This SECOND SUPPLEMENTAL INDENTURE, dated as of June 17, 2024 (this “Second Supplemental Indenture”), among Sixth Street Lending Partners, a Delaware statutory trust (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below) as supplemented by the First Supplemental Indenture (as defined below) unless otherwise defined herein.
W I T N E S S E T H:
WHEREAS, the Issuer and the Trustee are party to an Indenture, dated as of March 11, 2024 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 11, 2024 (the “First Supplemental Indenture”, and collectively with the Base Indenture and this Second Supplemental Indenture, the “Indenture”) to provide for the issuance by the Company from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in the Base Indenture;
WHEREAS, pursuant to the Indenture, the Issuer initially issued $600.0 million aggregate principal amount of its 6.500% Notes due 2029 (the “Initial Notes”);
WHEREAS, Section 9.01(vii) of the Indenture provides that the Issuer may establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 therein;
WHEREAS, Section 1.01 of the First Supplemental Indenture provides that under a Board Resolution , Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Issuer may, from time to time, without the consent of the Holders of Notes, issue Additional Notes having the same ranking and same interest rate, maturity, CUSIP number and other terms as the Initial Notes; provided such Additional Notes must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount, or otherwise (ii) be part of the same issue as the Initial Notes;
WHEREAS, the Issuer wishes to issue an additional $150.0 million of its 6.500% Notes due 2029 as Additional Notes (as defined in the Indenture) under the Indenture (the “Additional Securities”);
WHEREAS, in connection with the issuance of the Additional Securities, the Issuer has duly authorized the execution and delivery of this Second Supplemental Indenture; and
WHEREAS, pursuant to Sections 2.01, 3.01 and 9.01 of the Indenture, the parties hereto are authorized to execute and deliver this Second Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
