CION Investment Corp Sample Contracts
CĪON Investment Corporation as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Form of Indenture Dated as of [ ], 2022 Providing for the Issuance of Debt Securities CĪON Investment Corporation Reconciliation and tie between Trust Indenture Act of...Indenture • February 1st, 2022 • CION Investment Corp • New York
CUSTODY AGREEMENT dated as of June 20, 2012 by and betweenCustody Agreement • June 29th, 2012 • CION Investment Corp • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of June 20, 2012, and is by and between CĪON Investment Corporation (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 3 Park Avenue, 36th Floor, New York, NY 10016, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, 3rd Floor, Boston, MA 02110.
CĪON Investment Corporation Senior Unsecured Notes due 2027 Note Purchase Agreement Dated November 8, 2023Note Purchase Agreement • November 13th, 2023 • CION Investment Corp • New York
Up to U.S. $200,000,000 LOAN AND SERVICING AGREEMENT Dated as of December 19, 2017 among 33rd street funding, LLC, as the Borrower cion investment management, llc, as the Portfolio Manager MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent...Loan and Servicing Agreement • December 22nd, 2017 • CION Investment Corp • 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);
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of May 15, 2020 among 34th Street Funding, LLC The Lenders Party Hereto The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto JPMORGAN CHASE BANK,...Loan and Security Agreement • May 21st, 2020 • CION Investment Corp • New York
The interest rate on an Advance may be derived from an interest rate benchmark that is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administrator (together with any successor to the ICE Benchmark Administrator, the "IBA") for purposes of the IBA setting the London interbank offered rate. As
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 19th, 2019 • CION Investment Corp • New York
CREDIT AND SECURITY AGREEMENT, dated as of March 29, 2017, by and among FLATIRON FUNDING II, LLC, a Delaware limited liability company, as borrower (the “Borrower”), CION Investment Management, LLC, a Delaware limited liability company, in its capacity as Collateral Manager, CION INVESTMENT CORPORATION, a Maryland corporation, in its capacity as Equityholder, the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), and U.S. Bank National Association, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and as collateral administrator (in such capacity, the “Collateral Administrator”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 25th, 2018 • CION Investment Corp • New York
This Third Amendment to the Amended and Restated Loan Agreement (this "Amendment"), dated as of May 23, 2018, is entered into by and among 34TH STREET FUNDING, LLC (the "Company"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as lender (the "Lender") and administrative agent (the "Administrative Agent"), U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, the "Collateral Agent"), collateral administrator (in such capacity, the "Collateral Administrator") and securities intermediary (in such capacity, the "Securities Intermediary") and CĪON investment management, llc, as portfolio manager (the "Portfolio Manager"). Reference is hereby made to the Amended and Restated Loan Agreement, dated as of September 30, 2016 (as amended by the Amendment to Amended and Restated Loan Agreement dated as of July 10, 2017 ("Amendment 1") and the Second Amendment to Amended and Restated Loan Agreement, dated as of November 28, 2017 ("Amendment 2") and as further amended or modified from
CĪON Investment Corporation as Issuer and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Indenture Dated as of October 3, 2024 Providing for the Issuance of Debt Securities CĪON Investment Corporation Reconciliation and tie between Trust...Indenture • October 3rd, 2024 • CION Investment Corp • New York
ADMINISTRATION AGREEMENTAdministration Agreement • April 3rd, 2018 • CION Investment Corp • Maryland
This Administration Agreement (this “Agreement”) is made as of April 1, 2018, by and between CĪON INVESTMENT CORPORATION, a Maryland corporation (hereinafter referred to as the “Company”), and CION Investment Management, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
AMENDED AND RESTATED INDENTURE dated as of December 1, 2017 (this “Supplemental Indenture”) between MURRAY HILL FUNDING II, LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), and U.S. Bank National...Indenture • December 7th, 2017 • CION Investment Corp • New York
This Supplemental Indenture supplements and amends the Indenture dated as of May 19, 2017 between the Issuer and the Trustee (the “Current Indenture”).
INVESTMENT ADVISORY AGREEMENT BETWEEN CĪON INVESTMENT CORPORATION. AND CĪON INVESTMENT MANAGEMENT, LLCInvestment Advisory Agreement • June 29th, 2012 • CION Investment Corp • New York
This Investment Advisory Agreement (the “Agreement”) is made as of June 19, 2012, by and between CĪON INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and CĪON INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
Dated as of December 17, 2020 MURRAY HILL FUNDING II, LLC, as Issuer THE ENTITIES FROM TIME TO TIME PARTY HERETO, as the Class A-R Noteholders MURRAY HILL FUNDING, LLC, U.S. BANK NATIONAL ASSOCIATION, as Revolving Credit Note Agent and U.S. BANK...Revolving Credit Note Agreement • December 23rd, 2020 • CION Investment Corp • New York
WHEREAS, the Issuer and the Trustee are parties to the Second Amended and Restated Indenture, dated as of December 17, 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuer may issue up to U.S.$50,000,000 Class A-R Notes (the “Class A-R Notes”).
CĪON INVESTMENT CORPORATION (a Maryland corporation) $150,000,0000 7.50% Notes due 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2024 • CION Investment Corp • New York
CĪON Investment Corporation, a Maryland corporation (the “Company”), and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser” and, together with the Company, the “CION Entities”), confirm their respective agreements with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW is acting as representative (in such capacity, the “Representative”), with respect to the issuance and sale by the Company of $150,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 7.50% notes due 2029 (the “Notes”), and the purchase by the Underwriters, acting severally and not jointly, and with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of $22,500,000 aggregate principal a
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • May 25th, 2017 • CION Investment Corp • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of May 19, 2017 (this “Agreement”) is entered into by and among MURRAY HILL FUNDING II, LLC, a Delaware limited liability company, as Issuer (the “Issuer”), CĪON INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, as Collateral Manager (as that term is defined in the Indenture, referred to herein, together with any successor Collateral Manager under the Indenture, the “Collateral Manager”), and U.S. Bank National Association (“U.S. Bank”), a national banking association with trust powers organized under the laws of the United States, as Collateral Administrator (in such capacity, and together with any successor Collateral Administrator hereunder, the “Collateral Administrator”).
CĪON INVESTMENT CORPORATION UP TO $1,000,000,000 IN SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) DEALER-MANAGER AGREEMENTDealer-Manager Agreement • June 29th, 2012 • CION Investment Corp • New York
CĪON Investment Corporation, a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) up to a maximum of $1,000,000,000 in shares of its common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the dealer manager (the “Dealer Manager”) and the broker-dealers selected by you to participate and to whom you will provide sales support in the Offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased or other exceptions). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 1.1 below.
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • April 4th, 2017 • CION Investment Corp • New York
ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of March 29, 2017, among Flatiron Funding II, LLC, as pledgor (the “Pledgor”), U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent for the Secured Parties to the Credit Agreement defined below (in such capacity, the “Secured Party”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (in such capacity, the “Securities Intermediary”), and CION Investment Management, LLC (the “Collateral Manager”).
USD $30,000,000 UNSECURED TERM LOAN FACILITY AGREEMENT Dated as of September 30, 2024 By and between CION INVESTMENT CORPORATION, as Borrower and The Lender Set Forth on the Signature Page Hereto, as LenderUnsecured Term Loan Facility Agreement • October 4th, 2024 • CION Investment Corp • New York
CĪON INVESTMENT CORPORATION UP TO $1,000,000,000 IN SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • February 17th, 2012 • CION Investment Corp • New York
ICON Securities Corp., d/b/a ICON Investments (the “Dealer Manager”), entered into an exclusive dealer manager agreement, dated as of _______ __, 2012 (the “Dealer Manager Agreement”), with CĪON Investment Corporation, a Maryland corporation, that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Company”), and CĪON Investment Management, LLC, a Delaware limited liability company (the “Adviser”), pursuant to which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to $1,000,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Offered Shares”), on a continuous basis, for an initial purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and other exceptions), with a minimum initial investment of $5,000 in Offered Shares, commencing on
THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • December 15th, 2020 • CION Investment Corp • Delaware
THIS THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is made the 9th day of December, 2020, by and between CION Investment Corporation, a Maryland corporation (the “Company”) and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”).
INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG CĪON INVESTMENT MANAGEMENT, LLC, CĪON INVESTMENT CORPORATION AND APOLLO INVESTMENT MANAGEMENT, L.P.Investment Sub-Advisory Agreement • June 29th, 2012 • CION Investment Corp • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made this 26th day of June 2012, by and among CĪON Investment Management, LLC, a Maryland limited liability company (the “Adviser”), CĪON Investment Corporation, a Maryland corporation (the “BDC”) and Apollo Investment Management, L.P., a Delaware limited partnership (the “Sub-Adviser”).
Amended and Restated Portfolio Management AgreementPortfolio Management Agreement • October 4th, 2016 • CION Investment Corp • New York
This Amended and Restated Portfolio Management Agreement (the “Agreement”), dated as of September 30, 2016, is made by and between 34TH STREET FUNDING, LLC (the “Company”), a Delaware limited liability company, and CĪON INVESTMENT MANAGEMENT, LLC (the “Portfolio Manager”), a Delaware limited liability company. Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of the date hereof, among the Company, the Portfolio Manager, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”), U.S. Bank National Association (“USB”), as collateral agent (in such capacity, the “Collateral Agent”), USB, as collateral administrator (in such capacity, the “Collateral Administrator”) and USB, as securities intermediary (in such capacity, the “Securities Intermediary”) (as the same may be amended from time to time, the “Loan and Security Agreement”). Unless otherwise specified, capitali
CĪON Investment Corporation Senior Unsecured Notes, Tranche A, due 2027 Senior Unsecured Notes, Tranche B, due 2027 Amended & Restated Note Purchase Agreement Dated September 18, 2024Note Purchase Agreement • September 23rd, 2024 • CION Investment Corp • New York
MASTER PARTICIPATION AND ASSIGNMENT AGREEMENTMaster Participation and Assignment Agreement • April 4th, 2017 • CION Investment Corp • New York
Master Participation and Assignment Agreement (this “Agreement”) dated as of March 29, 2017 between 15TH STREET LOAN FUNDING LLC, a Delaware limited liability company (the “Transferor”), and Flatiron Funding II, LLC, a Delaware limited liability company (the “Transferee”).
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • December 20th, 2013 • CION Investment Corp • Delaware
THIS AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is made this 13th day of December, 2013 by and between CĪON Investment Corporation, a Maryland corporation (the “Company”), and ICON Investment Group, LLC, a Delaware limited liability company (“IIG”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • May 25th, 2017 • CION Investment Corp • New York
This Collateral Management Agreement (this “Agreement”) is made as of May 19, 2017, by and between MURRAY HILL FUNDING II, LLC, a Delaware limited liability company (the “Issuer”), and CĪON INVESTMENT MANAGEMENT, LLC, a limited liability company formed under the laws of the State of Delaware(together with its successors and assigns in such capacity, the “Collateral Manager”).
ContractGlobal Master Repurchase Agreement • May 25th, 2017 • CION Investment Corp • England
The Bond Market Association New York ● Washington ● London www.bondmarkets.com International Securities Market Association Rigistrasse 60, P.O. Box, CH-8033, Zürich www.isma.org
ESCROW AGREEMENTEscrow Agreement • June 29th, 2012 • CION Investment Corp • New York
This Escrow Agreement (this “Agreement”) made and entered into as of this 25th day of June, 2012 by and among CĪON Investment Corporation, a Maryland corporation (the “Corporation”), 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”), and ICON Securities Corp., a Delaware corporation (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”).
Sale and Contribution AgreementSale and Contribution Agreement • September 1st, 2016 • CION Investment Corp • New York
THIS SALE AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 26, 2016, by and between CĪON INVESTMENT CORPORATION, a Maryland corporation (the “Transferor”) and 34TH STREET FUNDING, LLC, a Delaware limited liability company (the “Transferee”).
CĪON INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) AMENDED AND RESTATED FOLLOW-ON DEALER MANAGER AGREEMENTFollow-on Dealer Manager Agreement • January 4th, 2017 • CION Investment Corp • New York
This Amended and Restated Follow-On Dealer Manager Agreement (the “Agreement”), effective December 28, 2016, is entered into among CĪON Investment Corporation, CĪON Investment Management, LLC and CĪON Securities, LLC.
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • December 26th, 2018 • CION Investment Corp • Delaware
THIS AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is made the 26th day of December, 2018, by and between CION Investment Corporation, a Maryland corporation (the “Company”) and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • December 14th, 2016 • CION Investment Corp • Delaware
THIS THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the "Agreement") is made the 14th day of December, 2016 by and between CῙON Investment Corporation, a Maryland corporation (the "Company"), Apollo Investment Management, L.P., a Delaware limited partnership ("Apollo"), and CION Investment Group, LLC, a Delaware limited liability company (formerly, ICON Investment Group, LLC) ("CIG" and, together with Apollo, the "Supporters" ).
CION INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (a Maryland corporation) FORM OF FOLLOW-ON SELECTED DEALER AGREEMENTFollow-on Selected Dealer Agreement • April 28th, 2015 • CION Investment Corp • New York
CION Securities, LLC, d/b/a ICON Investments (the “Dealer Manager”), entered into an exclusive Follow-On Dealer Manager Agreement, dated as of __________ __, 2015 (the “Dealer Manager Agreement”), with CION Investment Corporation, a Maryland corporation, that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Company”), and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”), pursuant to which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the follow-on public offering (the “Offering”) of up to 100,000,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Offered Shares”), on a continuous basis, for an initial purchase price of $10.45 per share (subject to adjustment and, in certain circumstances, to discounts based upon the volume of shares purchased and other exceptions), with a minimum initial investment
TERMINATION AGREEMENT (this “Agreement”) February 13, 2025Termination Agreement • February 19th, 2025 • CION Investment Corp • New York
May 19, 2017 MURRAY HILL FUNDING II, LLC, (as Issuer), MURRAY HILL FUNDING, LLC, (as Sole Member) (as Trustee) and CĪON INVESTMENT MANAGEMENT, LLC CONTRIBUTION AGREEMENTContribution Agreement • May 25th, 2017 • CION Investment Corp • New York
LOAN AND SECURITY AGREEMENT by and among CĪON INVESTMENT MANAGEMENT, LLC, as the Collateral Manager MURRAY HILL FUNDING II, LLC, as the Borrower MURRAY HILL FUNDING, LLC, as the Equityholder EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the...Loan and Security Agreement • February 19th, 2025 • CION Investment Corp • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of February 13, 2025, by and among: