INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2009 • GSC Investment Corp. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 13th day of October, 2009 (the “Effective Date”), by and between GSC Investment Corp., a Maryland Corporation (the “Company”), and Eric P. Rubenfeld (“Indemnitee”).
FIRST AMENDMENT and LENDER joinder TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 17th, 2024 • Saratoga Investment Corp. • New York
CREDIT AND SECURITY AGREEMENT, dated as of March 27, 2024 (this “Agreement”), by and among Saratoga Investment Funding III LLC, a Delaware limited liability company, as borrower (the “Borrower”), SARATOGA INVESTMENT CORP., a Maryland corporation, as Collateral Manager (in such capacity, the “Collateral Manager”), and as Equityholder (in such capacity, the “Equityholder”), the Lenders from time to time party hereto, LIVE OAK BANKING COMPANY (“Live Oak”), as administrative agent for the Lenders (as hereinafter defined) (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), U.S. Bank national association (“U.S. Bank”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“U.S.B. Trust”) as collateral administrator (in such capacity, the “Collateral Administrator”).
SARATOGA INVESTMENT CORP. (a Maryland corporation) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 2nd, 2021 • Saratoga Investment Corp. • New York
SARATOGA INVESTMENT CORP.Underwriting Agreement • April 14th, 2023 • Saratoga Investment Corp. • New York
The Securities will be issued under the indenture dated as of May 10, 2013 between the Fund and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain Fifteenth Supplemental Indenture to be dated as of April 14, 2023 (such indenture, as so amended and supplemented, the “Indenture”). The Fund also proposes to sell to the several Underwriters up to an additional $7,500,000 total aggregate principal amount of Notes (the “Additional Notes”) if and to the extent that Ladenburg Thalmann & Co. Inc., as the representative of the Underwriters in the offering (the “Representative”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Notes granted to the Underwriters in Section 3 hereof. The Notes and the Additional Notes are hereinafter collectively referred to as the “Securities.”
UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2022 • Saratoga Investment Corp. • New York
Saratoga Investment Corp., a Maryland corporation (the “Company”), and Saratoga Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”) registered as an investment adviser under the Investment Advisers Act of 1940, as amended (collectively with the rules and regulations of the Commission (as defined below) promulgated thereunder, the “Advisers Act”), each confirms with Raymond James & Associates, Inc. and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom Raymond James & Associates, Inc. is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $75,000,000 aggregate principal amount of the Company’s 4.35% notes due 2027 (the “Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Securit
FOURTH SUPPLEMENTAL INDENTURE between SARATOGA INVESTMENT CORP. and as Trustee Dated as of June 24, 2020 FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • June 24th, 2020 • Saratoga Investment Corp. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of June 24, 2020, is between Saratoga Investment Corp., a Maryland 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2007 • GSC Investment Corp. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”), is made and entered into this 20th day of March, 2007 (the “Effective Date” ) by and between GSC Investment LLC, a Maryland limited liability company (the “Company”), and Peter K. Barker (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 13th, 2007 • GSC Investment Corp. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into this 20th day of March, 2007 (the “Effective Date”), by and between GSC Investment LLC, a Maryland limited liability company (the “Company”), and Thomas J. Libassi (“Indemnitee”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 4th, 2021 • Saratoga Investment Corp. • New York
This Amended and Restated Investment Management Agreement, dated as of February 26, 2021 (as the same may be amended from time to time, the “Agreement”), is entered into by and among Saratoga Investment Corp. CLO 2013-1, Ltd. (f/k/a GSC Investment Corp. CLO 2007, Ltd.), an exempted company with limited liability incorporated under the laws of the Cayman Islands, with its registered office located at c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, South Church Street, George Town, Grand Cayman KY1 1102, Cayman Islands, as issuer (together with its successors and assigns permitted hereunder, the “Issuer”), and Saratoga Investment Corp., a non-diversified closed end investment company incorporated in Maryland, as investment manager (together with its permitted successors and assigns, the “Investment Manager”, as successor to GSC Investment Corp. (the “Legacy Collateral Manager”)), and amends, supersedes and restates the Amended and Restated Investment Management Agreement, dated as
SARATOGA SENIOR LOAN FUND I JV LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 28th, 2021 • Saratoga Investment Corp. • Delaware
This Limited Liability Company Agreement, dated as of October 26, 2021, is entered into by and between Saratoga Investment Corp. and TJHA JV I LLC (collectively, the “Members”).
ADMINISTRATION AGREEMENTAdministration Agreement • August 3rd, 2010 • GSC Investment Corp. • New York
THIS AGREEMENT (this “Agreement”) made as of July 30, 2010 by and between GSC Investment Corp., a Maryland corporation (the “Company”), and Saratoga Investment Advisors, LLC, a Delaware limited liability company (the “Administrator”).
CUSTODIAN AGREEMENT By and between GSC INVESTMENT LLC, and Dated as of [•], 2007Custodian Agreement • January 12th, 2007 • GSC Investment LLC • New York
THIS CUSTODIAN AGREEMENT (this “Agreement”) is dated as of [•], 2007 and is entered into by and among GSC INVESTMENT LLC, a Maryland limited liability company (the “Company”), having a business address at 12 East 49th Street, Suite 3200, New York, NY 10017, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”), having a place of business at 214 N. Tryon Street, 12th Floor, Charlotte, NC 28202.
FIFTEENTH SUPPLEMENTAL INDENTURE between SARATOGA INVESTMENT CORP. and as Trustee Dated as of April 14, 2023Supplemental Indenture • April 14th, 2023 • Saratoga Investment Corp.
THIS FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”), dated as of April 14, 2023, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to 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).
LOAN SALE AND CONTRIBUTION AGREEMENT between SARATOGA INVESTMENT CORP., as Seller and SARATOGA INVESTMENT FUNDING III LLC, as Purchaser Dated as of March 27, 2024Loan Sale and Contribution Agreement • March 28th, 2024 • Saratoga Investment Corp. • New York
This LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of March ___, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between SARATOGA INVESTMENT CORP., a Maryland corporation, as seller (in such capacity, the “Seller”), and SARATOGA INVESTMENT FUNDING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
STOCK PURCHASE AGREEMENT by and among GSC INVESTMENT CORP., SARATOGA INVESTMENT ADVISORS, LLC and CLO PARTNERS LLC dated as of April 14, 2010Stock Purchase Agreement • June 4th, 2010 • GSC Investment Corp. • New York
This Stock Purchase Agreement (the “Agreement”) is entered into as of April 14, 2010 by and among GSC INVESTMENT CORP., a Maryland corporation (the “Company”), SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company (“Saratoga”), and CLO Partners LLC, a Delaware limited liability company (“CLO Partners” and, together with Saratoga, each an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 27, 2007 AMONG GSC INVESTMENT LLC, GSC CDO III L.L.C., GSCP (NJ), L.P., AND THE OTHER INVESTORS PARTY HERETORegistration Rights Agreement • July 13th, 2007 • GSC Investment Corp. • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of March [ ], 2007 by and among GSC Investments LLC, a Maryland limited liability company (the “Company”), GSC CDO III, L.L.C., a Delaware limited liability company (the “Class A Investor”) and the persons identified below (collectively, the “Class B Investors,” together with the Class A Investor, the “Investors”) and GSCP (NJ), L.P., a Delaware limited partnership (the “Manager,” together with the Company and the Investors, the “Parties”).
EIGHTH SUPPLEMENTAL INDENTURE between SARATOGA INVESTMENT CORP. and as Trustee Dated as of March 10, 2021Eighth Supplemental Indenture • March 10th, 2021 • Saratoga Investment Corp. • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of March 10, 2021, is between Saratoga Investment Corp., a Maryland 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).
25,708,119 CREDIT AGREEMENT Dated as of May 1, 2007 Among GSC INVESTMENT FUNDING II LLC as the Borrower GSC INVESTMENT CORP. as the Performance Guarantor GSCP (NJ), L.P. as the Servicer THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO as...Credit Agreement • May 3rd, 2007 • GSC Investment Corp. • New York
PURCHASE AND SALE AGREEMENT Dated as of May 1, 2007 Between GSC INVESTMENT FUNDING II LLC as Buyer and GSC INVESTMENT CORP. as SellerPurchase and Sale Agreement • May 3rd, 2007 • GSC Investment Corp. • New York
PURCHASE AND SALE AGREEMENT, dated as of May 1, 2007 by and between GSC INVESTMENT CORP., a Maryland corporation, as seller (the “Seller”), and GSC INVESTMENT FUNDING II LLC, a Delaware limited liability company, as buyer (the “Buyer”).
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN GSC INVESTMENT LLC AND GSCP (NJ), L.P.Investment Advisory and Management Agreement • July 13th, 2007 • GSC Investment Corp. • New York
Agreement made this 21st day of March 2007, by and between GSC Investment LLC, a Maryland limited liability company (the “Company”), and GSCP (NJ), L.P., a Delaware limited partnership (the “Investment Adviser”).
AMENDMENT NO. 1 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENTCredit, Security and Management Agreement • February 29th, 2012 • Saratoga Investment Corp. • New York
THIS CREDIT, SECURITY AND MANAGEMENT AGREEMENT is made as of July 30, 2010 and restated as of February 24, 2012 (this “Agreement” or this “Credit Agreement”, as amended, modified, supplemented or restated from time to time), among SARATOGA INVESTMENT FUNDING LLC, a Delaware limited liability company (f/k/a GSC Investment Funding LLC), as borrower (the “Borrower”), SARATOGA INVESTMENT CORP., a Maryland corporation (f/k/a GSC Investment Corp.), as Performance Guarantor (the “Performance Guarantor”), SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company, as Manager (the “Manager”), each financial institution from time to time party hereto as a “Lender” and their respective successors and assigns (collectively, the “Lenders”), MADISON CAPITAL FUNDING LLC, as “Administrative Agent” and its respective successors and assigns (the “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), not in its individual capacity, but sole
SARATOGA INVESTMENT CORP. (a Maryland corporation) AMENDMENT NO. 3 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 16th, 2018 • Saratoga Investment Corp.
TRADEMARK LICENSE AGREEMENT dated as of January •, 2007 between GSCP (NJ), L.P. and GSC Investment Corp.Trademark License Agreement • January 12th, 2007 • GSC Investment LLC • New York
AGREEMENT dated January •, 2007 between GSCP (NJ), L.P., a Delaware limited partnership, having its principal office at 500 Campus Drive, Suite 220, Florham Park, New Jersey 07932 (“Licensor”) and GSC Investment Corp., a Maryland corporation, having its principal office at 12 E. 49th Street, Suite 3200, New York, New York 10017 (“Licensee”).
CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF OCTOBER 17, 2006 AMONG GSC INVESTMENT LLC, GSC CDO III L.L.C., GSCP (NJ), L.P., AND THE OTHER INVESTORS PARTY HERETOContribution and Exchange Agreement • December 1st, 2006 • GSC Investment LLC • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) dated as of October 17, 2006 by and among GSC Investments LLC, a Maryland limited liability company (“Newco”), GSC CDO III, L.L.C., a Delaware limited liability company (the “Class A Investor”) and the persons listed on Schedule I attached hereto (collectively, the “Class B Investors,” together with the Class A Investor, the “Investors”) and GSCP (NJ), L.P., a Delaware limited partnership (the “Manager”).
TENTH SUPPLEMENTAL INDENTURE between SARATOGA INVESTMENT CORP. and as Trustee Dated as of April 27, 2022Tenth Supplemental Indenture • April 27th, 2022 • Saratoga Investment Corp.
THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of April 27, 2022, is between Saratoga Investment Corp., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to 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).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2007 • GSC Investment Corp. • New York
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of May 1, 2007, is entered into among GSC INVESTMENT FUNDING LLC, as the Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche Bank”), as Committed Lender (the “Committed Lender”), Deutsche Bank as Managing Agent (in such capacity, the “Managing Agent”) and Deutsche Bank as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Credit Agreement” referred to below.
AMENDMENT TO THE ADMINISTRATION AGREEMENT BY AND BETWEEN GSC INVESTMENT CORP. AND GSCP (NJ), L.P.Administration Agreement • April 15th, 2009 • GSC Investment Corp. • New York
WHEREAS, the Company and the Administrator have renewed the Administration Agreement dated as of March 21, 2007 (the “Agreement”) for a term of one year, from March 22, 2009 until March 21, 2010; and
AMENDED AND RESTATED COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • March 4th, 2021 • Saratoga Investment Corp. • New York
THIS AMENDED AND RESTATED COLLATERAL ADMINISTRATION AGREEMENT, dated as of February 26, 2021 (as amended, modified or supplemented from time to time, the “Agreement”), by and among Saratoga Investment Corp. CLO 2013-1, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), Saratoga Investment Corp., a Maryland corporation (the “Investment Manager” and its permitted successors and assigns), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (in such capacity, the “Collateral Administrator” and its permitted successors and assigns). This Agreement amends, restates and supersedes in its entirety that certain Collateral Administration Agreement, dated as of October 17, 2013, by and among the Issuer, Investment Manager and the Collateral Administrator.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2010 • GSC Investment Corp.
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 30, 2010, among GSC Investment Corp., a Maryland corporation (the “Company”), GSC CDO III, L.L.C., a Delaware limited liability company (“GSC CDO”), and each signatory hereto (together with GSC CDO, each, an “Investor” and collectively, the “Investors”).
SARATOGA INVESTMENT CORP. (a Maryland corporation) AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • January 11th, 2018 • Saratoga Investment Corp.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 8th, 2007 • GSC Investment LLC • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of the date hereof by and between GSCP (NJ), L.P., a Delaware limited partnership (“Assignor”) and GSC Investment LLC, a Maryland limited liability company (together with its successors and assigns, “Assignee”).
AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT DATED AS OF MARCH 21, 2010 BY AND BETWEEN GSC INVESTMENT CORP AND GSCP (NJ), L.P.Agreement to Waive Certain Rights • March 31st, 2010 • GSC Investment Corp. • New York
This AGREEMENT TO WAIVE CERTAIN RIGHTS UNDER THE ADMINISTRATION AGREEMENT (the “Agreement”), dated as of March 21, 2010 by and between GSC Investment Corp., a Maryland corporation (“GNV”) and GSCP (NJ), L.P., a Delaware limited partnership (“GSCP” and, together with GNV, the “Parties”). Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Administration Agreement.
SARATOGA INVESTMENT CORP. First SUPPLEMENTAL NOTES PURCHASE AGREEMENTFirst Supplemental Notes Purchase Agreement • October 4th, 2022 • Saratoga Investment Corp.
Reference is made to that certain Note Purchase Agreement dated July 9, 2020 (the “Purchase Agreement”), by and between Saratoga Investment Corp., a Maryland corporation (the “Corporation”) and The HCM Master Fund Limited (the “Purchaser”). Each capitalized term used herein but not defined shall have the meaning ascribed to such term in the Purchase Agreement.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BY AND BETWEEN GSC INVESTMENT CORP AND SARATOGA INVESTMENT ADVISORS, LLCInvestment Advisory and Management Agreement • August 3rd, 2010 • GSC Investment Corp. • New York
This Agreement made as of July 30, 2010, by and between GSC Investment Corp., a Maryland corporation (the “Company”), and Saratoga Investment Advisors, LLC, a Delaware limited liability company (the “Investment Adviser”).
AMENDMENT NO. 5 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENTCredit, Security and Management Agreement • September 17th, 2020 • Saratoga Investment Corp. • New York
This AMENDMENT NO. 5 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENT (this “Amendment”) is made as of September 14, 2020, by and among SARATOGA INVESTMENT FUNDING LLC, a Delaware limited liability company, as borrower (the “Borrower”), SARATOGA INVESTMENT CORP., a Maryland corporation, as Performance Guarantor (the “Performance Guarantor”), SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company, as Manager (the “Manager”), each Lender party hereto, MADISON CAPITAL FUNDING LLC, as administrative agent (the “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), not in its individual capacity, but solely as the custodian (together with its successors and assigns in such capacity, the “Custodian”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
