Exhibit 10.6
AMENDED AND RESTATED
DISTRIBUTION REINVESTMENT PLAN
Effective March 19, 2025
This Amended and Restated Distribution Reinvestment Plan (the “Plan”) is adopted by Jefferies Credit Partners BDC Inc. (the “Fund”) and amends and restates in its entirety the prior Dividend Reinvestment Plan adopted by the Fund.
1.Distribution Reinvestment. As agent for the shareholders (the “Shareholders”) of the Fund who (i) purchase shares of the Fund’s common stock, par value $0.001 (the “Shares”) pursuant to any offering of the Fund, and (ii) elect to opt in to participating in the Plan (the “Participants”), the Fund will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant (the “Distributions”), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares for such Participant.
2.Effective Date. The effective date of this Plan shall be March 19, 2025.
3.Procedure for Participation. Any Shareholder who has received the Fund’s private placement memorandum (as amended and/or supplemented from time to time, the “PPM”), will become a Participant if they elect to become a Participant by noting such election on their subscription agreement. Participants’ election to participate in the plan may apply to all Shares held or 50% of Shares held by such electing Participant. If any Shareholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Fund or Computershare Inc. (together with its affiliate, Computershare Trust Company, N.A., the “Plan Administrator”) prior to the record date fixed by the Board for the next distribution. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participant’s subscription, enrollment or authorization. Shares will be purchased under the Plan as of the first calendar day of the month (the “Purchase Date”) following the record date of the Distribution.
4.Eligibility. Each Participant is requested to promptly notify the Fund in writing if the Participant experiences a material change in status, including the failure to meet eligibility standards set forth in the PPM.
a.The Fund shall use newly-issued Shares to implement the Plan. The number of newly-issued Shares to be issued to a Shareholder shall be determined by dividing the total dollar amount of the distribution payable to such Shareholder by a price equal to the net asset value as of the Purchase Date (using the net asset value as of the last month available). Shares issued pursuant to the Plan will have the same voting rights as Shares issued pursuant to the terms of the PPM. The Fund shall pay the Plan Administrator’s fees under the Plan.
b.No upfront selling commissions will be payable with respect to Shares purchased pursuant to the Plan, but such Shares will be subject to ongoing distributor and/or shareholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares.
6.Notice. Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing and addressed to Jefferies Credit Partners BDC Inc., c/o Computershare Inc. if to the Plan Administrator, or such other addresses as may be specified by written notice to all Participants. Notices to a Participant may be given by letter addressed to the Participant at the Participant’s last address of record with the Fund. Each Participant shall notify the Fund promptly in writing of any change of address.
7.Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE FUND WITH THE SEC.
8.Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Fund issues certificates for its outstanding Shares.
9.Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering notice to the Plan Administrator. Such notice must be received by the Plan Administrator prior to the Distribution record date in order for a Participant’s termination to be effective. Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant elects to tender its Shares in full, any Shares issued to the Participant under the Plan subsequent to the expiration of the tender offer will be considered part of the Participant’s request to tender its shares in full, and Participant’s participation in the Plan will be terminated as of the valuation date of the applicable tender offer. Any distributions to be paid to such Shareholder on or after such date will be paid in cash on the scheduled distribution payment date. If a Participant elects to tender a portion of its Shares, such Shareholder will remain a Participant in the Plan with respect to its Shares that were not repurchased (even if they are Shares that such Shareholder requested for repurchase). If a Participant terminates Plan participation, the Fund may, at its option, ensure that the terminating Participant’s account will reflect the whole number of Shares in such Participant’s account and provide a check for the cash value of any fractional Share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Shareholder in cash.
10.Amendment, Suspension or Termination by the Fund. The Board of Directors may by majority vote amend any aspect of the Plan; provided that the Plan cannot be amended to eliminate a Participant’s right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least 30 days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon 30 days’ written notice to the Participants.
11.Liability of the Fund. The Fund shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (i) arising out of failure to terminate a Participant’s account upon such Participant’s death prior to timely receipt of notice in writing of such death or (ii) with respect to the time and the prices at which Shares are purchased or sold for a Participant’s account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Fund has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.
12.Applicable Law. These terms and conditions shall be governed by the laws of the State of New York.
