Up to $1,500,000,000 LOAN AND SERVICING AGREEMENT Dated as of October 3, 2024 Among ONEX DIRECT LENDING BDC SPV, LLC, as the Borrower ONEX DIRECT LENDING BDC FUND, as the Transferor ONEX DIRECT LENDING BDC FUND, as the Servicer SUMITOMO MITSUI BANKING...Loan and Servicing Agreement • October 9th, 2024 • Onex Direct Lending BDC Fund
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or acquire, on a “true contribution” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Contribution Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, in accordance with the terms hereof. Accordingly, the parties agree as follows:
AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN ONEX DIRECT LENDING BDC FUND AND ONEX CREDIT ADVISOR, LLCAdministration Agreement • March 6th, 2024 • Onex Direct Lending BDC Fund • New York
This Agreement (“Agreement”) is made as of March 5, 2024 by and between Onex Direct Lending BDC Fund, a Delaware statutory trust (the “Fund”), and Onex Credit Advisor, LLC, a Delaware limited liability company (the “Administrator”).
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
THIS AGREEMENT is made and entered into as of the last date on the signature page, by and among ONEX FALCON DIRECT LENDING BDC FUND, a Delaware Statutory Trust (the “Fund”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).
ONEX DIRECT LENDING BDC FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of March 5, 2024Agreement and Declaration of Trust • May 9th, 2024 • Onex Direct Lending BDC Fund
THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 5th day of March 2024, by the Board of Trustees hereunder.
ONEX FALCON DIRECT LENDING BDC FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of September 15, 2021Agreement and Declaration of Trust • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 15th day of September 2021, by the Board of Trustees hereunder and Delaware Trust Company, as Delaware trustee.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 6th, 2024 • Onex Direct Lending BDC Fund • New York
This Second Amended and Restated Investment Advisory Agreement, dated and effective as of March 5, 2024, is made by and between Onex Direct Lending BDC Fund, a Delaware statutory trust (herein referred to as the “Fund”) and Onex Credit Advisor, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • May 11th, 2023 • Onex Falcon Direct Lending BDC Fund • New York
This Revolving Loan Agreement is made as of May [5], 2023 (the “Loan Agreement”) between Onex Falcon Direct Lending BDC Fund, a Delaware statutory trust (the “Borrower”), and Onex Credit Finance II Corporation, a Delaware corporation (the “Lender”).
SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
THIS AGREEMENT is made and entered into as of the last date written on the signature block, by and between ONEX Falcon Direct Lending BDC Fund, a Delaware Statutory Trust (the “Fund”), ONEX FALCON INVESTMENT ADVISORS, LLC, a Delaware limited liability company, (the “Administrator”), and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).
ContractLoan and Servicing Agreement • April 7th, 2022 • Onex Falcon Direct Lending BDC Fund • New York
AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT, dated as of December 27, 2021 (this “Amendment ”), among Onex Falcon Direct Lending BDC SPV, LLC, a Delaware limited liability company (the “Borrower”), Onex Falcon Direct Lending BDC Fund, as collateral manager (the “Collateral Manager”), Société Générale, as agent (the “Agent ”) and lender agent (the “Lender Agent”) and Multicurrency Lender, Dollar Lender and as a Revolving Lender (the “Lender”), U.S. Bank National Association, as collateral agent (the “Collateral Agent”) and as collateral custodian (the “Collateral Custodian”).
Onex Falcon Direct Lending BDC FundInvestment Advisory Agreement • May 11th, 2023 • Onex Falcon Direct Lending BDC Fund
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
This Forward Purchase Agreement (this “Agreement”) is made and entered into as of this 15th day of September, 2021 by and between Onex Credit Finance II Corporation, a Delaware corporation (“Seller”) and Onex Falcon Direct Lending BDC Fund, a Delaware statutory trust that intends to elect to be regulated as a business development company (“Buyer”). (Buyer and Seller may be referred to individually herein as a “Party” and collectively as the “Parties”).
ContractLoan and Servicing Agreement • July 20th, 2022 • Onex Falcon Direct Lending BDC Fund • New York
AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENT, dated as of July 14, 2022 (this “Amendment”), among Onex Falcon Direct Lending BDC SPV, LLC, a Delaware limited liability company (the “Borrower”), Onex Falcon Direct Lending BDC Fund, as collateral manager (the “Collateral Manager”), Société Générale, as agent (the “Agent”) and lender agent (the “Lender Agent”) and Multicurrency Lender, Dollar Lender and as a Revolving Lender, U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as collateral agent (the “Collateral Agent”), U.S. Bank National Association, as collateral custodian (the “Collateral Custodian”) and each of the Lenders party hereto (the “Lenders”).
AMENDMENT No. 1 TO THE SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • March 6th, 2024 • Onex Direct Lending BDC Fund • New York
This Amendment No. 1 to the Sub-Administration Servicing Agreement is made and entered into by and between Onex Direct Lending BDC Fund, a Delaware Statutory Trust (the “Fund”), Onex Falcon Investment Advisors, LLC, a Delaware limited liability company, (the “Assignor”), Onex Credit Advisor, LLC (the “Assignee”) and U.S. Bancorp Fund Services, LLC d/b/a/ U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”), dated as of March 6, 2024 (the “Amendment”).
LICENSE AGREEMENTLicense Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of September 16, 2021 (the “Effective Date”) by and between Onex Corporation (the “Licensor”), the ultimate parent company of Onex Falcon Investment Advisors, LLC, and Onex Falcon Direct Lending BDC Fund (the “Licensee”) (each a “party,” and collectively, the “parties”).
CONTRIBUTION AGREEMENT between ONEX DIRECT LENDING BDC FUND, as Transferor and ONEX DIRECT LENDING BDC SPV, LLC, as Transferee Dated as of October 3, 2024Contribution Agreement • October 9th, 2024 • Onex Direct Lending BDC Fund • New York
This CONTRIBUTION AGREEMENT, dated as of October 3, 2024 (as amended, supplemented or otherwise modified, this “Agreement”), between Onex Direct Lending BDC Fund, a Delaware statutory trust, as transferor (in such capacity, the “Transferor”), and Onex Direct Lending BDC SPV, LLC, a Delaware limited liability company, as transferee (in such capacity, the “Transferee”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 16th day of September, 2021, by and between ONEX FALCON DIRECT LENDING BDC FUND, a Delaware statutory trust (the “Fund”), and ONEX FALCON INVESTMENT ADVISORS, LLC, a Delaware limited liability company (the “Adviser”).
CUSTODIAL AGREEMENT dated as of September 16, 2021 by and between ONEX FALCON DIRECT LENDING BDC FUND (“Fund”) and (“Custodian”)Custodial Agreement • September 17th, 2021 • Onex Falcon Direct Lending BDC Fund • New York
THIS CUSTODIAL AGREEMENT (this “Agreement”) is dated as of September 16, 2021 and is by and between ONEX FALCON DIRECT LENDING BDC FUND, a Delaware Statutory Trust (together with its successors and permitted assigns, the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian (in its capacity as custodian under this Agreement, or any successor or permitted assign acting in such capacity, the “Custodian”).
Onex Falcon Direct Lending BDC FundInvestment Advisory Agreement • July 24th, 2023 • Onex Falcon Direct Lending BDC Fund
of April 4, 2023 (this “Amendment”), among Onex Falcon Direct Lending BDC SPV, LLC, a Delaware limited liability company (the “Borrower”), Onex Falcon Direct Lending BDC Fund, as collateral manager (the “Collateral Manager”), Société Générale, as...Loan and Servicing Agreement • May 11th, 2023 • Onex Falcon Direct Lending BDC Fund • New York
WHEREAS, the Borrower, the Collateral Manager, Onex Falcon Direct Lending BDC Fund, as equityholder, the Collateral Agent, the Collateral Custodian, the Lenders and the Agent are party to the Loan and Servicing Agreement, dated as of October 4, 2021 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”);
