SECOND AMENDMENT TO THE EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

Corporate Capital Trust II 8-K

Exhibit 10.1

SECOND AMENDMENT TO THE EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT 

This second amendment to the Amended and Restated Expense Support and Conditional Reimbursement Agreement (this “Second Amendment”) is made as of September 26, 2016, by and among CORPORATE CAPITAL TRUST II, a Delaware statutory trust, (“Company”), CNL FUND ADVISORS II, LLC, a Delaware limited liability company (“CNL”) and KKR CREDIT ADVISORS (US) LLC, a Delaware limited liability company (“KKR”).

WHEREAS, the Company, CNL and KKR are parties to that certain Amended and Restated Expense Support and Conditional Reimbursement Agreement dated September 24, 2015 (the “Agreement”); and

WHEREAS, the parties amended the Agreement on May 10, 2016 by entering into an First Amendment to Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “First Amendment”); and

WHEREAS, in accordance with Section 4.5 of the Agreement, the parties desire to further amend the Agreement as hereinafter 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 are hereby acknowledged, the parties hereby agree as follows:

1.       

The reference to “September 30, 2016” in Section 1 of the Agreement is hereby deleted, and “December 31, 2016” is inserted in the place of such deleted reference.

2.       

Full Force and Effect. Except as modified hereby, the Agreement shall remain in full force and effect. All capitalized terms shall mean the same as in the Agreement.

3.       

Counterparts. This Second Amendment may be executed in more than one counterpart, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. This Second Amendment may also be executed electronically.

4.       

Governing Law. This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law provisions.

[remainder of page blank; signatures follow]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first above written.

	CNL FUND ADVISORS II, LLC
	By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxxx
	Title:	Chief Financial Officer
	KKR CREDIT ADVISORS (US) LLC
	By:	/s/ Xxxxxxx X. Xxx Xxxx
	Name:	Xxxxxxx X. Xxx Xxxx
	Title:	Authorized Signatory
	CORPORATE CAPITAL TRUST II
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Chief Executive Officer