Exhibit 10.3
EXECUTION VERSION
FACILITY UPSIZE AND LENDER JOINDER AGREEMENT
This FACILITY UPSIZE AND LENDER JOINDER AGREEMENT (this “Joinder”) is made as of June 3, 2026 by and among the Borrower (as defined below), Sumitomo Mitsui Banking Corporation as the Administrative Agent (as defined below) and the Additional Lender listed on Schedule 1 hereto (the “Additional Lender”).
Reference is made to that certain Revolving Credit Agreement, dated as of January 9, 2024, entered into by and among K-PRIME AG Financing LP, a limited partnership formed under the laws of the Province of Ontario, acting by its general partner K-Prime Hedge-Finance GP Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands, as the borrower (the “Borrower”), Sumitomo Mitsui Banking Corporation and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”) (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement and, for purposes hereof, the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.
WHEREAS, the Borrower has submitted a Facility Increase Request attached hereto as Annex I to increase the Maximum Commitment under the Credit Agreement in the amount of $100,000,000 (the “Facility Increase”) for an aggregate Maximum Commitment of $1,025,000,000 in accordance with Section 2.02 of the Credit Agreement.
WHEREAS, the Additional Lender referred to on Schedule 1 hereto shall provide the full amount of such Facility Increase.
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 now agree as follows:
The Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a Lender pursuant to Section 10.06 of the Credit Agreement.
As of the Effective Date (as defined below), the Maximum Commitment shall be increased to $1,025,000,000 and the Commitment of the Additional Lender shall be as set forth on Schedule 1 hereto.
The Additional Lender: (a) confirms that it has received a copy of the Credit Agreement and the other Finance Documents (except for copies of other Lenders’ Assignment Agreements which are available to the Additional Lender upon request), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Credit Agreement or any other Finance Document; (c) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Finance Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (e) attaches (or confirms it has delivered to the Administrative Agent and the Borrower) completed and signed copies of any forms that may be required by the United States Internal Revenue Service (together with any additional supporting documentation required pursuant to applicable Treasury Department regulations or such other evidence satisfactory to the Borrower and the Administrative Agent) in order to certify the Additional Lender’s complete exemption from United States withholding taxes with respect to any payments or distributions made or to be made to the Additional Lender in respect of the Loans or under the Credit Agreement.
Following the execution of this Joinder, this Joinder will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Joinder (the “Effective Date”) shall be the date recited above when each of the conditions set forth below shall have been satisfied, unless otherwise specified on Schedule 1 hereto:
a)The Borrower shall pay to the Administrative Agent the fees specified in that certain Second Amended and Restated Fee Letter, dated as of October 15, 2025, by and among the Borrower and Administrative Agent, in connection with this Joinder and, to the extent invoiced at least two (2) Business Days prior to the required payment date, all other fees due and owing in connection with this Joinder;
b)Reliance letters with respect to favorable opinions of Simpson Thacher & Bartlett LLP, counsel to the Borrower, Stikeman Elliot LLP, special Ontario counsel to the Borrower, and Maples and Calder (Cayman) LLP, Cayman Islands counsel to K-PRIME Hedge-Finance GP Limited, in form and substance reasonably acceptable to the Additional Lender, shall have been delivered to the Administrative Agent and the Additional Lender.
Upon such execution and delivery, as of the Effective Date, the Additional Lender shall be a “Lender” under the Credit Agreement and the other Finance Documents, be bound by the terms thereof and shall have the rights and obligations of a Lender thereunder.
This Joinder constitutes a “Finance Document” and all references to a “Finance Document” in the Credit Agreement and other Finance Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Finance Documents) shall be deemed to include this Joinder.
This Joinder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
This Joinder may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile, electronic mail (including .pdf file, .jpeg file or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Electronic Commerce Act, 2000 (Ontario) or any other applicable law)), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Joinder by telecopier or facsimile (or email with a PDF copy attached) shall be effective as delivery of a manually executed counterpart of this Joinder. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE(S) FOLLOW(S).
IN WITNESS WHEREOF, the Additional Lender has caused this Joinder to be executed by its officers thereunto duly authorized as of the date specified thereon.
BNP PARIBAS S.A.
By: /s/ Olivier Jamin
Name: Olivier Jamin
Title: Global Head Fund Financing Group
By: /s/ Simon Gagey
Name: Simon Gagey
Title: Managing Director
SMBC – K-Prime
Lender Joinder Agreement (BNP Paribas)
Accepted and Approved:
SUMITOMO MITSUI BANKING CORPORATION,
as Administrative Agent
By: /s/ Dominic Goh
Name: Dominic Goh
Title: Managing Director
SMBC – K-Prime
Lender Joinder Agreement (BNP Paribas)
Acknowledged and Approved:
BORROWER REPRESENTATIVE:
K-PEC LIQUIDITY LIMITED
By: /s/ Mark Rappo
Name: Mark Rappo
Title: Director
SMBC – K-Prime
Lender Joinder Agreement (BNP Paribas)