First Amendment and Waiver to Revolving Credit Agreement, dated as of November 14, 2018, by and among AB Private Credit Investors Corporation, HSBC Bank USA, National Association, as the Administrative Agent and a Lender, and each of the Banks a party thereto

FIRST AMENDMENT AND WAIVER TO

REVOLVING CREDIT AGREEMENT

This FIRST AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of November 14, 2018 is entered into by and among AB Private Credit Investors Corporation, a Maryland corporation (the “Borrower”), HSBC Bank USA, National Association, as the administrative agent (in such capacity, the “Administrative Agent”) and a Lender, and the Banks that have executed a signature page attached hereto.

RECITALS

WHEREAS, the Borrower and the Administrative Agent have entered into that certain Revolving Credit Agreement, dated as of November 15, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lender waive any breach, default, Potential Default or Event of Default that may have resulted from the Specified Events (as defined below) and the Borrower’s failure to comply with the Specified Covenants (as defined below) prior to the date hereof; and

WHEREAS, pursuant to Section 12.1 of the Credit Agreement, the parties hereto wish to amend the Credit Agreement as further described herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Credit Agreement, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.

SECTION 2. Amendments to Credit Agreement. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

2.1. The definition of “Borrowing Base” in Section 1.1 is hereby amended and restated in its entirety as follows:

““Borrowing Base” means, at any time of determination, the sum of (a) ninety percent (90%) of the aggregate Unfunded Capital Commitments of the Included Investors that are Rated Investors, as such amount is first reduced by all applicable Concentration Limits, (b) sixty-five percent (65%) of the aggregate Unfunded Capital Commitments of the Included Investors that are Eligible HNW Investors, as such amount is first reduced by all applicable Concentration Limits and (c) the Guaranteed Borrowing Base Amount. For the avoidance of doubt, the Unfunded Capital Commitments of an Excluded Investor shall be excluded from the Borrowing Base until such time as such Investor becomes or is restored as an Included Investor.”

2.2. The definition of “Maximum Commitment” in Section 1.1 is hereby amended and restated in its entirety as follows:

““Maximum Commitment” means (a) during the period from November 14, 2018 through the Temporary Increase Maturity Date, $100,000,000, and (b) from and after the Temporary Increase Maturity Date, $50,000,000, in each case as it may be reduced by the Borrowers pursuant to Section 3.6 or increased from time to time by the Borrowers pursuant to Section 2.15.”

2.3. The definition of “Stated Maturity Date” in Section 1.1 is hereby amended and restated in its entirety as follows:

““Stated Maturity Date” means November 13, 2019.”

2.4. The following new definitions are hereby added to Section 1.1 of the Credit Agreement in their appropriate alphabetical order:

““Incremental Available Amount” means, the portion of the Borrowing Base that is attributable to the difference between (a) sixty-five percent (65%) of the aggregate Unfunded Capital Commitments of the Included Investors that are Eligible HNW Investors, as such amount is first reduced by all applicable Concentration Limits, and (b) fifty percent (50%) of the aggregate Unfunded Capital Commitments of the Included Investors that are Eligible HNW Investors, as such amount is first reduced by all applicable Concentration Limits.”

““Temporary Increase Maturity Date” means the earlier of (a) February 7, 2019; and (b) the Stated Maturity Date.”

2.5. Section 2.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“[Reserved.]”

2.6. Section 3.5(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(b) Mandatory Prepayment; Excess Loans Outstanding.

(i) If on any day the Principal Obligations exceed the Available commitment (including, without limitation, as a result of an Exclusion Event or from any pro forma calculation taking into account a pending Investor Transfer or permitted withdrawal), then the applicable Borrowers shall pay without further demand such excess to the Administrative Agent, for the benefit of the Lenders, in immediately available funds by the Required Payment Time. Each Borrower hereby agrees that the Administrative Agent may withdraw from the applicable Borrower’s Collateral Account any Capital Contributions deposited therein and apply the same to the Principal Obligations owing by such Borrower upon notice and until such time as the payment obligations owing by such Borrower pursuant to this Section 3.5(b) have been satisfied in full.

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(ii) To the extent that the Incremental Available Amount is utilized for any Borrowing hereunder, the applicable Borrowers shall repay, without further demand, the Principal Obligations of such Borrowing to the Administrative Agent, for the benefit of the Lenders, in immediately available funds by the date that is no later than thirty (30) days from the date such Borrowing was incurred.”

SECTION 3. Waiver.

3.1. Section 2.14(d) of the Credit Agreement requires that the Borrower shall have delivered with respect to the Stated Maturity Date an Extension Request to the Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to the Stated Maturity Date then in effect. Section 2.15(c)(i) of the Credit Agreement requires that the Borrower shall deliver to Administrative Agent a Facility Increase Request. Sections 2.14(d) and 2.15(c)(i) of the Credit Agreement are collectively referred to as the “Specified Covenants”.

3.2. The Borrower failed to deliver an Extension Request to the Administrative Agent within the required time pursuant to the Credit Agreement (the “Extension Request Event”). The Borrower failed to deliver a Facility Increase Request to the Administrative Agent pursuant to the Credit Agreement (the “Facility Increase Event”). The Extension Request Event and Facility Increase Event are collectively referred to as the “Specified Events”.

3.3. The Administrative Agent and the undersigned Lender hereby agree to and hereby grant the requests of the Borrower set forth in the recitals hereto and waive any breach, default, Potential Default or Event of Default with respect to the Specified Covenants that may have resulted solely as a result of the Specified Events (the “Specified Waiver”).

SECTION 4. Conditions Precedent. This Amendment shall become effective on the date (the “Effective Date”) upon which all of the following conditions have been satisfied:

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SECTION 5. Miscellaneous.

5.1. Representations and Warranties. (a) Each of the parties hereto hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Debtor Relief Laws and equitable principles and (b) each of the Borrower and the Borrower GP hereby represents and warrants that upon the Effective Date, no Potential Default or Event of Default shall exist.

5.2. References to Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

5.3. Effect on Credit Agreement. Except as specifically amended by this Amendment, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

5.4. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

5.5. Governing Law. This Amendment and any claim, controversy or dispute arising under or related to or in connection therewith, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations Law.

5.6. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

5.7. Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment.

5.8. Multiple Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signatures Follow]

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