EXHIBIT 10.10
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (this “Amendment”), dated as of December 14, 2023, by and among STORE CAPITAL LLC, a Delaware limited liability company (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) and each Lender party hereto (each a “Consenting Lender”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and each of the Lenders party thereto have entered into a certain Credit Agreement, dated as of February 3, 2023 (as amended by that certain Incremental Amendment No. 1, dated as of March 8, 2023, that certain Incremental Amendment No. 2, dated as of October 4, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and
WHEREAS, the Borrower desires to (a) increase the aggregate principal amount of Revolving Commitments and Term Loans permitted to be made pursuant to Incremental Facilities under the Existing Credit Agreement (the “Incremental Cap Increase”), and (b) incur Incremental Term Loans that mature earlier or will mature earlier than the latest maturity date of, and/or that have or will have a weighted average life to maturity shorter than, the existing Classes of Term Loans and Revolving Commitments under the Existing Credit Agreement (such earlier maturing Loans, “Future Incremental Term Loans”), in each case in accordance with and subject to the terms and conditions contained herein.
WHEREAS, (a) the approval of the Requisite Lenders under and as defined in the Existing Credit Agreement is required in order for the Borrower to effectuate the Incremental Cap Increase and (b) the approval of the Requisite Class Lenders of each Class is required in order for the Borrower to incur the Future Incremental Term Loans.
WHEREAS, (a) the Lenders party hereto, constituting the Requisite Lenders under the Existing Credit Agreement, are willing to consent to the Incremental Cap Increase and amend the Existing Credit Agreement as set forth herein to effectuate the foregoing, and (b) the Lenders party hereto, constituting the Requisite Class Lenders of each Class, are willing to consent to the incurrence of Future Incremental Term Loans that mature earlier or will mature earlier than the latest maturity date of, and/or that have or will have a weighted average life to maturity shorter than, such Class.
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:
1
|US-DOCS\146608723.9||
2
3
4
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their authorized officers all as of the day and year first above written.
STORE CAPITAL LLC
By:_/s/ Chad Freed__________________
Name: Chad Freed
Title: Executive Vice President – General Counsel,
Chief Compliance Officer and Secretary
5
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
By:_/s/ James Komperda________________
Name: James Komperda
Title: Senior Vice President
TRUIST BANK, as a Consenting Lender
By:_/s/ Ryan Almond_________________
Name: Ryan Almond
Title: Director
6
KEYBANK NATIONAL ASSOCIATION, as a Consenting Lender
By:_/s/ James Komperda________________
Name: James Komperda
Title: Senior Vice President
Bank of America, N.A., as a Consenting Lender
By:_/s/ Dennis Kwan________________
Name: Dennis Kwan
Title: Senior Vice President
Morgan Stanley Bank, N.A., as a Consenting Lender
By:_/s/ Jack Kuhns________________
Name: Jack Kuhns
Title: Authorized Signatory
JP Morgan Chase Bank, N.A., as a Consenting Lender
By:_/s/ Mayank Sinha________________
Name: Mayank Sinha
Title: Executive Director
Capital One, NATIONAL ASSOCIATION, as a Consenting Lender
By:_/s/ Dennis Haydel________________
Name: Dennis Haydel
Title: Vice President
Citibank, N.a., as a Consenting Lender
By:_/s/ Christopher J. Albano____________
Name: Christopher J. Albano
Title: Authorized Signatory
7
Regions Bank, as a Consenting Lender
By:_/s/ Steve Hall________________
Name: Steve Hall
Title: Senior Vice President
Goldman Sachs Bank USA, as a Consenting Lender
By:_/s/ Jonathan Dworkin________________
Name: Jonathan Dworkin
Title: Authorized Signatory
The Bank of Nova Scotia, as a Consenting Lender
By:_/s/ Allisson Michaels van Dijkum_____
Name: Allison Michaels van Dijkum
Title: Managing Director
S&T Bank, as a Consenting Lender
By:_/s/ Sean Apicella________________
Name: Sean Apicella
Title: Senior Vice President
8