Up to U.S. $300,000,000 LOAN AND SERVICING AGREEMENT Dated as of February 22, 2024 among OVERLAND FINANCING MS, LLC, as the Borrower OVERLAND ADVANTAGE, as the Transferor OVERLAND ADVANTAGE, as the Servicer MORGAN STANLEY SENIOR FUNDING, INC., as the...Loan and Servicing Agreement • April 19th, 2024 • Overland Advantage • New York
WHEREAS, the Borrower has requested that the Lenders make available to the Borrower a revolving loan facility in the maximum principal amount of up to the Facility Amount (as defined below), the proceeds of which shall be used by the Borrower to fund the purchase of certain Eligible Loan Assets (as defined below);
ADMINISTRATION AGREEMENTAdministration Agreement • January 12th, 2024 • Overland Advantage • New York
This Agreement (“Agreement”) is made as of January 5, 2024 by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Centerbridge Services Group, LLC, a Delaware limited liability company (the “Administrator”).
OVERLAND ADVANTAGE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 12th, 2024 • Overland Advantage
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of this 13th day of December, 2023, by the Trustees hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2024 • Overland Advantage • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this [•] day of [•], 202[•], by and between Overland Advantage, a Delaware statutory trust (the “Company”), on behalf of itself, its Subsidiaries (as defined in Section 1(h) below), and [•] (the “Indemnitee”).
OVERLAND ADVANTAGE SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2024 • Overland Advantage • Delaware
The attached Subscription Agreement (the “Subscription Agreement” or this “Agreement” and, including the Annexes, Schedules and Exhibits attached thereto, the “Subscription Documents”) relates to the offering by Overland Advantage (the “Company”) to you (the “Subscriber”) of common shares of beneficial interest, par value $0.001, of the Company (“Shares”). Shares are being offered to qualified investors pursuant to the confidential Private Placement Memorandum of the Company. Capitalized terms not defined in these directions shall have the meanings given to them in the Subscription Agreement.
Overland Advantage as the Initial Borrower Overland Advantage Feeder Fund, L.P. as the Guarantor Overland Advantage Feeder Fund GP Ltd. as the Guarantor General Partner and the other Borrowers party hereto from time to time REVOLVING CREDIT AGREEMENT...Revolving Credit Agreement • July 15th, 2024 • Overland Advantage • New York
FORM OF CUSTODY AGREEMENT dated as of [•], 2023 by and between Overland Advantage (“Company”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • January 12th, 2024 • Overland Advantage • New York
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of [•], 2023 and is by and between OVERLAND ADVANTAGE (and any successor or permitted assign, the “Company”), a limited partnership organized under the laws of the State of Delaware, and WILMINGTON TRUST, NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.
FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of June 6, 2024 (the “Amendment Date”), among Overland Financing MS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Overland Advantage, a...Loan and Servicing Agreement • August 14th, 2024 • Overland Advantage • New York
WHEREAS, the Borrower, the Servicer, the Lender and the Administrative Agent are party to that certain Loan and Servicing Agreement, dated as of February 22, 2024 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, the Servicer, Overland Advantage, as the transferor, the Lender, each of the other lenders from time to time party thereto, the Administrative Agent and Wilmington Trust, National Association, as the collateral agent, as the account bank and as the collateral custodian, providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; and
INVESTMENT ADVISORY AGREEMENT BETWEEN OVERLAND ADVANTAGE AND OVERLAND ADVISORS, LLCInvestment Advisory Agreement • January 12th, 2024 • Overland Advantage • New York
This Investment Advisory Agreement (this “Agreement”) is made as of January 5, 2024, by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Overland Advisors, LLC, a Delaware limited liability company (the “Advisor”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 12th, 2024 • Overland Advantage • New York
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of December 9, 2024, is entered into by and among OVERLAND ADVANTAGE, a Delaware statutory trust formed pursuant to that certain Amended and Restated Agreement and Declaration of Trust, dated December 13, 2023, and those certain By-Laws, dated December 13, 2023 (the “Initial Borrower”), OVERLAND ADVANTAGE FEEDER FUND, L.P., a Cayman Islands exempted limited partnership, acting through its general partner, the Guarantor General Partner (as defined below) (the “Guarantor”) OVERLAND ADVANTAGE FEEDER FUND GP LTD., a Cayman Islands exempted company (the “Guarantor General Partner”), SUMITOMO MITSUI TRUST BANK, LIMITED, NEW YORK BRANCH, a Japanese banking corporation (in its individual capacity, “SuMi TRUST”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined) and a Lender, and the Lenders that have executed a signature page attached hereto.
CREDIT AGREEMENT dated as of December 17, 2024 between OVERLAND FINANCING B, LLC and BNP PARIBAS SACredit Agreement • December 20th, 2024 • Overland Advantage • New York
This CREDIT AGREEMENT (as amended, modified, supplemented and in effect from time to time, the “Credit Agreement”), dated as of December 17, 2024, is entered into by and between Overland Financing B, LLC, a Delaware limited liability company (the “Borrower”) and BNP Paribas SA.
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • January 12th, 2024 • Overland Advantage
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 5th day of January, 2024, by and between Overland Advantage, a Delaware statutory trust (the “Company”), and Overland Advisors, LLC, a Delaware limited liability company (the “Advisor”).
LOAN SALE AND CONTRIBUTION AGREEMENT by and betweenOverland Advantageas the SellerandOverland Financing B, LLC,as the BuyerDated as of December 17, 2024Loan Sale and Contribution Agreement • December 20th, 2024 • Overland Advantage • New York
THIS LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of December 17, 2024 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is between OVERLAND ADVANTAGE, a Delaware statutory trust (together with its successors and assigns, “Parent,” and in its capacity as seller hereunder, together with its successors and assigns, the “Seller”); and OVERLAND FINANCING B, LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).
