Carlyle Secured Lending, Inc. Sample Contracts
CARLYLE SECURED LENDING, INC. (Company) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Trustee) Indenture Dated as of November 20, 2023 Providing for the Issuance of Debt SecuritiesIndenture • November 20th, 2023 • Carlyle Secured Lending, Inc. • New York
Contract Type FiledNovember 20th, 2023 Company JurisdictionINDENTURE, dated as of November 20, 2023, between CARLYLE SECURED LENDING, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (as trustee in such capacity and not in its individual capacity, the “Trustee”).
Standard Contracts
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 21, 2014 among CARLYLE GMS FINANCE, INC. as Borrower The LENDERS Party Hereto and SUNTRUST BANK as Administrative Agent JPMORGAN CHASE BANK, N.A. as Syndication Agent SUNTRUST ROBINSON...Senior Secured Revolving Credit Agreement • May 9th, 2014 • Carlyle GMS Finance, Inc. • New York
Contract Type FiledMay 9th, 2014 Company JurisdictionSENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 21, 2014 (this “Agreement”), among CARLYLE GMS FINANCE, INC., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and SUNTRUST BANK, as Administrative Agent.
ContractLoan and Servicing Agreement • August 9th, 2017 • TCG Bdc, Inc.
Contract Type FiledAugust 9th, 2017 CompanyFOURTH AMENDMENT, dated as of May 26, 2017 (“Fourth Amendment”), to the LOAN AND SERVICING AGREEMENT, dated as of May 24, 2013 (as amended by the First Amendment, dated as of June 30, 2014, the Second Amendment dated as of June 19, 2015, and the Third Amendment dated as of June 9, 2016, and prior to the effectiveness of this Fourth Amendment, the “Existing Agreement” and following the effectiveness of this Fourth Amendment, the “Agreement”), among TCG BDC SPV LLC (F/K/A CARLYLE GMS FINANCE SPV LLC), a Delaware limited liability company (the “Borrower”), TCG BDC, INC. (F/K/A CARLYLE GMS FINANCE, INC.), a Maryland corporation (“Carlyle”), as the Transferor and the Servicer, each of the Conduit Lenders, Liquidity Banks, Lender Agents and Institutional Lenders party to the Existing Agreement, CITIBANK, N.A., as the Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Account Bank, the Backup Servicer, the Collateral Custodian and the Collateral Administrator, CITIBANK, N.A., as
OMNIBUS AMENDMENT NO. 4Credit Agreement • November 6th, 2018 • TCG Bdc, Inc. • New York
Contract Type FiledNovember 6th, 2018 Company JurisdictionSENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 21, 2014 (this “Agreement”), among TCG BDC, INC., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and HSBC Bank USA, N.A., as Administrative Agent.
SECOND AMENDMENT TO COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • July 9th, 2024 • Carlyle Secured Lending, Inc. • New York
Contract Type FiledJuly 9th, 2024 Company JurisdictionThis Second Amendment to Collateral Management Agreement (this “Amendment”), dated as of July 2, 2024 (the “Second Refinancing Date”), to the Collateral Management Agreement (as amended by the Amendment to Collateral Management Agreement dated as of August 20, 2018 and as amended or modified from time to time, the “Collateral Management Agreement”) entered into by Carlyle Direct Lending CLO 2015-1R LLC (formerly known as Carlyle GMS Finance MM CLO 2015-1 LLC) (the “Issuer”) and Carlyle Global Credit Investment Management L.L.C. (formerly known as Carlyle GMS Investment Management L.L.C.) (the “Collateral Manager”) as of June 26, 2015, is entered into by and between the Collateral Manager and the Issuer. Capitalized terms used herein without definition shall have the meanings assigned thereto in, or by reference in, the Collateral Management Agreement.
UNDERWRITING AGREEMENT Dated: [—]Underwriting Agreement • February 12th, 2018 • TCG Bdc, Inc. • New York
Contract Type FiledFebruary 12th, 2018 Company JurisdictionTCG BDC, Inc., a Maryland corporation (the “Company”), confirms its agreement with [—] and [—] 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 [—] and [—] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share (“Common Stock”), or Preferred Stock, par value $[—] per share (“Preferred Stock”), or both, or Warrants (the “Warrants”) to purchase Common Stock or Preferred Stock, or both, of the Company set forth in 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 hereinafter d
UNDERWRITING AGREEMENT Dated: [—]Underwriting Agreement • February 12th, 2018 • TCG Bdc, Inc. • New York
Contract Type FiledFebruary 12th, 2018 Company JurisdictionTCG BDC, Inc., a Maryland corporation (the “Company”), confirms its agreement with [—] and [—] 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 [—] and [—] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $[—] aggregate principal amount of debt securities (the “Debt Securities”) or Warrants (the “Debt Warrants”) to purchase Debt Securities of the Company set forth in 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 hereinafter defined) to cover overallotments, if any]. The Debt Securities will be issued under an indenture, dated as of [—] (
CUSTODIAN AGREEMENTCustodian Agreement • May 19th, 2017 • TCG Bdc, Inc. • New York
Contract Type FiledMay 19th, 2017 Company JurisdictionThis Agreement is made as of March 21,2012 by and between each CARLYLE GMS FINANCE, INC. (the “Company”) a Maryland Corporation, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • April 28th, 2016 • Carlyle GMS Finance, Inc. • New York
Contract Type FiledApril 28th, 2016 Company JurisdictionTHIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 10th day of March, 2016, by and between Carlyle GMS Finance, Inc. (“Carlyle GMS Finance”) and NF Investment Corp. (“NF Investment Corp.”), each affiliates and business development companies that have elected or intend to elect to be regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and any subsidiaries thereof (each an “Insured” and together, the “Insureds”).
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • April 24th, 2023 • Carlyle Secured Lending, Inc. • New York
Contract Type FiledApril 24th, 2023 Company JurisdictionTHIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 14th day of April, 2023, by and among Carlyle Secured Lending, Inc., Carlyle Credit Solutions, Inc. and Carlyle Secured Lending III, each affiliates and business development companies that have elected or intend to elect to be regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and any subsidiaries thereof (each an “Insured” and together, the “Insureds”).
OMNIBUS AMENDMENT NO. 3Credit Agreement • May 10th, 2017 • TCG Bdc, Inc. • New York
Contract Type FiledMay 10th, 2017 Company JurisdictionSENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of March 21, 2014 (this “Agreement”), among CARLYLE GMS FINANCE TCG BDC, INC., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and HSBC Bank USA, N.A., as Administrative Agent.
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 6th, 2018 • TCG Bdc, Inc. • Delaware
Contract Type FiledNovember 6th, 2018 Company JurisdictionThis SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), is made as of August 6, 2018, by and between TCG BDC, Inc., a Maryland corporation (the “Company”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Adviser”), amending and restating, in its entirety the amended and restated investment advisory agreement, dated as of September 15, 2017, by and between the Company and the Adviser, which amended and restated in its entirety the initial investment advisory agreement, dated as of April 3, 2013, by and between the Company and the Adviser.
ContractLoan and Servicing Agreement • November 6th, 2018 • TCG Bdc, Inc.
Contract Type FiledNovember 6th, 2018 CompanyFIFTH AMENDMENT, dated as of August 9, 2018 (“Fifth Amendment”), to the LOAN AND SERVICING AGREEMENT, dated as of May 24, 2013 (as amended by the First Amendment, dated as of June 30, 2014, the Second Amendment dated as of June 19, 2015, and the Third Amendment dated as of June 9, 2016, and the Fourth Amendment dated as of May 26, 2017, and prior to the effectiveness of this Fifth Amendment, the “Existing Agreement” and following the effectiveness of this Fifth Amendment, the “Agreement”), among TCG BDC SPV LLC (F/K/A CARLYLE GMS FINANCE SPV LLC), a Delaware limited liability company (the “Borrower”), TCG BDC, INC. (F/K/A CARLYLE GMS FINANCE, INC.), a Maryland corporation (“Carlyle”), as the Transferor and the Servicer, each of the Conduit Lenders, Liquidity Banks, Lender Agents and Institutional Lenders party to the Existing Agreement, CITIBANK, N.A., as the Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Account Bank, the Backup Servicer, the Collateral Custodian and
ADMINISTRATION AGREEMENTAdministration Agreement • April 11th, 2013 • Carlyle GMS Finance, Inc. • New York
Contract Type FiledApril 11th, 2013 Company JurisdictionThis Agreement (“Agreement”) is made as of April 3, 2013 by and between CARLYLE GMS FINANCE, INC., a Maryland corporation (the “Company”), and CARLYLE GMS FINANCE ADMINISTRATION L.L.C., a Delaware limited liability company (the “Administrator”).
Carlyle Secured Lending, Inc. Underwriting AgreementUnderwriting Agreement • October 17th, 2024 • Carlyle Secured Lending, Inc.
Contract Type FiledOctober 17th, 2024 CompanyCarlyle Secured Lending, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $300,000,000 principal amount of 6.750% Notes due 2030 of the Company (the “Notes”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2013 • Carlyle GMS Finance, Inc. • Maryland
Contract Type FiledApril 11th, 2013 Company JurisdictionThis Indemnification Agreement is dated as of , 2013 (this “Agreement”) and is by and among Carlyle GMS Finance, Inc., a Maryland corporation (the “Indemnitor”), and the Indemnitee named on the signature page hereto (“Indemnitee”).
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • June 19th, 2020 • TCG Bdc, Inc. • New York
Contract Type FiledJune 19th, 2020 Company JurisdictionTHIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 4th day of May, 2020, by and among TCG BDC, Inc. (“TCG”) and TCG BDC II, Inc. (“TCG II”), each affiliates and business development companies that have elected or intend to elect to be regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and any subsidiaries thereof (each an “Insured” and together, the “Insureds”).
MIDDLE MARKET CREDIT FUND, LLC FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 20, 2023Limited Liability Company Agreement • August 8th, 2023 • Carlyle Secured Lending, Inc. • Delaware
Contract Type FiledAugust 8th, 2023 Company JurisdictionThis Fifth Amended and Restated Limited Liability Company Agreement, dated as of April 20, 2023, is entered into by and between Carlyle Secured Lending, Inc. (f/k/a TCG BDC, Inc. and Carlyle GMS Finance, Inc.) and Credit Partners USA LLC (collectively, the “Members”).
TCG BDC, INC. (a Maryland corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [—], 2017Underwriting Agreement • June 5th, 2017 • TCG Bdc, Inc. • New York
Contract Type FiledJune 5th, 2017 Company JurisdictionTCG BDC, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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 Merrill Lynch, Morgan Stanley & Co. LLC (“Morgan Stanley”), J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as Representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [—] additional sh
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 3rd, 2025 • Carlyle Secured Lending, Inc.
Contract Type FiledJanuary 3rd, 2025 CompanyThis AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of January 3, 2025, by and among Carlyle Secured Lending III, a Delaware statutory trust (“CSL III”), Carlyle Secured Lending, Inc., a Maryland corporation (“CSL”), Blue Fox Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of CSL (“Merger Sub”), and, for the limited purposes set forth therein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser of CSL III (“CSL III Advisor”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company and investment adviser of CSL (“CGCIM,” together with CSL III Advisor, the “Advisors”). CSL, CSL III, Merger Sub and the Advisors are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • October 6th, 2017 • TCG Bdc, Inc. • New York
Contract Type FiledOctober 6th, 2017 Company JurisdictionTHIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 29th day of September, 2017, by and among TCG BDC, Inc. (“TCG”) and TCG BDC II, Inc. (“TCG II”), each affiliates and business development companies that have elected or intend to elect to be regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), and any subsidiaries thereof (each an “Insured” and together, the “Insureds”).
CONTRIBUTION AGREEMENTContribution Agreement • August 12th, 2015 • Carlyle GMS Finance, Inc. • Delaware
Contract Type FiledAugust 12th, 2015 Company Jurisdiction
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • March 27th, 2015 • Carlyle GMS Finance, Inc. • New York
Contract Type FiledMarch 27th, 2015 Company JurisdictionTHIS OMNIBUS AMENDMENT NO. 1, dated as of January 8, 2015 (this “Amendment”), to the Existing Credit Agreement and the Existing Guarantee and Security Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among CARLYLE GMS FINANCE, INC., a Maryland corporation (the “Borrower”), the Lenders party hereto and SUNTRUST BANK, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) under the Existing Credit Agreement and Existing Guarantee and Security Agreement.
COLLATERAL MANAGEMENT AGREEMENT dated as of June 26, 2015 by and between CARLYLE GMS FINANCE MM CLO 2015-1 LLC and CARLYLE GMS INVESTMENT MANAGEMENT L.L.C.Collateral Management Agreement • August 12th, 2015 • Carlyle GMS Finance, Inc. • New York
Contract Type FiledAugust 12th, 2015 Company JurisdictionThis Collateral Management Agreement, dated as of June 26, 2015 (the “Agreement”), is entered into by and between CARLYLE GMS FINANCE MM CLO 2015-1 LLC, a Delaware limited liability company (together with successors and assigns permitted hereunder, the “Issuer”), and CARLYLE GMS INVESTMENT MANAGEMENT L.L.C., a Delaware limited liability company, as collateral manager (together with its successors and assigns, “CGIM” or the “Collateral Manager”).
TRI-PARTY AGREEMENTTri-Party Agreement • April 29th, 2024 • Carlyle Secured Lending, Inc.
Contract Type FiledApril 29th, 2024 CompanyTHIS AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of February 15, 2024 (the “Effective Date”), is by and among Carlyle Secured Lending, Inc. (“Issuer”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States (“Successor Trustee”), and The Bank of New York Mellon Trust Company, N.A. (“Resigning Trustee”).
FORM OF PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • January 3rd, 2025 • Carlyle Secured Lending, Inc. • Delaware
Contract Type FiledJanuary 3rd, 2025 Company JurisdictionThis PREFERRED STOCK EXCHANGE AGREEMENT, dated as of [•], 2025 (as it may be amended or modified from time to time, this “Agreement”), is entered into by and between Carlyle Secured Lending, Inc., a Maryland corporation (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company and the holder of record of shares of the Preferred Stock (as defined below) (“CIM”). Unless context otherwise requires, capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
SECOND SUPPLEMENTAL INDENTURE between CARLYLE SECURED LENDING, INC. and Dated as of October 18, 2024Second Supplemental Indenture • October 18th, 2024 • Carlyle Secured Lending, Inc.
Contract Type FiledOctober 18th, 2024 CompanyTHIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of October 18, 2024, is between Carlyle Secured Lending, Inc., a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
OMNIBUS AMENDMENT NO. 5Credit Agreement • August 6th, 2019 • TCG Bdc, Inc. • New York
Contract Type FiledAugust 6th, 2019 Company JurisdictionTHIS OMNIBUS AMENDMENT NO. 5, dated as of June 14, 2019 (this “Amendment”), to the Existing Credit Agreement and the Existing Guarantee and Security Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among TCG BDC, Inc. (f/k/a CARLYLE GMS FINANCE, INC.), a Maryland corporation (the “Borrower”), the Lenders party hereto, HSBC BANK USA, N.A. (“HSBC”) as existing administrative agent (the “Existing Administrative Agent”), existing collateral agent (the “Existing Collateral Agent”) and existing swingline lender (the “Existing Swingline Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as successor administrative agent (as successor to HSBC, in such capacity, the “Successor Administrative Agent”), successor collateral agent (as successor to HSBC, in such capacity, the “Successor Collateral Agent”) and successor swingline lender (as successor to HSBC, in such capacity, the “Successor Swingline Lender”).
TCG BDC, Inc. First Supplement to Master Note Purchase Agreement Dated as of December 8, 2020Master Note Purchase Agreement • December 11th, 2020 • TCG Bdc, Inc. • New York
Contract Type FiledDecember 11th, 2020 Company JurisdictionThis First Supplement to Master Note Purchase Agreement (the “Supplement”) is among TCG BDC, Inc., a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
ContractLoan and Servicing Agreement • August 13th, 2014 • Carlyle GMS Finance, Inc.
Contract Type FiledAugust 13th, 2014 CompanyFIRST AMENDMENT, dated as of June 30, 2014 (“First Amendment”), to the LOAN AND SERVICING AGREEMENT, dated as of May 24, 2013 (prior to the effectiveness of the First Amendment, the “Existing Agreement” and following the effectiveness of the First Amendment, the “Agreement”), among CARLYLE GMS FINANCE SPV LLC, a Delaware limited liability company (the “Borrower”), CARLYLE GMS FINANCE, INC., a Maryland corporation (“Carlyle”), as the Transferor and the Servicer, each of the Conduit Lenders, Liquidity Banks, Lender Agents and Institutional Lenders party to the Existing Agreement (as defined below), CITIBANK, N.A., as the Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Account Bank, the Backup Servicer and the Collateral Agent, CITIBANK, N.A. and SUNTRUST ROBINSON HUMPHREY, INC., as the Joint Lead Arrangers and CITIBANK, N.A., as the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Existin
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 3rd, 2025 • Carlyle Secured Lending, Inc. • Delaware
Contract Type FiledJanuary 3rd, 2025 Company JurisdictionThis Lock-up Agreement is dated as of [•], 2025 by and between (a) Carlyle Secured Lending, Inc. a Maryland corporation (the “Company”), and (b) each holder of record of shares of Common Stock resulting from the Preferred Stock Exchange as identified on Exhibit A hereto and the other Persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAmendment to Agreement and Plan of Merger • January 3rd, 2025 • Carlyle Secured Lending, Inc.
Contract Type FiledJanuary 3rd, 2025 CompanyThis AMENDMENT (this “Amendment”) to the Agreement (as defined below) is entered into as of January 3, 2025, by and among Carlyle Secured Lending III, a Delaware statutory trust (“CSL III”), Carlyle Secured Lending, Inc., a Maryland corporation (“CSL”), Blue Fox Merger Sub, Inc., a Maryland corporation and a direct wholly-owned subsidiary of CSL (“Merger Sub”), and, for the limited purposes set forth therein, CSL III Advisor, LLC, a Delaware limited liability company and investment adviser of CSL III (“CSL III Advisor”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company and investment adviser of CSL (“CGCIM,” together with CSL III Advisor, the “Advisors”). CSL, CSL III, Merger Sub and the Advisors are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • November 4th, 2020 • TCG Bdc, Inc. • New York
Contract Type FiledNovember 4th, 2020 Company JurisdictionThis CONTRIBUTION AGREEMENT (this “Agreement”), dated as of November 3, 2020, by and between TCG BDC, Inc., a Maryland corporation, as the contributor (the “Contributor”), and Middle Market Credit Fund II, LLC, a Delaware limited liability company, as the contributee (the “Contributee”).
THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • February 25th, 2025 • Carlyle Secured Lending, Inc. • Delaware
Contract Type FiledFebruary 25th, 2025 Company JurisdictionThis THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), is made as of February 20, 2025, by and between Carlyle Secured Lending, Inc., a Maryland corporation (the “Company”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Adviser”), amending and restating, in its entirety the second amended and restated investment advisory agreement, dated as of August 6, 2018 (the “Second Amended and Restated Investment Advisory Agreement”), by and between the Company and the Adviser, which amended and restated, in its entirety the amended and restated investment advisory agreement, dated as of September 15, 2017, by and between the Company and the Adviser, which amended and restated in its entirety the initial investment advisory agreement, dated as of April 3, 2013, by and between the Company and the Adviser.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2025 • Carlyle Secured Lending, Inc. • New York
Contract Type FiledJanuary 3rd, 2025 Company JurisdictionThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2024, is entered into by and between Carlyle Secured Lending, Inc., a Maryland corporation (including its successors, the “Corporation”) and Carlyle Investment Management L.L.C. (the “Holder”).