HPS CORPORATE LENDING FUND as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of January 30, 2024 Providing for the Issuance of Debt SecuritiesHPS Corporate Lending Fund • January 30th, 2024 • New York
This Indenture (as defined herein) is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.
REVOLVING CREDIT AND SECURITY AGREEMENT among HLEND HOLDINGS D, L.P., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BNP PARIBAS, as Administrative Agent, HPS CORPORATE LENDING FUND, as Equityholder, HPS CORPORATE LENDING FUND, as...Credit and Security Agreement • April 4th, 2023 • HPS Corporate Lending Fund • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of March 31, 2023, among HLEND HOLDINGS D, L.P., a Delaware limited partnership, as borrower (the “Borrower”), the Lenders from time to time party hereto, BNP Paribas (“BNP”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), HPS Corporate Lending Fund, a Delaware Statutory Trust (in such capacity, the “Equityholder”), HPS Corporate Lending Fund, a Delaware Statutory Trust, as collateral manager (in such capacity, the “Collateral Manager”), and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT by and among HPS Corporate Lending Fund, BNP Paribas Securities Corp. BofA Securities, Inc. Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc. Dated as of January 30, 2024Registration Rights Agreement • January 30th, 2024 • HPS Corporate Lending Fund • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2024, by and among HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., BofA Securities, Inc., Goldman Sachs & Co. LLC, and SMBC Nikko Securities America, Inc., as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $550,000,000 aggregate principal amount of the Company’s 6.750% Notes due 2029 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 30th, 2023 • HPS Corporate Lending Fund • New York
This Amended and Restated Investment Advisory Agreement, dated and effective as of June 30, 2023 (this “Agreement”), is made by and among HPS Corporate Lending Fund, a Delaware statutory trust (herein referred to as the “Fund”), HPS Advisors, LLC, a Delaware limited liability company (herein referred to as the “Adviser” or “HPS Advisors”), and HPS Investment Partners, LLC, a Delaware limited liability company (“HPS”).
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN HPS CORPORATE LENDING FUND AND HPS INVESTMENT PARTNERS, LLCAdministration Agreement • June 30th, 2023 • HPS Corporate Lending Fund • New York
This Second Amended and Restated Administration Agreement (“Agreement”) is made as of June 30, 2023 by and between HPS Corporate Lending Fund, a Delaware statutory trust (the “Fund”), and HPS Investment Partners, LLC, a Delaware limited partnership (the “Administrator”).
HPS CORPORATE LENDING FUND $276,000,000 8.12% Series A Senior Notes, Tranche A, due March 15, 2026 $124,000,000 8.17% Series A Senior Notes, Tranche B, due March 15, 2028 MASTER NOTE PURCHASE AGREEMENT Dated March 15, 2023Master Note Purchase Agreement • March 20th, 2023 • HPS Corporate Lending Fund • New York
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature block, by and among HPS CORPORATE LENDING FUND, a Delaware statutory trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
This Managing Dealer Agreement (this “Agreement”) is entered into by and between HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and Emerson Equity LLC (the “Managing Dealer”).
CUSTODY AGREEMENT dated as of November 30, 2021 by and between HPS CORPORATE LENDING FUND (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian” and “Document Custodian”)Custody Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of November 30, 2021 and is by and between HPS CORPORATE LENDING FUND (and any successor or permitted assign, the “Company”), a statutory trust organized under the laws of the State of Delaware, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 20th, 2022 • HPS Corporate Lending Fund • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 20th day of January, 2022, by and between HPS CORPORATE LENDING FUND, a Delaware statutory trust (the “Fund”), and HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (the “Adviser”).
SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature block, by and between HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company, (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”) and HPS Corporate Lending Fund (the “Fund”), a Delaware statutory trust, solely with respect to Sections 6 and 11 hereof.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • HPS Corporate Lending Fund • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of March 31, 2023, among HLEND HOLDINGS D, L.P., a Delaware limited partnership, as borrower (the “Borrower”), the Lenders from time to time party hereto, BNP Paribas (“BNP”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), HPS Corporate Lending Fund, a Delaware Statutory Trust (in such capacity, the “Equityholder”), HPS Corporate Lending Fund, a Delaware Statutory Trust, as collateral manager (in such capacity, the “Collateral Manager”), and U.S. Bank Trust Company, National Association, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).
CREDIT AGREEMENTCredit Agreement • July 25th, 2022 • HPS Corporate Lending Fund • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 19, 2022, among HLEND HOLDINGS B, L.P., a Delaware limited partnership (the “Borrower”), HLEND HOLDINGS B GP, LLC, a Delaware limited liability company (the “Borrower GP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), HPS CORPORATE LENDING FUND, as Servicer (the “Servicer”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Administrator (in such capacity, the “Collateral Administrator”) and U.S. BANK NATIONAL ASSOCIATION, as Collateral Custodian (in such capacity, the “Collateral Custodian”).
FORM OF EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • September 10th, 2021 • HPS Corporate Lending Fund • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 2021, by and between HPS CORPORATE LENDING FUND, a Delaware statutory trust (the “Fund”), and HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (the “Adviser”).
ESCROW AGREEMENTEscrow Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
THIS AGREEMENT (this “Agreement”) is entered into effective as of September 21, 2021, by and between HPS Corporate Lending Fund (the “Issuer”), Emerson Equity LLC. (the “Placement Agent”), U.S. Bank National Association (the “Escrow Agent”), a national banking association and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (the “Processing Agent”).
COMMITMENT INCREASE AGREEMENT January 17, 2024Commitment Increase Agreement • January 18th, 2024 • HPS Corporate Lending Fund • New York
SECOND AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of December 23, 2022 (the “Amendment Date”), among HLEND Holdings A, L.P., a Delaware limited partnership, as the borrower (the “Borrower”), HPS Corporate Lending Fund, a...Loan and Servicing Agreement • December 27th, 2022 • HPS Corporate Lending Fund • New York
WHEREAS, the Borrower, the Servicer, the Lenders and the Administrative Agent are party to that certain Loan and Servicing Agreement, dated as of February 3, 2022 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, the Servicer, HPS Corporate Lending Fund, as the transferor, the Lenders, each of the other lenders from time to time party thereto, the Administrative Agent, U.S. Bank Trust Company, National Association, as the collateral agent and U.S. Bank National Association, as the account bank and the collateral custodian, providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower; and
COMMITMENT INCREASE AGREEMENT November 3, 2022Commitment Increase Agreement • November 4th, 2022 • HPS Corporate Lending Fund • New York
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • January 7th, 2022 • HPS Corporate Lending Fund • New York
THIS AGREEMENT is made and entered into as of the last date on the signature block, by and between HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (the “Administrator”), U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”), and HPS Corporate Lending Fund (the “Fund”), a Delaware stautory trust, solely with respect to Sections 9 and 14 hereof.
CREDIT AGREEMENT dated as of January 12, 2023 among HLEND Holdings C, L.P., as Borrower, HPS Corporate Lending Fund, as Equity Holder, the Lenders Referred to Herein, U.S. Bank Trust Company, National Association, as Administrative Agent and U.S....Credit Agreement • January 18th, 2023 • HPS Corporate Lending Fund • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
FORM OF FUND ACCOUNTING SERVICING AGREEMENTAccounting Servicing Agreement • September 10th, 2021 • HPS Corporate Lending Fund • New York
THIS AGREEMENT is made and entered into as of the last date on the signature block, by and between HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (the “Administrator”), U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”), and HPS Corporate Lending Fund (the “Fund”), a Delaware stautory trust, solely with respect to Sections 9 and 14 hereof.
Up to U.S. $600,000,000 LOAN AND SERVICING AGREEMENT Dated as of February 3, 2022 among HLEND HOLDINGS A, L.P., as the Borrower HPS CORPORATE LENDING FUND, as the Transferor HPS CORPORATE LENDING FUND, as the Servicer MORGAN STANLEY SENIOR FUNDING,...Assignment and Acceptance • February 4th, 2022 • HPS Corporate Lending Fund • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
ULTRA III, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 1, 2023Limited Liability Company Agreement • June 7th, 2023 • HPS Corporate Lending Fund • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF ULTRA III, LLC (the “Company”), is made as of June 1, 2023, by and among the “Members” from time to time parties hereto.
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • September 10th, 2021 • HPS Corporate Lending Fund • New York
THIS AGREEMENT (this “Agreement”) is entered into effective as of __________, by and between HPS Corporate Lending Fund (the “Issuer”), Emerson Equity LLC. (the “Placement Agent”), U.S. Bank National Association (the “Escrow Agent”), a national banking association and U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (the “Processing Agent”).
ContractCredit Agreement • September 21st, 2022 • HPS Corporate Lending Fund • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 16, 2022 (the “Amendment Effective Date”), among HLEND HOLDINGS B, L.P. (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”) and HPS CORPORATE LENDING FUND (together with its successors and assigns, the “Servicer”).
INDENTURE by and between HLEND CLO 2023-1, LLC, Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee Dated as of October 5, 2023Indenture Agreement • October 11th, 2023 • HPS Corporate Lending Fund • New York
INDENTURE AGREEMENT, dated as of October 5, 2023, between HLEND CLO 2023-1, LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
ContractAmendment Agreement • June 27th, 2023 • HPS Corporate Lending Fund
AMENDMENT AGREEMENT dated as of June 22, 2023 (this “Amendment”) to the Credit Agreement dated as of January 12, 2023 (as amended, restated, amended and restated, supplemented and otherwise modified, from time to time, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”) among HLEND Holdings C, L.P., as borrower (the “Borrower”); HPS Corporate Lending Fund, as equity holder (“Equity Holder”); the Lenders party thereto (the “Existing Lenders”); U.S. Bank Trust Company, National Association, as Administrative Agent (the “Administrative Agent”) and U.S. Collateral Agent (the “U.S. Collateral Agent”); U.S. Bank National Association, as U.S. Custodian (the “U.S. Custodian”) and Document Custodian (the “Document Custodian”); and Blackstone Asset Based Finance Advisors LP (“Blackstone Representative” and together with all the aforementioned parties, the “Existing Credit Agreement Parties”).
COMMITMENT INCREASE AGREEMENT July 12, 2023Commitment Increase Agreement • July 17th, 2023 • HPS Corporate Lending Fund • New York
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • June 30th, 2023 • HPS Corporate Lending Fund
This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of June, 2023, by and among HPS CORPORATE LENDING FUND, a Delaware statutory trust (the “Fund”), and HPS ADVISORS, LLC, a Delaware limited liability company (the “Adviser” or “HPS Advisors”), and HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (“HPS”).
AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT among HPS Corporate Lending Fund, as Seller, HLEND CLO 2023-1 Investments, LLC, as Intermediate Seller and HLEND CLO 2023-1, LLC as Purchaser Dated as of October 5, 2023Sale and Contribution Agreement • October 11th, 2023 • HPS Corporate Lending Fund • New York
This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of October 5, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among HPS Corporate Lending Fund, a Delaware statutory trust, as seller (in such capacity together with successors and permitted assigns, the “Seller”), HLEND CLO 2023-1 Investments, LLC, a Delaware limited liability company (in such capacity, the “Intermediate Seller”) and HLEND CLO 2023-1, LLC, a Delaware limited liability company (in such capacity, the “Purchaser”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • April 11th, 2024 • HPS Corporate Lending Fund • New York
This Managing Dealer Agreement (this “Agreement”) is entered into by and between HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and HPS Securities, LLC (the “Managing Dealer”).
HPS CORPORATE LENDING FUND SUBSCRIPTION AGREEMENTSubscription Agreement • September 10th, 2021 • HPS Corporate Lending Fund
This Subscription Agreement is entered into this 23rd day of July, 2021 by and between HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and HPS Investment Partners, LLC (the “Subscriber”);
HPS CORPORATE LENDING FUND FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of September 14, 2023 Re: $75,000,000 8.67% Series 2023-B Senior Notes, Tranche A due September 14, 2027 $250,000,000 8.80% Series 2023-B Senior Notes, Tranche B...Master Note Purchase Agreement • September 18th, 2023 • HPS Corporate Lending Fund
This First Supplement to Master Note Purchase Agreement (the “Supplement”) is between HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
FORM OF MANAGING DEALER AGREEMENTForm of Managing Dealer Agreement • September 10th, 2021 • HPS Corporate Lending Fund • New York
This Managing Dealer Agreement (this “Agreement”) is entered into by and between HPS Corporate Lending Fund, a Delaware statutory trust (the “Company”), and Emerson Equity LLC (the “Managing Dealer”).
NOTE PURCHASE AGREEMENT among HLEND CLO 2023-1, LLC, as Issuer, HPS CORPORATE LENDING FUND, as EU/UK Retention Holder And BofA SECURITIES, INC., as Initial Purchaser October 5, 2023Note Purchase Agreement • October 11th, 2023 • HPS Corporate Lending Fund • New York
NOTE PURCHASE AGREEMENT, dated October 5, 2023 (this “Agreement”), among HLEND CLO 2023-1, LLC, a limited liability company formed under the laws of the State of Delaware (the “Issuer”), HPS Corporate Lending Fund (in such capacity, the “EU/UK Retention Holder”) and BofA Securities, Inc. (the “Initial Purchaser”).
