CUSTODY AGREEMENTCustody Agreement • February 21st, 2012 • Sierra Income Corp • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of February __, 2012 and is by and between Sierra Income Corporation (and any successor or permitted assign), a corporation organized under the laws of the [_________], having its principal place of business at [_____________], and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • February 13th, 2019 • Sierra Income Corp • New York
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 12, 2016 (this “Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 12, 2016 among SIERRA INCOME CORPORATION, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent, Arranger and BookrunnerSenior Secured • August 17th, 2016 • Sierra Income Corp • New York
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 12, 2016 (this “Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT Sierra Income CorporationDealer Manager Agreement • May 9th, 2016 • Sierra Income Corp • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2019 • Sierra Income Corp • New York
This Employment Agreement (the “Agreement”) is made and entered into on July [ ], 2019, between Medley Capital LLC (the “Company”) and Seth Taube (the “Employee”) (each a “Party,” collectively, “Parties”). The Parties were party to an Employment Agreement dated December [__], 2018 and this Agreement is intended to completely replace such earlier Employment Agreement, which shall no longer be in effect.
AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 22nd, 2014 • Sierra Income Corp • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 4, 2013 (this “Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • February 21st, 2012 • Sierra Income Corp • Maryland
This Administration Agreement (this “Agreement”) is made as of 2012, by and between SIERRA INCOME CORPORATION, a Maryland corporation (hereinafter referred to as the “Company”), and MEDLEY CAPITAL LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, and BARINGS LLC Dated as of September 21, 2021Agreement and Plan of Merger • September 22nd, 2021 • Sierra Income Corp • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2021 (this “Agreement”), is made by and among Barings BDC, Inc., a Maryland corporation (“Parent”), Mercury Acquisition Sub, Inc., a Maryland corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), Sierra Income Corporation, a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Parent External Adviser”). The Parent External Adviser is a party to this Agreement solely for purposes of Article II (solely with respect to the Cash Consideration), Article V, Section 6.4, Section 6.5, Section 6.7(c), Section 6.20, Section 6.22, Section 8.4, Section 8.5 and Article IX. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
INVESTMENT ADVISORY AGREEMENT BETWEEN SIERRA INCOME CORPORATION. AND SIC ADVISORS LLCInvestment Advisory Agreement • April 10th, 2012 • Sierra Income Corp • New York
This Investment Advisory Agreement (the “Agreement”) is made as of April 5, 2012, by and between SIERRA INCOME CORPORATION, a Maryland corporation (the “Company”), and SIC ADVISORS LLC, a Delaware limited liability company (the “Adviser”).
Citibank, N.A. 390 Greenwich Street New York, New York 10013Sierra Income Corp • March 24th, 2016
The purpose of this letter agreement is to set forth the terms and conditions of the Transactions entered into between Citibank, N.A. (“Citibank”) and Arbor Funding LLC, a limited liability company formed under the laws of the State of Delaware (“Counterparty”), in relation to the Trade Date specified below (each, a “Transaction” and, collectively, the “Transactions”). This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below.
AMENDMENT NO. 1 to Amended and Restated Loan AgreementLoan Agreement • November 24th, 2020 • Sierra Income Corp • New York
AMENDED AND RESTATED LOAN AGREEMENT dated as of September 29, 2017 (this “Agreement”) among ALPINE FUNDING LLC, as borrower (the “Company”); SIC ADVISORS LLC (the “Portfolio Manager”); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the “Collateral Agent”); the Collateral Administrator party hereto (in such capacity, the “Collateral Administrator”); the Securities Intermediary party hereto (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • March 21st, 2012 • Sierra Income Corp • Missouri
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2012 by and among Sierra Income Corporation, a Maryland corporation (the “Company”), SC Distributors, LLC, a Delaware limited liability company (the “Dealer Manager”) and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF AUGUST 9, 2018Agreement and Plan of Merger • August 15th, 2018 • Sierra Income Corp • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).
AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF AUGUST 9, 2018Agreement and Plan of Merger • August 15th, 2018 • Sierra Income Corp • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this “Agreement”), by and among Medley Management Inc., a Delaware corporation (“MDLY”), Sierra Income Corporation, a Maryland corporation (“SIC”) and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC (“Merger Sub”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF JULY 29, 2019Employment Agreement • August 2nd, 2019 • Sierra Income Corp • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and among Medley Management Inc., a Delaware corporation (“MDLY”), Sierra Income Corporation, a Maryland corporation (“SIC”) and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC (“Merger Sub”).
AMENDMENT NO. 1Loan Agreement • February 10th, 2015 • Sierra Income Corp • New York
LOAN AGREEMENT dated as of July 23, 2014 (this “Agreement”) among ALPINE FUNDING LLC, as borrower (the “Company”); SIC ADVISORS LLC (the “Portfolio Manager”); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the “Collateral Agent”); the Collateral Administrator party hereto (in such capacity, the “Collateral Administrator”); the Securities Intermediary party hereto (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF JULY 29, 2019Agreement and Plan of Merger • August 2nd, 2019 • Sierra Income Corp • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).
LOAN AGREEMENT dated as of July 23, 2014 among ALPINE FUNDING LLC The Financing Providers Party Hereto The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative...Loan Agreement • July 23rd, 2014 • Sierra Income Corp • New York
LOAN AGREEMENT dated as of July 23, 2014 (this “Agreement”) among ALPINE FUNDING LLC, as borrower (the “Company”); SIC ADVISORS LLC (the “Portfolio Manager”); the Financing Providers party hereto; the Collateral Agent party hereto (in such capacity, the “Collateral Agent”); the Collateral Administrator party hereto (in such capacity, the “Collateral Administrator”); the Securities Intermediary party hereto (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).
December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLCSierra Income Corp • December 30th, 2021
December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLCSierra Income Corp • December 30th, 2021
CONTROL AGREEMENTControl Agreement • December 9th, 2013 • Sierra Income Corp • New York
This Control Agreement (this “Agreement”), dated December 4, 2013 is by and among Sierra Income Corporation (the “Borrower”), ING Capital LLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the “Agent”), and State Street Bank and Trust Company, a Massachusetts trust company (“Custodian”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SIERRA SENIOR LOAN STRATEGY JV I LLC A Delaware Limited Liability Company Dated as of March 27, 2015Limited Liability Company Operating Agreement • March 30th, 2015 • Sierra Income Corp • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of SIERRA SENIOR LOAN STRATEGY JV I LLC (the “Company”) dated as of March 27, 2015 is entered into by and among the Persons executing this Agreement and those other Persons who become Members of the Company from time to time, as hereinafter provided.
SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • July 31st, 2019 • Sierra Income Corp • New York
This AMENDMENT NO. 2 (this “Amendment”), dated as of July 25, 2019, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 27, 2018, and as amended by that certain Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and solely for purposes of Se
EXPENSE SUPPORT AND REIMBURSEMENT AGREEMENTExpense Support and Reimbursement Agreement • July 20th, 2012 • Sierra Income Corp • New York
This Expense Support and Reimbursement Agreement (the “Agreement”) is made this 29th day of June, 2012, by and between Sierra Income Corporation (the “Company”) and SIC Advisors, LLC (the “Adviser”).
SALE AND CONTRIBUTION AGREEMENT between SIERRA INCOME CORPORATION, as Seller and ALPINE FUNDING LLC, as Purchaser Dated as of July 23, 2014Sale and Contribution Agreement • July 23rd, 2014 • Sierra Income Corp • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of July [ ], 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between Sierra Income Corporation, a Maryland corporation as seller (in such capacity, the “Seller”) and Alpine Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • May 15th, 2020 • Sierra Income Corp • New York
This AMENDMENT NO. 3 (this “Amendment”), dated as of March 30, 2020, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 27, 2018, and as amended by that certain Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, and as amended by that certain Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 25, 2019, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative agent for the Lenders under the
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENTDealer Manager Agreement • June 16th, 2017 • Sierra Income Corp • New York
This First Amendment to the Second Amended and Restated Dealer Manager Agreement (this “Amendment”) is effective as of June 15, 2017, by and among Sierra Income Corporation, a Maryland corporation (the “Company”) that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), SIC Advisors LLC, a Delaware limited liability company (the “Advisor”) and SC Distributors, LLC, a Delaware limited liability company (the “Dealer Manager”). The Company, the Advisor and the Dealer Manager are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Dealer Manager Agreement (defined below).
AMENDMENT NO. 4 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • May 15th, 2020 • Sierra Income Corp • New York
This AMENDMENT NO. 4 (this “Amendment”) dated as of May 15, 2020 is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 27, 2018, and as amended by that certain Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, and as amended by that certain Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 25, 2019, and as amended by that certain Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of March 30, 2020, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the several banks and other financial inst
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • April 23rd, 2021 • Sierra Income Corp • Maryland
This Expense Limitation Agreement (the “Agreement”) is made on this 23rd day of April, 2021, by and between Sierra Income Corporation (the “Company”) and Medley Capital LLC (the “Administrator”).
FORM OF LICENSE AGREEMENTLicense Agreement • April 10th, 2012 • Sierra Income Corp • New York
This LICENSE AGREEMENT (the “Agreement”) is made and effective as of , 2012 (the “Effective Date”) by and between SIC Advisors, LLC, a Delaware limited liability company (“Licensor”), and Sierra Income Corporation, a Maryland corporation (the “Company”).
PORTFOLIO MANAGEMENT AGREEMENT dated as of July 23, 2014 by and between Alpine Funding LLC, as Borrower and SIC Advisors LLC, as Portfolio ManagerPortfolio Management Agreement • July 23rd, 2014 • Sierra Income Corp • New York
THIS PORTFOLIO MANAGEMENT AGREEMENT (this “Agreement”), dated as of July [ ], 2014, is entered into by and between Alpine Funding LLC, a Delaware limited liability company (together with its successors and assigns permitted hereunder, the “Borrower”), and SIC Advisors LLC, a Delaware limited liability company (“SIC” and in its capacity as portfolio manager, and together with its successors and assigns permitted hereunder, the “Portfolio Manager”).
INCENTIVE FEE WAIVER AGREEMENTIncentive Fee Waiver Agreement • April 23rd, 2021 • Sierra Income Corp • Maryland
This Incentive Fee Waiver Agreement (the “Agreement”) is made on this 23rd day of April, 2021, by and between Sierra Income Corporation (the “Company”) and SIC Advisors LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below).
GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of December 4, 2013 among SIERRA INCOME CORPORATION, as Borrower The SUBSIDIARY GUARANTORS Party Hereto ING CAPITAL LLC, as Revolving Administrative Agent Each TERM LOAN ADMINISTRATIVE AGENT, FINANCING...Joinder Agreement • December 9th, 2013 • Sierra Income Corp • New York
GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of December 4, 2013 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among Sierra Income Corporation, a corporation duly organized and validly existing under the laws of the State of Maryland (the “Borrower”), each other entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.05 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), ING CAPITAL LLC, as administrative agent for the parties defined as “Lenders” under the Revolving Credit Facility referred to below (in such capacity, together with its successors in such capacity, the “Revolving Administrative Agent”), each “Financing Agent” or “Designated Indebtedness Holder” that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof, the “Term Loan Administrative Agent” and each “Term Lender” that becomes a party hereto after the date hereof pursuant
AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • November 25th, 2014 • Sierra Income Corp • New York
This AMENDMENT NO. 3 (this “Amendment”), dated as of November 24, 2014, is made with respect to the Senior Secured Revolving Credit Agreement, dated as of December 4, 2013 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of December 30, 2013, that certain Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of August 21, 2014, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SIERRA INCOME CORPORATION, a Maryland corporation (the “Borrower”), the several banks and other financial institutions from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and, solely with respect to Section 2.8, SIC RT1 LLC, a Delaware limited liability company, and SIC AAR, LLC, a
