APOLLO DEBT SOLUTIONS BDC as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of March 21, 2024 Providing for the Issuance of Debt SecuritiesApollo Debt Solutions BDC • March 22nd, 2024 • New York
INDENTURE, dated as of March 21, 2024, between Apollo Debt Solutions BDC, a Delaware statutory trust (hereinafter called the “Company”), having its principal office at 9 West 57th Street, New York, New York 10019, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter called the “Trustee”), having its office at 100 Wall Street, Suite 600, New York, NY 10005.
Up to U.S. $500,000,000 LOAN AND SERVICING AGREEMENT Dated as of January 7, 2022 among MALLARD FUNDING LLC, as the Borrower APOLLO DEBT SOLUTIONS BDC, as the Transferor and the Servicer MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent...Loan and Servicing Agreement • January 11th, 2022 • Apollo Debt Solutions BDC • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
CONFORMED THROUGH AMENDMENT NO. 1 DATED APRIL 7, 2022 CREDIT AND SECURITY AGREEMENT Dated as of January 7, 2022 among CARDINAL FUNDING LLC, as Borrower, APOLLO DEBT SOLUTIONS BDC, as Collateral Manager and Equityholder THE LENDERS FROM TIME TO TIME...Credit and Security Agreement • April 20th, 2022 • Apollo Debt Solutions BDC • New York
CREDIT AND SECURITY AGREEMENT, dated as of January 7, 2022, by and among CARDINAL FUNDING LLC, a Delaware limited liability company, as borrower (the “Borrower”), APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust, in its capacity as Collateral Manager and in its capacity as Equityholder, the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (the “Bank”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and as collateral administrator (in such capacity, the “Collateral Administrator”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG APOLLO DEBT SOLUTIONS BDC AND BOFA SECURITIES, INC. BNP PARIBAS SECURITIES CORP. SMBC NIKKO SECURITIES AMERICA, INC. Dated as of March 21, 2024Registration Rights Agreement • March 22nd, 2024 • Apollo Debt Solutions BDC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2024, by and among Apollo Debt Solutions BDC, a Delaware statutory trust (the “Company”), and BofA Securities, Inc., BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc., as the representatives (together, the “Representatives”) to the other several initial purchasers (collectively, the “Initial Purchasers”) of $650,000,000 aggregate principal amount of the Company’s 6.900% Notes due 2029 (the “Notes”) listed on Schedule A to the Purchase Agreement (as defined below).
CUSTODY AGREEMENTCustody Agreement • July 23rd, 2021 • Apollo Debt Solutions BDC • Massachusetts
Services AgreementServices Agreement • March 30th, 2022 • Apollo Debt Solutions BDC • New York
Apollo Debt Solutions BDC, a statutory trust organized in the state of Delaware (the “Fund”). The Fund and DST each may be referred to individually as a “Party” or collectively as “Parties.”
ADMINISTRATION AGREEMENTAdministration Agreement • March 30th, 2022 • Apollo Debt Solutions BDC • New York
ADMINISTRATION AGREEMENT (this “Agreement”) made as of July 22, 2021 by and between Apollo Debt Solutions BDC, a Delaware statutory trust (hereinafter referred to as the “Company”), and Apollo Credit Management, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
CREDIT AGREEMENT dated as of July 7, 2022 by and among GROUSE FUNDING LLC, as Borrower, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Syndication Agent GOLDMAN SACHS BANK USA, as Administrative Agent STATE STREET BANK AND TRUST COMPANY, as Collateral...Credit Agreement • July 12th, 2022 • Apollo Debt Solutions BDC • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
FORM OF ESCROW AGREEMENTEscrow Agreement • March 30th, 2022 • Apollo Debt Solutions BDC • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of October 14, 2021, is entered into by and among Apollo Debt Solutions BDC, a Delaware statutory trust (the “Fund”), Apollo Global Securities, LLC, a Delaware limited liability company, as intermediary manager for the Fund (the “Intermediary Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
INTERMEDIARY MANAGER AGREEMENTIntermediary Manager Agreement • March 30th, 2022 • Apollo Debt Solutions BDC • New York
This Intermediary Manager Agreement (this “Agreement”) is entered into by and between Apollo Debt Solutions BDC, a Delaware statutory trust (the “Company”) and Apollo Global Securities, LLC (the “Intermediary Manager”).
SELECTED INTERMEDIARY AGREEMENTSelected Intermediary Agreement • October 26th, 2021 • Apollo Debt Solutions BDC • New York
Apollo Global Securities, LLC, as the intermediary manager (“Intermediary Manager”) for Apollo Debt Solutions BDC (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”) subject to the following terms:
SALE AND CONTRIBUTION AGREEMENT between APOLLO DEBT SOLUTIONS BDC, as Seller and GROUSE FUNDING LLC, as Purchaser Dated as of July 7, 2022Sale and Contribution Agreement • July 12th, 2022 • Apollo Debt Solutions BDC • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of July 7, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and GROUSE FUNDING LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
ContractNon-Recourse Carveout Guaranty Agreement • July 12th, 2022 • Apollo Debt Solutions BDC • New York
This NON-RECOURSE CARVEOUT GUARANTY AGREEMENT (this “Agreement”) is entered into as of July 7, 2022 (the “Closing Date”), by Apollo Debt Solutions BDC, a Delaware statutory trust (the “Guarantor”), in favor of (a) State Street Bank and Trust Company as collateral agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below) and (b) Goldman Sachs Bank USA and its affiliates that are successors and assigns, as Lender, Administrative Agent and Calculation Agent (each as defined in the Credit Agreement referred to below) (in such capacities, “GS”).
FACILITY AGREEMENT dated as of February 22, 2021 between APOLLO DEBT SOLUTIONS BDC and GOLDMAN SACHS BANK USAFacility Agreement • July 23rd, 2021 • Apollo Debt Solutions BDC • New York
FACILITY AGREEMENT (this “Agreement”) dated as of February 22, 2021 (the “Closing Date”) between APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust (the “Company”) and GOLDMAN SACHS BANK USA (the “Financing Provider”).
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN APOLLO DEBT SOLUTIONS BDC AND APOLLO CREDIT MANAGEMENT, LLCInvestment Advisory Management Agreement • March 14th, 2024 • Apollo Debt Solutions BDC • New York
This Second Amended and Restated Investment Advisory Management Agreement made on the 14th day of March, 2024, is made by and between Apollo Debt Solutions BDC, a Delaware statutory trust (herein referred to as the “Fund”) and Apollo Credit Management, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (the “Agreement”).
JOINT FIDELITY BOND AGREEMENT AS AMENDED AND RESTATEDJoint Fidelity Bond Agreement • August 11th, 2022 • Apollo Debt Solutions BDC • New York
This JOINT FIDELITY BOND AGREEMENT as amended and restated is dated as of July 22, 2021 by and between Apollo Debt Solutions BDC (“Apollo Debt Solutions”) and Apollo Credit Management, LLC (the “Adviser”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 21st, 2024 • Apollo Debt Solutions BDC • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of February 16, 2024 (this “Amendment”), is entered into by and between MERLIN FUNDING LLC (the “Borrower”) and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • March 30th, 2022 • Apollo Debt Solutions BDC • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 22 day of July 2021, by and between APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust (the “Fund”), and APOLLO CREDIT MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
PURCHASE AND SALE AGREEMENT by and between MALLARD FUNDING LLC, as the Purchaser and APOLLO DEBT SOLUTIONS BDC, as the Transferor Dated as of January 7, 2022Purchase and Sale Agreement • January 11th, 2022 • Apollo Debt Solutions BDC • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of January 7, 2022, by and between APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust, as the seller (the “Transferor”), and MALLARD FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • October 12th, 2023 • Apollo Debt Solutions BDC • New York
THIS SECURITY AGREEMENT (together with all amendments, supplements and other modifications, if any, from time to time made hereto, this “Security Agreement”), dated as of October 6, 2023 made by and among MERLIN FUNDING LLC, a Delaware limited liability company (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and Deutsche Bank National Trust Company, as collateral agent (the “Collateral Agent”).
INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN APOLLO DEBT SOLUTIONS BDC AND APOLLO CREDIT MANAGEMENT, LLCManagement Agreement • July 23rd, 2021 • Apollo Debt Solutions BDC • New York
This Investment Advisory Management Agreement made this [ ] day of [ ], 2021, is made by and between Apollo Debt Solutions BDC, a Delaware statutory trust (herein referred to as the “Fund”) and Apollo Credit Management, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (the “Agreement”).
CREDIT AGREEMENT Dated as of October 6, 2023 among MERLIN FUNDING LLC, MORGAN STANLEY BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC.,Assignment and Assumption • October 12th, 2023 • Apollo Debt Solutions BDC • New York
CREDIT AGREEMENT, dated as of October 6, 2023 (the “Warehouse Closing Date”) (as amended, modified or supplemented from time to time, this “Agreement”), among MERLIN FUNDING LLC, a Delaware limited liability company (the “Borrower”), Apollo Debt Solutions BDC (the “Subordinated Lender” and, together with its permitted successors and assigns, the “Subordinated Lenders”), MORGAN STANLEY BANK, N.A., as lender (in such capacity, the “Lender” and, together with its permitted successors and assigns, the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, as collateral agent for the Administrative Agent and the Lenders (in such capacity, the “Collateral Agent”).
WAREHOUSE COLLATERAL MANAGEMENT AGREEMENT dated as of October 6, 2023 by and between MERLIN FUNDING LLC, as Borrower and APOLLO DEBT SOLUTIONS BDC, as Collateral ManagerWarehouse Collateral Management Agreement • October 12th, 2023 • Apollo Debt Solutions BDC • New York
THIS WAREHOUSE COLLATERAL MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 6, 2023, is entered into by and between MERLIN FUNDING LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”) and APOLLO DEBT SOLUTIONS BDC, a statutory trust formed under the laws of the State of Delaware, as interim collateral manager (together with its successors and permitted assigns, “ADS” and the “Collateral Manager”).
CUSTODY AGREEMENTAgreement • March 30th, 2022 • Apollo Debt Solutions BDC • Massachusetts
ContractApollo Debt Solutions BDC • July 23rd, 2021
FIRST AMENDED AND RESTATED DECLARATION OF TRUST, dated as of February 9, 2021, is made by the individual trustee identified on the signature page hereto (the “Trustee”) and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • July 23rd, 2021 • Apollo Debt Solutions BDC • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [ ] day of [ ], 2021, by and between APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust (the “Fund”), and APOLLO CREDIT MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
ContractCredit and Security Agreement • December 12th, 2022 • Apollo Debt Solutions BDC • New York
AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT, dated as of December 9, 2022 (this “Amendment”), among Cardinal Funding LLC, as borrower (the “Borrower”), Apollo Debt Solutions BDC, in its capacity as collateral manager (the “Collateral Manager”) and in its capacity as equityholder (the “Equityholder”), the Lenders from time to time party thereto, Citibank, N.A., as administrative agent (the “Administrative Agent”), The Bank of New York Mellon Trust Company, National Association, as collateral agent (the “Collateral Agent”), custodian (the “Custodian”) and collateral administrator (the “Collateral Administrator”).
ContractDeclaration of Trust • July 23rd, 2021 • Apollo Debt Solutions BDC
SECOND AMENDED AND RESTATED DECLARATION OF TRUST, dated as of July 1, 2021, is made by the individual trustee identified on the signature page hereto (the “Trustee”) and Wilmington Trust, National Association, as Delaware trustee (the “Delaware Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 26th, 2021 • Apollo Debt Solutions BDC
Subscription Agreement, dated as of July 22, 2021, between Apollo Debt Solutions BDC, a Delaware statutory trust (the “Fund”) and Apollo Principal Holdings VIII, L.P. (the “Purchaser”).
