AB 2020 Form 10-K

Borrowings under the HSBC Credit Facility bear interest, at the Fund’s election at the time of drawdown, at a rate per annum equal to (i) with respect to LIBOR Rate Loans (as defined in the HSBC Credit Agreement), Adjusted LIBOR (as defined in the HSBC Credit Agreement) for the applicable Interest Period (as defined in the HSBC Credit Agreement); and (ii) with respect to Reference Rate Loans (as defined in the HSBC Credit Agreement), the greatest of: (x) the rate of interest per annum publicly announced from time to time by the HSBC Administrative Agent as its prime rate, (y) the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, plus two hundred basis points (2.00%), provided that if such rate is not so published for any day that is a Business Day (as defined in the HSBC Credit Agreement), the average of the quotation for such day on such transactions received by the HSBC Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the HSBC Administrative Agent and, upon request of Borrowers (as defined in the HSBC Credit Agreement), with notice of such quotations to the Borrowers and (z) except during any period of time during which LIBOR is unavailable, one-month Adjusted LIBOR plus one hundred ninety basis points (1.90%). The Fund will also pay an unused commitment fee of 35 basis points (0.35%) on any unused commitments. On January 31, 2019, the Fund reduced its maximum available borrowings under the HSBC Credit Facility from $125 million to $50 million by giving notice to the HSBC Administrative Agent. Effective November 13, 2019, the Fund exercised its option to extend the maturity date of the HSBC Credit Facility to November 11, 2020. On November 10, 2020, the Fund entered into an amendment to the HSBC Credit Agreement (the “HSBC Credit Agreement Amendment”) concerning the HSBC Credit Facility. The HSBC Credit Agreement Amendment (i) extended the maturity date of the HSBC Credit Facility from November 11, 2020 to November 9, 2021, and (ii) inserted a provision permitting the Fund and the HSBC Administrative Agent to, upon the occurrence of certain conditions, amend the HSBC Credit Agreement to replace references to LIBOR with references to an alternate benchmark rate that may include a forward-looking rate based on the secured overnight financing rate or another alternate benchmark rate subject to certain conditions. The Fund has an option to extend the maturity date for up to one additional term not longer than 364 days, subject to the following conditions: (i) each of the Lenders and the HSBC Administrative Agent consents to the extension in their sole discretion, (ii) the Fund has paid an extension fee to the HSBC Administrative Agent for the benefit of the extending Lenders consenting to such extension in an amount agreed to by the HSBC Administrative Agent and the Borrowers at the time of the extension and as set forth in the applicable extension request, (iii) no potential default or event of default has occurred and is continuing on the date on which notice is given in accordance with the following clause (iv) or on November 9, 2021, and (iv) the Fund has delivered an extension request to the HSBC Administrative Agent not more than one hundred twenty (120) days or less than forty-five (45) days prior to November 9, 2021. Subject to certain terms and conditions, the HSBC Credit Facility is secured by a first priority, exclusive, perfected security interest and lien in and on all of the Fund’s right, title and interest, in, to and under, whether now existing or hereafter acquired or arising and wherever located (i) all of the Fund’s rights, titles, interests and privileges in and to the Capital Commitments, and the Capital Contributions made by its Investors, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of the Capital Commitments, (ii) all of the Fund’s rights, titles, interests, remedies, and privileges under the Constituent Documents (as defined in the HSBC Credit Agreement) (x) to issue and enforce Capital Calls and pending Capital Calls, (y) to receive and enforce Capital Contributions and (z) relating to Capital Calls, pending Capital Calls, Capital Commitments or Capital Contributions, and (iii) all proceeds of any and all of the foregoing. The HSBC Credit Facility contains customary covenants and events of default (with customary cure and notice provisions). As of December 31, 2020, the Fund had $46,000,000 outstanding on the HSBC Credit Facility and the Fund was in compliance with the terms of the HSBC Credit Facility. As of December 31, 2019, the Fund had $19,500,000 outstanding on the HSBC Credit Facility and the Fund was in compliance with the terms of the HSBC Credit Facility. The Fund intends to continue to utilize the HSBC Credit Facility on a revolving basis to fund investments and for other general corporate purposes. 69