Browse EX-10 agreements

Execution Version

SIXTH AMENDMENT TO LOAN, SECURITY

AND COLLATERAL MANAGEMENT AGREEMENT

THIS SIXTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of June 13, 2025 (“Sixth Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”); and

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”).

RECITALS

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered into this ____ day of _________, 2025, by and between Investcorp US Private Credit BDC II (the “Fund”), on behalf of itself and its Subsidiaries (as defined in Section 1(h) below), and ___________________________ (the “Indemnitee”).

WHEREAS, it is essential to the Fund that it be able to retain and attract as trustees the most capable persons available;

WHEREAS, increased corporate litigation has subjected trustees to litigation risks and expenses, and the limitations on the availability of trustees and officers liability insurance have made it increasingly difficult to attract and retain such persons;

WHEREAS, the Fund’s amended and restated agreement and declaration of trust provides that the Fund may indemnify itstrustees;

WHEREAS, the Fund desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses; and

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INVESTCORP US PRIVATE CREDIT BDC II

MULTIPLE CLASS PLAN

January 5, 2026

This Multiple Class Plan (this “Plan”) is adopted pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the “1940 Act”), by Investcorp US Private Credit BDC II, a Delaware statutory trust (the “Fund”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment company that has elected to be regulated as a business development company;

WHEREAS, the Fund intends to submit an application for an exemptive order from the Securities and Exchange Commission that would permit the Fund to issue multiple classes of shares, subject to the condition that the Fund must comply with the provisions of Rule 18f-3 under the 1940 Act as though such rule applies to business development companies (the “Exemptive Order”);

WHEREAS, the shares of beneficial interest of the Fund (the “Shares”) are divided into one or more separate classes;

WHEREAS, the Fund desires to adopt this Plan in order that the Fund may issue multiple classes of Shares (each, a “Class”); and

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INVESTCORP US PRIVATE CREDIT BDC II

CLASS D SHARES

EXPENSE SUPPORT AGREEMENT

THIS EXPENSE SUPPORT AGREEMENT (the “Agreement”) is effective as of the 5thday of January 2026, by and between INVESTCORP US PRIVATE CREDIT BDC II, a Delaware statutory trust (the “Fund”), and the investment adviser of such Fund, CM INVESTMENT PARTNERS LLC (the “Adviser”).

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end management investment company;

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Fund and the Adviser dated as of the 5thday of January 2026 (the “Investment Advisory Agreement”); and

WHEREAS, the Fund’s Board of Trustees (the “Board”) and the Adviser have determined that it is appropriate and in the best interests of the Fund to limit the expenses of Class D Shares of the Fund and, therefore, have entered into this Agreement in order to maintain the Fund’s Class D expenses as set forth herein;

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Execution Version

FIFTH AMENDMENT TO LOAN, SECURITY
AND COLLATERAL MANAGEMENT AGREEMENT

THIS FIFTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of March 14, 2025 (“Fifth Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”); and

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”).

RECITALS

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ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (this “Agreement”), dated as of January 5, 2026, is by and between Investcorp US Private Credit BDC II, a Delaware statutory trust (the “Fund”), and CM Investment Partners LLC, a Delaware limited liability company (the “Administrator”).

WITNESSETH:

WHEREAS, the Fund is a non-diversified, closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Fund desires to retain the Administrator to provide administrative services to the Fund in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Fund on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Administrator hereby agree as follows:

1. Duties of the Administrator.

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CUSTODY AGREEMENT

dated as of January 10, 2023
by and between

INVESTCORP US PRIVATE CREDIT BDC II

(“Company”)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(“Custodian”)

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TABLE OF CONTENTS

	Page No
1.	DEFINITIONS	1
2.	APPOINTMENT OF CUSTODIAN	6
3.	DUTIES OF CUSTODIAN	7
4.	REPORTING	17
5.	DEPOSIT IN U.S. SECURITIES SYSTEMS	17
6.	RESERVED	18
7.	CERTAIN GENERAL TERMS	18
8.	COMPENSATION OF CUSTODIAN	21

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Name of Investor:________________________

SUBSCRIPTION BOOKLET

______________________________________________

Investcorp US Private Credit BDC II

______________________________________________

c/o CM Investment Partners LLC

280 Park Avenue

New York, New York 10017

United States

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Investcorp US Private Credit BDC II

SUBSCRIPTION BOOKLET

TABLE OF CONTENTS

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MASTER ADMINISTRATIVE SERVICES AGREEMENT

BETWEEN

CM INVESTMENT PARTNERS LLC

CM AGENCY LLC

AND

ALTER DOMUS (US) LLC

CORTLAND CAPITAL MARKET SERVICES LLC

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TABLE OF CONTENTS

EXHIBITS
Exhibit A – Affiliated Entities
Exhibit B – List of Transactions
Exhibit C – List of Accounts
Exhibit D – Authorized Representatives / Signors
Exhibit E – Notices
Exhibit F – RESERVED
Exhibit G – Data Security
Exhibit H – Data Processing Addendum

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INVESTMENT ADVISORY AGREEMENT

BETWEEN

INVESTCORP US PRIVATE CREDIT BDC II

AND

CM INVESTMENT PARTNERS LLC

This INVESTMENT ADVISORY AGREEMENT, dated as of January 5, 2026 (this “Agreement”), is by and between Investcorp US Private Credit BDC II, a Delaware statutory trust (the “Fund”), and CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a non-diversified, closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Fund desires to retain the Adviser to furnish investment advisory services to the Fund on the terms and conditions hereinafter set forth, and the Adviser desires to be retained to provide such services.

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Execution Version

THIRD AMENDMENT TO LOAN, SECURITY
AND COLLATERAL MANAGEMENT AGREEMENT

THIS THIRD AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of September 13, 2024 (“Third Amendment Effective Date”), is entered into by and among:

(1)INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2) CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)each of the lenders party to the agreement(as defined below; collectively, the “Lenders”);

(4)Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”); and

(5)U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”).

RECITALS

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Execution Version

SECOND AMENDMENT TO LOAN, SECURITY
AND COLLATERAL MANAGEMENT AGREEMENT

THIS SECOND AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of June 12, 2024 (“Second Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”);

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”); and

(5)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”).

RECITALS

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