Kayne Anderson Energy Infrastructure Fund : Series WW and XX Notes Purchase Agreement dated 5/20/24

EXECUTION VERSION

KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.

$35,000,000 5.65% Series WW Senior Unsecured Notes due May 22, 2031 $40,000,000 5.79% Series XX Senior Unsecured Notes due May 22, 2034

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NOTE PURCHASE AGREEMENT

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Dated as of May 20, 2024

4876-7270-6468 v12

4432860

	TABLE OF CONTENTS
SECTION	HEADING	PAGE
SECTION 1.	AUTHORIZATION OF NOTES	1
Section 1.1.	Description of the Notes	1
Section 1.2.	Interest Rate	1
SECTION 2.	SALE AND PURCHASE OF NOTES	2
SECTION 3.	CLOSING	2
SECTION 4.	CONDITIONS TO CLOSING	3
Section 4.1.	Representations and Warranties	3
Section 4.2.	Performance; No Default	3
Section 4.3.	Compliance Certificates	3
Section 4.4.	Opinions of Counsel	3
Section 4.5.	Purchase Permitted By Applicable Law, Etc	3
Section 4.6.	Sale of Other Notes	4
Section 4.7.	Payment of Special Counsel Fees	4
Section 4.8.	Private Placement Number	4
Section 4.9.	Changes in Corporate Structure	4
Section 4.10.	Funding Instructions	4
Section 4.11.	Rating of Notes	4
Section 4.12.	Proceedings and Documents	5
SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	5
Section 5.1.	Organization; Power and Authority	5
Section 5.2.	Authorization, Etc	5
Section 5.3.	Disclosure	5
Section 5.4.	No Subsidiaries	6
Section 5.5.	Financial Statements; Material Liabilities	6
Section 5.6.	Compliance with Laws, Other Instruments, Etc	6
Section 5.7.	Governmental Authorizations, Etc	6
Section 5.8.	Litigation; Observance of Statutes and Orders	6
Section 5.9.	Taxes	6
Section 5.10.	Title to Property; Leases	7
Section 5.11.	Licenses, Permits, Etc	7
Section 5.12.	Compliance with ERISA	7
Section 5.13.	Private Offering by the Company	7
Section 5.14.	Use of Proceeds; Margin Regulations	7
Section 5.15.	Existing Indebtedness	8
Section 5.16.	Foreign Assets Control Regulations, Etc	8
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Section 5.17.	Status under Certain Statutes	9
Section 5.18.	Ranking of Obligations	9
SECTION 6.	REPRESENTATIONS OF THE PURCHASERS	9
Section 6.1.	Purchase for Investment	9
Section 6.2.	Source of Funds	10
SECTION 7.	INFORMATION AS TO THE COMPANY	11
Section 7.1.	Financial and Business Information	11
Section 7.2.	Officer's Certificate	14
Section 7.3.	Visitation	15
SECTION 8.	PAYMENT AND PREPAYMENT OF THE NOTES	15
Section 8.1.	Maturity and Payment	15
Section 8.2.	Optional Prepayments with Make-Whole Amount and
	Special Optional Prepayments	15
Section 8.3.	Allocation of Partial Prepayments	17
Section 8.4.	Maturity; Surrender, Status, Etc	18
Section 8.5.	Purchase of Notes	18
Section 8.6.	Make-Whole Amount; Prepayment Premium	18
Section 8.7.	Adjustment Period	20
SECTION 9.	AFFIRMATIVE COVENANTS	20
Section 9.1.	Compliance with Law	20
Section 9.2.	Insurance	20
Section 9.3.	Maintenance of Properties	21
Section 9.4.	Payment of Taxes	21
Section 9.5.	Corporate Existence, Etc	21
Section 9.6	Books and Records	21
Section 9.7.	Asset Coverage	21
Section 9.8.	Current Rating on the Notes	21
Section 9.9.	Most Favored Lender Status	22
Section 9.10.	Ranking of Obligations	22
Section 9.11.	Maintenance of Status	23
SECTION 10.	NEGATIVE COVENANTS	23
Section 10.1.	Transactions with Affiliates	23
Section 10.2.	Merger, Consolidation, Etc	23
Section 10.3.	Economic Sanctions, Etc	23
Section 10.4.	Certain Other Restrictions	24
Section 10.5.	No Subsidiaries	24
Section 10.6.	Secured Debt	24
Section 10.7.	Level 3 Assets	24

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SECTION 11.	EVENTS OF DEFAULT	25
SECTION 12.	REMEDIES ON DEFAULT, ETC	27
Section 12.1.	Acceleration	27
Section 12.2.	Other Remedies	28
Section 12.3.	Rescission	28
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	28
SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	28
Section 13.1.	Registration of Notes	28
Section 13.2.	Transfer and Exchange of Notes	29
Section 13.3.	Replacement of Notes	29
SECTION 14.	PAYMENTS ON NOTES	30
Section 14.1.	Place of Payment	30
Section 14.2.	Home Office Payment	30
Section 14.3.	Agency Agreement	31
Section 14.4.	FATCA Information	31
SECTION 15.	EXPENSES, ETC	31
Section 15.1.	Transaction Expenses	31
Section 15.2.	Certain Taxes	32
Section 15.3.	Survival	32
SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
	AGREEMENT	32
SECTION 17.	AMENDMENT AND WAIVER	32
Section 17.1.	Requirements	32
Section 17.2.	Solicitation of Holders of Notes	33
Section 17.3.	Binding Effect, Etc	33
Section 17.4.	Notes Held by Company, Etc	34
SECTION 18.	NOTICES	34
SECTION 19.	REPRODUCTION OF DOCUMENTS	34
SECTION 20.	CONFIDENTIAL INFORMATION	35
SECTION 21.	SUBSTITUTION OF PURCHASER	36

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SECTION 22.		MISCELLANEOUS	36
Section 22.1.		Successors and Assigns	36
Section 22.2.		Payments Due on Non-Business Days	36
Section 22.3.		Accounting Terms	37
Section 22.4.		Severability	37
Section 22.5.		Construction, Etc	37
Section 22.6.		Counterparts; Electronic Contracting	38
Section 22.7.		Governing Law	38
Section 22.8.		Jurisdiction and Process; Waiver of Jury Trial	38
Signature		1
SCHEDULE A	- Information Relating to Purchasers
SCHEDULE B	-	Defined Terms
SCHEDULE 5.3	-	Disclosure Materials
SCHEDULE 5.5	-	Financial Statements
SCHEDULE 5.15	-	Existing Indebtedness
EXHIBIT 1-A	- Form of 5.65% Series WW Senior Unsecured Notes due May 22, 2031
EXHIBIT 1-B	- Form of 5.79% Series XX Senior Unsecured Notes due May 22, 2034
EXHIBIT 4.4(a)	- Form of Opinion of Special Counsel to the Company
EXHIBIT 4.4(b)	- Form of Opinion of Special Counsel to the Purchasers
EXHIBIT 13.1	-	Form of Legend
EXHIBIT 14.3	- Form of Agency Agreement

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KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC.

717 Texas Avenue, Suite 2200

Houston, Texas 77002

$35,000,000 5.65% Series WW Senior Unsecured Notes due May 22, 2031 $40,000,000 5.79% Series XX Senior Unsecured Notes due May 22, 2034

as of May 20, 2024

TO EACH OF THE PURCHASERS LISTED IN

SCHEDULE A HERETO:

Ladies and Gentlemen:

KAYNE ANDERSON ENERGY INFRASTRUCTURE FUND, INC., a Maryland corporation (the

"Company"), agrees with each of the purchasers whose names appear at the end hereof (each, a "Purchaser" and, collectively, the "Purchasers") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

Section 1.1. Description of the Notes. The Company will authorize the issue and sale of $75,000,000 aggregate principal amount of its senior notes consisting of:

1. $35,000,000 aggregate principal amount of 5.65% Series WW Senior Unsecured Notes due May 22, 2031 (the "Series WW Notes"), and
2. $40,000,000 aggregate principal amount of 5.79% Series XX Senior Unsecured Notes due May 22, 2034 (the "Series XX Notes," together with the Series WW Notes are collectively, the "Notes") shall be substantially in the form set out in Exhibits 1-A and 1-B, respectively.

Certain capitalized and other terms used in this Agreement are defined in Schedule B; and, for purposes of this Agreement, the rules of construction set forth in Section 22.5 shall govern.

Section 1.2. Interest Rate.

(a)The Series WW Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof from the date of issuance at a fixed rate equal to 5.65% per annum payable semiannually on the 13th day of each February and August in each year (commencing August 13, 2024) and at maturity until the unpaid principal balance thereof shall have become due and payable

Kayne Anderson Energy Infrastructure Fund, Inc.

Note Purchase Agreement

(whether at maturity, upon notice of prepayment or otherwise) and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7.

1. The Series XX Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof from the date of issuance at a fixed rate equal to 5.79% per annum payable semiannually on the 13th day of each February and August in each year (commencing August 13, 2024) and at maturity until the unpaid principal balance thereof shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise) and shall bear interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest at the Default Rate until paid. Interest shall be subject to adjustment in accordance with Section 8.7.

SECTION 2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes of the respective Series and in the principal amount specified opposite such Purchaser's name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers' obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3.

CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 320 South Canal Street, Chicago, Illinois 60606, at 10:00 a.m., Chicago time, at a closing on May 20, 2024 or on such other Business Day thereafter on or prior to May 21, 2024 as may be agreed upon by the Company and the Purchasers (the "Closing"). At the Closing, the Company will deliver or cause to be delivered to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note for each Series to be so purchased at the Closing (or such greater number of Notes in denominations of at least $250,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser's name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to the deposit account held at the financial institution with the bank name, bank address, ABA number, account name and number identified in the funding instructions delivered pursuant to Section 4.10. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure

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by the Company to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser's satisfaction.

SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser's satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the date of the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing, before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates.

1. Officer's Certificate. The Company shall have delivered to such Purchaser an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
2. Secretary's Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company's organizational documents as then in effect.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Paul Hastings LLP, counsel for the Company, and from Venable LLP, special Maryland counsel to the Company, together covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinions to the Purchasers) and

1. from Chapman and Cutler LLP, the Purchasers' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser's purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance

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Note Purchase Agreement

companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) assuming the required preparation, execution, delivery and filing of the applicable Federal Reserve Board forms (such as Forms U-1 and G-1 through 4) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to each other Purchaser, and each other Purchaser, shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers' special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall have been obtained for each Series of Notes.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Section 4.10. Funding Instructions. At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming (i) the name and address of the transferee bank, (ii) such transferee bank's ABA number and (iii) the account name and number into which the purchase price for the applicable Notes is to be deposited. Each Purchaser has the right, but not the obligation, upon written notice (which may be by email) to the Company, to elect to deliver a micro deposit (less than $50.00) to the account identified in the written instructions no later than two (2) Business Days prior to the Closing. If a Purchaser delivers a micro deposit, a Responsible Officer must verbally verify the receipt and amount of the micro deposit to such Purchaser on a telephone call initiated by such Purchaser prior to the Closing. The Company shall not be obligated to return the amount of the micro deposit, nor will the amount of the micro deposit be netted against the Purchaser's purchase price of the Notes.

Section 4.11. Rating of Notes. The Notes shall have been given a Rating Letter of not less than "AAA" by Kroll prior to the date of issuance thereof and evidence of such will have been provided to the Purchasers (which shall include the information described in Section 9.8 and shall include the related Private Letter Rating Rationale Report with respect to such rating).

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Section 4.12. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request and shall receive such information as may be reasonably necessary to complete any Holder Forms.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof. The Company is a non-diversified, closed-endmanagement investment company as such term is used in the 1940 Act.

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure. This Agreement and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company, including through its agent, BofA Securities, Inc., in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to February 21, 2024 being referred to, collectively, as the "Disclosure Documents"), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since November 30, 2023, there has been no change in the financial condition, operations, business or properties of the Company except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

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