Carlyle Secured Lending III Sample Contracts
LOAN AND SERVICING AGREEMENT among CARLYLE SECURED LENDING III, as Holdings, CARLYLE SECURED LENDING III SPV, L.L.C., as the Borrower, MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY and the other Lenders from time to time party hereto, WILMINGTON TRUST,...Loan and Servicing Agreement • May 15th, 2023 • Carlyle Secured Lending III • New York
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving loan facility that provides for Advances from time to time in the amounts and in accordance with the terms set forth herein.
Standard Contracts
JOINT ALLOCATION AGREEMENTJoint Allocation Agreement • May 13th, 2024 • Carlyle Secured Lending III • New York
THIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 5th day of April, 2024, 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”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 12th, 2021 • Carlyle Secured Lending III • Delaware
This AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of November 11, 2021 by and between Carlyle Secured Lending III, a Delaware statutory trust (the “Company”), and CSL III Advisor, LLC, a Delaware limited liability company (the “Adviser”), amending and restating, in its entirety, the Investment Advisory Agreement, made as of June 21, 2021, originally between the Company and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Old Adviser”), and subsequently novated from the Old Adviser to the Adviser pursuant to the Novation of Investment Advisory Agreement, effective as of November 11, 2021, by and among the Company, the Old Adviser and the Adviser.
CARLYLE SECURED LENDING III THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of January 24, 2022Agreement and Declaration of Trust • January 25th, 2022 • Carlyle Secured Lending III
This THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of January 24, 2022, by the Board of Trustees hereunder and Wilmington Trust, National Association, as Delaware trustee.
ADMINISTRATION AGREEMENTAdministration Agreement • August 11th, 2021 • Carlyle Secured Lending III • New York
This Agreement (“Agreement”) is made as of June 21, 2021 by and between Carlyle Secured Lending III, a Delaware statutory trust (the “Company”), and CARLYLE GLOBAL CREDIT ADMINISTRATION L.L.C., a Delaware limited liability company (the “Administrator”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 11th, 2021 • Carlyle Secured Lending III • Delaware
This Indemnification Agreement, dated as of _____, 2021 (this “Agreement”), is entered into by and between Carlyle Secured Lending III, a Delaware statutory trust ( the “Indemnitor”), and the Indemnitee named on the signature page hereto (“Indemnitee”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 3rd, 2025 • Carlyle Secured Lending III
This 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 AGREEMENT THIS JOINT ALLOCATION AGREEMENT (this “Agreement”), effective as of the 21st day of June, 2021, by and among TCG BDC, Inc. (“TCG”), TCG BDC II, Inc. (“TCG II”) and Carlyle Secured Lending III (“CSL III”), each affiliates and...Joint Allocation Agreement • December 13th, 2021 • Carlyle Secured Lending III • New York
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • May 16th, 2022 • Carlyle Secured Lending III
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 13th of May, 2022, by and between Carlyle Secured Lending III, a Delaware statutory trust (the “Fund”), and CSL III Advisor, LLC, a Delaware limited liability company (the “Adviser”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 13th, 2024 • Carlyle Secured Lending III • New York
WHEREAS, the Borrower, the Administrative Agent and the Lender have entered into that certain Revolving Credit Agreement, dated as of April 22, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);
NOVATION OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • November 12th, 2021 • Carlyle Secured Lending III • New York
This Novation of Investment Advisory Agreement is made effective as of November 11, 2021 by and among Carlyle Secured Lending III, a Delaware statutory trust (the “Company”), Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Current Adviser”), and CSL III Advisor, LLC, a Delaware limited liability company (the “New Adviser”).
AGREEMENT AND PLAN OF MERGER among CARLYLE SECURED LENDING III, CARLYLE SECURED LENDING, INC., BLUE FOX MERGER SUB, INC., CSL III ADVISOR, LLC (for the limited purposes set forth herein) and CARLYLE GLOBAL CREDIT INVESTMENT MANAGEMENT L.L.C. (for the...Merger Agreement • August 5th, 2024 • Carlyle Secured Lending III • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2024 (this “Agreement”), 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 wholly-owned direct Consolidated Subsidiary of CSL (“Merger Sub”), and, solely for the purposes of Section 2.6, Article V, Section 8.2(b) (in the case of CSL III Advisor), Section 8.3(b) and Section 8.3(d) (in the case of CGCIM), and Article XI, CSL III Advisor, LLC, a Delaware limited liability company (“CSL III Advisor”), and Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (“CGCIM,” together with CSL III Advisor, the “Advisors”).
Page ii Section 3.04 Conditions to Transfers of Portfolio Assets .................................................. 59 ARTICLE IV. REPRESENTATIONS ..................................................................Loan and Servicing Agreement • May 13th, 2024 • Carlyle Secured Lending III • New York
REVOLVING CREDIT AGREEMENT by and among CARLYLE SECURED LENDING III, as the Initial Borrower, the other FUND BORROWERS party hereto, the LENDERS party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and Sole Lead Arranger and...Revolving Credit Agreement • May 16th, 2022 • Carlyle Secured Lending III • New York
THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of April 22, 2022 by and among CARLYLE SECURED LENDING III, a Delaware statutory trust (“Initial Borrower”), the other Fund Borrowers and the Qualified Borrowers, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent (as hereinafter defined) for the Secured Parties and Sole Lead Arranger (the “Lead Arranger”), and MORGAN STANLEY BANK, N.A. (“Morgan Stanley”), as the Letter of Credit Issuer and a Lender.