CM FINANCE INC Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Indenture Dated as of July 2, 2018 Providing for the Issuance Of Debt SecuritiesIndenture • April 9th, 2019 • CM Finance Inc • New York
INDENTURE, dated as of July 2, 2018, between CM FINANCE INC, a Maryland corporation (hereinafter called the “Company”), having its principal office at 601 Lexington Avenue, 26th Floor, New York, NY 10022, and U.S. Bank National Association, a national banking association, as Trustee (hereinafter called the “Trustee”), having its office at One Federal Street 3rd Floor, Boston, MA 02110.
CUSTODY AGREEMENT dated as of August 31, 2017 by and among CM FINANCE INC (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian” and “Document Custodian”)Custody Agreement • September 6th, 2017 • CM Finance Inc • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of August 31, 2017, and is by and between CM FINANCE INC (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 601 Lexington Avenue, Floor 26, Suite C, New York, NY 10022, U.S. BANK NATIONAL ASSOCIATION (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Third Floor, Boston, MA 02110 and the Custodian in its capacity as document custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Document Custodian”).
CUSTODIAN AGREEMENTCustodian Agreement • December 20th, 2013 • CM Finance Inc • Massachusetts
This Agreement, dated as of November , 2013, is between CM FINANCE INC, a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
65,000,000 Aggregate Principal Amount 4.875% Notes Due 2026 Investcorp Credit Management BDC, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2021 • Investcorp Credit Management BDC, Inc. • New York
Investcorp Credit Management BDC, Inc., a Maryland corporation (formerly known as CM Finance Inc) (the “Company”), and CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”), confirm their agreement with respect to the proposed issuance and sale by the Company to the several Underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively the “Underwriters”), for whom Raymond James & Associates, Inc. is acting as the representative (in such capacity, the “Representative”), of $65,000,000 aggregate principal amount of 4.875% Notes due 2026 (the “Securities”) of the Company, and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Securities set forth opposite their respective names in Schedule A hereto. In the event that only one Underwriter is listed in Schedule A hereto, any references to the “Underwriters” shall be deemed to refer to the sole Underwriter in the singular form listed in such
LICENSE AGREEMENTLicense Agreement • November 15th, 2013 • CM Finance Inc • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of [October 8], 2013 (the “Effective Date”) by and between CM Investment Partners LLC (the “Licensor”), a Delaware limited liability company, and CM Finance Inc, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2013 • CM Finance Inc • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of October, 2013, by and between CM Finance Inc, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
PRELIMINARY STATEMENTIndenture • November 27th, 2017 • CM Finance Inc • New York
ADMINISTRATION AGREEMENTAdministration Agreement • September 3rd, 2019 • Investcorp Credit Management BDC, Inc. • New York
This ADMINISTRATION AGREEMENT (this “Agreement”), dated as of August 30, 2019, is by and between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners LLC, a Delaware limited liability company (the “Administrator”).
Dated as of September 30, 2020 CM FINANCE SPV LTD., as Issuer THE ENTITIES FROM TIME TO TIME PARTY HERETO, as the Class A-R Noteholders INVESTCORP CREDIT MANAGEMENT BDC, INC. U.S. BANK NATIONAL ASSOCIATION, as Revolving Credit Note Agent and U.S. BANK...Revolving Credit Note Agreement • October 5th, 2020 • Investcorp Credit Management BDC, Inc. • New York
INVESTMENT ADVISORY AGREEMENT BETWEEN ANDInvestment Advisory Agreement • September 3rd, 2019 • Investcorp Credit Management BDC, Inc. • New York
This INVESTMENT ADVISORY AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • November 15th, 2013 • CM Finance Inc • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of May 23, 2013 (the “Agreement”) is entered into by and among CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the law of the Cayman Islands (the “Issuer”), CM INVESTMENT PARTNERS, LP, a limited partnership organized under the laws of the State of Delaware, 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 STATE STREET BANK AND TRUST COMPANY (“State Street”), 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”).
THIRD AMENDMENT TO LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENTAnd Investment Management Agreement • June 21st, 2023 • Investcorp Credit Management BDC, Inc. • New York
THIS LOAN, SECURITY AND INVESTMENTCOLLATERAL MANAGEMENT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 23, 2021, by and among:
AMENDED AND RESTATED COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • March 1st, 2017 • CM Finance Inc • New York
This Amended and Restated Collateral Management Agreement (this “Agreement”), dated as of February 28, 2017, is made by and between CM Finance SPV Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”) and CM Investment Partners LLC (as successor to CM Investment Partners, L.P.), a Delaware limited liability company (the “Collateral Manager”).
Dated as of June 21, 2019 as Issuer as Trustee as Custodian SECOND AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENTAccount Control Agreement • June 27th, 2019 • CM Finance Inc • New York
THIS SECOND AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of June 21, 2019, is entered into by and between CM FINANCE SPV LTD., a Cayman Islands exempted company incorporated with limited liability under the law of the Cayman Islands (the Issuer) and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with any permitted successors in such capacity, the Trustee) under the Indenture referred to below; and U.S. BANK NATIONAL ASSOCIATION (the Bank), as securities intermediary, bank and custodian (collectively, in such capacities, together with any permitted successors in such capacity, the Custodian).
30,000,000 Aggregate Principal Amount 6.125% Notes Due 2023 UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2018 • CM Finance Inc • New York
The Company also proposes to issue and sell to the several Underwriters not more than an additional $4,500,000 aggregate principal amount of 6.125% Notes due 2023 (the “Additional Securities”) if and to the extent that the Representative shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to as the “Securities.”
CONTRACT ASSIGNMENT AGREEMENTContract Assignment Agreement • January 24th, 2014 • CM Finance Inc • New York
This CONTRACT ASSIGNMENT AGREEMENT (this “Agreement”), dated as of January [ ], 2014, is entered into by and between among CM Investment Partners, LP, a Delaware limited partnership (“Transferor”), and CM Investment Partners LLC a Delaware limited liability company (“Transferee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • September 3rd, 2019 • Investcorp Credit Management BDC, Inc. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of August 30, 2019 (the “Effective Date”) by and between CM INVESTMENT PARTNERS LLC, a Delaware limited liability company (the “Licensor”), and INVESTCORP CREDIT MANAGEMENT BDC, INC., a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
UP TO U.S. $115,000,000 LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT by and among CM INVESTMENT PARTNERS LLC, as the Investment Manager INVESTCORP CREDIT MANAGEMENT BDC SPV, LLC, as the Borrower EACH OF THE LENDERS FROM TIME TO TIME PARTY...Investment Management Agreement • August 25th, 2021 • Investcorp Credit Management BDC, Inc. • New York
THIS LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 23, 2021, by and among:
SALE AND CONTRIBUTION AGREEMENT by and between INVESTCORP CREDIT MANAGEMENT BDC SPV, LLC, as the Buyer and INVESTCORP CREDIT MANAGEMENT BDC, INC., as the Seller August 23, 2021Sale and Contribution Agreement • August 25th, 2021 • Investcorp Credit Management BDC, Inc. • New York
THIS SALE AND CONTRIBUTION AGREEMENT (such agreement as amended, modified, supplemented or restated from time to time, the “Agreement”) is dated as of August 23, 2021, by and between INVESTCORP CREDIT MANAGEMENT BDC, INC., a Maryland corporation, as the seller (in such capacity, the “Seller”) and INVESTCORP CREDIT MANAGEMENT BDC SPV, LLC, a Delaware limited liability company, as the buyer (in such capacity, the “Buyer”).
FOURTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENTAnd Collateral Management Agreement • January 23rd, 2024 • Investcorp Credit Management BDC, Inc. • New York
THIS LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of August 23, 2021, by and among:
SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • November 9th, 2016 • CM Finance Inc • Maryland
THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT is entered into as of November 7, 2016 (this “Agreement”), by and among CM Finance Inc, a Maryland corporation (the “Company”), CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”), Stifel Venture Corp., a Missouri corporation (“Stifel”) and for purposes of Section 3 only, Stifel, Nicolaus & Company, Incorporated.
ContractContribution Agreement • November 15th, 2013 • CM Finance Inc • New York
CONTRIBUTION AGREEMENT, dated as of May 23, 2013 (this Agreement), between CM FINANCE LLC, a Delaware limited liability company and sole shareholder (the Sole Shareholder) of CM Finance SPV Ltd., and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee on behalf of the Secured Parties (the Trustee).
August 28, 2019Purchase Agreement • September 3rd, 2019 • Investcorp Credit Management BDC, Inc.
ContractSecurity Agreement • November 9th, 2016 • CM Finance Inc • New York
SECURITY AGREEMENT dated as of November 9, 2016 (this Agreement) between CM Finance SPV LLC, a limited liability company formed under the laws of the State of Delaware (the Pledgor), and Citibank, N.A., a national banking association acting through its Agency & Trust Division, as security agent for the Secured Parties referred to below (in such capacity, the Security Agent).
ContractMaster Agreement • June 27th, 2019 • CM Finance Inc • New York
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • November 9th, 2016 • CM Finance Inc • New York
This Collateral Management Agreement (this “Agreement”) is made as of November 9, 2016, by and between CM Finance SPV LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”), and CM Investment Partners, L.L.C. a Delaware limited liability company (the “Collateral Manager”).
March 9, 2020 Investcorp Credit Management BDC, Inc.Mutual Purchase Agreement Waiver and Agreement • March 10th, 2020 • Investcorp Credit Management BDC, Inc.
FORM OF UNDERWRITING AGREEMENT (a Maryland corporation) 6,666,666 Shares of Common Stock Par Value $0.001 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2014 • CM Finance Inc • New York
ContractAmendment Agreement • June 27th, 2019 • CM Finance Inc • New York
AMENDMENT AGREEMENT, dated as of June 21, 2019 (this Amendment Agreement), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); CM INVESTMENT PARTNERS LLC, as collateral manager (in such capacity, together with its permitted successors and assigns under the Indenture, the Collateral Manager); and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (in such capacity, together with its permitted successors and assigns under the Collateral Administration Agreement (as defined below), the Collateral Administrator).
SECOND AMENDMENT AGREEMENT TO 2002 ISDA MASTER AGREEMENTSecond Amendment Agreement • October 2nd, 2014 • CM Finance Inc • New York
This SECOND AMENDMENT AGREEMENT, dated as of September 26, 2014 (this Amendment Agreement), between UBS AG, a banking corporation organized under the law of Switzerland (Party A), and CM FINANCE INC., as successor by merger to CM Finance LLC, a corporation incorporated under the laws of the State of Maryland (Party B), acting by and through CM Investment Partners LLC (as successor to CM Investment Partners, L.P.), except as otherwise indicated, not in its individual capacity but as agent of Party B (in such capacity, Investment Adviser).
15,000,000 Aggregate Principal Amount 6.125% Notes Due 2023 Investcorp Credit Management BDC, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2019 • Investcorp Credit Management BDC, Inc. • New York
Investcorp Credit Management BDC, Inc., a Maryland corporation (formerly known as CM Finance Inc) (the “Company”), and CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”), confirm their agreement with respect to the proposed issuance and sale by the Company to the several Underwriters named in Schedule A hereto (each, an “Underwriter” and, collectively the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as the representative (in such capacity, the “Representative”) $15,000,000 aggregate principal amount of 6.125% Notes due 2023 (the “Firm Securities”) of the Company set forth in Schedule A hereto.
ContractLoan Agreement • November 9th, 2016 • CM Finance Inc • New York
LOAN AGREEMENT dated as of November 9, 2016 (this Agreement) between CM Finance SPV LLC, a limited liability company formed under the laws of the State of Delaware (the Borrower), the financial institutions and other lenders from time to time party hereto as “Lenders” (the Lenders) and Citibank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).
ContractInvestment Advisory Agreement • January 24th, 2014 • CM Finance Inc
Global Master Repurchase AgreementGlobal Master Repurchase Agreement • June 27th, 2019 • CM Finance Inc • England
ContractSecond Amendment Agreement • October 2nd, 2014 • CM Finance Inc • New York
SECOND AMENDMENT AGREEMENT, dated as of September 26, 2014 (this Second Amendment Agreement), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (in such capacity, together with its permitted successors and assigns in the trusts under the Indenture, the Trustee) and, solely as expressly specified in the Indenture, in its individual capacity (the Bank).
