Exhibit 10.11
Execution Version
FOURTHAMENDMENTTOCREDITAGREEMENT
ThisFOURTHAMENDMENTTOCREDITAGREEMENT(this“Amendment”),
dated as of February 20, 2026, is by and among (1) KAYNE DL 2021, INC., a Delaware corporation (“Borrower”), (2) the Lenders (as defined below) party hereto and (3) CITY NATIONAL BANK (“CNB”), as administrative agent for the Lenders (in such capacity, the “Agent”).Capitalizedtermsusedhereinandnototherwisedefinedhereinshallhavethemeanings ascribed thereto in the Credit Agreement.
W I T NE SS ET H
A.
The Borrower, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Agent are parties to that certain Credit Agreement, dated as of February25,2022(as amendedbythatcertainFirstAmendmenttoCreditAgreementdatedasof February24,2023,asamendedbythatcertainSecondAmendmenttoCreditAgreement,datedas of February 22, 2024, as amended by that certain Third Amendment to Credit Agreement, dated as of February 21, 2025, and as the same may be further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”).
B.
The Borrower has entered into a Security Agreement in favor of the Agent, dated as of February 25, 2022 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Security Agreement”).
C.
The Borrower has requested that the Agent and the Lenders amend the Credit Agreement to extend the Maturity Date as set forth herein.
D.
Agent and Lenders are willing to agree to such requests, in accordance with and subjecttothetermsandconditionssetforthhereinandtheotherpartiesheretohaveagreedtojoin in the execution of this Amendment in their respective capacities, on the terms and subject to the conditions set forth herein.
NOW,THEREFORE,inconsiderationoftheagreementshereinaftersetforth,andforother goodandvaluableconsideration,thereceiptandadequacyofwhichareherebyacknowledged,the parties hereto agree as follows:
ARTICLE I AMENDMENTSTOCREDITAGREEMENT
Subject to the satisfaction of the conditions set forth in Section 2.1below, the Credit Agreement (as in effect immediately prior to this Amendment) is hereby amended as follows:
1.1
The following definitions are added to Section 1.1of the Credit Agreement, in appropriate alphabetical order or, if already contained in such Section, are amended and restated in their entirety, in each case, as follows:
““DLA”meansDLAPiperLLP(US).
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“Maturity Date” means the earlier of (a) February 19, 2027, (b) twenty (20) Business Days prior to the termination of the Governing Documents of the Borrower, and (c) twenty (20) Business Days prior to the on which the Borrower’s ability to call Capital Commitments for the purpose of repaying the Obligations is terminated.”
1.1
Thedefinitionof“KMR”containedinSection1.1oftheCreditAgreementis hereby deleted in its entirety.
1.2
Section10.19oftheCreditAgreementisherebyamendedbyamendingand restating the following definitions as follows:
“10.19 LegalRepresentationofAgent.Inconnectionwiththenegotiation,drafting, and execution of this Agreement and the other Loan Documents, or in connection with futurelegalrepresentationrelatingtoloanadministration,amendments,modifications,waivers,or enforcement of remedies, DLAonlyhasrepresentedandonlyshallrepresentCNB initscapacity as Agent and as a Lender.Each other Lender hereby acknowledges that DLA does not represent it in connection with any such matters.”
1.3
Exhibit9.3(AddressesandInformationforNotices)isherebyamendedand restated in its entirety in the form attached hereto as Annex A.
ARTICLE II CONDITIONSTOEFFECTIVENESS
2.1
Closing Conditions.This Amendment shall become effective (the “FourthAmendment Effective Date”) upon satisfaction (or waiver) of the following conditions (in each case, in form and substance acceptable to the Agent in its sole discretion):
(b)
ThisAmendment.TheexecutionanddeliveryofthisAmendmentdulyexecutedby the Borrower, the Lenders party hereto and the Agent.
(c)
No Default. No Unmatured Event ofDefault orEvent ofDefault has occurred and is continuing or would be caused by the consummation of the transactions contemplated by this Amendment.
(d)
Good Standing Certificates. Agent shall have received a certificate of status with respect to the Borrower dated within 20 days of the date of this Amendment, issued by the Secretary of State of the State of Delaware, which certificate shall indicate that Borrower is in good standing in such state.
(e)
Lien Searches. Agent shall have received a UCC search with respect to Borrower from the Delaware Secretary of State, the results of which shall be reasonably satisfactory to Agent.
(f)
Aggregate Unfunded Commitments Certificate; Exhibit S-1. Agent shall have received an updated Exhibit S-1 reflecting the current list of Investors, the Capital Commitment
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ofeachInvestor,theRemainingCommitmentofeachInvestorandthecontributedportionofeach Capital Commitment of each Investor as of the date hereof.
(g)
Expenses.Agentshallhavereceived(i)anextensionfeeintheamountof
$[REDACTED], which fee is fully earned and non-refundable on the Fourth Amendment Effective Date, and (ii) full payment of all of the reasonable out-of-pocket fees, costs, and expenses of Agent (including the reasonable fees and expenses of Agent’s counsel) actually incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment(includingthosepayable pursuant to Section 8.1 of the Credit Agreement).
(h)
Representations and Warranties.Therepresentations and warranties contained in Section 3.2below shall be true and correct as of the date hereof.
ARTICLE III MISCELLANEOUS
4.1
AmendedTerms.
(a)
UpontheeffectivenessofthisAmendment,eachreferenceintheCreditAgreement to“thisAgreement,”“hereunder,”“hereof,”“herein”orwordsoflikeimportreferringtotheCredit Agreement, and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,”“thereof,”“therein”orwordsoflikeimportreferringtotheCreditAgreement,shall mean and be a reference to the Credit Agreement, as amended hereby.
(b)
Except as specifically amended herein, the Credit Agreement and all other Loan Documentsareandshallcontinuetobeinfullforceandeffectandareherebyinallrespectsratified and confirmed.
(c)
Theexecution,deliveryandeffectivenessofthisAmendmentshallnotoperateasa waiverof any right, poweror remedy of the Agent orthe Lenders undertheCredit Agreement or any other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents.
4.2
Representations and Warranties of the Borrower.Borrower represents and warrants to Agent and each Lender as follows:
(a)
It has all requisite power and authority under applicable law and under its organizational documents to execute, deliver and perform its obligations under this Amendment, and to perform its obligations under the Credit Agreement as amended hereby;
(b)
All actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for it to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Credit Agreement as amended hereby, have been taken and/or received;
(c)
ThisAmendmentandtheCreditAgreement,asamendedbythisAmendment,
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constitutethelegal,validandbindingobligationofitenforceableagainstitinaccordancewiththe terms, except as the enforceability hereof or thereof may be affected by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and the limitation of certain remedies by certain equitable principles of general applicability;
(d)
Theexecution,deliveryandperformanceofthisAmendment,andtheperformance bytheBorrowerofitsobligationsundertheCreditAgreement,asamendedhereby,willnotviolate or contravene (a)any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on it, (b)any order of any domestic governmental authority, court, arbitration board, or tribunal binding on it, (c) the Governing Documents of Borrower or any Subscription Agreement, or any othercontractualobligationsbetweenBorrowerorAdviserandanyInvestor,or(d)anyprovisions of, result in abreach of, constitute(with thegiving ofnoticeorthelapse oftime)adefault under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of the Borrower pursuant to, any Contractual Obligation of the Borrower;
(e)
TherepresentationsandwarrantiescontainedintheCreditAgreement,theSecurity AgreementandtheotherLoanDocumentsaretrueandcorrectinallmaterialrespects(exceptthat suchmaterialityqualifiershallnotbeapplicabletoanyrepresentationsandwarrantiesthatalready are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, before and after giving effect to the same, as though made on and as of such date (except to the extent that such representations and warranties solely relate to an earlier date);
(f)
No Event of Default or Unmatured Event of Default has occurred or is continuing on the date of this Amendment or would result from the transactions contemplated by this Amendment; and
(g)
The Security Agreement continues to create a valid security interest in, and Lien upon,theCollateral,infavoroftheAgent, forthebenefitoftheLenders, whichsecurityinterests and Liens are perfected in accordance with the terms of the Security Agreement and prior to all Liens other than Permitted Liens; and
(h)
Asofthedatehereof,theincumbencycertificate,resolutionsandtheGoverning Documents of the Borrower delivered to Agent on the Closing Date remain true and correct without amendment thereto.
4.3
ReaffirmationofObligations.BorrowerherebyratifiestheCreditAgreementand acknowledgesandreaffirms(a)thatitisboundbyalltermsoftheCreditAgreement(asamended hereby), Security Agreement and each other Loan Documents applicable to it and (b)that it is responsible for the observance and full performance of its Obligations. Borrower acknowledges receiptofacopyoftheAmendment.BorrowerherebyconsentstotheAmendmentandreaffirms the Security Agreement and the other Loan Documents to which it is a party and acknowledges thattheexecutionanddeliveryofthisAmendmentshallhavenoeffectonitsobligationsunderthe Security Agreement or such other Loan Documents, each of which remains the legal, valid and binding obligation of the Borrower and are hereby reaffirmed.
4.4
Loan Document.This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.
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4.5
Further Assurances.Borrower agrees to promptly take such action, upon the reasonable request of the Agent, as is necessary to carry out the intent of this Amendment.
4.6
Entirety.This Amendment and the other Loan Documents is intended by the parties hereto as a final expression of their agreement and is intended as a complete statement of thetermsandconditionsoftheiragreementwithrespecttothesubjectmatterofthisAmendment.
4.7
Counterparts; Telecopy.This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be an original, but all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission, e-mail or other electronic transmission (e.g. “pdf”or“tif”)shall beequally as effective as delivery of an original executed counterpart of this Amendment.Any party delivering an executed counterpart of this Amendment by facsimile, e-mail or other electronic transmission also shall deliver an original executedcounterpartofthisAmendmentbutthefailuretodeliveranoriginalexecutedcounterpart shall not affect the validity, enforceability, and binding effect of this Amendment.
4.8
GOVERNING LAW.THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS AMENDMENT AND THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4.9
SuccessorsandAssigns.ThisAmendmentshallbebindinguponandinuretothe benefit of the parties hereto and their respective successors and permitted assigns; provided that the Borrower may not assign or transfer any interest or rights hereunder without the prior written consent of Agent and the Lenders and any such prohibited assignment or transfer shall be absolutely void.
4.10
Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.The jurisdiction, service of process, waiver of jury trial and judicial reference provisions set forth in Sections11.8, 11.9 and 11.10 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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