Item 5. Other Information
Item 5.
Other Information.
Not applicable.
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Item 6.
Exhibits
2.1
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.)
2.2
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.)
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.)
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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.)
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 4.16 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.)
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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.)
4.25
Eleventh Supplemental Indenture, dated January
18, 2022, relating to the 3.250% 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 January
19, 2022.)
4.26
Form of 3.250% Notes due 2027 (included as Exhibit A to Exhibit 4.25 hereto)
(incorporated by reference to Exhibit 4.1 to the Registrant s Current Report on Form 8-K
filed on January 19, 2022.)
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
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.)
10.5
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.
(Incorporated by reference to Exhibit 10.9 to the Company s Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2021 filed on November 8, 2021.)
10.6
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.)
10.7
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.)
10.8
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.)
10.9
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.)
10.10
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.)
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10.11
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.)
10.12
Seventh Amendment to Loan and Servicing Agreement, dated November
9, 2021, 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 November 15, 2021.)
10.13
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.)
10.14
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.)
10.15
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.)
10.16
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.)
10.17
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.)
10.18
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.)
10.19
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.)
10.20
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.)
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10.21
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.)
10.22
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. III s Current Report on Form 8-K filed on February 25, 2019.)
10.23
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.
(Incorporated by reference to Exhibit 10.26 to the Company s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2021 filed on November 8, 2021) .
10.24
Tenth Amendment to Loan Financing and Servicing Agreement, dated December
28, 2021, by and among Darby Creek LLC, Deutsche Bank AG, New York Branch, as facility agent, and each of the lenders from time to time party thereto.
(Incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K filed on January
4, 2022) .
10.25
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.)
10.26
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.)
10.27
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.)
10.28
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) .
10.29
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) .
10.30
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) .
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10.31
Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of May
1, 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).
10.32
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) .
10.33
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) .
10.34
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) .
10.35
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) .
10.36
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) .
10.37
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) .
10.38
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) .
10.39
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) .
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10.40
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.
(Incorporated by reference to Exhibit 10.44 to the Company s Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2021, filed on November 8, 2021) .
10.41
Amendment No. 14 to Loan Financing and Servicing Agreement, dated December
28, 2021, by and among Dunlap Funding LLC, Deutsche Bank AG, New York Branch, as facility agend and as lender. (Incorporated by reference to Exhibit 10.3 to the Company s Current Report on Form 8-K filed on January 4, 2022) .
10.42
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 II s Current Report on Form 8-K filed on February 25, 2019) .
10.43
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) .
10.44
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).
10.45
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) .
10.46
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) .
10.47
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).
10.48
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).
10.49
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).
10.50
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) .
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10.51
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) .
10.52
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) .
10.53
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).
10.54
First Amendment to Loan and Security Agreement, dated December
28, 2021, by and among Ambler Funding LLC, Ally Bank and Wells Fargo, National Association. (Incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K filed on January 4, 2022) .
10.55
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).
10.56
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.)
10.57
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) .
10.58
Third Amendment to Loan and Servicing Agreement and Omnibus Amendment to Transaction Documents, dated as of December
28, 2021, among Meadowbrook Run LLC, as the borrower, FS KKR Capital Corp., as the servicer, Morgan Stanley Bank, N.A., as the lender, and Morgan Stanley Senior Funding, Inc., as administrative agent.
(Incorporated by reference to Exhibit 10.4 to the Company s Current Report on Form 8-K filed on January
4, 2022) .
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.
148
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 May 9, 2022.
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
149
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.