Browse EX-10 agreements

Exhibit 10.3

As of December 28, 2017, Amendment #11

to that certain

Secured Promissory Note as Amended and Restated

On December 28, 2017, Norris Industries, Inc. (formerly known as International Western Petroleum, Inc.) (the “Borrower”) entered into a Secured Promissory Note as Amended and Restated (the “Loan Note”) in the principal loan amount of $1,550,000 with JBB Partners (the “Holder”), which Loan Note was due and payable together with interest on December 28, 2018, the one-year anniversary of the making of the Loan Note. On June 26, 2018, the Holder added a line of credit in the amount of $1,000,000 to the Loan Note, then making the maximum amount due under the Loan Note to be the original principle of $1,550,000 plus any Advances of up to $1,000,000. As of October 2, 2024, the Loan Note was amended to increase the line of credit by $200,000 and extend the maturity date to

The Borrower and the Holder, by this amendment (the “Fifth Amendment”) hereby extends the maturity date of the Loan Note to April 30, 2025

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EXPENSE LIMITATION AGREEMENT

This Expense Limitation Agreement is made as of March 18, 2026 (the “Agreement”) by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund shall elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

WHEREAS, the Fund has entered into an investment advisory agreement (“Investment Advisory Agreement”) and an administration agreement (“Administration Agreement”) with the Adviser, as each may be amended or restated.

WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund that the Adviser shall pay a portion of the Fund’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 0.50% (on an annualized basis) of the Fund’s average net assets.

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SUBSCRIPTION DOCUMENTS

FIDELITY PRIVATE CREDIT COMPANY II LLC

For Internal Use Only:

Subscription Amount:

Subscription Date:

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FIDELITY PRIVATE CREDIT COMPANY II LLC

SUBSCRIPTION BOOKLET

CONTENTS

(I)	Subscription Agreement

(II)	Attachment A, Subscriber Information Form and Signature Pages to the Subscription Agreement and Fund Documents

(III)	Attachment B, Subscriber Questionnaire

(IV)	Attachment C, Tax Forms

(V)	Attachment D, Privacy Notice

In connection with completing this Subscription Booklet, please sign and return original copies of (1) executed item (II) – Attachment A, (2) item (III) – Attachment B, and (3) the executed tax forms listed in item (IV) – Attachment C to the Fund at alternatives@fmr.com.

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SUBSCRIPTION AGREEMENT

Subscription Agreement

Fidelity Private Credit Company II LLC 245 Summer Street,

Boston, MA 02210

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INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement, dated as of March 18, 2026, is made by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (herein referred to as the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

1. Appointment of Adviser. The Adviser hereby undertakes and agrees, upon the terms and conditions herein set forth, to provide overall investment advisory services for the Fund and in connection therewith to, in accordance with the Fund’s investment objective, policies and restrictions as in effect from time to time:

(a) determining the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio and the manner of implementing such changes in accordance with the Fund’s investment objective, policies and restrictions;

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ADMINISTRATION AGREEMENT

BETWEEN

FIDELITY PRIVATE CREDIT COMPANY II LLC

AND

FIDELITY DIVERSIFYING SOLUTIONS LLC

This Agreement (“Agreement”) is made as of March 18, 2026 by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Administrator”).

WHEREAS, the Fund is a limited liability company that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company 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.

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INCENTIVE FEE WAIVER AGREEMENT

This Incentive Fee Waiver Agreement (the “Agreement”) is made on this 28th day of May 2026, by and between Nuveen Churchill Private Capital Income Fund (the “Fund”) and Churchill PCIF Advisor LLC, the Fund’s investment adviser (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).

WITNESSETH:

WHEREAS, the Fund is a closed-end, non-diversified management investment company 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 and the Adviser entered into that certain Investment Advisory Agreement, dated May 28, 2024, by and between the Fund and the Adviser (as amended on July 30, 2025, the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Fund; and

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[Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.]

Tenancy Agreement

This Agreement is made on the 31st December 2025 between the Landlord and the Tenant as more particularly described in Schedule I.

The Landlord shall let and the Tenant shall take all that Unit 1211 on 12/F One Midtown, 11 Hoi Shing Road, Tsuen Wan, NT ( hereinafter called “ the Premises” ) for the Term and at the Rent as more particularly described in Schedule I and both parties agree to observe and perform the terms and conditions as follows :-

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FAC RECEIVABLES PURCHASE AGREEMENT

CARVANA FAC LLC,

as FAC Seller

and

CARVANA RECEIVABLES DEPOSITOR LLC,

as Purchaser

_____________________________

Dated as of May 27, 2026

_____________________________

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TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS						2
Section 1.1			Definitions; Rules of Construction			2
ARTICLE II CONVEYANCE OF RECEIVABLES						2
Section 2.1			Conveyance of FAC Receivables			2
Section 2.2			Intent of the Parties			4
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS						4
Section 3.1			Representations and Warranties of the FAC Seller			4
Section 3.2			[Reserved]			8

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ADMINISTRATION AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2, as Issuing Entity,

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P2, as Grantor Trust,

CARVANA, LLC, as Administrator

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee

_____________________________

Dated as of May 27, 2026

_____________________________

CRVNA 2026-P2 Administration Agreement

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SECOND AMENDED AND RESTATED GRANTOR TRUST AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2,

as Grantor

and

BNY MELLON TRUST OF DELAWARE,

as Grantor Trust Trustee, Grantor Trust Certificate Registrar and Grantor Trust Paying Agent

_____________________________

Dated as of May 27, 2026

_____________________________

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COLLATERAL CUSTODIAN AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P2,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P2,

as Grantor Trust

and

CARVANA, LLC,

as Administrator

and

BRIDGECREST CREDIT COMPANY, LLC

as Servicer

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

as Collateral Custodian and Indenture Trustee

_____________________________

Dated as of May 27, 2026

_____________________________

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SECOND AMENDED AND RESTATED TRUST AGREEMENT

CARVANA RECEIVABLES DEPOSITOR LLC,

as Depositor

and

BNY MELLON TRUST OF DELAWARE,

as Owner Trustee

_____________________________

Dated as of May 27, 2026

_____________________________

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