CUSTODIAN AGREEMENTCustodian Agreement • December 20th, 2013 • CM Finance Inc • Massachusetts
This Agreement, dated as of November , 2013, is between CM FINANCE INC, a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
PRELIMINARY STATEMENTIndenture • December 20th, 2013 • CM Finance Inc • New York
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON (1) THAT IS A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) AND THE RULES THEREUNDER) OR AN ENTITY BENEFICIALLY OWNED EXCLUSIVELY BY QUALIFIED PURCHASERS (AS DEFINED FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT), (2) THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, AS AMENDED (“RULE 144A”)), (3) THAT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE HOLDER IS A QUALIFIED PURCHASER), (4) THAT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE HOLDER IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (5)
Dated as of December 4, 2013 as Issuer THE ENTITIES FROM TIME TO TIME PARTY HERETO, as the Class A-R Noteholders STATE STREET BANK AND TRUST COMPANY, as Revolving Credit Note Agent and STATE STREET BANK AND TRUST COMPANY, as Trustee REVOLVING CREDIT...Revolving Credit Note Agreement • December 20th, 2013 • CM Finance Inc • New York
each of UBS AG, LONDON BRANCH and CM FINANCE LLC, as an initial Class A-R Noteholder on the Amendment and Restatement Date, as evidenced by its execution of this Agreement on the Amendment and Restatement Date (each, an “Initial Holder” and a “Class A-R Noteholder”), and any entity that becomes a party hereto as a Class A-R Noteholder (each, a “Class A-R Noteholder”);
ContractOmnibus Amendment Agreement • December 20th, 2013 • CM Finance Inc • New York
OMNIBUS AMENDMENT AGREEMENT, dated as of December 4, 2013 (this Amendment Agreement), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); CM INVESTMENT PARTNERS, L.P., a limited partnership organized under the laws of the State of Delaware, as collateral manager (in such capacity, together with its permitted successors and assigns under the Indenture, the Collateral Manager); STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (in such capacity, together with its permitted successors and assigns in the trusts under the Indenture, the Trustee); and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as collateral administrator (in such capacity, together with its permitted successors and assigns under the Collateral Administration Agreement, the Collateral Administrator).
STOCKHOLDER AGREEMENTStockholder Agreement • December 20th, 2013 • CM Finance Inc • Maryland
THIS STOCKHOLDER AGREEMENT is entered into as of November [ ], 2013 (this “Agreement”), by and among CM Finance Inc, a Maryland corporation (the “Company”), CM Finance LLC, a Maryland limited liability company (the “Private Fund”), CM Investment Partners, LP, a Delaware limited partnership (the “Old Adviser”), CM Investment Partners LLC, a Delaware limited liability company (the “New Adviser”), Stifel Venture Corp., a Missouri corporation (“Stifel”) and for purposes of Section 3 only, Stifel, Nicolaus & Company, Incorporated, and is effective as of the effective time of the Merger (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2013 • CM Finance Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November [ ], 2013, by and among (i) CM Finance LLC, a Maryland limited liability company (“Private Fund”), (ii) CM Finance Inc, a Maryland corporation (the “Company”), (iii) Stifel Venture Corp. (“Stifel”), (iv) Cyrus Opportunities Master Fund II, Ltd., (v) Crescent 1, L.P., (vi) CRS Master Fund, L.P., and (vii) Cyrus Select Opportunities Master Fund, Ltd. (the forgoing (iv) through (vii), the “Cyrus Funds”) (each of Stifel and the Cyrus Funds an “Investor” and collectively, the “Investors”) and is effective upon consummation of the IPO (as defined below).
AMENDMENT AGREEMENT TO 2002 ISDA MASTER AGREEMENTAmendment Agreement to 2002 Isda Master Agreement • December 20th, 2013 • CM Finance Inc • New York
This AMENDMENT AGREEMENT, dated as of December 4, 2013 (this Amendment Agreement), between UBS AG, a banking corporation organized under the law of Switzerland (Party A), and CM FINANCE LLC, a limited liability company organized under the laws of the State of Maryland (Party B), acting by and through CM Investment Partners, L.P., except as otherwise indicated, not in its individual capacity but as agent of Party B (in such capacity, Investment Adviser).
ContractAmendment Agreement • December 20th, 2013 • CM Finance Inc • New York
AMENDMENT AGREEMENT, dated as of December 4, 2013 (this Amendment Agreement), between CM FINANCE SPV LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the Issuer); and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (in such capacity, together with its permitted successors and assigns in the trusts under the Indenture, the Trustee) and, solely as expressly specified in the Indenture, in its individual capacity (the Bank).
