AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
Exhibit (k)(1)(j)
AMENDMENT NO. 3 TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 3 (this “Third Amendment”) dated as of April 29, 2026 to the Loan and Security Agreement dated as of June 3, 2024 (as amended by Amendment No. 1 to Loan and Security Agreement, dated as of February 3, 2025, as amended by Amendment No. 2 to Loan and Security Agreement, dated as of October 8, 2025, and as further amended from time to time, the “Loan and Security Agreement”), among CRDEX LLC, as borrower (the “Company”); StepStone Private Credit Income Fund (the “Parent”), StepStone Private Credit Income Fund (the “Portfolio Manager” and collectively with the Company, the “StepStone Parties”); the Lenders party thereto; UMB Bank, National Association, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), as collateral administrator (in such capacity, the “Collateral Administrator”) and as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMorgan Chase Bank, National Association, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”).
WHEREAS, pursuant to Section 10.05 of the Loan and Security Agreement, the Company has requested to make certain amendments to the Loan and Security Agreement, and the parties hereto have agreed to amend the Loan and Security Agreement as set forth below.
Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Loan and Security Agreement as amended by this Third Amendment.
ARTICLE II
AMENDMENTS TO THE LOAN AND SECURITY AGREEMENT
Section 2.01 Amendments to Loan and Security Agreement. Each of the parties hereto agrees that, effective on the Third Amendment Effective Date, the Loan and Security Agreement (excluding the Exhibits and Schedules thereto) shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Loan and Security Agreement attached as Exhibit A hereto.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Representations and Warranties. To induce the other parties hereto to enter into this Third Amendment, the StepStone Parties represent and warrant to each other party hereto solely with respect to itself that on and as of the Third Amendment Effective Date, the following statements are true and correct:
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
Section 4.01 Third Amendment Effective Date. This Third Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which each of the following conditions shall have been satisfied:
Section 4.02 Effects of this Third Amendment.
Section 4.03 Conditions Subsequent. The Company shall deliver to the Administrative Agent no later than ten (10) Business Days after the Third Amendment Effective Date, the written opinions of counsels for the Parent in respect of the Parent’s capacity and authority to enter into this Third Amendment which opinions shall be in form and substance satisfactory to the Administrative Agent. The Company hereby agrees that failure to deliver the opinions of counsel required pursuant to this clause 4.03 shall be deemed an Event of Default under the Loan and Security Agreement as amended by this Third Amendment.
ARTICLE V
REAFFIRMATION AND INTEREST RATE ACKNOWLEDGEMENT
Section 5.01 Reaffirmation. Notwithstanding the effectiveness of this Third Amendment and the transactions contemplated hereby, each StepStone Party and StepStone Private Credit Income Fund (in its capacity as parent of the Company) acknowledges and agrees that each Loan Document is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Loan and Security Agreement, as amended hereby).
ARTICLE VI
MISCELLANEOUS
Section 6.01 Governing Law and Jurisdiction.
Section 6.02 Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its invoiced reasonable costs and expenses in connection with this Third Amendment to the extent required pursuant to Section 10.04 of the Loan and Security Agreement.
Section 6.03 Counterparts; Effectiveness. Section 10.10 of the loan and security agreement shall apply to this Third Amendment mutatis mutandis as if fully set forth herein; provided that each reference to “this Agreement” shall be replaced with “this Third Amendment.”
Section 6.04 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.
Section 6.05 Direction. The parties hereto hereby direct the Collateral Agent, the Securities Intermediary and Collateral Administrator to execute this Third Amendment and acknowledge and agree that the Collateral Agent, the Securities Intermediary and Collateral Administrator will be fully protected in relying upon the foregoing direction. In entering into this Third Amendment and the performance of duties hereunder, the Collateral Agent, the Securities Intermediary and Collateral Administrator shall be entitled to all of their rights, benefits, protections, immunities set forth in the Loan Documents.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
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CRDEX LLC, as Company |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Secretary |
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STEPSTONE PRIVATE CREDIT INCOME FUND, as Portfolio Manager |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Secretary |
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STEPSTONE PRIVATE CREDIT INCOME FUND, as the Parent |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Title: |
Secretary |
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[Signature Page to Amendment No. 3]
Administrative Agent and the Lender |
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender |
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By |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
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[Signature Page to Amendment No. 3]
UMB BANK, NATIONAL ASSOCIATION, as Collateral Agent |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Vice President |
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UMB BANK, NATIONAL ASSOCIATION, as Collateral Administrator |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Vice President |
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UMB BANK, NATIONAL ASSOCIATION, as Securities Intermediary |
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By |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Senior Vice President |
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[Signature Page to Amendment No. 3]
Exhibit A
[Amendments to Loan and Security Agreement attached]
Conformed through Amendment No. 23 dated October 8April 29, 20252026
LOAN AND SECURITY AGREEMENT
dated as of
June 3, 2024
among
CRDEX LLC
as the Company
STEPSTONE PRIVATE CREDIT INCOME FUND, as the Parent
The Lenders Party Hereto
The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Administrative Agent and
STEPSTONE PRIVATE CREDIT INCOME FUND,
as Portfolio Manager
or the Portfolio Manager or their respective property that would reasonably be expected to result in a Material Adverse Effect.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such former Person but, which shall not, with respect to the Company, include the obligors under any Portfolio Investment and provided further that for the purposes of determining whether any Portfolio Investment meets the Eligibility Criteria or is subject to the Excess Concentration Limitations, the term Affiliate shall not include any Affiliate relationship that exists solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor. For the purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of any such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
“Agent” has the meaning set forth in Section 9.01.
“Agent Business Day” means any day on which commercial banks settle payments in each of New York City and the city in which the corporate trust office of the Collateral Agent is located (which shall initially be Kansas City, Missouri).
“Agreed Currency” means U.S. Dollars, EUR, GBP, CAD and CHF.
“Agreement” has the meaning set forth in the introductory paragraph hereto.
“Amendment” has the meaning set forth in Section 6.03.
“Amendment No. 2 Closing Date Letter” means the letter agreement dated as of the Amendment No. 2 Effective Date between the Company and the Administrative Agent.
“Amendment No. 2 Effective Date” means October 8, 2025.
“Amendment No. 3 Closing Date Letter” means the letter agreement dated as of the Amendment No. 3 Effective Date between the Company and the Administrative Agent.
“Amendment No. 3 Effective Date” means April 29, 2026.
“Anti-Corruption Laws” means, with respect to a Person, all laws, rules, and regulations of any jurisdiction applicable to that Person from time to time concerning or relating to bribery or corruption.
“Applicable Law” means, for any Person, all existing and future laws, rules, regulations (including the Investment Company Act and temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority applicable to such Person and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.
“Material Amendment” means any amendment, modification or supplement to this Agreement that (i) increases the Financing Commitment of any Lender, (ii) reduces the principal amount of any Advance or reduces the rate of interest thereon, or reduces any fees payable to a Lender hereunder, (iii) postpones the scheduled date of payment of the principal amount of any Advance, or any interest thereon, or any other amounts payable hereunder, or reduces the amount of, waives or excuses any such payment, or postpones the scheduled date of expiration of any Financing Commitment, (iv) changes any provision in a
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manner that would alter the pro rata sharing of payments required hereby or (v) changes any of the provisions of this definition or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder.
“Maturity Date” means the date that is the earliest of (1) the Scheduled Termination Date set forth on the Transaction Schedule, (2) the date on which the Secured Obligations become due and payable upon the occurrence of an Event of Default under Article VII and the acceleration of the Secured Obligations, (3) the date on which the principal amount of the Advances is irrevocably reduced to zero as a result of one or more prepayments and the Financing Commitments are irrevocably terminated, and (4) the date after the occurrence of a Market Value Event on which all Portfolio Investments have been sold and the proceeds therefrom have been received by the Company.
“Maximum Rate” has the meaning set forth in Section 10.08.
“Mezzanine Obligation” means a Portfolio Investment that is not a Senior Secured Loan or a Second Lien Loan.
“Minimum Funding Amount” means, on any date of determination, the amount set forth in the table below:
Period Start Date |
Period End Date |
Financing Commitment |
Minimum Funding Amount ($) |
Minimum Funding Amount (as a percentage of aggregate Financing Commitments) |
June 3, 2024 |
August 31, 2024 |
$100,000,000 |
$0 |
0.0% |
September 1, 2024 |
November 30, 2024 |
$100,000,000 |
$20,000,000 |
20.0% |
December 1, 2024 |
February 2, 2025 |
$100,000,000 |
$45,000,000 |
45.0% |
February 3, 2025 |
February 28, 2025 |
$250,000,000 |
$45,000,000 |
18.0% |
March 1, 2025 |
April 30, 2025 |
$250,000,000 |
$57,500,000 |
23.0% |
May 1, 2025 |
May 31, 2025 |
$250,000,000 |
$87,500,000 |
35.0% |
June 1, 2025 |
July 31, 2025 |
$250,000,000 |
$105,000,000 |
42.0% |
August 1, 2025 |
October 7, 2025 |
$250,000,000 |
$142,500,000 |
57.0% |
October 8, 2025 |
October 31, 2025 |
$350,000,000 |
$142,500,000 |
41.0% |
November 1, 2025 |
January 7, 2026 |
$350,000,000 |
$161,250,000 |
46.0% |
January 8, 2026 |
January 31, 2026 |
$350,000,000 |
$181,250,000 |
52.0% |
February 1, 2026 |
April 7, 2026 |
$350,000,000 |
$207,500,000 |
59.0% |
April 8, 2026 |
July 7April 28, 2026 |
$350,000,000 |
$232,500,000 |
66.0% |
April 29, 2026 |
July 7, 2026 |
$450,000,000 |
$232,500,000 |
52.0% |
July 8, 2026 |
July 28, 2026 |
$450,000,000 |
$245,000,000 |
54.0% |
July 829, 2026 |
October 7, 2026 |
$350,000,00045 0,000,000 |
$245,000,00026 5,000,000 |
70.059.0% |
October 8, 2026 |
October 28, 2026 |
$450,000,000 |
$282,500,000 |
63.0% |
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Period Start Date |
Period End Date |
Financing Commitment |
Minimum Funding Amount ($) |
Minimum Funding Amount (as a percentage of aggregate Financing Commitments) |
October 29, 2026 |
January 28, 2027 |
$450,000,000 |
$307,500,000 |
68.0% |
January 29, 2027 |
April 28, 2027 |
$450,000,000 |
$320,000,000 |
71.0% |
October 8April 29, 20262027 |
Last day of the Reinvestment Period |
$350,000,00045 0,000,000 |
$262,500,00033 7,500,000 |
75.0% |
“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc., or any successor thereto.
“MV Cure Account” means the account established by the Bank or the Securities Intermediary and set forth on the Transaction Schedule and any successor accounts established in connection with the resignation or removal of the Bank or the Securities Intermediary.
“Nationally Recognized Valuation Provider” means (i) Lincoln International LLC (f/k/a Lincoln Partners LLC), (ii) Valuation Research Corporation, (iii) ▇▇▇▇▇▇▇ & Marsal, (iv) ▇▇▇▇▇, Inc., (v) Hilco Valuation Services, (vi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Company, LLP and (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., (each to the extent it is an Independent Appraiser as determined by the Administrative Agent in its sole discretion); provided that any Independent Appraiser may be added to this definition by the Company (with the consent of the Administrative Agent) or added to this definition by the Administrative Agent from time to time by notice thereof to the Company and the Portfolio Manager; provided, further, that the Administrative Agent may remove any provider from this definition by written notice to the Company and the Portfolio Manager so long as, after giving effect to such removal, (x) there are at least three providers designated pursuant to this definition and (y) at least two of the initial providers designated pursuant to this definition as of the Effective Date shall at all times continue to be so designated.
“Net Advances” means the principal amount of the outstanding Advances (inclusive of Advances that have been requested for any outstanding Purchase Commitments which have traded but not settled) minus the amounts then on deposit in the Collateral Accounts (including cash and Eligible Investments) representing Principal Proceeds (excluding any Principal Proceeds which are required to settle any outstanding Purchase Commitments).
“Net Asset Value” means, on any date of determination (after giving effect to Section 1.06), the sum of the product, for each Portfolio Investment, of (x) the Market Value of such Portfolio Investment multiplied by (y) the funded principal amount or face amount, as applicable, of such Portfolio Investment, excluding, for any Delayed Funding Term Loan or Revolving Loan, the unfunded commitment amount thereof; provided that, for the avoidance of doubt, (1) the Concentration Limitation Excess, (2) any Portfolio Investment which has traded but not settled within the applicable Settlement Period and (3) any Ineligible Investments will, in each case, be excluded from the calculation of the Net Asset Value and assigned a value of zero for such purposes.
“NOK”, “NKr” and “Norwegian krone” denote the lawful currency of Norway.
“Non-Call Period” means the period beginning on, and including, the Effective Date and ending on, but excluding, September 3, 2026.
“Non-Traded Asset” means any Loan or Debt Security that is not a Traded Asset.
If the above conditions to an Advance are satisfied or waived by the Administrative Agent, the Portfolio Manager shall determine, in consultation with the Administrative Agent and with notice to the
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Lenders and the Collateral Administrator, the date on which any Advance shall be provided.
SECTION 2.06 Financing Commitment Increase Option. The Company may, on any date during the Reinvestment Period, submit a Financing Commitment Increase Option Request to increase the Financing Commitment by an amount such that the aggregate amount (together with the Initial Financing Commitment and any prior increase in the Financing Commitment) of Financing Commitment does not exceed $350,000,000500,000,000 (any Financing Commitment resulting from the approval of a Financing Commitment Increase Option Request, an “Increased Financing Commitment”). Unless otherwise agreed among JPMCB and any Affiliate thereof that is a Lender, the Administrative Agent and the Company, each increase to the Financing Commitment of the Lenders on a Financing Commitment Increase Date shall be allocated to JPMCB and any Affiliate thereof that is a Lender in the amount(s) designated by such Lenders to the Administrative Agent. Any portion of such increase remaining after allocation in accordance with the immediately preceding sentence (and after allocation of such increase to any additional lender providing all or a portion of such increase) shall be allocated to the Lenders that have notified the Administrative Agent that they wish to participate in such increase on a pro rata basis (determined without giving effect to the Financing Commitments of JPMCB and its Affiliates). Approval by the increasing Lenders of a Financing Commitment Increase Option Request is subject to satisfaction of the following conditions precedent:
receipt by the Administrative Agent of such other documentation as the Administrative Agent may reasonably request, including without limitation, documentation similar to that provided pursuant to Sections 2.04(c), (d) and (f)(ii) on the Effective Date.
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SCHEDULE 1
Transaction Schedule
1. Types of Financing |
Available |
Financing Limit |
Advances |
yes |
Prior to a Financing Commitment Increase Date: $350,000,000450,000,00 0 On and after a Financing Commitment Increase Date, if any, an aggregate amount up to $500,000,000 as approved pursuant to Section 2.06. |
2. Lenders JPMorgan Chase Bank, National Association
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Financing CommitmentPrior to a Financing Commitment Increase Date: $350,000,000450,000,000 On and after a Financing Commitment Increase Date, if any, an aggregate amount up to $500,000,000, as approved pursuant to Section 2.06, in each case, as reduced from time to time pursuant to Section 4.07. |
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3. Scheduled Termination Date |
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With respect to the Initial Commitment, June 3, 2029; With respect to any Increased Financing Commitment, the Scheduled Termination Date thereof as determined pursuant to Section 2.06. |
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4. Interest Rates Applicable Margin for Advances denominated in U.S. Dollars: |
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With respect to interest based on the Term SOFR Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)); With respect to interest based on the applicable Base Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)). |
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Applicable Margin for Advances denominated in CAD: |
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With respect to interest based on Adjusted Term ▇▇▇▇▇, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)); With respect to interest based on the applicable Base Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)). |
Applicable Margin for Advances denominated With respect to interest based on the applicable Daily
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in CHF:
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Simple RFR, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)); With respect to interest based on the applicable Base Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)). |
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Applicable Margin for Advances denominated in GBP:
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With respect to interest based on the applicable Daily Simple RFR, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)); With respect to interest based on the applicable Base Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)). |
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Applicable Margin for Advances denominated in EUR:
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With respect to interest based on the EURIBOR Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)); With respect to interest based on the applicable Base Rate, 2.102.11% per annum (subject to increase in accordance with Section 3.01(b)). |
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5. Account Numbers Interest Collection Subaccount; Principal Collection Subaccount: General Collection Subaccount: MV Cure Account: Unfunded Exposure Account: Operating Account |
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162641.7 (USD), 162641.14 (GBP), 162641.17 (CAD), 162641.11 (EUR) 162641.8 (USD), 162641.15 (GBP), 162641.18 (CAD), 162641.12 (EUR) 162641.20 (USD) 162641.10 162641.9 (USD), 162641.16 (GBP), 162641.19 (CAD), 162641.13 (EUR) 162641.5 |
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6. Market Value Trigger |
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As of any date of determination, the AR in effect as of such date plus 7.5% |
7. Purchases of Restricted Securities
Notwithstanding anything herein to the contrary, no Portfolio Investment may constitute, at the time of initial purchase, a Restricted Security. As used herein, “Restricted Security” means any security that forms part of a new issue of publicly or privately issued securities (a) with respect to which an Affiliate of any Lender that is a “broker” or a “dealer”, within the meaning of the Securities Exchange Act of 1934, participated in the distribution as a member of a selling syndicate or group within 30 days of the proposed purchase by the Company and (b) which the Company proposes to purchase from any such Affiliate of any Lender.
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