CUSTODY AGREEMENT dated as of January 15, 2015 by and between GRIFFIN-BENEFIT STREET PARTNERS BDC CORP. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of January 15, 2015 and is by and between GRIFFIN-BENEFIT STREET PARTNERS BDC CORP. (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 1520 Grand Avenue, El Segundo, California 90245 and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
ESCROW AGREEMENTEscrow Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • California
This Escrow Agreement (this “Agreement”) is made and entered into as of this 19th day of December, 2014 by and among Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “Company”), Griffin Capital Securities, Inc., a California corporation (the “Dealer Manager”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
ADMINISTRATION AGREEMENTAdministration Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • Delaware
This Administration Agreement (this “Agreement”) is made as of January 16, 2015, by and between GRIFFIN-BENEFIT STREET PARTNERS BDC CORP., a Maryland corporation (hereinafter referred to as the “Company”), and GRIFFIN CAPITAL BDC ADMINISTRATOR, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN GRIFFIN-BENEFIT STREET PARTNERS BDC CORP. AND GRIFFIN CAPITAL BDC ADVISOR, LLCInvestment Advisory Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • Delaware
Pre-incentive fee net investment income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the incentive fee on income is 0.2%.
GRIFFIN-BENEFIT STREET PARTNERS BDC CORP. UP TO 150,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT December 11, 2014Participating Dealer Agreement • December 23rd, 2014 • Griffin-Benefit Street Partners BDC Corp. • California
Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to 150,000,000 in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Common Stock”), (the “Offering”), to be issued and sold at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). The minimum purchase by any one person shall be $2,500 in Shares except as otherwise indicated in the Prospectus (as defined in Section 1.1 below) or in any letter or memorandum from the Company to Griffin Capital Securities, Inc. (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into participating dealer agreements (each a “Participating Dealer Manager Agreement”) in the form attached to this Dealer Manager Agreement with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being
INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG GRIFFIN CAPITAL BDC ADVISOR, LLC, BENEFIT STREET PARTNERS L.L.C. AND GRIFFIN-BENEFIT STREET PARTNERS BDC CORP.Investment Sub-Advisory Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • Delaware
THIS INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made this 16th day of January 2015, by and among Griffin Capital BDC Advisor, LLC, a Delaware limited liability company (the “Adviser”), Benefit Street Partners L.L.C., a Delaware limited liability company (the “Sub-Adviser”), and Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “BDC”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 31st, 2015 • Griffin-Benefit Street Partners BDC Corp. • New York
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and effective as of January 16, 2015, (the “Effective Date”) by and between Benefit Street Partners L.L.C., a Delaware limited liability company (“Licensor”), and Griffin-Benefit Street Partners BDC Corp., a Maryland Corporation (the “Company”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 20th, 2015 • Griffin-Benefit Street Partners BDC Corp. • California
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and effective as of January 16, 2015 (the “Effective Date”) by and between Griffin Capital Corporation, a Delaware corporation (“Licensor”), Griffin Capital BDC Advisor, LLC (the “Advisor”), and Griffin-Benefit Street Partners BDC Corp., a Maryland Corporation (the “Company”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 10th, 2017 • Griffin-Benefit Street Partners BDC Corp. • Delaware
This Agreement and Plan Of Reorganization (the “Agreement”) is made as of May 5, 2017 by and between Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “Acquired Fund”), and Griffin Institutional Access Credit Fund, a Delaware Statutory Trust (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”), each with its principal place of business at Griffin Capital Plaza, 1520 E. Grand Avenue, El Segundo, California 90245. Griffin Capital Credit Advisor, LLC joins this Agreement solely for the purposes of paragraphs 1.7 and 10.2.
Mr. Kyle Betty Bain Capital Credit, LP John Hancock Tower Boston, MA 02116 Re: Griffin Capital BDC Corp. Dear Kyle:Griffin-Benefit Street Partners BDC Corp. • August 1st, 2017
The purpose of this letter is to set forth certain, business understandings between BCSF Advisors, LP ("Bain"), Griffin Capital BDC Advisor, LLC (“GCBA”), and Griffin Capital Company, LLC ("Griffin") with respect to that certain Interim Investment Sub-Advisory Agreement (the "Interim Sub-Advisory Agreement") pursuant to which Bain will serve as the interim investment sub-adviser to Griffin Capital BDC Corp., formerly known as Griffin Capital-Benefit Street Partners BDC Corp. (the "BDC"). The content of this letter of agreement shall be discussed with the board of directors of the BDC (the "Board") in connection with the Board's consideration of the Interim Sub-Advisory Agreement.
SECOND AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • May 10th, 2017 • Griffin-Benefit Street Partners BDC Corp.
This Second Amendment to the Expense Support and Conditional Reimbursement Agreement (this “Second Amendment”) is made as of March 23, 2017 by and between Griffin-Benefit Street Partners BDC Corp., a Maryland Corporation (the “Company”), and Griffin Capital BDC Advisor, LLC, a Delaware limited liability company (the “Adviser”).
RE: Griffin-Benefit Street Partners BDC Corp. (“GBS-BDC”) Wind-down Letter of AgreementGriffin-Benefit Street Partners BDC Corp. • March 31st, 2017 • New York
This Letter of Agreement is being entered into by Griffin Capital Company, LLC (formerly Griffin Capital Corporation) (“Griffin Capital”), Griffin Capital BDC Advisor, LLC (“GCBA”) and Benefit Street Partners L.L.C. (“Benefit Street”) to revise the economic terms of their arrangements with each other as set forth in the Summary of Terms executed by Benefit Street and Griffin Capital dated January 6, 2014 (the “Term Sheet”), the Investment Sub-Advisory Agreement by and among GBS-BDC, GCBA and Benefit Street dated January 16, 2015 (the “Sub-Advisory Agreement”), and any and all other agreements between GCBA and Benefit Street, including those entered into by any of their affiliates (all of these agreements collectively referred to herein as, the “BDC Agreements”) in connection with the potential wind down of GBS-BDC and merger of GBS-BDC with and into Griffin Institutional Access Credit Fund (“GIA Credit Fund”).
INTERIM INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG GRIFFIN CAPITAL BDC ADVISOR, LLC, BCSF ADVISORS, LP. AND GRIFFIN CAPITAL BDC CORP.Interim Investment Sub-Advisory Agreement • August 1st, 2017 • Griffin-Benefit Street Partners BDC Corp. • Delaware
THIS INTERIM INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made this 1st day of August 2017, by and among Griffin Capital BDC Advisor, LLC, a Delaware limited liability company (the “Adviser”), BCSF Advisors, LP, a Delaware limited liability company (the “Sub-Adviser”), and Griffin Capital BDC Corp. (formerly known as, Griffin-Benefit Street Partners BDC Corp.), a Maryland corporation (the “BDC”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • March 31st, 2015 • Griffin-Benefit Street Partners BDC Corp. • Delaware
THIS EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is made this 25th day of March, 2015 by and between Griffin-Benefit Street Partners BDC Corp., a Maryland corporation (the “Company”) and Griffin Capital BDC Advisor, LLC, a Delaware limited liability company (the “Adviser”).
AMENDMENT TO EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTAnd Conditional Reimbursement Agreement • March 29th, 2016 • Griffin-Benefit Street Partners BDC Corp.
This Amendment to the Expense Support and Conditional Reimbursement Agreement (this “Amendment”) is made as of March 23, 2016 by and between Griffin-Benefit Street Partners BDC Corp., a Maryland Corporation (the “Company”), and Griffin Capital BDC Advisor, LLC, a Delaware limited liability company (the “Adviser”).
