AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.4
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of January 19, 2026 (this "Agreement") among FPLF NS Holdings Finance LLC, as Borrower (the "Borrower"), FPLF NS Holdings Finance DAC, as Subsidiary Guarantor (the "Subsidiary Guarantor"), FPLF NS Holdings Finance CM LLC, as Servicer (the "Servicer"), the Lenders party hereto, The Bank of Nova Scotia, as Administrative Agent (the "Administrative Agent"), U.S. Bank Trust Company, National Association, as Collateral Agent (the "Collateral Agent") and Collateral Administrator (the "Collateral Administrator") and U.S. Bank National Association, as Custodian (the "Custodian").
The Borrower, the Subsidiary Guarantor, the Servicer, the Membership Interest Holders party thereto, the Lenders party thereto, the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Custodian are parties to a Credit Agreement dated as of November 7, 2025 (as may be amended, modified and supplemented and in effect from time to time prior to the date hereof, the "Credit Agreement", and the Credit Agreement as amended by this Agreement, the "Amended Credit Agreement").
Pursuant to the terms of Section 12.5 of the Credit Agreement, the Borrower, the Subsidiary Guarantor, the Servicer, the Administrative Agent and the Lenders (representing all Lenders party to the Credit Agreement) party hereto wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
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In accordance with Section 12.5 of the Credit Agreement, the Loan Parties will, promptly following execution hereof, provide a copy of this Agreement to each Lender, the Administrative Agent and the Collateral Agent. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any legal action or proceeding with respect to this Agreement or any other Loan Document and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement,
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the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate courts from any thereof.
Section 10. Effectiveness. Upon the execution and delivery hereof by each of the parties hereto, this Agreement shall be effective as of the date hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.
FPLF NS HOLDINGS FINANCE LLC,
as Borrower
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: Deputy Chief Financial Officer |
FPLF NS HOLDINGS FINANCE DAC,
as Subsidiary Guarantor
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: Deputy Chief Financial Officer |
FPLF NS HOLDINGS FINANCE CM LLC,
as Servicer
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Director |
[Amendment No. 1 to Credit Agreement]
THE BANK OF NOVA SCOTIA,
as Revolving Lender and Term Lender
By: |
/s/ ▇▇▇▇▇▇ ▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇ |
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Title: Managing Director |
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: Director |
[Amendment No. 1 to Credit Agreement]
Acknowledged and agreed to by the Agents:
THE BANK OF NOVA SCOTIA,
as Administrative Agent
By: |
/s/ ▇▇▇▇▇▇ ▇▇ |
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Name: ▇▇▇▇▇▇ ▇▇ |
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Title: Managing Director |
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
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Title: Director |
[Amendment No. 1 to Credit Agreement]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Collateral Agent and Collateral Administrator
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Senior Vice President |
[Amendment No. 1 to Credit Agreement]
U.S. BANK National Association,
as Custodian
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Vice President |
[Amendment No. 1 to Credit Agreement]
ANNEX A
[TO BE ATTACHED]
