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
INDENTURE, 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”).
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
SENIOR 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.
FOURTH 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
SENIOR 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
This 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
TCG 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
TCG 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
This 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
THIS 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
THIS 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
SENIOR 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
This 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.
FIFTH 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
This 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.
Carlyle 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
This 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
THIS 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
This 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
TCG 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
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • October 6th, 2017 • TCG Bdc, Inc. • New York
THIS 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
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • March 27th, 2015 • Carlyle GMS Finance, Inc. • New York
THIS 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
This 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.
THIS 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”).
SECOND SUPPLEMENTAL INDENTURE between CARLYLE SECURED LENDING, INC. and Dated as of October 18, 2024Second Supplemental Indenture • October 18th, 2024 • Carlyle Secured Lending, Inc.
THIS 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
THIS 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
This 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.
FIRST 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
CONTRIBUTION AGREEMENTContribution Agreement • November 4th, 2020 • TCG Bdc, Inc. • New York
This 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”).
FIRST SUPPLEMENTAL INDENTURE between CARLYLE SECURED LENDING, INC.First Supplemental Indenture • November 20th, 2023 • Carlyle Secured Lending, Inc.
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 20, 2023, is between Carlyle Secured Lending, Inc., a Maryland corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
OMNIBUS AMENDMENT NO. 9Omnibus Amendment • June 1st, 2022 • Carlyle Secured Lending, Inc. • New York
THIS OMNIBUS AMENDMENT NO. 9, dated as of May 25, 2022 (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 SECURED LENDING, INC. (f/k/a TCG BDC, Inc.), a Maryland corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (the “Administrative Agent”), collateral agent (the “Collateral Agent”) and swingline lender (the “Swingline Lender”).
OMNIBUS AMENDMENT NO. 2Omnibus Amendment • August 10th, 2016 • Carlyle GMS Finance, Inc. • New York
THIS OMNIBUS AMENDMENT NO. 2, dated as of May 25, 2016 (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, SUNTRUST BANK (“SunTrust”), as existing administrative agent (the “Existing Administrative Agent”), existing collateral agent (the “Existing Collateral Agent”), existing issuing bank (the “Existing Issuing Bank”) and existing swingline lender (the “Existing Swingline Lender”) and HSBC BANK USA, N.A. (“HSBC”), as successor administrative agent (as successor to SunTrust, in such capacity, the “Successor Administrative Agent”), successor collateral agent (as successor to SunTrust, in such capacity, the “Successor Collateral Agent”) and successor swingline lender (as successor to SunTrust, in such capacity, the “Successo
COMMITMENT INCREASE AGREEMENT April 21, 2023Commitment Increase Agreement • May 9th, 2023 • Carlyle Secured Lending, Inc. • New York
JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2020 • TCG Bdc, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2020, is entered into by and between TCG BDC, Inc., a Maryland corporation (including its successors, the “Corporation”) and Carlyle Investment Management L.L.C. (the “Holder”).
