Amendment No. 2 to Expense Support and Conditional Reimbursement Agreement among Corporate Capital Trust, Inc., CNL Fund Advisors Company, and KKR Asset Management LLC
This amendment updates the Expense Support and Conditional Reimbursement Agreement between Corporate Capital Trust, Inc., CNL Fund Advisors Company, and KKR Asset Management LLC. The changes extend the agreement's term from December 31, 2011, to March 31, 2012, adjust the expense support percentage from 50% to 32.5%, and revise the definition of operating expenses. All other terms of the original agreement remain unchanged. The amendment is effective immediately before the close of business on December 31, 2011.
Exhibit 10.1
 | 450 S. Orange Avenue Orlando, FL 32801 Tel ###-###-#### Fax ###-###-#### www.CorporateCapitalTrust.com
Mailing Address: P.O. Box 4920 Orlando, Florida ###-###-#### |
December 16, 2011
| CNL Fund Advisors Company 450 S. Orange Avenue Orlando, FL 32801 Attention: Paul S. Saint-Pierre Chief Financial Officer | KKR Asset Management LLC 555 California Street, 50th Floor San Francisco, CA 94104 Attention: Nicole J. Macarchuk General Counsel |
| RE: | Amendment 2 to Expense Support and Conditional Reimbursement Agreement Dated as of June 7, 2011, as amended |
Ladies and Gentlemen:
This letter confirms our intent that, effective as of immediately before the close of business on December 31, 2011, in accordance with Section 4.4 thereof, the above-referenced agreement among us (the “Agreement”) is hereby amended as follows:
| 1. | The reference to “December 31, 2011” in Section 1 of the Agreement is hereby deleted, and “March 31, 2012” is inserted in the place of such deleted reference. |
| 2. | Each reference to “50%” in Section 1 of the Agreement is hereby deleted, and “32.5%” is inserted in the place of each such deleted reference. |
| 3. | The definition of “(b) “Operating Expenses”“ in Section 1 of the Agreement is hereby deleted in its entirety and the following definition is inserted in the place of such deleted definition: “(b) “Operating Expenses” for any period means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting principles, including base advisory fees payable pursuant to the Advisory Agreements, and excluding (i) incentive advisory fees payable pursuant to the Advisory Agreements, (ii) offering and organization expenses, and (iii) all interest costs related to indebtedness for such period, if any.” |
| 4. | All references in the Agreement to “Agreement” shall be deemed to mean the Agreement as modified by this letter. This letter shall be deemed incorporated into and to form part of the Agreement. Except as modified hereby, the Agreement remains in full force and effect in accordance with its terms. |
If the foregoing accurately reflects our agreement, please indicate your acceptance hereof by countersigning a copy of this letter and returning a counterpart of such copy to the attention of the undersigned. Thank you.
Corporate Capital Trust, Inc. is advised by CNL Fund Advisors Company and KKR Asset Management, LLC
| Sincerely, |
| /s/ Andrew A. Hyltin |
| Andrew A. Hyltin President and Chief Executive Officer |
| AGREED AND ACCEPTED:
CNL FUND ADVISORS COMPANY | AGREED AND ACCEPTED:
KKR ASSET MANAGEMENT LLC | |||||||
| By: | /s/ Paul S. Saint-Pierre | By: | /s/ Nicole J. Macarchuk | |||||
| Name: | Paul S. Saint-Pierre | Name: | Nicole J. Macarchuk | |||||
| Title: | Chief Financial Officer | Title: | General Counsel | |||||
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