AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 16, 2011 8.75% Convertible Senior Notes due 2016Indenture • March 16th, 2011 • Kohlberg Capital CORP • New York
INDENTURE dated as of March 16, 2011 between KOHLBERG CAPITAL CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2021 • Portman Ridge Finance Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 23, 2021, by and among Portman Ridge Finance Corporation, a Delaware corporation (the “Company”), and the several purchasers of the Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
COLLATERAL MANAGEMENT AGREEMENT dated as of June 18, 2013 by and between KCAP SENIOR FUNDING I, LLC as Issuer and KCAP FINANCIAL, INC. as Collateral ManagerCollateral Management Agreement • June 19th, 2013 • KCAP Financial, Inc. • New York
This Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 18, 2013, is entered into by and between KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company, with its office located at 295 Madison Avenue, 6th Floor, New York, NY 10017 (the “Issuer”), and KCAP FINANCIAL, INC., a Delaware corporation, located at 295 Madison Avenue, 6th Floor, New York, NY 10017, as collateral manager (together with its successors and permitted assigns, “KCAP Financial” and the “Collateral Manager”).
LOAN AND SECURITY AGREEMENT dated as of December 18, 2019 amongLoan and Security Agreement • December 23rd, 2019 • Portman Ridge Finance Corp • New York
LOAN AND SECURITY AGREEMENT dated as of December 18, 2019 (this “Agreement”) among GREAT LAKES PORTMAN RIDGE FUNDING LLC, as borrower (the “Company”); PORTMAN RIDGE FINANCE CORPORATION (the “Portfolio Manager”); the Lenders party hereto; U.S. BANK NATIONAL ASSOCIATION, in its capacities as collateral agent (in such capacity, the “Collateral Agent”), collateral administrator (in such capacity, the “Collateral Administrator”) and securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
INDENTURE by and between KCAP Senior funding i, LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Dated as of June 18, 2013Indenture • June 19th, 2013 • KCAP Financial, Inc. • New York
INDENTURE, dated as of June 18, 2013, by and between KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a limited purpose national banking association with trust powers, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
ADMINISTRATION AGREEMENT BETWEEN PORTMAN RIDGE FINANCE CORPORATION AND BC PARTNERS MANAGEMENT LLCAdministration Agreement • April 2nd, 2019 • Portman Ridge Finance Corp • New York
This Agreement (“Agreement”) is made as of the day of April 1, 2019 by and between Portman Ridge Finance Corporation, a Delaware corporation (the “Company”), and BC Partners Management LLC, a Delaware limited liability company (the “Administrator”).
AGREEMENT AND PLAN OF MERGER by and among PORTMAN RIDGE FINANCE CORPORATION, RYE ACQUISITION SUB INC., HARVEST CAPITAL CREDIT CORPORATION and SIERRA CREST INVESTMENT MANAGEMENT LLC Dated as of December 23, 2020Agreement and Plan of Merger • December 28th, 2020 • Portman Ridge Finance Corp • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2020 (this “Agreement”), is made by and among Portman Ridge Finance Corporation, a Delaware corporation (“Parent”), Rye Acquisition Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Acquisition Sub”), Harvest Capital Credit Corporation, a Delaware corporation (the “Company”), and Sierra Crest Investment Management LLC, a Delaware limited liability company (the “Parent External Adviser”). Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
17,830,175 Aggregate Principal Amount 6.125% Notes due 2022 UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2017 • KCAP Financial, Inc. • New York
KCAP Financial, Inc., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Keefe, Bruyette & Woods, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $17,830,175 aggregate principal amount of 6.125% Notes due 2022 (the “Securities”) of the Company, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase additional Securities (as hereinafter defined).
August 13, 2009 Mr. Daniel Gilligan New York, NY 10128 Dear Dan:Kohlberg Capital CORP • March 4th, 2011 • Delaware
This letter will confirm our offer to you of employment with Katonah Debt Advisors, L.L.C. (“KDA”) (the “Company”), under the terms and conditions that follow. This letter supersedes the letter agreement dated February 23, 2006 between you and KDA in its entirety effective as of the date hereof.
U.S.$200,000,000 LOAN FUNDING AND SERVICING AGREEMENT by and among KOHLBERG CAPITAL FUNDING LLC I, as the Borrower KOHLBERG CAPITAL CORPORATION, as the Servicer EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as...Loan Funding and Servicing Agreement • March 29th, 2007 • Kohlberg Capital CORP • New York
THIS LOAN FUNDING AND SERVICING AGREEMENT (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Agreement”) is made as of this 14th day of February, 2007, by and among:
PURCHASE AND SALE AGREEMENT by and between KOHLBERG CAPITAL FUNDING LLC I, as the Buyer and KOHLBERG CAPITAL CORPORATION, as the Seller Dated as of February 14, 2007Purchase and Sale Agreement • February 16th, 2007 • Kohlberg Capital CORP • New York
THIS PURCHASE AND SALE AGREEMENT (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Agreement”), is dated as of February 14, 2007, by and between KOHLBERG CAPITAL CORPORATION, a Delaware corporation, as the seller (together with its successors and assigns in such capacity, the “Seller”), and KOHLBERG CAPITAL FUNDING LLC I, a Delaware limited liability company, as the buyer (together with its successors and assigns in such capacity the “Buyer”).
Mr. E.A. Kratzman, III Greenwich, CT 06830 Dear Mr. Kratzman:Kohlberg Capital CORP • March 14th, 2008 • Delaware
This letter will confirm the terms of your continuing employment with Katonah Debt Advisors, LLC (the “Company”), under the terms and conditions that follow. This letter supercedes the letter agreement dated November 28, 2006 in its entirety and is effective as of January 1, 2008.
June 27, 2012 Mr. Daniel Gilligan New York, NY 10128 Dear Dan:KCAP Financial, Inc. • August 2nd, 2012 • Delaware
This letter will confirm our offer to you of continued employment with Katonah Debt Advisors, L.L.C. (“KDA”) (the “Company”) and Kohlberg Capital Corporation (“Kohlberg Capital”), under the terms and conditions that follow. This letter supersedes the letter agreement dated August 13, 2009 between you and KDA in its entirety effective as of the date hereof.
KCAP SENIOR FUNDING I, LLC NOTES U.S.$77,250,000 Class A-1 Senior Secured Floating Rate Notes due 2024 U.S.$9,000,000 CLASS B-1 SENIOR SECURED FLOATING RATE NOTES DUE 2024Purchase Agreement • June 19th, 2013 • KCAP Financial, Inc. • New York
KCAP FUNDING I, LLC, as Borrower KCAP FINANCIAL, INC., as Servicer LOAN AND SECURITY AGREEMENT Dated as of March 1, 2018 CERTAIN FINANCIAL INSTITUTIONS, as Lenders STATE BANK AND TRUST COMPANY, as Administrative Agent, Lead Arranger, and Bookrunner...Loan and Security Agreement • March 7th, 2018 • KCAP Financial, Inc. • Georgia
THIS LOAN AND SECURITY AGREEMENT is dated as of March 1, 2018, among KCAP FUNDING I, LLC, a Delaware limited liability company (“Borrower”), KCAP FINANCIAL, INC., a Delaware corporation (“Servicer”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and STATE BANK AND TRUST COMPANY, a state banking institution incorporated or otherwise organized under the laws of the State of Georgia, as agent for the Lenders (in such capacity, “Agent”).
MASTER LOAN SALE AGREEMENT among KCAP FINANCIAL, INC., as the Originator, KCAP SENIOR FUNDING I HOLDINGS, LLC, as the Depositor and KCAP SENIOR FUNDING I, LLC, as the IssuerMaster Loan Sale Agreement • June 19th, 2013 • KCAP Financial, Inc. • New York
THIS MASTER LOAN SALE AGREEMENT, dated as of June 18, 2013 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among KCAP FINANCIAL, INC., a Delaware corporation (together with its successors and assigns in such capacity, the “Originator”), KCAP SENIOR FUNDING I HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Depositor”), and KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
KCAP SENIOR FUNDING I, LLC SUBORDINATED NOTES DUE 2024 SUBORDINATED NOTE PURCHASE AGREEMENT By and Between KCAP SENIOR FUNDING I, LLC Issuer and KCAP SENIOR FUNDING I HOLDINGS, LLC Purchaser Dated as of December 8, 2014Subordinated Note Purchase Agreement • December 9th, 2014 • KCAP Financial, Inc. • New York
REGISTRATION RIGHTS AGREEMENT among Kohlberg Capital, LLC and Certain Holders of Common Units of Kohlberg Capital, LLC Dated as of , 2006Registration Rights Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • June 19th, 2013 • KCAP Financial, Inc. • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of June 18, 2013 (the "Agreement") is entered into by and among KCAP SENIOR FUNDING I, LLC, a Delaware limited liability company (the "Issuer"), KCAP FINANCIAL, INC., a Delaware limited liability company, as Collateral Manager (as that term is defined in the Indenture referred to herein, together with any successor Collateral Manager under the Indenture, the "Collateral Manager"), and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), acting as collateral administrator under and for purposes of this Agreement (in such capacity, and together with any successor Collateral Administrator hereunder, the "Collateral Administrator").
AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — KATONAH DEBT ADVISORSExchange and Subscription Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York
THIS AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – KATONAH DEBT ADVISORS (this “Agreement”) is entered into effective as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KAT Associates, LLC, a Delaware limited liability company (“KAT Associates”), and James A. Kohlberg (“Kohlberg” and, together with KAT Associates, each an “Exchanging Member” and together the “Exchanging Members”).
Trimaran Advisors, L.L.C. letterhead]Kohlberg Capital CORP • March 1st, 2012
This letter (the “Agreement”) will confirm our offer to you of employment with Trimaran Advisors, L.L.C. (the “Company”), under the terms and conditions that follow.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 28th, 2020 • Portman Ridge Finance Corp • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of December 23, 2020 (this “Agreement”), between Portman Ridge Finance Corporation, a Delaware corporation (“Parent”), and the Persons listed on Schedule A (collectively, the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • August 1st, 2011 • Kohlberg Capital CORP
In connection with your appointment as Subscription Agent in the transaction described herein, Kohlberg Capital Corporation (the “Company”), hereby confirms its arrangements with you as follows:
ESCROW AGREEMENT BETWEEN COMMODORE HOLDINGS, L.L.C., HBK CARAVELLE, L.L.C. TRIMARAN FUND MANAGEMENT, LLC THE SELLERS’ REPRESENTATIVE NAMED HEREIN AND THE BANK OF NEW YORK MELLON DATED AS OF FEBRUARY 29, 2012 ACCOUNT...Escrow Agreement • March 7th, 2012 • Kohlberg Capital CORP • New York
ESCROW AGREEMENT made this 29th day of February, 2012 by and among THE BANK OF NEW YORK MELLON (“Escrow Agent”), COMMODORE HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”), TRIMARAN FUND MANAGEMENT, LLC, a Delaware limited liability company (“TFM”) and HBK CARAVELLE, L.L.C., a Delaware limited liability company (together with TFM, each a “Seller” and, collectively, the “Sellers”) and the Sellers’ Representative (as defined below).
Up to [ ] Shares of Common Stock Issuable Upon Exercise of [Transferable] Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTKohlberg Capital CORP • August 1st, 2011 • New York
Kohlberg Capital Corporation, a Delaware corporation (the “Company”), hereby confirms the agreement with and appointment of each of [ ] to act as a dealer manager (each a “Dealer Manager” and, collectively, the “Deal Managers”) in connection with the issuance by the Company to the holders of record (the “Record Date Stockholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) [transferable] rights entitling such Record Date Stockholders [, and any transferees of rights thereof] (such [transferees and the] Record Date Stockholders, collectively, the “Holders”), to collectively subscribe for up to [ ] shares (each a “Share” and, collectively, the “Shares”) of common stock, par value $0.01 per share (the “Common Shares”), of the Company (the “Offer”). Pursuant to the terms of the Offer, the Company is issuing each Record Date Stockholder one [transferable] right (each a “Right” and, collectively, the “Rights”) for each [ ]
] Aggregate Principal Amount Senior Securities $[ ] Aggregate Principal Amount Subordinated Securities and [ ] Warrants to Purchase Debt Securities UNDERWRITING AGREEMENTKohlberg Capital CORP • August 1st, 2011 • New York
Kohlberg Capital Corporation, a Delaware corporation (the “Company”), confirms its agreement with [ ] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [ ] are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, $[ ] aggregate principal amount of senior debt securities (the “Senior Securities”) or subordinated debt securities (the “Subordinated Securities”), or both, or warrants (the “Debt Warrants”) to purchase Senior Securities or Subordinated Securities, or both, of the Company set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase additional Securities (as
PURCHASE AND SALE AGREEMENT BY AND AMONG KOHLBERG CAPITAL CORPORATION Commodore Holdings, L.L.C. Trimaran Advisors, L.L.C. HBK CARAVELLE, L.L.C. TRIMARAN FUND MANAGEMENT, L.L.C. Jay R. Bloom AND Dean C. Kehler Dated as of February 29, 2012Purchase and Sale Agreement • March 7th, 2012 • Kohlberg Capital CORP • New York
THIS PURCHASE AND SALE AGREEMENT is made and entered into as of February 29, 2012 (the “Agreement”) by and among Kohlberg Capital Corporation, a Delaware corporation (“KCAP”), Commodore Holdings, L.L.C. , a Delaware limited liability company (“Buyer”), Trimaran Advisors, L.L.C., a Delaware limited liability company (the “Company”), Jay R. Bloom and Dean C. Kehler (each, a “Principal” and, collectively, the “Principals”), HBK Caravelle, L.L.C., a Delaware limited liability company (“HBK”) and Trimaran Fund Management, L.L.C., a Delaware limited liability company (“TFM” and, together with HBK, each a “Seller” and, collectively, the “Sellers”).
Mr. Michael Wirth Scarsdale, NY 10583 Dear Mike:Kohlberg Capital, LLC • November 20th, 2006
This letter will confirm our offer to you of employment with Kohlberg Capital, LLC (the “Company”), under the terms and conditions that follow.
THIRD SUPPLEMENTAL INDENTURE between PORTMAN RIDGE FINANCE CORPORATION and as Trustee Dated as of April 30, 2021Portman Ridge Finance Corp • May 3rd, 2021 • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 30, 2021, is between Portman Ridge Finance Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2019 • Portman Ridge Finance Corp
This Third Amendment to Loan and Security Agreement (this “Amendment”), dated as of April 1, 2019, is entered into by and among GREAT LAKES KCAP FUNDING I, LLC, f/k/a KCAP Funding I, LLC, a Delaware limited liability company (“Borrower”), PORTMAN RIDGE FINANCE CORPORATION, f/k/a KCAP FINANCIAL, INC., a Delaware corporation (“Servicer”), the lenders party hereto, and CADENCE BANK, N.A., a national banking association, successor by merger to State Bank and Trust Company, as agent for the Lenders (in such capacity, “Agent”).
KCAP SENIOR FUNDING I, LLC NOTES U.S.$30,900,000 Class A-2 Senior Secured Floating Rate Notes due 2024 U.S.$3,600,000 CLASS B-2 SENIOR SECURED FLOATING RATE NOTES DUE 2024Collateral Management Agreement • December 9th, 2014 • KCAP Financial, Inc. • New York
Kohlberg Capital Corporation Restricted Stock Award AgreementRestricted Stock Award Agreement • June 19th, 2008 • Kohlberg Capital CORP
The undersigned Grantee (the “Grantee”) (i) acknowledges receipt of an award (the “Award”) of restricted stock from Kohlberg Capital Corporation, a Delaware corporation (the “Company”), under the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan, a copy of which Plan, as in effect on the date hereof, is attached hereto as Exhibit A; and (ii) agrees with the Company as follows:
SECOND AMENDMENT TO LOAN FUNDING AND SERVICING AGREEMENT (Kohlberg Capital Funding LLC I)Funding and Servicing Agreement • October 18th, 2007 • Kohlberg Capital CORP • New York
THIS SECOND AMENDMENT TO LOAN FUNDING AND SERVICING AGREEMENT, dated as of October 1, 2007 (this “Amendment”), is entered into by and among KOHLBERG CAPITAL FUNDING LLC I, as the borrower (in such capacity, the “Borrower”), KOHLBERG CAPITAL CORPORATION, as the servicer (in such capacity, the “Servicer”), each of the conduit lenders and institutional lenders, from time to time a party hereto (each a, “Lender” and collectively, the “Lenders”), each of the lender agents from time to time a party hereto (each a “Lender Agent”, and collectively, the “Lender Agents”), BMO CAPITAL MARKETS CORP., as the agent (in such capacity, the “Agent”), U.S. BANK NATIONAL ASSOCIATION, as the trustee (in such capacity, the “Trustee”) and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services), as the backup servicer (in such capacity, the “Backup Servicer”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below).
CUSTODIAN AGREEMENT By and among Kohlberg Capital Corporation, (“Company”) U.S. BANK NATIONAL ASSOCIATION (“Custodian”) Dated as of , 2006Custodian Agreement • November 20th, 2006 • Kohlberg Capital, LLC • Massachusetts
THIS CUSTODIAN AGREEMENT (this “Agreement”) is dated as of , 2006 and is by and among Kohlberg Capital Corporation (the “Company”), having a business address at , and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”), having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.
INVESTMENT ADVISORY AGREEMENT BETWEEN PORTMAN RIDGE FINANCE CORPORATION ANDInvestment Advisory Agreement • April 2nd, 2019 • Portman Ridge Finance Corp • New York
This Agreement (the “Agreement”) is made as of the day of April 1, 2019 by and between Portman Ridge Finance Corporation, a Delaware corporation (the “Company”), and Sierra Crest Investment Management LLC, a Delaware limited liability company (the Adviser”).
