Item 5. Other Information
Item 5.
Other Information.
Not applicable.
Item 6.
Exhibits
2.1
Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc., Corporate Capital Trust, Inc. and FS/KKR Advisor,
LLC, dated as of July 22, 2018. (Incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K filed on
July 23, 2018.)
2.2
Agreement and Plan of Merger, dated as of November
23, 2020, by and among FS KKR Capital Corp., FS KKR Capital Corp. II, Rocky Merger Sub, Inc. and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K filed on November 24, 2020.)
2.3
Agreement and Plan of Merger, dated as of May
31, 2019, by and among FS Investment Corporation II, Corporate Capital Trust II, FS Investment Corporation III, FS Investment Corporation IV, NT Acquisition 1, Inc., NT Acquisition 2, Inc., NT Acquisition 3, Inc. and FS/KKR Advisor, LLC. (Incorporated
by reference to Exhibit 2.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on June 3,
2019.)
3.1
Second Articles of Amendment and Restatement of FS Investment Corporation. (Incorporated by reference to Exhibit
3.1 to the Company s Current Report on Form 8-K filed on April 16, 2014.)
3.2
Articles of Amendment of FS Investment Corporation.
(Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on December 3, 2018.)
3.3
Articles of Amendment of FS Investment Corporation.
(Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on December 19, 2018.)
3.4
Articles of Amendment of FS KKR Capital Corp.
(Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on June 15, 2020.)
3.5
Articles of Amendment of FS KKR Capital Corp.
(Incorporated by reference to Exhibit 3.2 to the Company s Current Report on Form 8-K filed on June 15, 2020.)
3.6
Third Amended and Restated Bylaws of FS KKR Capital Corp.
(Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on November 24, 2020.)
4.1
Distribution Reinvestment Plan, effective as of June 2, 2014.
(Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on May 23,
2014.)
104
Table of Contents
4.2
Indenture, dated as of July
14, 2014, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2 to the Company s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2014 filed on August 14, 2014.)
4.3
Third Supplemental Indenture, dated as of April
30, 2015, relating to the 4.750% Notes due 2022, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on April 30, 2015.)
4.4
Form of 4.750% Notes due 2022.
(Included as Exhibit A to the Third Supplemental Indenture in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form
8-K filed on April 30, 2015.)
4.5
Fourth Supplemental Indenture, dated as of July
15, 2019, relating to the 4.625% Notes due 2024, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on July 15, 2019.)
4.6
Form of 4.625% Notes due 2024. (Included as Exhibit A to the Fourth Supplemental Indenture
in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on July 15,
2019.)
4.7
Fifth Supplemental Indenture, dated as of November
20, 2019, relating to the 4.125% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on November 20, 2019.)
4.8
Form of 4.125% Notes due 2025. (Included as Exhibit A to the Fifth Supplemental Indenture in
Exhibit 4.7) (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 20, 2019.)
4.9
Sixth Supplemental Indenture, dated as of April
30, 2020 relating to the 8.625% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee.
(Incorporated by reference to Exhibit 4.9 filed with the Company s Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020 filed on May 6, 2020.)
4.10
Form of 8.625% Notes due 2025.
(Included as Exhibit A to the Sixth Supplemental Indenture in Exhibit 4.9) (Incorporated by reference to Exhibit 4.9 filed with the Company s Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.)
4.11
Seventh Supplemental Indenture, dated as of December
10, 2020 relating to the 3.400% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee.
(Incorporated by reference to Exhibit 4.1 filed with the Company s Current Report on Form 8-K for filed on December 10,
2020.)
4.12
Form of 3.400% Notes due 2026.
(Included as Exhibit A to the Seventh Supplemental Indenture in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 filed with the Company s Current Report on Form
8-K for filed on December 10, 2020.)
4.13
Indenture, dated June
28, 2017, by and between The Bank of New York Mellon Trust Company, N.A. and Corporate Capital Trust, Inc. (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc. s Current Report on
Form 8-K filed on July 5, 2017.)
4.14
Form of 5.00% Notes due 2022.
(Included as Exhibit A to the Indenture in Exhibit 4.13) (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc. s Current Report on Form
8-K filed on July 5, 2017.)
4.15
Indenture, dated as of February
14, 2020, by and between FS KKR Capital Corp. II and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed
on February 14, 2020.)
105
Table of Contents
4.16
First Supplemental Indenture, dated as of February
14, 2020, relating to the 4.250% Notes due 2025, by and between FS KKR Capital Corp. II and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to FS KKR Capital Corp. II s Current Report on Form
8-K filed on February 14, 2020.)
4.17
Second Supplemental Indenture, dated as of June
16, 2021, relating to the 4.250% Notes due 2025, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant s Current Report on Form 8-K filed on June 16, 2021.)
4.18
Form of 4.250% Notes due 2025 (included as Exhibit A to Exhibit 4.17 hereto) (incorporated
by reference to Exhibit 4.2 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on February 14, 2020.)
4.19
Eighth Supplemental Indenture, dated as of June
17, 2021, relating to the 2.625% Notes due 2027, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant s Current Report on Form 8-K filed on June 17, 2021.)
4.20
Form of 2.625% Notes due 2027 (included as Exhibit A to Exhibit 4.19 hereto) (incorporated
by reference to Exhibit 4.1 to the Registrant s Current Report on Form 8-K filed on June 17, 2021.)
4.21
Ninth Supplemental Indenture, dated October
12, 2021, relating to the 1.650% Notes due 2024, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant s Current Report on Form 8-K filed on October 13, 2021.)
4.22
Form of 1.650% Notes due 2024 (included as Exhibit A to Exhibit 4.21 hereto) (incorporated
by reference to Exhibit 4.1 to the Registrant s Current Report on Form 8-K filed on October 13, 2021.)
4.23
Tenth Supplemental Indenture, dated October
12, 2021, relating to the 3.125% Notes due 2028, by and between FS KKR Capital Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant s Current Report on Form 8-K filed on October 13, 2021.)
4.24
Form of 3.125% Notes due 2028 (included as Exhibit A to Exhibit 4.23 hereto) (incorporated
by reference to Exhibit 4.3 to the Registrant s Current Report on Form 8-K filed on October 13, 2021.)
10.1
Amended and Restated Investment Advisory Agreement, dated as of June
16, 2021, by and between FS KKR Capital Corp. and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 10.1 to the Registrant s Current Report on Form
8-K filed on June 16, 2021.)
10.2
Administration Agreement, dated as of April
9, 2018, by and between FS Investment Corporation and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 10.2 to the Registrant s Current Report on Form
8-K filed on April 9, 2018.)
10.3
Custodian Agreement, dated as of November
14, 2011, by and between the Company and State Street Bank and Trust Company. (Incorporated by reference to Exhibit 10.9 filed with the Company s Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2011 filed on November 14, 2011.)
10.4
Amended and Restated Loan and Security Agreement, dated as of March
4, 2019, by and between Locust Street Funding LLC, JPMorgan Chase Bank, N.A., the lenders party thereto, and Wells Fargo Bank, National Association.
(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on March 8,
2019.)
10.5
Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 7,
2019, by and among the Company, FS Investment Corporation II, and FS Investment Corporation III, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint
bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on
Form 8-K filed on November 13, 2019.)
106
Table of Contents
10.6
Commitment Increase Letter, dated as of March
3, 2020, among BNP Paribas, ING Capital LLC, the Company, FS KKR Capital Corp. II and JPMorgan Chase Bank, N.A., as administrative agent.
(Incorporated by reference to Exhibit 10.6 filed with the Company s Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020 filed on May 6, 2020.)
10.7
Amendment No.
1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May
5, 2020, by and among the Company, FS KKR Capital Corp. II, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders party thereto.
(Incorporated by reference to Exhibit 10.7 filed with the Company s Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020 filed on May 6, 2020.)
10.8
Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 23,
2020, by and among the Company and FS KKR Capital Corp. II, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers
party thereto. (Incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K filed on December 30,
2020.)
10.9*
Amendment No. 1 to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September
27, 2021, by and among the Company (include as successor by merger of FS KKR Capital Corp. II), as borrower, and JPMorgan Chase Bank, N.A., as administrative agent.
10.10
Loan and Servicing Agreement, dated as of December
2, 2015, among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.
(Incorporated by reference to Exhibit 10.42 to Corporate Capital Trust, Inc. s Annual Report on Form 10-K filed on March
21, 2016.)
10.11
First Amendment to Loan and Servicing Agreement, dated September
20, 2017, by an among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.
(Incorporated by reference to Exhibit 10.3 to Corporate Capital Trust, Inc. s Quarterly Report on Form 10-Q filed on November
9, 2017.)
10.12
Second Amendment to Loan and Servicing Agreement, dated as of November
28, 2017, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation.
(Incorporated by reference to Exhibit 10.1 to Corporate Capital Trust Inc. s Current Report on Form 8-K filed on November
28, 2017.)
10.13
Fourth Amendment to Loan and Servicing Agreement, dated as of November
30, 2018, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.18 to the Company s Annual Report on Form 10-K filed on February 28, 2019.)
10.14
Fifth Amendment to Loan and Servicing Agreement, dated as of December
2, 2019, by and among CCT Tokyo Funding LLC, the Company, and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on December 5, 2019.)
10.15
Sixth Amendment to Loan and Servicing Agreement, dated December
1, 2020, by and among CCT Tokyo Funding LLC, FS KKR Capital Corp., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed
on December 2, 2020.)
10.16
Indenture, dated June
25, 2019, by and between FS KKR MM CLO 1 LLC and US Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form
8-K filed on July 1, 2019.)
10.17
Amended and Restated Indenture, dated December
22, 2020, by and between FS KKR MM CLO 1 LLC and U.S. Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on December
30, 2020.)
107
Table of Contents
10.18
Loan Financing and Servicing Agreement, dated as of February
20, 2014, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.5 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on
February 25, 2014.)
10.19
Amendment No.
1 to Loan Financing and Servicing Agreement, dated as of January
12, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.27 to FS KKR Capital Corp. II s Annual Report on Form 10-K filed on
March 25, 2016.)
10.20
Amendment No.
2 to Loan Financing and Servicing Agreement, dated as of February
3, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.28 to FS KKR Capital Corp. II s Annual Report on Form 10-K filed on
March 25, 2016.)
10.21
Amendment No.
3 to Loan Financing and Servicing Agreement, dated as of May
7, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.29 to FS KKR Capital Corp. II s Annual Report on Form 10-K filed on
March 25, 2016.)
10.22
Amendment No.
4 to Loan Financing and Servicing Agreement, dated as of October
8, 2015, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.30 to FS KKR Capital Corp. II s Annual Report on Form 10-K filed on
March 25, 2016.)
10.23
Amendment No.
6 to Loan Financing and Servicing Agreement, dated as of August
19, 2016, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on
August 22, 2016.)
10.24
Amendment No.
7 to Loan Financing and Servicing Agreement, dated as of February
15, 2019, by and among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to time
party thereto. (Incorporated by reference to Exhibit 10.16 to FS KKR Capital Corp. II s Quarterly Report on Form 10-K filed on
March 19, 2019.)
10.25
Omnibus Amendment, dated as of February
20, 2019, between Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated
by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on February 25,
2019.)
10.26*
Ninth Amendment to Loan Financing and Servicing Agreement, dated as of October
8, 2021, among Darby Creek LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian.
10.27
Amended and Restated Loan and Security Agreement, dated as of March
13, 2019, by and between Juniata River LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and Wells Fargo Bank, National Association, as collateral administrator, collateral agent and securities
intermediary. (Incorporated by reference to Exhibit 10.20 to FS KKR Capital Corp. II s Quarterly Report on Form 10-K filed on
March 19, 2019.)
108
Table of Contents
10.28
First Amendment to Amended and Restated Loan Agreement, dated as of October
11, 2019, among Juniata River LLC, JPMorgan Chase Bank, National Association, as lender and Administrative Agent, Wells Fargo Bank, National Association, as Collateral Agent, Collateral Administrator and Securities Intermediary, and FS Investment Corporation
II, as Investment Manager. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on
October 15, 2019.)
10.29
Second Amended and Restated Loan and Security Agreement, dated as of September
11, 2020, by and among Juniata River LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, collateral administrator and securities intermediary, and the lenders
party thereto (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on
September 17, 2020.)
10.30
Credit Agreement, dated as of July
10, 2019, among Germantown Funding LLC, Goldman Sachs Bank USA, as lender, sole lead arranger, administrative agent and calculation agent, and Wells Fargo Bank, National Association, as collateral agent and collateral administrator. (Incorporated
by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form 8-K filed on July 16,
2019).
10.31
Amendment No. 1 to Credit Agreement, dated as of December
13, 2019, among Germantown Funding LLC, as borrower, FS Investment Corporation III, as equity owner and investment manager, Goldman Sachs Bank USA, as sole lead arranger, sole lender, and administrative agent, and Wells Fargo Bank, National Association,
as collateral administrator and collateral agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on
Form 8-K filed on December 17, 2019).
10.32
Loan Financing and Servicing Agreement, dated as of December
2, 2014, by and among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells Fargo Bank, National Association, as collateral agent and collateral custodian, and the other lenders and lender agents from time to
time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report
on Form 8-K filed on December 8, 2014) .
10.33
Amendment No.
1 to Loan Financing and Servicing Agreement, dated as of February
24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form
8-K filed on March 2, 2015) .
10.34
Amendment No.
2 to Loan Financing and Servicing Agreement, dated as of March
24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form
8-K filed on March 26, 2015) .
10.35
Amendment No.
3 to Loan Financing and Servicing Agreement, dated as of August
25, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.29 to FS Investment Corporation III s Annual Report on Form
10-K filed on March 11, 2016).
10.36
Amendment No.
4 to Loan Financing and Servicing Agreement, dated as of September 22, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent.
(Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form 8-K
filed on September 24, 2015) .
10.37
Amendment No.
5 to Loan Financing and Servicing Agreement, dated as of October
8, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent. (Incorporated by reference to Exhibit 10.31 to FS Investment Corporation III s Annual Report on Form
10-K for the fiscal year ended December 31, 2015 filed on March 11,
2016) .
109
Table of Contents
10.38
Amendment No.
7 to Loan Financing and Servicing Agreement, dated as of January
12, 2017, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, each lender party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated by reference
to Exhibit 10.1 to the FS Investment Corporation III s Current Report
on Form 8-K filed on January 19, 2017) .
10.39
Amendment No.
8 to Loan Financing and Servicing Agreement, dated as of April
5, 2017, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, each lender party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian.
(Incorporated by reference to Exhibit 10.37 to FS Investment Corporation III s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2017, filed on May 10, 2017) .
10.40
Amendment No.
9 to Loan Financing and Servicing Agreement, dated as of March
12, 2018, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, and Wells Fargo, National Association, as collateral agent and collateral custodian.
(Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report
on Form 8-K filed on March 15, 2018) .
10.41
Amendment No.
10 to Loan Financing and Servicing Agreement, dated as of June
20, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and
collateral custodian. (Incorporated by reference to Exhibit 10.48 to FS Investment Corporation III s Quarterly Report
on Form 10-Q filed on August 14, 2018) .
10.42
Waiver, Assignment and Amendment No.
11 to Loan Financing and Servicing Agreement, dated as of September
17, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and
collateral custodian. (Incorporated by reference to Exhibit 10.46 to FS Investment Corporation III s Quarterly Report
on Form 10-Q filed on November 14, 2018) .
10.43
Amendment No.
12 to Loan Financing and Servicing Agreement, dated as of December
21, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated
by reference to Exhibit 10.43 to FS Investment Corporation III s Annual Report on Form 10-K filed on
March 19, 2019) .
10.44*
Amendment No. 13 to Loan Financing and Servicing Agreement, dated as of October
8, 2021, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian.
10.45
Omnibus Amendment, dated as of February
19, 2019, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. (Incorporated
by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form 8-K filed on
February 25, 2019) .
10.46
Second Amended and Restated Loan and Security Agreement, dated as of March 4,
2019, by and between Jefferson Square Funding LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and Wells Fargo Bank, National Association, as collateral administrator, collateral agent
and securities intermediary party thereto. (Incorporated by reference to Exhibit 10.49 to FS Investment Corporation III s Annual Report
on Form 10-K filed on March 19,
2019).
110
Table of Contents
10.47
Committed Facility Agreement, dated as of October
17, 2014, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report
on Form 8-K filed on October 23, 2014) .
10.48
U.S. PB Agreement, dated as of October
17, 2014, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities. (Incorporated by reference to Exhibit 10.2 to FS
Investment Corporation III s Current Report on Form 8-K filed
on October 23, 2014).
10.49
Special Custody and Pledge Agreement, dated as of October
17, 2014, by and among Burholme Funding LLC, BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company, as custodian. (Incorporated by reference to Exhibit 10.3 to FS Investment Corporation III s Current Report on Form
8-K filed on October 23, 2014) .
10.50
First Amendment Agreement, dated as of March
11, 2015, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities, and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on
Form 8-K filed on March 13, 2015) .
10.51
Second Amendment Agreement, dated as of October
21, 2015, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.21 to FS Investment Corporation III s Annual Report on
Form 10-K filed on March 11, 2016).
10.52
Third Amendment Agreement, dated as of March
16, 2016, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.23 to FS Investment Corporation III s Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2016 filed on
November 14, 2016).
10.53
Fourth Amendment Agreement, dated as of August
29, 2016, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on
Form 8-K filed on September 2, 2016).
10.54
Fifth Amendment Agreement, dated as of November
15, 2016, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report
on Form 8-K filed on November 21,
2016) .
10.55
Sixth Amendment Agreement, dated as of May
29, 2018, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage International, Ltd. And Burholme Funding LLC. (Incorporated by reference to Exhibit 10.34 to the Registrant s Quarterly Report on Form 10-Q filed on August 14, 2018) .
10.56
Seventh Amendment Agreement, dated as of June
12, 2019, to the Committed Facility Agreement, dated as of October
17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation III s Current Report on Form 8-K
filed on June 17, 2019) .
10.57
Committed Facility Agreement, dated and effective as of March
1, 2017, by and between Broomall Funding LLC and BNP Paribas Prime Brokerage International, Ltd. (Incorporated by reference to Exhibit
10.1 to FS Investment Corporation IV s Current Report on Form 8-K filed on February 15,
2017) .
111
Table of Contents
10.58
U.S. PB Agreement, dated and effective as of March
1, 2017, by and between Broomall Funding LLC and BNP Paribas Prime Brokerage International, Ltd., on behalf of itself and as agent for the BNPP Entities.
(Incorporated by reference to Exhibit 10.2 to FS Investment Corporation IV s Current Report on Form 8-K
filed on February 15, 2017) .
10.59
First Amendment Agreement, dated as of May
29, 2018, to the Committed Facility Agreement, dated as of March
1, 2017, between BNP Paribas Prime Brokerage International, Ltd. and Broomall Funding LLC. (Incorporated by reference to Exhibit 10.32 to FS Investment Corporation IV s Quarterly Report on Form 10-Q filed on August 14, 2018) .
10.60
Second Amendment Agreement, dated as of December
31, 2018, to the Committed Facility Agreement, dated as of March 1, 2017, between BNP Paribas Prime Brokerage International, Ltd. and Broomall Funding LLC. (Incorporated by reference to Exhibit
10.28 to FS Investment Corporation IV s Annual Report on Form 10-K filed on March 18,
2019).
10.61
Loan and Security Agreement, dated as of November
22, 2019, by and among Ambler Funding LLC, as borrower, Ally Bank, as administrative agent and arranger, Wells Fargo Bank, N.A., as collateral administrator and collateral custodian, and the lenders from time to time party thereto. (Incorporated by reference
to Exhibit 10.1 to FS Investment Corporation IV s Current Report on Form 8-K filed on
November 26, 2019).
10.62
Loan and Servicing Agreement, dated as of November
22, 2019, by and among Meadowbrook Run LLC, as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, Wells Fargo Bank, N.A., as collateral agent, account bank and collateral custodian, and the lenders from time to time party thereto.
(Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on
November 29, 2019).
10.63
First Amendment to Loan and Servicing Agreement and Omnibus Amendment to Transaction Documents,
dated as of March 3, 2020, by and among Meadowbrook Run LLC, as borrower, Morgan Stanley Senior Funding, Inc., as lender and administrative agent, and FS KKR Capital Corp. II, as servicer. (Incorporated by reference to Exhibit 10.49
to FS KKR Capital Corp. II s Quarterly Report on Form 10-Q filed on May 12, 2020.)
10.64
Second Amendment to Loan and Servicing Agreement, dated as of June
16, 2020, by and among Meadowbrook Run LLC, as borrower, FS KKR Capital Corp. II, as servicer, Morgan Stanley Bank, N.A., as lender, and Morgan Stanley Senior Funding, Inc., as administrative agent (Incorporated by reference to Exhibit 10.50 to FS KKR
Capital Corp. II s Quarterly Report on Form 10-Q filed on August 10, 2020) .
10.65
ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule,
each dated as of January 19, 2016, by and between Cheltenham Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to FS Investment Corporation IV s Current Report on
Form 8-K filed on January 22, 2016).
10.66
Amended and Restated Paragraph 13 of the Credit Support Annex, dated as of September
5, 2017, by and between Cheltenham Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit (k)(6) to Post-Effective Amendment No. 9 to FS Investment Corporation IV s registration
statement on Form N-2 (File No. 333-204239) filed on
October 18, 2017) .
10.67
Thirteenth Amended and Restated Confirmation Letter Agreement, dated as of December 19,
2019, by and between Cheltenham Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to FS KKR Capital Corp. II s Current Report on Form 8-K filed on December 26, 2019).
10.68
Schedule to the ISDA 2002 Master Agreement, amended and restated as of June
28, 2019, between Cheltenham Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.2 to FS Investment Corporation IV s Current Report on Form 8-K filed on July 5, 2019) .
112
Table of Contents
10.69
Guarantee, dated as of January
19, 2016, by FS Investment Corporation IV in favor of Citibank,
N.A. (Incorporated by reference to Exhibit
10.4 to FS Investment Corporation IV s Current
Report on Form 8-K filed on January
22, 2016) .
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14
of the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14
of the Securities Exchange Act of 1934, as amended.
32.1*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section
1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have
been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.
113
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its
behalf by the undersigned, thereunto duly authorized on November 8, 2021.
FS KKR CAPITAL CORP.
By:
/s/ Michael C.
Forman
Michael C. Forman
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Steven
Lilly
Steven Lilly
Chief Financial Officer
(Principal Financial Officer)
By:
/s/ William
Goebel
William Goebel
Chief Accounting Officer
114
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.