 2024, a per annum rate equal to 1.80%, and (iii) on and after September 25, 2024, a per annum rate equal
to the greater of (i) 1.80% and (ii) the sum of (a) the product of (x) the BSL Rate and (y) the BSL Percentage and (b) the product of (x) the Approval Asset Rate and (y) the Approval Asset Percentage; where:
(a) the BSL Rate means a per annum rate equal to 1.50%;
(b) the BSL Percentage means the quotient of (x) the BSL Average and (y) the Aggregate Average;