FIRST AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • August 16th, 2024 • AG Twin Brook Capital Income Fund • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of November 17, 2023 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among AG TWIN BROOK CAPITAL INCOME FUND, a Delaware statutory trust (the “Borrower”), the LENDERS AND ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent.
AMENDMENT NO. 3 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of May 28, 2024, among Twin Brook Capital Funding XXXIII MSPV, LLC, a Delaware limited liability company, as borrower (the “Borrower”), AGTB Fund Manager, LLC, a Delaware...Loan and Servicing Agreement • June 3rd, 2024 • AG Twin Brook Capital Income Fund • New York
WHEREAS, the Borrower, the Servicer, the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian are party to that certain Loan and Servicing Agreement, dated as of June 17, 2022 (as the same may be amended, modified or supplemented prior to the Amendment Effective Date in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, Twin Brook Capital Funding XXXIII, LLC, a Delaware limited liability company, as the transferor, the Servicer, each of the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent, the Account Bank and the Collateral Custodian, providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower; and
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • June 5th, 2024 • AG Twin Brook Capital Income Fund • New York
This Agreement, dated as of May 30, 2024 (as amended from time to time, this “Agreement”), is entered into by and between Twin Brook CLO 2024-1 LLC, a limited liability company formed under the laws of the state of Delaware, with its principal office located at the offices of Twin Brook Capital Partners, 111 South Wacker Drive, Chicago, Illinois 60606 (together with successors and assigns permitted hereunder, the “Issuer”), and AGTB Fund Manager, LLC, a Delaware limited liability company, with its principal offices located at 245 Park Avenue, New York, New York 10167, as collateral manager (in such capacity, the “Collateral Manager”).
Services AgreementServices Agreement • March 17th, 2023 • AG Twin Brook Capital Income Fund • New York
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • September 8th, 2023 • AG Twin Brook Capital Income Fund • New York
AGREEMENT (this “Agreement”) made as of this 6th day of September, 2023, by and between AG Twin Brook Capital Income Fund, a Delaware statutory trust (hereinafter referred to as the “Company”), and AGTB Fund Manager, LLC, a Delaware limited liability company (the “Administrator”).
CREDIT AGREEMENT dated as of May 30, 2024 among TWIN BROOK CLO 2024-1 LLC, as Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS, as Lenders, COMPUTERSHARE TRUST COMPANY, N.A., as Loan Agent and COMPUTERSHARE TRUST COMPANY, N.A., as Collateral...Credit Agreement • June 5th, 2024 • AG Twin Brook Capital Income Fund • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of May 30, 2024, is entered into by and among TWIN BROOK CLO 2024-1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS which are, or may become, parties hereto as Lenders (the “Lenders”), and COMPUTERSHARE TRUST COMPANY, N.A, not in its individual capacity but as Loan Agent (in such capacity, the “Loan Agent”) and as Collateral Trustee under the Indenture (in such capacity, the “Collateral Trustee”).
TPG TWIN BROOK CAPITAL INCOME FUND FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • September 26th, 2024 • TPG Twin Brook Capital Income Fund • Delaware
FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (the “Declaration of Trust” or “Declaration”) made as of the 25th day of September 2024, by the Board of Trustees hereunder and CSC Delaware Trust Company (formerly known as Delaware Trust Company), as Delaware trustee.
ARTICLE II Amendments to the Loan Agreement.Loan, Security and Collateral Management Agreement • August 13th, 2024 • AG Twin Brook Capital Income Fund • 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 December 13, 2022, by and among:
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT BETWEEN AG TWIN BROOK CAPITAL INCOME FUND AND AGTB FUND MANAGER, LLCInvestment Management Agreement • November 2nd, 2023 • AG Twin Brook Capital Income Fund • New York
This Investment Management Agreement made this 1st day of November, 2023, is made by and between AG Twin Brook Capital Income Fund, a Delaware statutory trust (herein referred to as the “Fund”) and AGTB Fund Manager, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (the “Agreement”).
AG Twin Brook Capital Income Fund $90,000,000 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 $150,000,000 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 Master Note Purchase Agreement Dated March 19, 2024Master Note Purchase Agreement • March 25th, 2024 • AG Twin Brook Capital Income Fund • New York
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • March 17th, 2023 • AG Twin Brook Capital Income Fund
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 25th day of October, 2022, by and between AG TWIN BROOK CAPITAL INCOME FUND, a Delaware statutory trust (the “Fund”), and AGTB FUND MANAGER, LLC, a Delaware limited liability company (the “Adviser”).
GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • December 12th, 2022 • AG Twin Brook Capital Income Fund
AGREEMENT, dated as of _____________________ , 2022 between _AG Twin Brook Capital Income Fund (“Customer”) and The Bank of New York Mellon Trust Company, National Association (“Custodian”).
SELECTED INTERMEDIARY AGREEMENTIntermediary Agreement • May 1st, 2024 • AG Twin Brook Capital Income Fund • New York
Foreside Financial Services, LLC, as the intermediary manager (“Intermediary Manager”) for AG Twin Brook Capital Income Fund (the “Company”), a Delaware statutory trust, invites you (the “Broker”) to participate in the distribution of common shares of beneficial interest, $0.001 par value per share, of the Company (“Common Shares”) subject to the following terms:
AMENDED AND RESTATED INTERMEDIARY MANAGER AGREEMENTIntermediary Manager Agreement • March 17th, 2023 • AG Twin Brook Capital Income Fund • New York
THIS AGREEMENT is made and entered into as of this 1st day of March, 2023, by and between AG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Fund”) and Foreside Financial Services, LLC, a Delaware limited liability company (the “Intermediary Manager” and, together with the Fund, the “Parties”).
GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • March 17th, 2023 • AG Twin Brook Capital Income Fund
AGREEMENT, dated as of December 15, 2022 between AG Twin Brook Capital Income Fund (“Customer”) and The Bank of New York Mellon Trust Company, National Association (“Custodian”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 5th, 2023 • AG Twin Brook Capital Income Fund • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 30th day of December 2022, by and between AGTB Private BDC (the “Target Fund”), a Delaware statutory trust with its principal place of business at 245 Park Avenue, 26th Floor, New York, New York 10167, and AG Twin Brook Capital Income Fund (the “Surviving Fund”), a Delaware statutory trust with its principal place of business at 245 Park Avenue, 26th Floor, New York, New York 10167.
INDENTURE by and between TWIN BROOK CLO 2024-1 LLC, Issuer and COMPUTERSHARE TRUST COMPANY, N.A., Trustee Dated as of May 30, 2024Indenture • June 5th, 2024 • AG Twin Brook Capital Income Fund • New York
INDENTURE, dated as of May 30, 2024, between TWIN BROOK CLO 2024-1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
LOAN SALE AGREEMENT by and between TWIN BROOK CAPITAL FUNDING XXXIII, LLC, as the Seller, and TWIN BROOK CLO 2024-1 LLC, as the Issuer Dated as of May 30, 2024Loan Sale Agreement • June 5th, 2024 • AG Twin Brook Capital Income Fund • New York
THIS LOAN SALE AGREEMENT, dated as of May 30, 2024 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and between Twin Brook Capital Funding XXXIII, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Seller”), and Twin Brook CLO 2024-1 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 16th, 2022 • AG Twin Brook Capital Income Fund
Subscription Agreement, dated as of February 17, 2022, between AG Twin Brook Capital Income Fund, a Delaware statutory trust (the “Fund”) and Angelo, Gordon & Co., L.P. (the “Purchaser”).
PURCHASE AND PLACEMENT AGENCY AGREEMENT by and among TWIN BROOK CLO 2024-1 LLC, TWIN BROOK CAPITAL FUNDING XXXIII, LLC, MORGAN STANLEY & CO. LLC AND KEYBANC CAPITAL MARKETS INC. Dated as of May 30, 2024Purchase and Placement Agency Agreement • June 5th, 2024 • AG Twin Brook Capital Income Fund
TPG Twin Brook Capital Income Fund (f/k/a AG Twin Brook Capital Income Fund) First Supplement to Master Note Purchase Agreement Dated as of October 15, 2024Master Note Purchase Agreement • October 21st, 2024 • TPG Twin Brook Capital Income Fund
This First Supplement to Master Note Purchase Agreement (the “First Supplement”) is between TPG Twin Brook Capital Income Fund (f/k/a AG Twin Brook Capital Income Fund), a Delaware statutory trust (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).
