Contract

Exhibit 10.1

EXECUTION VERSION

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August 2, 2024 (this “Amendment”), by and among ASIF FUNDING II, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”), ARES STRATEGIC INCOME FUND, a Delaware statutory trust, as Parent (together with its successors and assigns in such capacity, the “Parent”) and Servicer (together with its successors and assigns in such capacity, the “Servicer”), the Lenders party hereto (the “Lenders”) and THE BANK OF NOVA SCOTIA, as the Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Servicer, the Lenders, the Administrative Agent, U.S. Bank Trust Company, National Association, as the Collateral Administrator (together with its successors and assigns in such capacity, the “Collateral Administrator”) and as the Collateral Agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, a national banking association as the Custodian (together with its successors and assigns in such capacity, the “Custodian”) and Document Custodian (together with its successors and assigns in such capacity, the “Document Custodian”), are party to the Credit Agreement, dated as of March 1, 2024 (as amended, modified and supplemented from time to time, the “Credit Agreement”). Terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement.

WHEREAS, the Borrower and the Lenders desire to amend and otherwise modify the Credit Agreement, in accordance with Section 12.5 of the Credit Agreement and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments. As of the date of this Amendment, the definition of "Applicable Margin" appearing in Section 1.1 of the Credit Agreement is hereby amended in its entirety and replaced with the following:

"Applicable Margin" means, in respect of the Loans, (i) from the Closing Date to and including the end of the Reinvestment Period, 2.10% per annum and (ii) following the end of the Reinvestment Period, 2.40% per annum.

2. Representations and Warranties. (a) The Borrower hereby represents and warrants to the Lenders that, as of the date first written above, (i) no Default, Event of Default or Servicer Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects on and as of such day (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Scotia - Ares Warehouse - Amendment No. 1 to Credit Agreement (Applicable Margin) (EC).docx

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(b) The Borrower represents and warrants that this Amendment has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

3. Conditions Precedent. This Amendment shall become effective upon the satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Effective Date”).

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, the Servicer, the Administrative Agent and the Lenders.

(b) The representations and warranties set forth in this Amendment shall be true and correct in all material respects on the Effective Date.

(c) No Default, Event of Default or Servicer Event of Default shall have occurred and be continuing as of the Effective Date.

4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. Ratification. Except as expressly amended hereby, the Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Credit Agreement for all purposes.

6. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

7. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

8. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow.]

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

THE BORROWER:						ASIF FUNDING II, LLC, as Borrower
						By: Ares Strategic Income Fund, its sole Manager
			By:			/s/ XXXXX X. XXX
			Name:			Xxxxx X. Xxx
			Title:			Chief Financial Officer and Treasurer

Signature Page to Amendment No. 1 to Credit Agreement

THE ADMINISTRATIVE AGENT:						THE BANK OF NOVA SCOTIA
			By:			/s/ XXXXXX XX
			Name:			Xxxxxx Xx
			Title:			Managing Director
			By:			/s/ XXXXX XXXXXXXXXX
			Name:			Xxxxx Xxxxxxxxxx
			Title:			Director

Signature Page to Amendment No. 1 to Credit Agreement

REVOLVING LENDER:						THE BANK OF NOVA SCOTIA, as Revolving
						Lender
			By:			/s/ XXXXXX XX
			Name:			Xxxxxx Xx
			Title:			Managing Director
			By:			/s/ XXXXX XXXXXXXXXX
			Name:			Xxxxx Xxxxxxxxxx
			Title:			Director

Signature Page to Amendment No. 1 to Credit Agreement

PARENT AND SERVICER:						ARES STRATEGIC INCOME FUND, as Parent
						and Servicer
			By:			/s/ XXXXX X. XXX
			Name:			Xxxxx X. Xxx
			Title:			Chief Financial Officer and Treasurer

Signature Page to Amendment No. 1 to Credit Agreement