1761936128
EXHIBIT 10.6
EXECUTIONCOPY
COMMITMENTINCREASESUPPLEMENT
August5,2026
SumitomoMitsuiBankingCorporation 277 Park Avenue
New York, NY 10172 Attention:MarkGiannini Phone: 201-761-8663
Re:BainCapitalPrivateCredit(the“Company”) Ladies and Gentlemen:
We refer to (a) that certain Senior Secured Revolving Credit Agreement, dated as of December 29, 2023 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of November 13, 2024, that certain Second Amendment to Senior Secured Revolving Credit Agreement, dated as of December 18, 2024, that certain Third Amendment to Senior Secured Revolving Credit Agreement, dated as of January 30, 2026, and that certain Fourth Amendment to Senior Secured RevolvingCredit Agreement, dated as of July 14, 2026, and as further amended, restated, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used in this Response Letter(asdefinedbelow)andnototherwisedefinedhavethemeaningsforsuchtermssetforthin theCreditAgreement), byandamongtheCompany,theLendersandIssuingBanksfromtimeto time partythereto and Sumitomo Mitsui BankingCorporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of August 5, 2026, provided by the Company to the Administrative Agent (the “Notice”).
Byreturningtous an executed counterparthereof,the Administrative Agentindicatesits agreement to a Commitment Increase Date of August 5, 2026, notwithstanding the requirement in Section 2.08(e)(i) of the Credit Agreement that the Commitment Increase Date be no earlier than three Business Days after delivery of notice by the Company.
Pursuant to the Notice and Section 2.08(e) of the Credit Agreement, we deliver this Response Letter to confirm that each of the Company and each of the entities identified as Assuming Lenders in Schedule Ihereto (the “Assuming Lenders” and each, an “AssumingLender”) agrees that, effective upon the satisfaction of the Commitment Increase Date, each Assuming Lender does hereby become a “Lender” under and for all purposes of the Credit Agreement with a Commitment in the amount and of such Class specified on Schedule Ihereto for such Lender. Without limiting the foregoing, each Assuming Lender hereby agrees to be bound byand complywith all of theterms andprovisions oftheCreditAgreementapplicableto it as a “Lender” thereunder and that it will perform in accordance with its terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a
1761936128
EXHIBIT 10.6
Lender.EachAssumingLenderrepresentsandwarrantsthatithasfullpowerandauthority,and has taken all action necessary, to execute and deliver this Response Letter and to consummate the transactions contemplated herebyand to become a Lender under the Credit Agreement.
ThisResponseLettershallbebindingupon,andinuretothebenefitof,thepartieshereto and their respectivesuccessors and permitted assigns.This Response Letter maybeexecuted in any number of counterparts, which together shall constitute one instrument.Delivery of an executed counterpart of a signature page of this Response Letter by telecopy, email, or other electronic method of transmission (e.g., PDF) shall be effective as delivery of a manually executed counterpart of this Response Letter.This Response Letter shall be governed by, and construed in accordance with, the laws of the State of New York. The provisions of Section 9.09(b) (Submission to Jurisdiction), Section 9.09(c) (Waiver of Venue) and Section 9.09(d) (Service of Process) of the Credit Agreement are incorporated into this Response Letter as if fully set forth herein, mutatis mutandis.The parties hereto hereby agree that this Response Letter is a Commitment Increase Supplement and a Loan Document.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTEDBYAPPLICABLELAW,ANYRIGHTITMAYHAVETOATRIALBYJURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS RESPONSE LETTER, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,SEEK TO ENFORCE THE FOREGOINGWAIVER AND(B)ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEEN INDUCED TO ENTER INTO THIS RESPONSE LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
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1761936128
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
Very truly yours,
WESTERNALLIANCEBANK,
asAssumingLender
By: /s/ Brent Edgecumbe
Name: Brent Edgecumbe
Title: Managing Director
JoinderlenderAgreement(WesternAlliance&Citi Joinder)
CITIBANK,N.A.,
asAssumingLender
By: /s/ Patrick Marsh
Name: Patrick Marsh
Title: VicePresident
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
BAINCAPITALPRIVATECREDIT
By: /s/ Amit Joshi
Name: Amit Joshi
Title: ChiefFinancialOfficer
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
ACKNOWLEDGED, ACCEPTED
CONSENTED AND AGREED:
SUMITOMOMITSUIBANKINGCORPORATION,
asAdministrativeAgent, aSwinglineLenderand an IssuingBank
By: /s/Shane Klein
Name: Shane Klein
Title: ManagingDirector
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
JPMORGANCHASEBANK,N.A.¸
asaSwinglineLenderandanIssuingBank
By: /s/ Alfred Chi
Name: Alfred Chi
Title: ExecutiveDirector
JinderLenderAgreement(WesternAlliance&CitiJoinder)
GOLDMANSACHSBANKUSA
as aSwinglineLender andanIssuingBank
By: /s/ Elizabeth Tosin
Name: Elizabeth Tosin
Title: AuthorizedSignatory
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
WELLSFARGOBANK,NATIONALASSOCIATION
asaSwinglineLender andanIssuingBank
By: /s/James Mastroianna
Name: James Mastroianna
Title: ExecutiveDirector
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
THEBANKOFNOVASCOTIA
asanIssuingBank
By: /s/ Aron Lau
Name: Aron Lau
Title: Director
By: /s/ Erica He
Name: Erica He
Title: Director
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
PINNACLEBANK,ATENNESSEEBANK, DBA SYNOVUS BANK
asanIssuingBank
By: /s/ Ricardo Escobedo
Name: Ricardo Escobedo
Title: Director
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
NATIXIS,NEWYORKBRANCH
asanIssuingBank
By: /s/David Martens
Name: David Martens
Title: ManagingDirector
By: /s/Eric Ouyang
Name: Eric Ouyang
Title: Director
Multicurrency Commitment
Dollar Commitment
AssumingLender
1761936128
JoinderLenderAgreement(WesternAlliance&CitiJoinder)
SCHEDULE I
AssumingLenders
WesternAllianceBank
Citibank, N.A.
$0$50,000,000
$0$50,000,000