Form: 8-K

Current report

June 26, 2025

Documents

Exhibit 10.1

EXECUTION VERSION

COMMITMENT INCREASE AGREEMENT

June 26, 2025

JPMorgan Chase Bank, N.A., as

Administrative Agent

500 Stanton Christiana Road

NCC 5, Floor 1

Newark, DE 19713-2107

Attention: Loan & Agency Services Group

Ladies and Gentlemen:

We refer to the Senior Secured Revolving Credit Agreement dated as of June 23, 2022 (as amended by that certain Amendment No.1 dated as of October 30, 2023, as further amended by that certain Amendment No. 2 dated as of June 11, 2024, as further amended by that certain Amendment No. 3 dated as of April 29, 2025, and as further amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among HPS Corporate Lending Fund (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated June 26, 2025 (the “Increase Request”) from the Borrower to the Administrative Agent that the aggregate amount of the Commitments be increased on the terms and subject to the conditions set forth herein.

A. Commitment Increase. Pursuant to Section 2.08(e) of the Credit Agreement, Canadian Imperial Bank of Commerce (the “Assuming Lender”), hereby agrees to make a Multicurrency Commitment in the amount set forth in Schedule I hereto pursuant to the instruction of the Administrative Agent, such Multicurrency Commitment to be effective as of the Increase Date (as defined in the Increase Request); provided that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower, dated the Increase Date, in substantially the form of Exhibit I hereto.

B. Confirmation of Assuming Lender. The Assuming Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) acknowledges and agrees that, from and after the Increase Date, the making of the associated Multicurrency Commitments shall be governed for all purposes by the Credit Agreement and the other Loan Documents.

C. Counterparts. This Commitment Increase Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Commitment Increase Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures (including, for the avoidance of doubt, electronic signatures utilizing the DocuSign platform) or the keeping of


EXECUTION VERSION

 

records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

D. Consent of Administrative Agent and Issuing Banks. Pursuant to Section 2.08(e)(i)(C) of the Credit Agreement, the Administrative Agent and each of the undersigned Issuing Banks consent to the Commitment Increase and the execution of this Commitment Increase Agreement by the Assuming Lenders.

E. Governing Law. This Commitment Increase Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise and whether at law or in equity) based upon or arising out of this Commitment Increase Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York. Sections 9.09 and 9.10 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

F. Miscellaneous. This Commitment Increase Agreement shall be deemed a “Loan Document” as such term is defined in Section 1.01 of the Credit Agreement.


EXECUTION VERSION

 

Very truly yours,
ASSUMING LENDER
CANADIAN IMPERIAL BANK OF COMMERCE
By:  

/s/ Kathryn Lagroix

  Name: Kathryn Lagroix
  Title: Managing Director


EXECUTION VERSION

 

Accepted and agreed:
HPS CORPORATE LENDING FUND
By:  

/s/ Robert Busch

Name: Robert Busch
Title:  Chief Financial Officer


EXECUTION VERSION

 

Acknowledged and agreed:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Issuing Bank

By:  

/s/ Kevin Faber

  Name: Kevin Faber
  Title: Executive Director

BANK OF AMERICA, N.A.,

as Issuing Bank

By:  

/s/ Sidhima Daruka

  Name: Sidhima Daruka
  Title: Director

GOLDMAN SACHS BANK USA,

as Issuing Bank

By:  

/s/ Priyankush Goswami

  Name: Priyankush Goswami
  Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Issuing Bank

By:  

/s/ Ryan Noll

  Name: Ryan Noll
  Title: Vice President

SUMITOMO MITSUI BANKING CORPORATION,

as Issuing Bank

By:  

/s/ Shane Klein

  Name: Shane Klein
  Title: Managing Director


EXECUTION VERSION

 

SCHEDULE I

 

Assuming Lender

   Commitment Increase  

Canadian Imperial Bank of Commerce

   $ 75,000,000  (Multicurrency)