Mr. Dayl W. Pearson Locust Valley, NY 11560 Dear Dayl:Employment Agreement • November 20th, 2006 • Kohlberg Capital, LLC • Delaware
This letter will confirm our offer to you of employment with Kohlberg Capital Corporation (the “Company”), under the terms and conditions that follow. This letter supercedes the letter agreement dated February 9, 2006 between you and Katonah Debt Advisors, LLC (“KDA”) in its entirety effective as of the date hereof.
REGISTRATION RIGHTS AGREEMENT among Kohlberg Capital, LLC and Certain Holders of Common Units of Kohlberg Capital, LLC Dated as of , 2006Registration Rights Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York
AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT — KATONAH DEBT ADVISORSIrrevocable Exchange and Subscription Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York
THIS AMENDED AND RESTATED IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT – KATONAH DEBT ADVISORS (this “Agreement”) is entered into effective as of August 17, 2006 (the “Effective Date”) by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), KAT Associates, LLC, a Delaware limited liability company (“KAT Associates”), and James A. Kohlberg (“Kohlberg” and, together with KAT Associates, each an “Exchanging Member” and together the “Exchanging Members”).
Mr. Michael Wirth Scarsdale, NY 10583 Dear Mike:Employment Agreement • November 20th, 2006 • Kohlberg Capital, LLC
This letter will confirm our offer to you of employment with Kohlberg Capital, LLC (the “Company”), under the terms and conditions that follow.
CUSTODIAN AGREEMENT By and among Kohlberg Capital Corporation, (“Company”) U.S. BANK NATIONAL ASSOCIATION (“Custodian”) Dated as of , 2006Custodian Agreement • November 20th, 2006 • Kohlberg Capital, LLC • Massachusetts
THIS CUSTODIAN AGREEMENT (this “Agreement”) is dated as of , 2006 and is by and among Kohlberg Capital Corporation (the “Company”), having a business address at , and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”), having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.
KOHLBERG CAPITAL CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2006 • Kohlberg Capital, LLC • New York
Kohlberg Capital Corporation, a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (the “Agreement”), shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters an option to purchase up to additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
Mr. E.A. Kratzman, III Greenwich, CT 06830 Dear Mr. Kratzman:Officer Appointment Agreement • November 20th, 2006 • Kohlberg Capital, LLC
This letter agreement will confirm your appointment as an officer of Kohlberg Capital LLC (the “Company”) under the following terms and conditions, effective as of the date hereof. It is reasonably expected that Kohlberg Capital, LLC will convert, pursuant to the provisions of Delaware law, to a corporation to be named Kohlberg Capital Corporation (“KCAP”). Accordingly, references to the Company in this agreement also refer to KCAP.
OVERHEAD ALLOCATION AGREEMENTOverhead Allocation Agreement • November 20th, 2006 • Kohlberg Capital, LLC
THIS OVERHEAD ALLOCATION AGREEMENT (this “Agreement”) is entered into as of , 2006 by and among Kohlberg Capital, LLC, a Delaware limited liability company (the “Company”), and Katonah Debt Advisors, L.L.C., a Delaware limited liability company (“KDA”).
