SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 24, 2021 among BAIN CAPITAL SPECIALTY FINANCE, INC. as Borrower The LENDERS And ISSUING BANKS Party Hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI...Senior Secured Revolving Credit Agreement • February 23rd, 2022 • Bain Capital Specialty Finance, Inc. • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 24, 2021 (this “Agreement”), among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
CUSTODY AGREEMENTCustody Agreement • October 6th, 2016 • Bain Capital Specialty Finance, Inc. • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of October [ ], 2016 and is by and between Bain Capital Specialty Finance, Inc. (and any successor or permitted assign), a corporation organized under the laws of the State of Delaware, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2020 • Bain Capital Specialty Finance, Inc. • New York
Exhibit C-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
CREDIT AND SECURITY AGREEMENT among BCSF II-C, LLC as Borrower, BAIN CAPITAL SPECIALTY FINANCE, INC., as Equityholder and as Servicer, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CITIBANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL...Credit and Security Agreement • February 28th, 2019 • Bain Capital Specialty Finance, Inc. • New York
CREDIT AND SECURITY AGREEMENT, dated as of February 19, 2019, among BCSF II-C, LLC, a Delaware limited liability company, as borrower (the “Borrower”), BAIN CAPITAL SPECIALTY FINANCE, INC., Delaware corporation, in its capacity as the sole member of the Borrower (in such capacity, the “Equityholder”) and in its capacity as Servicer, the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and as collateral administrator (in such capacity, the “Collateral Administrator”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 6th, 2016 • Bain Capital Specialty Finance, Inc. • Delaware
AGREEMENT (this “Agreement”) made as of this [ ] day of October, 2016, by and between Bain Capital Specialty Finance, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and BCSF Advisors, LP, a Delaware limited partnership (the “Administrator”).
BAIN CAPITAL SPECIALTY FINANCE, INC. Senior Notes due 2023 MASTER Note Purchase Agreement Dated June 10, 2020Master Note Purchase Agreement • August 5th, 2020 • Bain Capital Specialty Finance, Inc. • New York
CLASS A-1L CREDIT AGREEMENT dated as of August 28, 2019 among BCC MIDDLE MARKET CLO 2019-1, LLC, as Borrower, BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC, as Co-Borrower, CAPITAL ONE, NATIONAL ASSOCIATION, as Lender, WELLS FARGO BANK, NATIONAL...Credit Agreement • February 26th, 2020 • Bain Capital Specialty Finance, Inc. • New York
THIS CLASS A-1L CREDIT AGREEMENT (this “Agreement”), dated as of August 28, 2019, is entered into by and among BCC MIDDLE MARKET CLO 2019-1, LLC, a limited liability company formed and registered under the laws of the Cayman Islands (the “Borrower”), BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC, a limited liability company organized under the laws of the State of Delaware (the “Co-Borrower” and, together with the Borrower, the “Borrowers”), VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS which are, or may become, parties hereto as Lenders (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but as Loan Agent (the “Loan Agent”) and as Collateral Trustee (the “Collateral Trustee”).
AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENTPortfolio Management Agreement • May 5th, 2022 • Bain Capital Specialty Finance, Inc. • New York
This Amended and Restated Portfolio Management Agreement (this “Agreement”), dated as of November 30, 2021, is entered into by and between BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company, as issuer (together with successors and assigns permitted hereunder, the “Issuer”) and BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation, as portfolio manager (together with successors and assigns permitted hereunder, in such capacity, the “Portfolio Manager”).
MASTER PARTICIPATION AGREEMENTMaster Participation Agreement • October 17th, 2018 • Bain Capital Specialty Finance, Inc. • New York
Master Participation and Assignment Agreement (as amended from time to time, this “Agreement”), dated as of September 28, 2018, between BCSF I, LLC, a Delaware limited liability company (the “Financing Subsidiary”), and BCC Middle Market CLO 2018-1, LLC, a Delaware limited liability company (the “Issuer”).
THIRD AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND SECURITY AGREEMENTSenior Secured Revolving Credit Agreement • August 6th, 2024 • Bain Capital Specialty Finance, Inc. • New York
THIS THIRD AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND SECURITY AGREEMENT, dated as of May 20, 2024 (this “Amendment”), is among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), solely with respect to Section 7.9, the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), the LENDERS and ISSUING BANKS party hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and SMBC, as Collateral Agent (in such capacity, the “Collateral Agent”).
Bain Capital Specialty Finance, Inc. Boston, MA 02116 Attn: Ms. Adriana Rojas Garzón RE: Bain Capital Specialty Finance, Inc. — Rights Offer Dear Ms. Garzón:Information Agent Agreement • May 5th, 2020 • Bain Capital Specialty Finance, Inc. • New York
This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Bain Capital Specialty Finance, Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.
Bain Capital Specialty Finance, Inc. $300,000,000 Aggregate Principal Amount 2.550% Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2021 • Bain Capital Specialty Finance, Inc. • New York
Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of 2.550% Notes due October 13, 2026 (the “Securities”). It is understood that, subject to the conditions hereinafter stated, the Securities will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Securities. Goldman Sachs & Co. LLC (“Goldman Sachs”) and SMBC Nikko Securities America, Inc. shall act as the representatives of the Underwriters (the “Representatives”).
BAIN CAPITAL SENIOR LOAN PROGRAM, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 23rd, 2022 • Bain Capital Specialty Finance, Inc. • Delaware
This Amended and Restated Limited Liability Company Agreement, dated as of December 27, 2021 (the “Effective Date”) (as amended from time to time, this “Agreement”), of Bain Capital Senior Loan Program, LLC, a Delaware limited liability company (the “Company”), is entered into by and among the members of the Company from time to time (each, a “Member,” and collectively, the “Members”).
INVESTMENT ADVISORY AGREEMENT BETWEEN BAIN CAPITAL SPECIALTY FINANCE, INC. AND BCSF ADVISORS, LPInvestment Advisory Agreement • October 6th, 2016 • Bain Capital Specialty Finance, Inc. • Delaware
Investment Advisory Agreement made this [ ] day of October, 2016 (this “Agreement”), by and between BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Company”), and BCSF ADVISORS, LP, a Delaware limited partnership (the “Advisor”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • November 6th, 2019 • Bain Capital Specialty Finance, Inc. • New York
THIS COLLATERAL ADMINISTRATION AGREEMENT (the “Agreement”), dated as of August 28, 2019, by and among BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company, as issuer (the “Issuer”), BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation, as portfolio manager (the “Portfolio Manager”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral administrator (together with its permitted successors and assigns, in such capacity, the “Collateral Administrator”).
AMENDED AND RESTATED INDENTUREIndenture • May 5th, 2022 • Bain Capital Specialty Finance, Inc. • New York
AMENDED AND RESTATED INDENTURE, dated as of November 30, 2021 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), by and among BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company (the “Issuer”), BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors in the trusts hereunder, the “Trustee”), hereby amending and restating the indenture, dated as of August 28, 2019 (the “Closing Date”), between the Co-Issuers and the Trustee (the “Original Indenture”).
MASTER PARTICIPATION AGREEMENTMaster Participation Agreement • November 6th, 2019 • Bain Capital Specialty Finance, Inc. • New York
Master Participation and Assignment Agreement (as amended from time to time, this “Agreement”), dated as of August 28, 2019, between BCSF I, LLC, a Delaware limited liability company (the “Closing Date Seller”), and BCC Middle Market CLO 2019-1, LLC, a Cayman Islands limited liability company (the “Issuer”).
OMNIBUS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2020 • Bain Capital Specialty Finance, Inc. • New York
AMENDMENT NO. 1 (this "Amendment") dated as of March 31, 2020 among BCSF I, LLC, as borrower (the "Borrower"); the lenders under the Credit Agreement referred to below (the "Lenders"); GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent"); and U.S. BANK NATIONAL ASSOCIATION, as collateral administrator, as collateral custodian and as collateral agent (the "Collateral Agent").
LOAN SALE AGREEMENT by and between BCC MIDDLE MARKET CLO 2019-1, LLC, as the Issuer and BAIN CAPITAL SPECIALTY FINANCE, INC., as the Transferor Dated as of August 28, 2019Loan Sale Agreement • November 6th, 2019 • Bain Capital Specialty Finance, Inc.
THIS LOAN SALE AGREEMENT, dated as of August 28, 2019, by and between BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation, as the transferor (the “Transferor”) and BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company, as the issuer (the “Issuer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2018 • Bain Capital Specialty Finance, Inc. • New York
LOAN AND SECURITY AGREEMENT dated as of February 9, 2021 among ISLP (L-A), LLC the Financing Providers party hereto the Collateral Administrator, Collateral Agent and Securities Intermediary party hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as...Loan and Security Agreement • November 6th, 2023 • Bain Capital Specialty Finance, Inc. • New York
Schedule 6 Disqualified Lenders Schedule 7 Moody's Industries Codes Schedule 8 Initial Loans Schedule 9 Market Value Calculations
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 5th, 2020 • Bain Capital Specialty Finance, Inc. • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of , by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Bain Capital Specialty Finance, Inc. (the “Company”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2020 • Bain Capital Specialty Finance, Inc. • New York
This Third Amendment to the Loan and Security Agreement (this "Amendment"), dated as of July 2, 2020, is entered into among BCSF COMPLETE FINANCING SOLUTION LLC (the "Company"), as borrower; the Financing Providers party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the "Collateral Agent"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary"); WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank"); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the "Administrative Agent"). Reference is hereby made to the Loan and Security Agreement (as amended by the First Amendment, dated as of January 29, 2020 and as furthe
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTERNATIONAL SENIOR LOAN PROGRAM, LLCLimited Liability Company Agreement • February 27th, 2024 • Bain Capital Specialty Finance, Inc.
This Second Amendment, made and entered into as of December 13, 2023, by the parties signatory hereto (this “Amendment”), amends that certain Amended and Restated Limited Liability Company Agreement of International Senior Loan Program, LLC, a Delaware limited liability company (the “Company”), dated as of February 9, 2021 and amended on September 8, 2021 (the “Existing Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Agreement.
INCREASING LENDER/JOINDER LENDER AGREEMENTIncreasing Lender/Joinder Lender Agreement • February 28th, 2023 • Bain Capital Specialty Finance, Inc.
FORM OF ADVISORY FEE WAIVER AGREEMENT BAIN CAPITAL SPECIALTY FINANCE, INC.Advisory Fee Waiver Agreement • October 6th, 2016 • Bain Capital Specialty Finance, Inc. • Delaware
THIS AGREEMENT is hereby made as of October [ ], 2016 (the “Agreement”) between Bain Capital Specialty Finance, Inc., a Delaware corporation (the “Company”), and BCSF Advisors, LP, a Delaware limited partnership (the “Advisor”).
FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 3rd, 2022 • Bain Capital Specialty Finance, Inc. • New York
THIS FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 6, 2022 (this “Amendment”), is among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as Administrative Agent (in such capacity, the “Administrative Agent”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 23rd, 2016 • Bain Capital Specialty Finance, Inc. • New York
THIS REVOLVING CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement”) is dated as of December 22, 2016 by and among BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Borrower”), BCSF HOLDINGS, LP, a Delaware limited partnership (“Feeder Fund”), SUMITOMO MITSUI BANKING CORPORATION (in its individual capacity, “SMBC”), as Administrative Agent (as hereinafter defined) and the Lenders (as hereinafter defined).
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • May 17th, 2018 • Bain Capital Specialty Finance, Inc. • New York
AMENDMENT NO. 1 (this “Amendment”) dated as of May 15, 2018 among BCSF I, LLC, as borrower (the “Borrower”); the lenders under the Credit Agreement referred to below (the “Lenders”); GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”); and U.S. BANK NATIONAL ASSOCIATION, as collateral administrator, as collateral custodian and as collateral agent (the “Collateral Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENTPortfolio Management Agreement • February 28th, 2023 • Bain Capital Specialty Finance, Inc. • New York
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT (this “Amendment”), dated as of August 2, 2022 (the “Amendment Date”), is entered into by and between BCC MIDDLE MARKET CLO 2019-1, LTD., a private company incorporated with limited liability in Jersey (the “Issuer”), and BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (in its capacity as Portfolio Manager under the Agreement (as defined below) on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager”).
MASTER PARTICIPATION AND ASSIGNMENT AGREEMENTMaster Participation and Assignment Agreement • November 6th, 2019 • Bain Capital Specialty Finance, Inc. • New York
Master Participation and Assignment Agreement (as amended from time to time, this “Agreement”), dated as of August 28, 2019, between BCSF II-C, LLC, a Delaware limited liability company (the “Closing Date Seller”), and BCC Middle Market CLO 2019-1, LLC, a Cayman Islands limited liability company (the “Issuer”).
LOAN SALE AGREEMENT by and between BCC MIDDLE MARKET CLO 2018-1, LLC, as the Issuer and BAIN CAPITAL SPECIALTY FINANCE, INC., as the Transferor Dated as of September 28, 2018Loan Sale Agreement • October 17th, 2018 • Bain Capital Specialty Finance, Inc.
THIS LOAN SALE AGREEMENT, dated as of September 28, 2018, by and between BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation, as the transferor (the “Transferor”) and BCC MIDDLE MARKET CLO 2018-1, LLC, a Delaware limited liability company, as the issuer (the “Issuer”).
SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BAIN CAPITAL SPECIALTY FINANCE, INC. AND BCSF ADVISORS, LPInvestment Advisory Agreement • February 1st, 2019 • Bain Capital Specialty Finance, Inc. • Delaware
This Second Amended and Restated Investment Advisory Agreement is hereby made as of the 1st day of February, 2019 (this “Agreement”), by and between BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation (the “Company”), and BCSF ADVISORS, LP, a Delaware limited partnership (the “Advisor”).
Up to 12,912,453 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • May 5th, 2020 • Bain Capital Specialty Finance, Inc. • New York
INCREASING LENDER/JOINDER LENDER AGREEMENTIncreasing Lender/Joinder Lender Agreement • August 3rd, 2022 • Bain Capital Specialty Finance, Inc.
