SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of June 16, 2021, is between FS KKR Capital Corp., a Maryland corporation (FSK), and U.S. Bank National Association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, on February 14, 2020, FS KKR Capital Corp. II, a Maryland corporation (the Company) and the Trustee executed an indenture and the first supplemental indenture thereto (together, the Indenture) providing for the issuance of $475,000,000 aggregate principal amount of 4.250% Notes due 2025 (the Notes);
WHEREAS, on the date hereof, pursuant to that certain Agreement and Plan of Merger, dated as of November 23, 2020, by and among FSK, the Company, Rocky Merger Sub, Inc., a wholly owned subsidiary of FSK (Merger Sub) and FS/KKR Advisor, LLC, and pursuant to the Maryland General Corporation Law, Merger Sub merged with and into the Company, with the Company as the surviving corporation, and immediately thereafter, the Company merged with and into FSK, with FSK as the surviving corporation (such transactions, the Mergers);
WHEREAS, as a result of the Mergers, FSK is expressly assuming the obligations of the Company for the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Indenture on the part of the Company to be performed or observed pursuant to Section 8.01 and 8.02 of the Indenture;
WHEREAS, pursuant to Sections 9.01 and 9.03 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Assumption by the Company. FSK hereby assumes the obligations of the Company for the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes outstanding, and the due and punctual performance and observance of every other obligation, covenant and every condition of the Indenture on the part of the Company to be performed or observed. FSK is hereby substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if FSK had been named as the Company in the Indenture.
3. Ratification of the Indenture; Second Supplemental Indenture Part of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.