{"url_path":"/sec/cik-0002059924/8-k/2026-06-17/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 ** **Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2059924/0001213900-26-069622-index.html","accession_number":"0001213900-26-069622","cik":"0002059924","ticker":null,"issuer_name":"ISQ Open Infrastructure Co LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2059924/0001213900-26-069622-index.html","primary_entity_key":"0002059924","primary_entity_name":"ISQ Open Infrastructure Co LLC"},"word_count":602,"has_tables":true,"body_markdown":"**Item 2.03** **Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**\n\n \n\nOn June 11, 2026, ISQ Open Infrastructure\nCompany LLC – Series II, a registered series of ISQ Open Infrastructure Company LLC (the “Series LLC”), as the\ninitial primary borrower (the “Borrower”), entered into a revolving credit agreement (the “Agreement”)\npursuant to which the lenders thereunder agreed to provide revolving loans up to an aggregate initial principal amount of $60\nmillion subject to customary conditions. The available capacity under the Agreement may be increased up to $180 million, subject to\nthe satisfaction of certain conditions, including approval by the Administrative Agent (as defined below) and the increasing\nlenders, payment of fees and the satisfaction of certain other customary conditions, provided that the Borrower may not incur new\nloans if, after giving effect thereto, the loan to value ratio would exceed 22.5%. The Borrower must maintain a loan to value ratio\nof not more than 30% and a loan to value ratio above 25% may trigger a mandatory prepayment and cash sweep if not cured in the\nperiod specified in the Agreement, where “value” is determined by reference to, among others, the adjusted net asset\nvalues of the Eligible Investments (as defined in the Agreement), cash held in the bank account(s) pledged in favor of the\nAdministrative Agent and the net value or obligations of the Borrower under certain non-speculative derivative contracts entered\ninto in the ordinary course of business.\n\n \n\nThe parties to the Agreement include the Borrower, Sumitomo Mitsui\nBanking Corporation (“SMBC”), as administrative agent (in such capacity, the “Administrative Agent”), lead arranger\n(in such capacity, the “Lead Arranger”) and a lender, and certain other lenders as identified in the Agreement. The Agreement\nmatures on June 9, 2028, subject to one extension option for an additional term not longer than 364 days that may be exercised upon the\nsatisfaction of certain conditions, including approval by the Administrative Agent and the extending lenders, payment\nof fees and the satisfaction of certain other customary conditions, provided that the Borrower may not exercise such extension option\nif, after giving effect thereto, the loan to value ratio would exceed 22.5%.\n\n \n\nUnder the Agreement, borrowings denominated in U.S. dollars will bear\ninterest, at the Borrower’s discretion, at a rate of the (i) one-month term Secured Overnight Financing Rate (“SOFR”)\nplus a spread of 3.00% per annum, (ii) daily simple SOFR plus a spread of 3.00% per annum, or (iii) Base Rate (as defined in the Agreement)\nplus a spread of 2.00%. Such rates may be increased by 1.50% per annum when an event of default, but no cash sweep event, is continuing\nand by 2.00% per annum when both an event of default and a cash sweep event are continuing.\n\n \n\nThe Agreement contains customary representations and warranties, events\nof default, cash sweep events, and affirmative and negative covenants. The Borrower’s obligations under the Agreement are non-recourse\nto ISQ Open Infrastructure Company – Series I, a registered series of the Series LLC, and secured by the\nBorrower’s distributions received from investments. Under the Agreement, the Borrower will bear customary expenses for a credit\nfacility of this size and type, including fees payable under the applicable fee letters, unused commitment fees and certain fees and expenses\nof the Administrative Agent, the Lead Arranger and the lenders.\n\n \n\nThe\nforegoing summary description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,\na copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}