First Eagle Credit Opportunities Fund Sample Contracts

AGENCY AGREEMENT
Agency Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • Missouri

THIS AGREEMENT made the first day of March, 2016, by and between First Eagle Funds, a Delaware statutory trust, First Eagle Variable Funds, a Delaware statuatory trust, each having its principal place of business at 1345 Avenue of the Americas, New York, New York 10105, (each of First Eagle Funds and First Eagle Variable Funds referred to herein as the “Fund”), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”).

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U.S. $75,000,000 LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT by and among First Eagle ALTERNATIVE CREDIT, LLC, as the Collateral Manager FIRST EAGLE CREDIT OPPORTUNITIES FUND SPV, LLC, as the Borrower EACH OF THE LENDERS FROM TIME TO TIME PARTY...
Loan, Security and Collateral Management Agreement • February 8th, 2021 • First Eagle Credit Opportunities Fund • New York

THIS LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of February 5, 2021, by and among:

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SALE AND CONTRIBUTION AGREEMENT by and between FIRST EAGLE CREDIT OPPORTUNITIES FUND SPV, LLC, as the Buyer and FIRST EAGLE CREDIT OPPORTUNITIES FUND, as the Seller Dated February 5, 2021
Sale and Contribution Agreement • February 8th, 2021 • First Eagle Credit Opportunities Fund • New York

THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of February 5, 2021, by and between FIRST EAGLE CREDIT OPPORTUNITIES FUND, a Delaware statutory trust, as the seller (in such capacity, the “Seller”), and FIRST EAGLE CREDIT OPPORTUNITIES FUND SPV, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).

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FIRST EAGLE CREDIT OPPORTUNITIES FUND MANAGEMENT AGREEMENT
Management Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Management Agreement, is entered into as of September 11, 2020 by and between FIRST EAGLE CREDIT OPPORTUNITIES FUND, a Delaware statutory trust (the “Fund”) and FIRST EAGLE INVESTMENT MANAGEMENT, LLC, a registered investment adviser organized under the laws of the State of Delaware (the “Adviser”).

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PLEDGE AGREEMENT
Pledge Agreement • February 8th, 2021 • First Eagle Credit Opportunities Fund • New York

THIS PLEDGE AGREEMENT dated as of February 5, 2021 (this “Agreement”), by and between FIRST EAGLE CREDIT OPPORTUNITIES FUND, a Delaware statutory trust (the “Pledgor”) and ALLY BANK (“Ally Bank”), as administrative agent (in such capacity, the “Administrative Agent”), as secured party on behalf of the Secured Parties.

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FIRST EAGLE CREDIT OPPORTUNITIES FUND New York, New York 10105 UNDERWRITING AGREEMENT
Underwriting Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Underwriting Agreement, is entered into as of , 2020 by and between First Eagle Credit Opportunities Fund (the “Trust”), a Delaware statutory trust, and FEF Distributors, LLC, a Delaware limited liability company (“FEF Distributors”).

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JOINDER AND AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This Joinder and Amendment (“Amendment”) to the Global Custody Agreement dated April 18, 2017, as amended or supplemented as of the date hereof (the “Principal Agreement”), among each entity managed by First Eagle Investment Management, LLC that is set forth on Exhibit A (each, the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), in entered into among each of the aforementioned parties, and the New Fund (as defined below), and is effective as of August , 2020 (the “Effective Date”).

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Re: Amended and Restated Expense Limitation for First Eagle Credit Opportunities Fund (the “Fund”)
Expense Limitation Agreement • April 26th, 2024 • First Eagle Credit Opportunities Fund

First Eagle Investment Management, LLC (the “Investment Adviser”) and the Fund hereby confirm their agreement as follows, which supersedes and replaces in full the corresponding agreements approved by the Fund on March 23, 2022, September 11, 2020, September 20, 2020, April 27, 2021 and December 1, 2021 (the “Preceding Agreements”) during the Limitation Period (as defined below). For the avoidance of doubt, nothing herein shall amend, alter or supersede the ability of the Investment Adviser to seek reimbursement or repayment under the Preceding Agreements.

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FIRST EAGLE CREDIT OPPORTUNITIES FUND AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION SERVICE PLAN AND AGREEMENT CLASS A SHARES
Rule 12b-1 Distribution Service Plan and Agreement • May 31st, 2022 • First Eagle Credit Opportunities Fund

This AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION SERVICE PLAN AND AGREEMENT (the “Plan”) is adopted and entered into as of _____________ __, 2022 between First Eagle Credit Opportunities Fund, a Delaware statutory trust (the “Fund”), and FEF Distributors, LLC, a Delaware limited liability company (“FEF Distributors”) as to the matters herein.

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AGENCY AGREEMENT
Agency Agreement • April 30th, 2021 • First Eagle Credit Opportunities Fund

This amendment (“Amendment”) is entered into on April 27, 2021 (the “Effective Date”), by and between DST SYSTEMS, INC., (“DST”), FIRST EAGLE FUNDS, FIRST EAGLE VARIALBE FUNDS and FIRST EAGLE CREDIT OPPORTUNITIES FUND (collectively, the “Fund”). DST and the Funds are parties to the AGENCY AGREEMENT executed on March 1, 2016 and as subsequently amended (“Agency Agreement”).

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March 23, 2022 First Eagle Credit Opportunities Fund 1345 Avenue of the Americas New York, NY 10105 Re: Amended and Restated Expense Limitation for First Eagle Credit Opportunities Fund (the "Fund") Dear First Eagle Credit Opportunities Fund: First...
Expense Limitation Agreement • March 14th, 2023 • First Eagle Credit Opportunities Fund

First Eagle Investment Management, LLC (the "Investment Adviser") and the Fund hereby confirm their agreement as follows, which supersedes and replaces in full the corresponding agreements approved by the Fund on September 11, 2020, September 20, 2020, April 27, 2021 and December 1, 2021 (the "Preceding Agreements") during the Limitation Period (as defined below). For the avoidance of doubt, nothing herein shall amend, alter or supersede the ability of the Investment Adviser to seek reimbursement or repayment under the Preceding Agreements.

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SUB-ADVISORY AGREEMENT AMONG FIRST EAGLE CREDIT OPPORTUNITIES FUND FIRST EAGLE INVESTMENT MANAGEMENT, LLC, AND FIRST EAGLE ALTERNATIVE CREDIT, LLC
Sub-Advisory Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • Delaware

This Sub-Advisory Agreement (this “Agreement”) is made as of September 11, 2020, by and among First Eagle Credit Opportunities Fund, a Delaware statutory trust (the “Fund”), First Eagle Investment Management, LLC, a Delaware limited liability company (the “Adviser”), and First Eagle Alternative Credit, LLC, a Delaware limited liability company (the “Sub-Adviser”).

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February 5, 2021 First EAGLE CREDIT OPPORTUNITIES FUND SPV, LLC, as Borrower ALLY BANK, as Administrative Agent and as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENT
Securities Account Control Agreement • February 8th, 2021 • First Eagle Credit Opportunities Fund • New York

SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of February 5, 2021 among FIRST EAGLE CREDIT OPPORTUNITIES FUND SPV, LLC, a Delaware limited liability company (the “Borrower”), ALLY BANK, in its capacity as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) under the Loan and Security Agreement, and U.S. BANK NATIONAL ASSOCIATION, in its capacity as Securities Intermediary (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

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AMENDED AND RESTATED FUND SERVICES AGREEMENT BETWEEN EACH FIRST EAGLE ENTITY SET FORTH ON EXHIBIT A HERETO AND
Fund Services Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund • New York

This agreement, dated September , 2020 (this “Agreement”), is between each entity managed by First Eagle Investment Management, LLC or First Eagle Alternative Credit, LLC, that is set forth on Exhibit A, each of whose principal place of business is at 1345 Avenue of the Americas, New York, NY 10105 (each, the “Customer”), and JPMORGAN CHASE BANK, N.A. with a place of business at 70 Fargo Street, Boston, MA 02210 (“J.P. Morgan”).

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March 23, 2022 First Eagle Credit Opportunities Fund 1345 Avenue of the Americas New York, NY 10105
Expense Limitation Agreement • May 31st, 2022 • First Eagle Credit Opportunities Fund

First Eagle Investment Management, LLC (the “Investment Adviser”) and the Fund hereby confirm their agreement as follows, which supersedes and replaces in full the corresponding agreements approved by the Fund on September 11, 2020, September 20, 2020, April 27, 2021 and December 1, 2021 (the “Preceding Agreements”) during the Limitation Period (as defined below). For the avoidance of doubt, nothing herein shall amend, alter or supersede the ability of the Investment Adviser to seek reimbursement or repayment under the Preceding Agreements.

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Re: Expense Limitation for First Eagle Credit Opportunities Fund (the “Fund”)
Expense Limitation Agreement • April 30th, 2021 • First Eagle Credit Opportunities Fund

First Eagle Investment Management, LLC (the “Investment Adviser”) and the Fund hereby confirm their agreement as follows, which supersedes and replaces in full the corresponding agreements approved by the Fund on September 11, 2020 and September 20, 2020 (the “Preceding Agreements”) during the Limitation Period (as defined below). For the avoidance of doubt, nothing herein shall amend, alter or supersede the ability of the Investment Adviser to seek reimbursement or repayment under the Preceding Agreements.

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AMENDED AND RESTATED FUND SERVICES AGREEMENT BETWEEN EACH FIRST EAGLE ENTITY SET FORTH ON EXHIBIT A HERETO AND JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com
Fund Services Agreement • April 30th, 2021 • First Eagle Credit Opportunities Fund • New York

This agreement, dated September 9, 2020 (this “Agreement”), is between each entity managed by First Eagle Investment Management, LLC or First Eagle Alternative Credit, LLC, that is set forth on Exhibit A, each of whose principal place of business is at 1345 Avenue of the Americas, New York, NY 10105 (each, the “Customer”), and JPMORGAN CHASE BANK, N.A. with a place of business at 70 Fargo Street, Boston, MA 02210 (“J.P. Morgan”).

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Re: Amended and Restated Expense Limitation for First Eagle Credit Opportunities Fund (the “Fund”)
Expense Limitation Agreement • March 15th, 2022 • First Eagle Credit Opportunities Fund

First Eagle Investment Management, LLC (the “Investment Adviser”) and the Fund hereby confirm their agreement as follows, which supersedes and replaces in full the corresponding agreements approved by the Fund on September 11, 2020, September 20, 2020 and April 27, 2021 (the “Preceding Agreements”) during the Limitation Period (as defined below). For the avoidance of doubt, nothing herein shall amend, alter or supersede the ability of the Investment Adviser to seek reimbursement or repayment under the Preceding Agreements.

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AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 30th, 2021 • First Eagle Credit Opportunities Fund • New York

This agreement, dated April 18, 2017 (the “Agreement”), is between JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), with a place of business at 383 Madison Ave., Floor 11, New York, New York, 10179; and each entity managed by First Eagle Investment Management, LLC, or First Eagle Alternative Credit, that is set forth on Exhibit A (each, the “Customer”) with a place of business at 1345 Avenue of the Americas, New York, NY 10105.

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AMENDMENT To Agency Agreement between First Eagle Funds, First Eagle Variable Funds and DST Systems, Inc.
Agency Agreement • November 19th, 2020 • First Eagle Credit Opportunities Fund

This amendment (the “Amendment”), effective as of August 10, 2020 (the “Amendment Effective Date”), is by and between First Eagle Funds, First Eagle Variable Funds and First Eagle Credit Opportunities Fund (each of First Eagle Funds, First Eagle Variable Funds and First Eagle Credit Opportunities Fund referred to herein as the “Fund”) and DST Systems, Inc. (“DST”). DST, First Eagle Funds and First Eagle Variable Funds are parties to the Agency Agreement dated March 1, 2016 (the “Agreement”).

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