FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTEE AGREEMENT

Exhibit 10.1

 

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND GUARANTEE AGREEMENT (this “First Amendment”), dated as of June 16, 2025, by and among the borrowers set forth on Schedule 1.01(B) hereto (each a “Borrower” and collectively, the “Borrowers”), K-INFRA Metro Aggregator GP LLC, a Delaware limited liability company (“K-INFRA Metro”), K-INFRA Pinnacle LLC, a Delaware limited liability company (“K-INFRA Pinnacle” or the “PassCo Guarantor”), K-INFRA Liquidity Designated Activity Company, an Irish designated activity company (the “Liquidity Guarantor”) (solely for the purposes of Section 2 and Section 3 of this First Amendment), the financial institutions party hereto, as lenders (each a “Lender” and collectively, the “Lenders”) and Mizuho Bank, Ltd. (“Mizuho”), as administrative agent on behalf of the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Finance Parties (in such capacity, the “Collateral Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Credit Agreement (as defined below).

 

WITNESSETH:

 

Reference is made to the Revolving Credit Agreement, dated as of April 3, 2024, entered into by and among the Borrowers, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the lenders party thereto and KKR Capital Markets, as a joint lead arranger, (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as amended by the First Amendment, the “Credit Agreement”). Reference is made to the Guarantee Agreement, dated as of April 3, 2024 by the Liquidity Guarantor and each entity that is or becomes a “PassCo Guarantor” pursuant to Section 12 thereof and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Guarantee Agreement” and as amended by the First Amendment, the “Guarantee Agreement”).

 

WHEREAS, the Borrowers have requested an extension of the Stated Maturity Date to April 3, 2028 (the “Extension”) and the Lenders have agreed to such Extension.

 

WHEREAS, pursuant to Section 2.19 of the Credit Agreement, (i) K-INFRA Dino Limited, a company incorporated in England and Wales (“Dino”) and (ii) K-INFRA Optics Limited, a company incorporated in England and Wales (“Optics” and together with Dino, the “Additional Borrowers”), each hereby agrees to become a “Borrower” under and for all purposes of the Credit Agreement and, as applicable, each other Loan Document. For the avoidance of doubt, all references herein to “Borrower” shall include the Additional Borrowers.

 

WHEREAS, pursuant to Section 6.17 of the Credit Agreement, K-INFRA Pinnacle hereby shall become a “PassCo Guarantor” under and for all purposes of the Credit Agreement, the Guarantee Agreement, and as applicable, each other Loan Document.

 

WHEREAS, the Borrowers have requested the amendment of certain provisions of the Existing Credit Agreement and the Existing Guarantee Agreement as set forth in this First Amendment, and upon the terms and subject to the conditions of this First Amendment.

 

WHEREAS, the Lenders party hereto have agreed to such requests as herein provided.

 

NOW, THEREFORE, in consideration of the promises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Amendments to Existing Credit Agreement and Schedules thereof and the Existing Guarantee Agreement. (a) The Existing Credit Agreement is, effective as of the First Amendment Effective Date, hereby 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 attached as Exhibit A hereto.

 

(b) The Existing Guarantee Agreement is, effective as of the First Amendment Effective Date, hereby 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 attached as Exhibit B hereto.

 

(c) Schedules 1.01(A), 1.01(B), 4.10, 5.02 and 10.01 to the Existing Credit Agreement are, effective as of the First Amendment Effective Date, hereby replaced in its entirety with the Schedule set forth in Exhibit C hereto.

 

SECTION 2. Representations and Warranties. In order to induce the Lenders to enter into this First Amendment and to amend the Existing Credit Agreement and the Existing Guarantee Agreement in the manner provided herein, each Borrower and the Liquidity Guarantor (collectively, the “Loan Parties”) hereby represents and warrants to the Lenders that:

 

(a) Authorization, Binding Effect, Etc.  The execution, delivery and performance by each Loan Party of each of this First Amendment and the other Loan Documents have been duly authorized by all necessary limited partnership or company action on the part of such Loan Party.  Each of this First Amendment and the other Loan Documents has been duly executed and delivered by the Loan Parties and is the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally.

 

(ii) No Default; Representation and Warranties. As of the First Amendment Effective Date, both before and immediately after giving effect to this First Amendment, (x) there exists no Default or Event of Default and (y)(i) With respect to each Borrower, the representations and warranties of the Borrowers contained in Article 4 of the Existing Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, in each case, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) with respect to Liquidity Guarantor, the representations and warranties of Liquidity Guarantor contained in Section 5 of the Guarantee Agreement or any other Loan Document are true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, in each case, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date

 

SECTION 3. Confirmation of Security Interests; Reaffirmation of Loan Documents.

 

By signing this First Amendment, each Borrower and Liquidity Guarantor hereby affirms, reaffirms or confirms, as applicable, as of the date hereof, that (x) the obligations of each Borrower and Liquidity Guarantor under the Existing Credit Agreement and the Existing Guarantee Agreement as modified or supplemented hereby and the other Loan Documents to which it is a party (i) are entitled to the

benefits of the guarantees and the security interests set forth or created in the Existing Credit Agreement, the Existing Guarantee Agreement, the Security Agreement, all other Security Documents and the other Loan Documents, each to which it is a party, and (ii) constitute “Obligations” or such other similar term for purposes of the Credit Agreement, the Guarantee Agreement, the Security Agreement, all other Security Documents and all other Loan Documents, each to which it is a party, and (y) notwithstanding the effectiveness of the terms hereof, the covenants, obligations, guarantees and agreements contained in the Guarantee Agreement, the Security Agreement, the other Security Documents and the other Loan Documents, each to which it is a party, are, and shall continue to be in full force and effect in accordance with the terms thereof, in each case as in effect immediately after giving effect to this First Amendment and the transactions contemplated hereby.

 

For greater certainty and without limiting the foregoing, each Borrower and Liquidity Guarantor hereby confirms that (i) the existing security interests granted by it in favor of the Lenders pursuant to the Loan Documents to which it is a party in the Collateral described therein shall remain in full force and effect, are not hereby released or reduced (except pursuant to Section 5 below), and continue to secure full payment and performance of the Obligations of each Borrower and Liquidity Guarantor under the Credit Agreement, the Guarantee Agreement and the other Loan Documents to which it is a party as and to the extent provided in such Loan Documents and (ii) neither the modification of the Credit Agreement or the modification of the Guarantee Agreement effected pursuant to this First Amendment nor the execution, delivery, performance or effectiveness of this First Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document to which it is a party, and such Liens shall remain in full force and effect, are not hereby released or reduced, and continue to secure full payment and performance of the Obligations of each Borrower and Liquidity Guarantor under the Credit Agreement, the Guarantee Agreement and the other Loan Documents to which it is a party as and to the extent provided in such Loan Documents (except pursuant to Section 5 below).

 

SECTION 4. Conditions to Effectiveness.

 

The effectiveness of this First Amendment shall be subject to the satisfaction of the following conditions (the date on which such conditions are satisfied, the “First Amendment Effective Date”):

 

(a)          each Borrower, Liquidity Guarantor, PassCo Guarantor and each Lender, shall have signed a counterpart hereof and delivered such counterpart to the Administrative Agent;

 

(b)          the Administrative Agent shall have received executed copies of:

 

(i)       a favorable opinion dated as of the First Amendment Effective Date of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrowers, customary for a transaction of this type and otherwise substantially in a form reasonably acceptable to the Administrative Agent;

 

(ii)       a favorable opinion dated as of the First Amendment Effective Date of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Cayman) LLP, Cayman Islands counsel to the Borrowers formed or incorporated in the Cayman Islands and Liquidity Borrower, customary for a transaction of this type and otherwise substantially in a form reasonably acceptable to the Administrative Agent;

 

(iii)       a favorable opinion dated as of the First Amendment Effective Date of ▇▇▇▇▇▇ ▇▇▇ LLP, special Irish counsel to the Liquidity Guarantor, customary for a transaction of this type and otherwise substantially in a form reasonably acceptable to the Administrative Agent; and

 

(iv)       a favorable opinion dated as of the First Amendment Effective Date of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as UK counsel to the Administrative Agent, customary for a transaction of this type and otherwise substantially in a form reasonably acceptable to the Administrative Agent;

 

(c)            as of the First Amendment Effective Date and immediately after giving effect to the amendments contemplated by Section 1 (the “Transactions”), the representations and warranties set forth in Section 2 above are true and correct;

 

(d)           no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or would result immediately after giving effect to the Transactions;

 

(e)         receipt by the Administrative Agent of a certificate from a Responsible Officer of each Borrower covering the matters specified in Section 4(c) and (d) and Section 6(a), in form reasonably satisfactory to the Administrative Agent;

 

(f)          the Additional Borrowers shall have delivered to the Administrative Agent (i) such information and documentation as is requested prior to the First Amendment Effective Date by the Lenders so that each of the Additional Borrowers has become KYC Compliant; provided that any Lender may, in its sole discretion, permit an Additional Borrower to deliver certain such items after the First Amendment Effective Date and (ii) a new or updated Beneficial Ownership Certification, as applicable, in relation to each Additional Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, if so requested by the Administrative Agent or such Lender  prior to the First Amendment Effective Date

 

(g)         the Borrowers shall have paid to the Administrative Agent, for its own account and on account of the Lenders, all fees included in the First Amendment Fee Letter to the parties specified therein;

 

(h)           the Borrowers shall have paid all fees and other amounts due and payable on or before the First Amendment Effective Date (including all expenses payable pursuant to Section 10.02 of the Credit Agreement), including the reasonable fees and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as New York counsel to the Administrative Agent and the to the extent such invoices are received not less than two (2) Business Days prior to the First Amendment Effective Date;

 

(i)         the Administrative Agent shall have received executed counterparts of the UK Security Document, duly executed and delivered by each Additional Borrower party thereto;

 

(j)          in connection with the creation in favor of the Collateral Agent, for the benefit of Finance Parties, of a valid, perfected security interest in the personal property Collateral, the Additional Borrowers shall have delivered to the Collateral Agent a UCC financing statement (or their equivalent) satisfactory to the Collateral Agent with respect to the Collateral together with written evidence satisfactory to the Collateral Agent that the same are ready for filing in the appropriate public filing office(s), in the Collateral Agent’s reasonable discretion, to perfect the Finance Parties’ first priority security interest in its Collateral (subject to Permitted Liens);

 

(k)            if requested by any Lender, the Additional Borrowers shall execute a Note payable to such Lender; and

 

(l)            the Administrative Agent shall have received customary certificates of resolutions or other action authorizing the execution, delivery and performance of this First Amendment and the borrowings hereunder, and certifying the copies of constitutional documentation provided, certificates of

good standing and specimen signatures or certifying that there have been no amendments to the specimen signatures or documents previously delivered to the Administrative Agent.

 

SECTION 5. K-INFRA Metro and K-INFRA Pinnacle.  (a) The Borrowers hereby represent and warrant that K-INFRA Metro and K-INFRA Pinnacle are not currently and have never been “Eligible Borrowers” under the Credit Agreement and were never permitted to be “Borrowers” under the Credit Agreement. Accordingly, it is the intention of the parties hereto to clarify and affirm that K-INFRA Metro and K-INFRA Pinnacle are not Borrowers under the Credit Agreement and shall hereby be treated as having never been joined to the Credit Agreement and the other Loan Documents.  The parties further hereto agree that K-INFRA Metro and K-INFRA Pinnacle were never subject to any obligations under the Credit Agreement and the other Loan Documents and that no security interests, liens and other encumbrances against K-INFRA Metro and K-INFRA Pinnacle were granted.  For the avoidance of doubt, Section 10.08 of the Credit Agreement has not and shall not apply to K-INFRA Metro and K-INFRA Pinnacle.

 

(b)         The Borrowers hereby represent and warrant that (i) no Default or Event of Default will result from the provisions of this Section 5 and (ii) neither K-INFRA Metro nor K-INFRA Pinnacle has any Allocated Loan Amount under the Credit Agreement.

 

SECTION 6. PassCo Guarantor.  (a) The Borrower Representative hereby represents and warrants that the PassCo Guarantor has (1) no outstanding Financial Indebtedness that would be treated as acquisition indebtedness under Section 514 of the Code (either directly or through a pass through Subsidiary) and (2) is not either treated as a corporation for U.S. federal income tax purposes or a direct or indirect Subsidiary (or Economic Holdco) of an entity owned or Controlled by K-INFRA that is treated as a corporation for federal income tax purposes.

 

(b)       Pursuant to Section 12 of the Guarantee Agreement, the PassCo Guarantor hereby agrees to become a “PassCo Guarantor” and a “Guarantor” under and for all purposes of the Guarantee Agreement and, as applicable, each other Loan Document, and Schedule I to the Guarantee Agreement shall be deemed to be supplemented to include the details of the PassCo Guarantor set forth in Exhibit D hereto.  Without limiting the foregoing, the PassCo Guarantor hereby, jointly and severally with the other PassCo Guarantors, guarantees to the Administrative Agent for the benefit of each of the other Beneficiaries (as defined in the Guarantee Agreement), the collection (and not payment or performance) of the Guaranteed Obligations (as defined in the Guarantee Agreement) in the same manner and to the same extent as is provided in Section 2 of the Guarantee Agreement.

 

(c)         The PassCo Guarantor hereby makes the representations and warranties applicable to the PassCo Guarantor set forth in Section 9 of the Guarantee Agreement as of the date hereof with respect to itself and its obligations under this First Amendment, as if each reference in such Sections to the Guarantee Agreement included reference to this First Amendment.

 

SECTION 7. Miscellaneous Provisions.

 

(a)          This First Amendment is a Loan Document executed pursuant to, and in accordance with, the Existing Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, including the rules of construction set forth in Section 1.02 thereof. From and after the First Amendment Effective Date, all references in the Existing Credit Agreement and each of the other Loan Documents to the Existing Credit Agreement shall be deemed to be references to the Credit Agreement.

 

(b)          This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

(c)         This First Amendment shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrowers and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or in electronic format (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this First Amendment.

 

(d)      THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS AND CAUSES OF ACTION ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

(e)         Except as expressly set forth herein, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender under the Existing Credit Agreement, the Existing Guarantee Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Existing Guarantee Agreement or any other provision of the Existing Credit Agreement, the Existing Guarantee Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Except as expressly set forth, nothing herein shall be deemed to entitle Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the Obligations or any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Existing Guarantee Agreement or any other Loan Document in similar or different circumstances.

 

(f)       The headings of this First Amendment are for are included for convenience of reference only and shall not affect the interpretation of or be given any substantive effect under this First Amendment or any other Loan Document.

 

*          *          *

 

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

 

	BORROWERS:
	K-INFRA LIQUIDITY LIMITED K-INFRA PERCIVAL AGGREGATOR GP LLC K-INFRA PEGASUS AGGREGATOR GP LIMITED K-INFRA KYOTO AGGREGATOR GP LIMITED K-INFRA ZEUS AGGREGATOR GP LIMITED K-INFRA STELLAR AGGREGATOR GP LIMITED K-INFRA OAK AGGREGATOR GP LIMITED K-INFRA DENALI AGGREGATOR GP LLC K-INFRA DEVONSHIRE AGGREGATOR GP LIMITED  K-INFRA SIENNA AGGREGATOR GP LIMITED K-INFRA EIGHT MILE AGGREGATOR GP LLC K-INFRA ELBE AGGREGATOR GP LIMITED K-Infra GAMMA AGGREGATOR GP LIMITED K-INFRA PANDA LLC K-INFRA TANGO AGGREGATOR GP LIMITED K-INFRA RUBY AGGREGATOR GP LIMITED KKR EAGLE AGGREGATOR GP LIMITED

 

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇

		Name:	▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Chief Operating Officer

	ADDITIONAL BORROWERS:
	K-INFRA OPTICS LIMITED
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
		Title:	Director

	K-INFRA DINO LIMITED
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
		Title:	Director

	LIQUIDITY GUARANTOR (SOLELY WITH RESPECT TO SECTION 2 AND SECTION 3 OF THE FIRST AMENDMENT):
	K-INFRA LIQUIDITY DESIGNATED ACTIVITY COMPANY
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇

		Name:	▇▇▇▇▇▇ ▇▇▇▇▇
		Title:	Director

[Signature Page to First Amendment]

	PASSCO GUARANTOR:
	K-INFRA PINNACLE LLC
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇

		Name:	▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Chief Operating Officer

[Signature Page to First Amendment]

	K-INFRA METRO AGGREGATOR GP LLC
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇

		Name:	▇▇▇▇▇▇▇ ▇▇▇▇
		Title:	Chief Operating Officer

[Signature Page to First Amendment]

	MIZUHO BANK, LTD., as Administrative Agent, Collateral Agent and a Lender
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
		Title:	Managing Director

	COMMONWEALTH BANK OF AUSTRALIA, as a Lender
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

		Name:	▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:	Director

	LLOYDS BANK CORPORATE MARKETS, as a Lender
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

		Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:	Vice President

	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇

		Name:	▇▇▇▇▇▇▇▇▇ ▇▇▇
		Title:	Assistant Vice President

	INC CAPITAL LLC, as a Lender
	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇ d’Elzius

	Name:	▇▇▇▇ ▇▇▇▇▇▇ d’Elzius
	Title:	Director

Asset Coverage Ratio as set forth in the most recently delivered Compliance Certificate	Eurocurrency Rate Loans, RFR Loans and Letters of Credit	Reference Rate Loans
≥ 5.0:1.0	3.25%	2.25%
≥ 4.0:1.0 and < 5.0:1.0	3.75%	2.75%
< 4.0:1.0	4.25%	3.25%

(a)

costs, fees and expenses reasonably incurred by the Borrowers or Holding Vehicles (including, any fees, costs and expenses which have accrued in respect of the relevant Asset);

(b)

amounts (if any) reasonably required to be reserved in respect of potential indemnities, warranties and/or other anticipated liabilities in connection with the event giving rise to the relevant Asset Proceeds; and

(c)

any required Taxes relating to such Asset payable by the Borrowers directly or indirectly.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.

(d)

its balance sheet or capital base or any part of that person or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011 (as amended) and any other levy or tax in any jurisdiction levied on a similar basis or for a similar purpose);

(e)

any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011 or the Single Resolution Mechanism established by EU Regulation 806/2014 of 15 July 2014;

(f)

any bank surcharge or banking corporation tax surcharge (including the UK surcharge on banking companies as set out in Chapter 4 of Part 7A of the Corporation Tax Act 2010 and any other surcharge or tax of a similar nature in any jurisdiction); and

(g)

any windfall tax imposed on or calculated by reference to the interest income, fee income, commission income or interest margin of that person and any other levy, surcharge, or tax levied for a similar purpose.

(a)

Dollars, at the election of the applicable Borrower, the Daily Simple RFR or Term RFR applicable for Dollars;

(b)

Sterling, Swiss Francs and Canadian Dollars, the Daily Simple RFR for the relevant Currency; and

(c)

any Alternative Currency (other than Sterling, Swiss Francs or Canadian Dollars), the Eurocurrency Rate for such Currency;

(a)

with respect to any Benchmark Transition Event for a then current Benchmark, the sum of: (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrowers as the replacement for such Available Tenor of such then-current Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for syndicated credit facilities denominated in the applicable Currency at such time that are substantially similar to the credit facilities under this Agreement; or

(b)

with respect to any Term RFR Transition Event for Sterling, Swiss Francs or Canadian Dollars, the Term RFR for such Currency;

(a)

the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(b)

the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; or

(c)

in the case of a Term RFR Transition Event for Sterling, Swiss Francs or Canadian Dollars (as applicable), the Term RFR Transition Date applicable thereto.

(a)

in relation to a Lender party hereto as of the ClosingFirst Amendment Effective Date, the amount set forth opposite its name under the heading “Commitment as of First Amendment Effective Date” in Schedule 1.01(A) hereto and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with this Agreement (including pursuant to Section 2.02); and

(b)

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, made by it or assumed by it in accordance with this Agreement (including pursuant to Section 2.02),

(a)

Dollars, the greater of (i) SOFR for the day (such day, a “SOFR RFR Determination Day”) that is five (5) Business Days prior to (x) if such RFR Rate Day is a Business Day, such RFR Rate Day, or (y) if such RFR Rate Day is not a Business Day, the Business Day immediately preceding such RFR Rate Day, in each case, as published by the SOFR Administrator on the SOFR Administrator’s Website, and (ii) zero;

(b)

▇▇▇▇▇▇▇▇, the greater of (i) ▇▇▇▇▇ for the day (such day, a “▇▇▇▇▇ RFR Determination Day”) that is five (5) Business Days prior to (x) if such RFR Rate Day is a Business Day, such RFR Rate Day, or (y) if such RFR Rate Day is not a Business Day, the Business Day immediately preceding such RFR Rate Day, in each case, utilizing the ▇▇▇▇▇ component of such ▇▇▇▇▇ that is published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator’s Website and (ii) zero;

(c)

Swiss Francs, the greater of (i) SARON for the day (such day, a “SARON RFR Determination Day”) that is five (5) Business Days prior to (x) if such RFR Rate Day is a Business Day, such RFR Rate Day, or (y) if such RFR Rate Day is not a Business Day, the Business Day immediately preceding such RFR Rate Day, in each case, utilizing the SARON component of such SARON that is published by the SARON Administrator on the SARON Administrator’s Website and (ii) zero; and

(d)

Canadian Dollars, the greater of (i) ▇▇▇▇▇ for the day (such day, a “▇▇▇▇▇ RFR Determination Day,” and, together with SOFR RFR Determination Day, ▇▇▇▇▇ RFR Determination Day and SARON RFR Determination Day, each, an “RFR Determination Day”) that is five (5) Business Days prior to (x) if such RFR Rate Day is a Business Day, such RFR Rate Day, or (y) if such RFR Rate Day is not a Business Day, the Business Day immediately preceding such RFR Rate Day, in each case, as ▇▇▇▇▇ is published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator’s website and (ii) zero.

(a)

has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such ▇▇▇▇▇▇’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due; or

(b)

the Administrative Agent has received notification that such Lender is or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender, or such Lender has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) subject to Bail-In Action; provided that a Lender shall not be a Defaulting Lender under this clause (b) solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or

(a)

in the case of Australian Dollars, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the Bank Bill Swap Reference Bid Rate (“BBSRBR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 10:30 a.m. (Melbourne, Australia time) on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Australian Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(b)

[reserved];

(c)

in the case of Hong Kong Dollars, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the applicable Hong Kong Interbank Offered Rate (“HIBOR”) administered by the Hong Kong Association of Banks, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Hong Kong time), on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Hong Kong Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(d)

in the case of Euros, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other person that takes over the administration of such rate), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Brussels time) on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(e)

in the case of Yen, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the Tokyo Interbank Offered Rate (“▇▇▇▇▇”) as administered by the Ippan ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Administration (or any other person that takes over the administration of such rate), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Tokyo time) on the date two (2) Business Days prior to the

(f)

in the case of Danish Krone, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the Copenhagen Interbank Offered Rate (“CIBOR”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Copenhagen, Denmark time) on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Danish Krone (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(g)

in the case of Swedish Krona, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) equal to the Stockholm Interbank Offered Rate (“▇▇▇▇▇▇”), as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion) at approximately 11:00 a.m. (Stockholm, Sweden time) on the date two (2) Business Days prior to the commencement of such Interest Period, for deposits in Swedish Krona (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or

(h)

in the case of any other Alternative Currency, the rate per annum (rounded upwards if necessary to the nearest 1/100 of 1%) as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders; provided that, if more than one rate is published by Bloomberg (or such other commercially available source providing quotations of such applicable rate, as designated by the Administrative Agent from time to time in its reasonable discretion), the applicable rate shall be the arithmetic mean of all such rates;

(a)

on the borrowing date thereof;

(b)

on the applicable Conversion Date; or

(c)

on the termination date of the immediately preceding Interest Period in the case of a Rollover to a successive Interest Period as described in Section 2.05(e) hereof,

(A)

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(B)

any Interest Period which begins on the last day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (A) above, end on the last Business Day of the applicable calendar month; and

(C)

if the Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date.

(a)

(i) Asset Distributions received by the Borrowers, and, without duplication, Distributions (including any Asset Distributions) received by the Liquidity Guarantor during the twelve (12) month period immediately preceding such date of determination, plus (ii) without duplication with clause (i) or otherwise, the amount of cash and cash equivalents of the Borrowers and the Liquidity Guarantor held on the date of determination, minus (iii) all cash expenses of the Borrowers (excluding interest) and cash expenses of the Liquidity Guarantor paid during such twelve (12) month period immediately preceding such date of determination; to

(b)

cash interest expense paid by the Borrowers in respect of Financial Indebtedness during such twelve (12) month period immediately preceding such date of determination, after giving effect to any interest rate management agreements, including any interest rate “cap,” “collar” or “swap” agreements and other similar derivatives contract with respect to any such Financial Indebtedness.

(a)

the ability of the Borrowers to perform their payment obligations under the Loan Documents, taken as a whole;

(b)

(subject, in the case of an English Borrower, to the English Legal Reservations) the validity or enforceability of any Lien granted or purporting to be granted pursuant to any of the Loan Documents; or

(c)

the rights or remedies of the Agents and the Lenders under the Loan Documents taken as a whole.

(a)

such Eligible Asset or Holding Vehicle is subject to an Event of Default under any of clauses (g) or (h) of Section 8.01 (for this purpose assuming that such sections apply to such Asset or Holding Vehicle, as applicable, to the same extent as to the Borrowers);

(b)

(i) any payment default of greater than $15,000,000 relating to any Financial Indebtedness for borrowed money, hedging obligations or guaranties thereof by such Eligible Asset or Holding Vehicle occurs and continues uncured (after giving effect to any grace period applicable to such payment) or (ii) any other material event of default relating to any Financial Indebtedness for borrowed money or guaranties thereof in excess of $15,000,000 by such Eligible Asset or Holding Vehicle occurs and in the case of the preceding clause (ii) only, that continues uncured for a period of ninety (90) days or more (without giving effect to any notice or grace period therein) or such longer period as agreed by the Administrative Agent;

(c)

the Value of such Eligible Asset decreases to less than seventy five percent (75%) of the cost of such Asset for two (2) consecutive calendar quarters (excluding any reductions caused from the partial disposition of, or distribution made in respect of, such Eligible Asset); provided that any such Asset may subsequently become eligible under this clause (c) if the Value recovers to at least eighty-five percent (85%) of the cost of such Asset;

(d)

such Eligible Asset is prevented under the terms of its financing arrangements from paying a declared distribution (directly or indirectly) to the applicable Borrower due to its failure to meet any conditions or criteria thereunder for the payment of such distribution, as determined by such Eligible Asset at the time such distribution is declared; or

(e)

any default by the applicable Borrower or such Holding Vehicle with respect to any Asset Obligations related to such Eligible Asset, beyond any applicable notice or cure period; or

(f)

the applicable Borrower or such Holding Vehicle has repudiated its Asset Obligations or any material obligation under any Asset Document and continued enforceability of such obligation.

(a)

the Stated Maturity Date; and

(b)

the date upon which the Administrative Agent declares the Commitments terminated and the Obligations due and payable after the occurrence of an Event of Default.

(a)

any Liens arising under the Loan Documents;

(b)

(i) any Liens for Taxes, assessments or charges of any Governmental Authority for claims that are not material (individually or in the aggregate), or are not yet due or are being contested in good faith by appropriate proceedings, and, in each case, with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with the Accounting Principles and (ii) statutory Liens or bankers Liens arising in the ordinary course of business as to deposit or securities account or other funds maintained with depositary institutions or arising as a result of Applicable Law;

(c)

any Liens of the depositary holding the Borrower Collateral Accounts or the Liquidity Guarantor Collateral Account or any other accounts which arise as a matter of law on items in the course of collection or encumbering deposits or other similar Liens (including the right of set-off); and

(d)

judgment liens in respect of judgments that do not constitute an Event of Default under Section 8.01(i).; and

(e)

solely with respect to Holding Vehicles, any Liens arising under Financial Indebtedness of such Holding Vehicles permitted under clause (h)(2) of the definition of “Permitted Financial Indebtedness”.

(a)

if such Benchmark is a Term RFR, (i) if the RFR for such Benchmark is Term SOFR, two (2) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date and (ii) if the RFR for such Benchmark is Adjusted Term ▇▇▇▇▇, two (2) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date;

(b)

if such Benchmark is a Daily Simple RFR, (i) if the RFR for such Benchmark is SOFR, then four (4) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date; (ii) if the RFR for such Benchmark is ▇▇▇▇▇, then four (4) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date; (iii) if the RFR for such Benchmark is SARON, then five (5) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date; then five (5) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date; and (iv) if the RFR for such Benchmark is ▇▇▇▇▇, then four (4) Business Days prior to (A) if the date of such setting is a Business Day, such date or (B) if the date of such setting is not a Business Day, the Business Day immediately preceding such date; or

(c)

otherwise, then the time reasonably determined by the Administrative Agent, including in accordance with any Conforming Changes.

(a)

with respect to each applicable ▇▇▇▇▇▇▇▇ and Guarantor, any director, manager, managing director, chief executive officer, chief operating officer, president, vice president, chief financial officer, chief investment officer, chief compliance officer, general counsel, treasurer, assistant treasurer, assistant secretary or secretary of such Borrower or the general partner of such ▇▇▇▇▇▇▇▇. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the applicable Borrower, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such ▇▇▇▇▇▇▇▇; and

(b)

with respect to the Collateral Agent or the Administrative Agent, any officer thereof who has responsibility with respect with respect to the administration of this Agreement and the other Loan Documents.

(a)

which is Controlled, directly or indirectly, by the first mentioned person;

(b)

more than half the voting power of shares of stock (or similar or equivalent instruments) of which is beneficially owned, directly or indirectly, by the first mentioned person; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned person,

(a)

for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the greater of (i) Term SOFR for a period comparable to such Interest Period and (ii) zero (0);

(b)

for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, the greater of (i) ▇▇▇▇▇ for a period comparable to such Interest Period and any related spread adjustment that has been selected by the Administrative Agent and the Borrowers giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for U.S. syndicated credit facilities denominated in Sterling

(c)

for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Swiss Francs, the greater of (i) SARON for a period comparable to such Interest Period and any related spread adjustment that has been selected by the Administrative Agent and the Borrowers giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for U.S. syndicated credit facilities denominated in Swiss Francs at such time that are substantially similar to the credit facilities under this Agreement and (ii) zero (0); and

(d)

for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Canadian Dollars, the greater of (i) Adjusted Term ▇▇▇▇▇ for a period comparable to such Interest Period and (ii) zero (0).

Daily Usage	Unused Rate
<50%	0.50%
≥50%	0.40%

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to the UK Bail-In Legislation: