Blackstone Private Credit Fund Sample Contracts
REGISTRATION RIGHTS AGREEMENT by and among Blackstone Private Credit Fund, Wells Fargo Securities, LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Barclays Capital Inc. and SMBC Nikko Securities America, Inc. Dated as of November 22, 2024Registration Rights Agreement • November 22nd, 2024 • Blackstone Private Credit Fund • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 22, 2024, by and among Blackstone Private Credit Fund, a Delaware statutory trust (the “Company”), and Wells Fargo Securities, LLC, Citigroup Global Markets Inc, Goldman Sachs & Co. LLC, Barclays Capital Inc., and SMBC Nikko Securities America, Inc, as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $600,000,000 aggregate principal amount of the Company’s 6.000% Notes due 2034 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
CUSTODIAN AGREEMENTCustodian Agreement • March 5th, 2021 • Blackstone Private Credit Fund • Massachusetts
This Agreement, dated as of October 5, 2020, is between BLACKSTONE PRIVATE CREDIT FUND, a statutory trust organized and existing under the laws of the State of Delaware (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
ContractRevolving Credit and Security Agreement • March 9th, 2022 • Blackstone Private Credit Fund • New York
This FOURTH AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of November 18, 2021 (the “Amendment Date”), is entered into by and among BCRED BARD PEAK FUNDING LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party hereto, BNP PARIBAS, as swingline lender (in such capacity, the “Swingline Lender”), BNP PARIBAS, as the administrative agent (in such capacity, the “Administrative Agent”), BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust, as the equityholder (in such capacity, the “Equityholder”), BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust, as the servicer (in such capacity, the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”).
ContractCredit and Security Agreement • March 9th, 2022 • Blackstone Private Credit Fund • New York
MENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT, dated as of December 21, 2021 (this “Amendment”), among BCRED Castle Peak Funding LLC, as borrower (the “Borrower”), Blackstone Private Credit Fund, as collateral manager (the “Collateral Manager”), Citibank, N.A., as a Lender, Citibank, N.A., as administrative agent (the “Administrative Agent”), Wilmington Trust, National Association, as collateral agent (the “Collateral Agent”), collateral custodian (the “Collateral Custodian”) and collateral administrator (the “Collateral Administrator”) and each New Lender (as defined below).
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT as amended by that certain Amendment No. 1 and Extension Agreement, dated as of June 9, 2023 dated as of May 6, 2022, between BLACKSTONE PRIVATE CREDIT FUND The LENDERS Party Hereto and CITIBANK,...Senior Secured Credit Agreement • June 13th, 2023 • Blackstone Private Credit Fund • New York
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of May 6, 2022 (this “Agreement”), among BLACKSTONE PRIVATE CREDIT FUND, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 13th, 2024 • Blackstone Private Credit Fund • New York
This Second Amended and Restated Investment Advisory Agreement, effective as of January 1, 2025, is made by and between Blackstone Private Credit Fund, a Delaware statutory trust (herein referred to as the “Fund”) and Blackstone Private Credit Strategies LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).
ContractLoan Financing and Servicing Agreement • May 10th, 2023 • Blackstone Private Credit Fund • New York
FIFTH AMENDMENT TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of April 4, 2023 (this “Amendment”), among BCRED DENALI PEAK FUNDING LLC, as borrower (the “Borrower”), BCRED TWIN PEAKS LLC, as servicer (the “Servicer”), each LENDER party hereto, the AGENTS for the Lender Groups from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), and DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent (in such capacity, the “Facility Agent”).
ADMINISTRATION AGREEMENT BETWEEN BLACKSTONE PRIVATE CREDIT FUND AND BLACKSTONE PRIVATE CREDIT STRATEGIES LLCAdministration Agreement • November 13th, 2024 • Blackstone Private Credit Fund • New York
This Agreement (“Agreement”) is made as of November 7, 2024, by and between Blackstone Private Credit Fund, a Delaware statutory trust (the “Fund”), and Blackstone Private Credit Strategies LLC, a Delaware limited liability company (the “Administrator”).
AGENCY AGREEMENTAgency Agreement • March 5th, 2021 • Blackstone Private Credit Fund • New York
THIS AGREEMENT made the 5th day of October, 2020, by and between, BLACKSTONE PRIVATE CREDIT FUND, an entity organized under the laws of the State of Delaware, with offices at 345 Park Avenue, 42nd Floor, New York, New York 10154 (the “Fund” or “Company”), and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):
Blackstone Private Credit Fund $500,000,000 5.54% Series 2025A Senior Notes, Tranche A due March 25, 2031 $500,000,000 5.79% Series 2025A Senior Notes, Tranche B due March 25, 2033 Master Note Purchase Agreement Dated March 25, 2025Master Note Purchase Agreement • March 26th, 2025 • Blackstone Private Credit Fund • New York
LOAN AND SERVICING AGREEMENT dated as of October 11, 2018 GSO STONE STREET LLC, as Borrower GSO DIRECT LENDING FUND-D LP, as Servicer and Equityholder THE LENDERS FROM TIME TO TIME PARTIES HERETO, SOCIÉTÉ GENERALE, as Agent THE OTHER LENDER AGENTS...Loan and Servicing Agreement • March 11th, 2021 • Blackstone Private Credit Fund • New York
THIS LOAN AND SERVICING AGREEMENT is made and entered into as of October 11, 2018, among GSO STONE STREET LLC, a Delaware limited liability company (the “Borrower”), GSO DIRECT LENDING FUND-D LP, a Delaware limited partnership, as Servicer (as hereinafter defined) and as Equityholder (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, a “Lender Agent”), Virtus Group, LP, as Collateral Administrator (as hereinafter defined), Citibank, N.A., as Collateral Agent and Collateral Custodian (each as hereinafter defined), and SOCIÉTÉ GENERALE, as Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
BLACKSTONE PRIVATE CREDIT FUND (a Delaware statutory trust) $150,000,000 Aggregate Principal Amount 7.300% Notes due 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2025 • Blackstone Private Credit Fund • New York
Blackstone Private Credit Fund, a Delaware statutory trust (the “Company”), proposes to issue and sell $150,000,000 aggregate principal amount of 7.300% Notes due 2028 (the “Securities”). It is understood that, subject to the conditions hereinafter stated, the Securities will be sold by the Company to the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom SMBC Nikko Securities America, Inc. shall act as the representative of the Underwriters (the “Representative”).
BLACKSTONE PRIVATE CREDIT FUND 7.49% Series D Senior Notes due October 11, 2027 MASTER NOTE PURCHASE AGREEMENT Dated October 11, 2022Master Note Purchase Agreement • October 13th, 2022 • Blackstone Private Credit Fund • New York
ESCROW AGREEMENTEscrow Agreement • March 5th, 2021 • Blackstone Private Credit Fund • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of October 5, 2020, is entered into by and among Blackstone Private Credit Fund, a Delaware statutory trust (the “Fund”), Blackstone Securities Partners L.P., a Delaware limited partnership, as dealer manager for the Fund (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
INTERMEDIARY MANAGER AGREEMENTIntermediary Manager Agreement • March 5th, 2021 • Blackstone Private Credit Fund • New York
This Intermediary Manager Agreement (this “Agreement”) is entered into by and between Blackstone Private Credit Fund, a Delaware statutory trust (the “Company”) and Blackstone Securities Partners L.P. (the “Intermediary Manager”).
AMENDMENT NO. 2 dated as of June 12, 2024 (this “Amendment”), to the Amended and Restated Senior Secured Credit Agreement dated as of May 6, 2022 (as amended by that certain First Amendment to the Amended and Restated Senior Secured Credit Agreement...Senior Secured Credit Agreement • August 13th, 2024 • Blackstone Private Credit Fund • New York
AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of May 6, 2022 (this “Agreement”), among BLACKSTONE PRIVATE CREDIT FUND, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
AMENDED AND RESTATED FACILITY AGREEMENT dated as of November 16, 2020 between BLACKSTONE PRIVATE CREDIT FUND and GOLDMAN SACHS BANK USAFacility Agreement • March 5th, 2021 • Blackstone Private Credit Fund • New York
AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”) dated as of November 16, 2020 (the “Closing Date”) between BLACKSTONE PRIVATE CREDIT FUND (the “Company”); and GOLDMAN SACHS BANK USA (the “Financing Provider”).
SELECTED INTERMEDIARY AGREEMENT Ladies and Gentlemen:Intermediary Manager Agreement • September 30th, 2020 • Blackstone Private Credit Fund • New York
Blackstone Securities Partners L.P., as the intermediary manager (“Intermediary Manager”) for Blackstone Private Credit Fund (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”) subject to the following terms:
FACILITY AGREEMENT dated as of November 2, 2020 between BLACKSTONE PRIVATE CREDIT FUND and GOLDMAN SACHS BANK USAFacility Agreement • November 6th, 2020 • Blackstone Private Credit Fund • New York
FACILITY AGREEMENT (this “Agreement”) dated as of November 2, 2020 (the “Closing Date”) between BLACKSTONE PRIVATE CREDIT FUND (the “Company”); and GOLDMAN SACHS BANK USA (the “Financing Provider”).
ContractCredit Agreement • March 17th, 2023 • Blackstone Private Credit Fund • New York
WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), the Equityholder, the Administrative Agent, the Designated Subsidiary and U.S. Bank Trust Company, National Association, as collateral agent (as successor in interest to U.S. Bank National Association) (in such capacity, the “Collateral Agent”) have previously entered into that certain Credit Agreement, dated as of January 28, 2021 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Credit Agreement”);
ARTICLE I DefinitionsLoan and Servicing Agreement • March 11th, 2021 • Blackstone Private Credit Fund • New York
THIS LOAN AND SERVICING AGREEMENT is made and entered into as of October 11, 2018, among GSO STONE STREET LLC, a Delaware limited liability company (the “Borrower”), GSO DIRECT LENDING FUND-D LP, a Delaware limited partnership, as Servicer (as hereinafter defined) and as Equityholder (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, a “Lender Agent”), Virtus Group, LP, as Collateral Administrator (as hereinafter defined), Citibank, N.A., as Collateral Agent and Collateral Custodian (each as hereinafter defined), and SOCIÉTÉ GENERALE, as Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of September 9, 2019 (this “Amendment”), among GSO DOWNING STREET LLC, as borrower (the “Borrower”), GSO DIRECT LENDING FUND-D LP, as servicer (the “Servicer”), each LENDER from time to time party...Omnibus Amendment to Transaction Documents • March 11th, 2021 • Blackstone Private Credit Fund • New York
multiplied by (ii) the Collateral Obligation Amount of each such Collateral Obligation plus (b) in the case of each Eligible Collateral Obligation (including, for any Deferrable Collateral Obligation, only the required current cash pay interest thereon) that bears interest at a spread over an index other than a London interbank offered rate based index, (A) the excess for each such Collateral Obligation of the sum of such spread for each such Collateral Obligation and such index for each such Collateral Obligation over the LIBOR Rate for such applicable period of time (which spread or excess may be expressed as a negative percentage) multiplied by (B) the Collateral Obligation Amount of each such Collateral Obligation plus (c) in the case of each Eligible Collateral Obligation (including, for any Deferrable Collateral Obligation, only the required current cash pay interest thereon) that is a Fixed Rate Collateral Obligation, (x) the interest rate for such Collateral Obligation minus th
ContractOmnibus Amendment to Transaction Documents • March 9th, 2022 • Blackstone Private Credit Fund • New York
THIRD OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of September 30, 2021 (this “Amendment”), among BCRED DENALI PEAK FUNDING LLC, as borrower (the “Borrower”), BCRED TWIN PEAKS LLC, as servicer (the “Servicer”), each LENDER from time to time party hereto, the AGENTS for the Lender Groups from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), as collateral agent and collateral custodian (in such capacities, the “Collateral Agent”), and DEUTSCHE BANK AG, NEW YORK BRANCH, as facility agent (in such capacity, the “Facility Agent”).
ARTICLE ICredit Agreement • March 17th, 2023 • Blackstone Private Credit Fund • New York
lesser of (x) $500,000,000 and (y) the then-current aggregate outstanding principal amount of the Equity Contributions multiplied by four (4).
ContractSenior Secured Credit Agreement • August 13th, 2024 • Blackstone Private Credit Fund • New York
AMENDMENT NO. 3 dated as of August 6, 2024 (this “Amendment”), to the Amended and Restated Senior Secured Credit Agreement dated as of May 6, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”), by and among BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust (the “Borrower”), each of the lenders party thereto (the “Existing Lenders”) and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
ContractCredit Agreement • March 17th, 2023 • Blackstone Private Credit Fund • New York
WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”), Blackstone Private Credit Fund, as equityholder, the Administrative Agent, the designated subsidiaries from time to time party thereto and U.S. Bank Trust Company, National Association, as collateral agent (as successor in interest to U.S. Bank National Association) (in such capacity, the “Collateral Agent”) have previously entered into that certain Credit Agreement, dated as of January 28, 2021 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Credit Agreement”);
ContractLoan and Servicing Agreement • March 11th, 2021 • Blackstone Private Credit Fund • New York
AMENDMENT NO. 4 TO LOAN AND SERVICING AGREEMENT, dated as of June 4, 2020 (this “Amendment”), among GSO Stone Street LLC, a Delaware limited liability company (the “Borrower”), GSO Direct Lending Fund-D LP, as servicer (the “Servicer”) and equityholder (the “Equityholder”), Société Generale, as agent (the “Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”), Citibank, N.A., as the collateral agent and collateral custodian (the “Collateral Agent”) and Virtus Group, LP, as the collateral administrator (the “Collateral Administrator”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2021 • Blackstone Private Credit Fund • Texas
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 5, 2021, is entered into by and among Blackstone Private Credit Fund, a Delaware statutory trust (“Purchaser”), Purchaser’s investment adviser, Blackstone Credit BDC Advisors LLC, a Delaware limited liability company (“Adviser”) (solely for purposes of Section 8), BCRED Twin Peaks LLC, a Delaware limited liability company (“Holdco”) (solely for purposes of Section 1(d)), Teacher Retirement System of Texas (solely for purposes of Section 1(c)), and Twin Peaks Parent LLC, a Delaware limited liability company not affiliated with Purchaser or Adviser (“Seller”), that operates as a separately managed account.
ContractOmnibus Amendment to Transaction Documents • March 11th, 2021 • Blackstone Private Credit Fund • New York
OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of March 5, 2021 (this “Amendment”), among GSO STONE STREET LLC, as borrower (the “Borrower”), GSO DIRECT LENDING FUND-D LP, as servicer (the “Servicer”) and equityholder (the “Equityholder”), SOCIÉTÉ GENERALE, as agent (the “Agent”) and each LENDER from time to time party hereto (each a “Lender” and collectively, the “Lenders”).
ContractLoan Financing and Servicing Agreement • March 11th, 2021 • Blackstone Private Credit Fund • New York
SECOND AMENDMENT TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of November 12, 2020 (this “Amendment”), among GSO DOWNING STREET LLC, as borrower (the “Borrower”), GSO DIRECT LENDING FUND-D LP, as servicer (the “Servicer”), each LENDER from time to time party hereto, the AGENTS for the Lender Groups from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as facility agent (in such capacity, the “Facility Agent”) and U.S. BANK NATIONAL ASSOCIATION, as collateral agent and collateral custodian.
ContractSecond Omnibus Amendment to Transaction Documents • March 11th, 2021 • Blackstone Private Credit Fund • New York
SECOND OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of March 5, 2021 (this “Amendment”), among GSO DOWNING STREET LLC, as borrower (the “Borrower”), GSO DIRECT LENDING FUND-D LP, as servicer (the “Servicer”), each LENDER from time to time party hereto, the AGENTS for the Lender Groups from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”) and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as facility agent (in such capacity, the “Facility Agent”).
ARTICLE I DefinitionsLoan and Servicing Agreement • March 11th, 2021 • Blackstone Private Credit Fund • New York
THIS LOAN AND SERVICING AGREEMENT is made and entered into as of October 11, 2018, among GSO STONE STREET LLC, a Delaware limited liability company (the “Borrower”), GSO DIRECT LENDING FUND-D LP, a Delaware limited partnership, as Servicer (as hereinafter defined) and as Equityholder (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, a “Lender Agent”), Virtus Group, LP, as Collateral Administrator (as hereinafter defined), Citibank, N.A., as Collateral Agent and Collateral Custodian (each as hereinafter defined), and SOCIÉTÉ GENERALE, as Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”).
FOURTH AMENDMENT TO LOAN FINANCING AND SERVICINGLoan Financing and Servicing Agreement • March 17th, 2023 • Blackstone Private Credit Fund • New York
AGREEMENT, dated as of March 9, 2022 (this “Amendment”), among BCRED DENALI PEAK FUNDING LLC, as borrower (the “Borrower”), BCRED TWIN PEAKS LLC, as servicer (the “Servicer”), each LENDER party hereto, the AGENTS for the Lender Groups from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), WILMINGTON TRUST, NATIONAL
EXECUTION VERSION USActive 55852351.8 INDENTURE among BCRED BSL CLO 2021-1, LTD. as Issuer BCRED BSL CLO 2021-1, LLC as Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee June 29, 2021Indenture • August 16th, 2021 • Blackstone Private Credit Fund • New York
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 27th, 2020 • Blackstone Private Credit Fund • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ]th day of [ ], 2020, by and between BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust (the “Fund”), and GSO ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).