FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2012, by and between HMS Income Fund, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2023 • MSC Income Fund, Inc. • New York
This Seventh Amendment to Credit Agreement (this “Amendment”) is made and entered into effective as of April 27, 2023, by and among MSC INCOME FUND, INC. (F/K/A HMS INCOME FUND, INC.), a Maryland corporation (“Borrower”), TIAA, FSB, as successor in interest to certain assets of Everbank Commercial Finance, Inc., as Administrative Agent (“Administrative Agent”), the Lenders party hereto, MSC EQUITY HOLDING, LLC (F/K/A HMS EQUITY HOLDING, LLC), a Delaware limited liability company (“Holding”), MSC EQUITY HOLDING II, INC. (F/K/A HMS EQUITY HOLDING II, INC.), a Delaware corporation (“Holding II”), MSC CALIFORNIA HOLDINGS GP LLC (F/K/A HMS CALIFORNIA HOLDINGS GP LLC), a Delaware limited liability company (“California Holding GP”), MSC CALIFORNIA HOLDINGS LP (F/K/A HMS CALIFORNIA HOLDINGS LP), a Delaware limited partnership (“California Holding LP”), and HMS FUNDING I LLC, a Delaware limited liability company (“HMS Funding”; and together with Holding, Holding II, California Holding GP, and C
Custodian AgreementCustodian Agreement • November 3rd, 2020 • HMS Income Fund, Inc. • Massachusetts
This Agreement is made as of October 30, 2020 (this “Agreement”), by and between HMS Income Fund, Inc., a corporation organized and existing under the laws of Maryland, together with any additional business development companies, subsidiaries or other funds or investment vehicles added to this Agreement in accordance Section 20.13 hereof (each, a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). Each Fund and the Custodian hereby acknowledge that they are utilizing this master agreement for administrative convenience and further agree that all references to a “Fund” hereunder shall refer to each Fund in its individual capacity. For the avoidance of doubt, the rights, duties and obligations of each Fund hereunder shall be several and not joint with respect to each Fund and no Fund shall be liable for the obligations of any other Fund hereunder.
FOURTH QUARTER 2018 CONDITIONAL INCOME INCENTIVE FEE WAIVER AGREEMENTConditional Income Incentive Fee Waiver Agreement • March 4th, 2019 • HMS Income Fund, Inc. • Texas
This Fourth Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (the “Agreement”), dated as of March 4, 2019, is made by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (“HMS Adviser”) and MSC Adviser I, LLC (the “Sub-Adviser,” together with HMS Adviser, the “Advisers,” and, collectively with the Company, the “Parties”).
AMENDMENT NO. 6Financing and Servicing Agreement • April 29th, 2020 • HMS Income Fund, Inc. • New York
AMENDMENT NO. 6 dated as of April 24, 2020 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder (the “Equityholder”) and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 5Loan Financing and Servicing Agreement • November 27th, 2017 • HMS Income Fund, Inc. • New York
AMENDMENT NO. 5 dated as of November 20, 2017 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN MSC INCOME FUND, INC. AND MSC ADVISER I, LLCInvestment Advisory And • November 3rd, 2020 • HMS Income Fund, Inc. • Texas
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made as of the 30th day of October 2020, by and between MSC INCOME FUND, INC., a Maryland corporation (the “Company”), and MSC ADVISER I, LLC, a Delaware limited liability company (the “Adviser”).
AMENDED AND RESTATED CUSTODY AGREEMENTCustody Agreement • March 17th, 2014 • HMS Income Fund, Inc. • Texas
This agreement (this “Agreement”) dated as of March 11, 2014 between HMS INCOME FUND, INC., a corporation organized and existing under the laws of the state of Maryland having a place of business located at c/o Hines Interests Limited Partnership, 1300 Post Oak Boulevard, Suite 800, Houston Texas 77056 (“Fund”) and any additional affiliates or future subsidiaries of the Fund as provided herein and AMEGY BANK NATIONAL ASSOCIATION, a national banking association having a place of business at 1221 McKinney Street Level P-1, Houston, Texas, 77010 (“Custodian”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made as of the 31st day of May 2012, by and among HMS ADVISER LP, a Texas limited partnership (the “Adviser”), Main Street Capital Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”), Main Street Capital Corporation, a Maryland corporation (“Main Street”) and HMS Income Fund, Inc., a Maryland corporation (the “BDC”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (defined below).
HMS-ORIX SLF LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 10th, 2017 • HMS Income Fund, Inc. • Delaware
This Limited Liability Company Agreement, dated as of January [•], 2017, of HMS-ORIX SLF LLC (the “Company”) is entered into by and between HMS Income Fund, Inc. and ORIX Funds Corp. (each, a “Member” and collectively, the “Members”).
Up to 150,000,000 Shares of Common Stock FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • June 3rd, 2015 • HMS Income Fund, Inc. • Texas
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • March 17th, 2014 • HMS Income Fund, Inc. • Texas
THIS ASSIGNMENT AND ASSUMPTION (the “Assignment”) is entered into as of December 31, 2013 by and among Main Street Capital Partners, LLC, a Delaware limited liability company (the “MSCP”), Main Street Capital Corporation, a Maryland corporation (“MSCC” and, together with MSCP, the “Assignor”), and MSC Adviser I, LLC, a Delaware limited liability company (the “Assignee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Sub-Advisory Agreement (defined below).
AMENDMENT NO. 3HMS Income Fund, Inc. • February 9th, 2015 • New York
AMENDMENT NO. 3 dated as of February 4, 2015 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 3Financing and Servicing Agreement • February 11th, 2016 • HMS Income Fund, Inc. • New York
THIS AMENDED AND RESTATED LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of May 18, 2015, among HMS FUNDING I LLC, a Delaware limited liability company (the “Borrower”), HMS INCOME FUND, INC, a Maryland corporation (the “Equityholder”), the SERVICER (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 16th, 2011 • HMS Income Fund, Inc. • Texas
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made this 12th day of December, 2011, by and among HMS Income LLC, a Maryland limited liability company (together its Subsidiaries, the “Borrower”) and Main Street Capital Corporation, a Maryland corporation (“Lender”).
CREDIT AGREEMENT dated as of May 24, 2012 among HMS INCOME LLC, as Borrower, The Lenders Listed Herein, as Lenders, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and CAPITAL ONE, NATIONAL ASSOCIATION, as Syndication AgentCredit Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
THIS CREDIT AGREEMENT is dated as of May 24, 2012 among HMS INCOME LLC, a Maryland limited liability company, as borrower, the LENDERS listed on the signature pages hereof, as Lenders, and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.
AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • April 2nd, 2014 • HMS Income Fund, Inc.
This Amendment to Expense Support and Conditional Reimbursement Agreement (this “Amendment”) is made as of March 31, 2014 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).
AMENDMENT NO. 1HMS Income Fund, Inc. • July 25th, 2014 • New York
AMENDMENT NO. 1 dated as of July 22, 2014 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
AMENDMENT NO. 4HMS Income Fund, Inc. • July 5th, 2017 • New York
AMENDMENT NO. 4 dated as of June 30, 2017 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 11, 2014 and amended and restated as of March 6, 2017 among HMS INCOME FUND, INC., as Borrower, HMS EQUITY HOLDING, LLC and HMS EQUITY HOLDING II, INC. as Guarantors, The...Secured Revolving Credit Agreement • March 7th, 2017 • HMS Income Fund, Inc. • New York
THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT is dated as of March 11, 2014 (and amended and restated as of March 6, 2017, this “Agreement”) among HMS INCOME FUND, INC., a Maryland corporation as Borrower, HMS EQUITY HOLDING, LLC, as a Guarantor, HMS EQUITY HOLDING II, INC., as a Guarantor, the LENDERS listed on the signature pages hereof, as Lenders and EVERBANK COMMERCIAL FINANCE, INC., a Delaware corporation (“EverBank”), as Administrative Agent (the “Administrative Agent”), Sole Lead Arranger and Sole Bookrunner.
SECOND AMENDMENT TO AMENDED AND RESTATED CONDITIONAL FEE WAIVER AGREEMENTConditional Fee Waiver Agreement • June 28th, 2013 • HMS Income Fund, Inc. • Texas
This Second Amendment to the Amended and Restated Conditional Fee Waiver Agreement (this “Amendment”) is made as of June 28, 2013 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “Adviser”), Main Street Capital Corporation (“Main Street”) and Main Street Capital Partners, LLC (“Main Street Capital Partners” and, together with Main Street, the “Sub-Adviser”). The Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 27th, 2021 • MSC Income Fund, Inc. • New York
This Fifth Amendment to Credit Agreement (this “Amendment”) is made and entered into effective as of July 27, 2021, by and among MSC INCOME FUND, INC.(F/K/A HMS INCOME FUND, INC.), a Maryland corporation (“Borrower”), TIAA, FSB, as successor in interest to certain assets of Everbank Commercial Finance, Inc., as Administrative Agent (“Administrative Agent”), the Lenders party hereto, MSC EQUITY HOLDING, LLC (F/K/A HMS EQUITY HOLDING, LLC), a Delaware limited liability company (“Holding”), MSC EQUITY HOLDING II, INC. (F/K/A HMS EQUITY HOLDING II, INC.), a Delaware corporation (“Holding II”), MSC CALIFORNIA HOLDINGS GP LLC (F/K/A HMS CALIFORNIA HOLDINGS GP LLC), a Delaware limited liability company (“California Holding GP”), and MSC CALIFORNIA HOLDINGS LP (F/K/A HMS CALIFORNIA HOLDINGS LP), a Delaware limited partnership (“California Holding LP”; and together with Holding, Holding II, and California Holding GP, collectively, “Guarantors” and each, a “Guarantor”).
TERM LOAN AGREEMENTTerm Loan Agreement • January 28th, 2021 • MSC Income Fund, Inc. • Texas
MSC Income Fund, Inc., a Maryland corporation (the “Borrower”), and Main Street Capital Corporation, a Maryland corporation (the “Lender”), agree as follows (with capitalized terms not otherwise defined herein having the meanings ascribed to them in Section 21):
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 6th, 2014 • HMS Income Fund, Inc. • Texas
This Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is made as of December 30, 2013 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).
AMENDMENT NO. 4HMS Income Fund, Inc. • May 8th, 2015
AMENDMENT NO. 4 dated as of May 5, 2015 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
CONDITIONAL FEE WAIVER AGREEMENTConditional Fee Waiver Agreement • May 31st, 2012 • HMS Income Fund, Inc. • Texas
This Conditional Fee Waiver Agreement (this “Agreement”) is made as of May 31, 2012 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “Adviser”) and Main Street Capital Partners, LLC (the “Sub-Adviser”). The Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”
FOURTH AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • April 21st, 2015 • HMS Income Fund, Inc.
This Fourth Amendment to Expense Support and Conditional Reimbursement Agreement (the “Fourth Amendment”) is made as of April 15, 2015 and effective as of December 31, 2014 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2012 • HMS Income Fund, Inc. • Maryland
This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 31, 2012 by and between HMS Income LLC, a Maryland limited liability company (the “Merging Entity”), and HMS Income Fund, Inc., a Maryland corporation (the “Surviving Entity”), pursuant to the provisions of the Maryland General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the “Act”).
AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • April 21st, 2015 • HMS Income Fund, Inc.
This Amendment to Expense Support and Conditional Reimbursement Agreement (the “Amendment”) is made as of April 15, 2015 and effective as of December 31, 2014 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).
AMENDED AND RESTATED CONDITIONAL FEE WAIVER AGREEMENTConditional Fee Waiver Agreement • March 27th, 2013 • HMS Income Fund, Inc. • Texas
This Amended and Restated Conditional Fee Waiver Agreement (this “Agreement”) is made as of March 26, 2013 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “Adviser”), Main Street Capital Corporation (“Main Street”) and Main Street Capital Partners, LLC (“Main Street Capital Partners” and, together with Main Street, the “Sub-Adviser”). The Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2015 • HMS Income Fund, Inc. • New York
This Third Amendment to Credit Agreement (the “Third Amendment” or “this Amendment”) is made and entered into effective as of May 13, 2015, by and between HMS INCOME FUND, INC., a Maryland corporation (“Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), the Lenders party hereto, including COMERICA BANK (“Additional Lender”), which has become a Lender pursuant to this Amendment and HMS EQUITY HOLDING, LLC, a Delaware limited liability company (“Guarantor”).
SECOND AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • June 30th, 2014 • HMS Income Fund, Inc.
This Second Amendment to Expense Support and Conditional Reimbursement Agreement (this “Second Amendment”) is made as of June 30, 2014 by and between HMS Income Fund, Inc. (the “Company”) and HMS Adviser LP (the “Adviser”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 25th, 2014 • HMS Income Fund, Inc. • New York
This Second Amendment to Credit Agreement (the “Second Amendment” or “this Amendment”) is made and entered into effective as of September 22, 2014, by and between HMS INCOME FUND, INC., a Maryland corporation (“Borrower”), CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”), the Lenders party hereto, including EVERBANK COMMERCIAL FINANCE, INC. (“Additional Lender”), which has become a Lender pursuant to this Amendment and HMS EQUITY HOLDING, LLC, a Delaware limited liability company (“Guarantor”).
AMENDMENT NO. 2HMS Income Fund, Inc. • September 24th, 2015 • New York
AMENDMENT NO. 2 dated as of September 23, 2015 (this “Agreement”), among HMS Funding I LLC (the “Borrower”), HMS Income Fund, Inc., as Equityholder and as Servicer (the “Servicer”), the Lenders executing this Agreement on the signature pages hereto, U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and as Collateral Custodian (the “Collateral Custodian”) and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED CONDITIONAL FEE WAIVER AGREEMENTConditional Fee Waiver Agreement • January 6th, 2014 • HMS Income Fund, Inc. • Texas
This Third Amendment to Amended and Restated Conditional Fee Waiver Agreement (this “Amendment”) is made as of December 30, 2013 by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (the “HMS Adviser”), Main Street Capital Corporation (“Main Street”) and Main Street Capital Partners, LLC (“Main Street Capital Partners” and, together with Main Street, the “Sub-Adviser”). The HMS Adviser and the Sub-Adviser are collectively referred to herein as the “Advisers.”
