FORM OF UNDERWRITING AGREEMENT] Capitala Finance Corp. [ ] Shares Common Stock, $0.01 par value per share Underwriting Agreement Underwriting AgreementUnderwriting Agreement • November 17th, 2014 • Capitala Finance Corp. • New York
Accepted and agreed to as of the date first above written, on behalf of themselves and the other several Underwriters named in Schedule A
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • December 31st, 2019 • Capitala Finance Corp. • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 20th, 2021 • Logan Ridge Finance Corp. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Logan Ridge Finance Corporation, a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
FORM OF AMENDMENT NO. 6 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT] AMENDMENT NO. 6 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • December 26th, 2019 • Capitala Finance Corp. • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014 (this “Agreement”), among CAPITALA FINANCE CORP., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
FORM OF AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT] AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • June 21st, 2017 • Capitala Finance Corp. • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014 (this “Agreement”), among CAPITALA FINANCE CORP., a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT Dated as of October 29, 2021Registration Rights Agreement • November 1st, 2021 • Logan Ridge Finance Corp. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2021, by and among Logan Ridge Finance Corporation, a Maryland corporation (the “Company”), and the several purchasers of the Notes identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
ADMINISTRATION AGREEMENTAdministration Agreement • July 1st, 2021 • Capitala Finance Corp. • New York
This Agreement (“Agreement”) is made as of July 1, 2021 by and between Logan Ridge Finance Corporation, a Maryland corporation (the “Company”), and BC Partners Management LLC, a Delaware limited liability company (the “Administrator”).
Capitala Finance Corp. 3,500,000 Shares Common Stock ($0.01 par value per Share)Underwriting Agreement • April 8th, 2015 • Capitala Finance Corp. • New York
FORM OF AMENDMENT NO. 1 TO GUARANTEE, PLEDGE AND SECURITY AGREEMENT] AMENDMENT NO. 1 TO GUARANTEE, PLEDGE AND SECURITY AGREEMENTGuarantee, Pledge and Security Agreement • June 21st, 2017 • Capitala Finance Corp. • New York
This AMENDMENT NO. 1 (this “Amendment”) dated as of June 16, 2017, is made with respect to the Guarantee, Pledge and Security Agreement, dated as of October 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among CAPITALA FINANCE CORP., a Maryland corporation (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, ING CAPITAL LLC (“ING”), as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”), each “Financing Agent” or “Designated Indebtedness Holder” (each as defined therein) from time to time party thereto, and ING, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Security Agreement (as amended hereby).
FORM OF GUARANTEE, PLEDGE AND SECURITY AGREEMENT] GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of October 17, 2014 among CAPITALA FINANCE CORP., as Borrower, the SUBSIDIARY GUARANTORS party hereto, ING CAPITAL LLC, as Revolving Administrative...Pledge and Security Agreement • October 21st, 2014 • Capitala Finance Corp. • New York
GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of October 17, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among CAPITALA FINANCE CORP., a corporation duly organized and validly existing under the laws of the State of Maryland (the “Borrower”), and each entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.05 hereof (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 Agreement 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 and ING CAPITAL LLC, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors i
Form of Purchase Agreement] PURCHASE AGREEMENT By and Between CAPITALA FINANCE CORP. And CAPITALSOUTH PARTNERS FUND I LIMITED PARTNERSHIP Dated as of September 24, 2013Purchase Agreement • September 24th, 2013 • Capitala Finance Corp. • New York
This PURCHASE AGREEMENT (“Agreement”) is made as of September 24, 2013, by and among Capitala Finance Corp., a Maryland corporation (“Buyer”), CapitalSouth Fund I Limited Partnership, a North Carolina limited partnership (“Seller”), and CapitalSouth Partners, LLC, a North Carolina limited liability company, as the general partner of Seller (the “General Partner”). Each of Buyer, Seller and the General Partner may be referred to individually as a “Party” and, collectively, as the “Parties.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CAPITALA SENIOR LOAN FUND II, LLC (A Delaware Limited Liability Company) DATED AS OF December 20, 2018Limited Liability Company Agreement • March 4th, 2019 • Capitala Finance Corp. • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Capitala Senior Loan Fund II, LLC, a Delaware limited liability company (the “Fund”), made and entered into as of December 20, 2018, is by and between Capitala Finance Corp., a Maryland corporation (the “BDC”) and Trinity Universal Insurance Company, a Texas corporation (“Trinity” and, together with the BDC, the “Members”). Capitalized terms used but not defined herein shall have the meanings set forth in ARTICLE 1.
AMENDMENT NO. 4 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • February 28th, 2019 • Capitala Finance Corp. • New York
This AMENDMENT NO. 4 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of February 22, 2019 (the “Effective Date”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of October 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAPITALA FINANCE CORP., 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”) and 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”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP] AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CAPITALSOUTH PARTNERS SBIC FUND III, L.P. Dated as of September 24, 2013Agreement • September 24th, 2013 • Capitala Finance Corp. • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is dated and effective as of September 24, 2013, among CapitalSouth Partners SBIC F-III, LLC, a North Carolina limited liability company (in its capacity as a general partner of the Partnership), and the private limited partners, as amended from time to time.
FORM OF PURCHASE AND CONTRIBUTION AGREEMENT by and between CAPITALA BUSINESS LENDING, LLC, as the Purchaser and CAPITALA FINANCE CORP., as the Seller Dated as of October 30, 2020Purchase and Contribution Agreement • November 3rd, 2020 • Capitala Finance Corp.
THIS PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 30, 2020, by and between CAPITALA FINANCE CORP., a Maryland corporation, as the seller (the “Seller”), and Capitala Business Lending, LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
Capitala Finance Corp.Underwriting Agreement • May 26th, 2017 • Capitala Finance Corp. • New York
Each of Capitala Finance Corp., a Maryland corporation (the “Company”), Capitala Investment Advisors, LLC, a Delaware limited liability company (the “Advisor”), which has registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”), and Capitala Advisors Corp., a North Carolina corporation (the “Administrator” and, together with the Company and the Advisor, the “Capitala Entities”) confirms its agreement with the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, with respect to the issue and sale by the Company to the Underwriters of $50,000,000 aggregate principal amount of 5.75% Convertible Notes due 2022 (the “Firm Notes”) of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional $7,500,000 aggregat
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and between Capitala Finance Corp., a Maryland corporation (“Purchaser”), and CapitalSouth Corporation, a North Carolina corporation (“Seller”), in its capacity as the sole member and holder of the limited liability company interests of CSP-Florida Mezzanine Fund I, LLC (the “General Partner”), a North Carolina limited liability company and the general partner of CapitalSouth Partners Florida Sidecar Fund I, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
FORM OF UNDERWRITING AGREEMENT]Underwriting Agreement • June 11th, 2014 • Capitala Finance Corp. • New York
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013 and effective as of the Effective Date (as defined herein), is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), CapitalSouth Partners Fund III, L.P., a Delaware limited partnership (“Seller”), CapitalSouth Partners SBIC Fund III, L.P., a Delaware limited partnership (the “Partnership”), and CapitalSouth Partners SBIC F-III, LLC, a North Carolina limited liability company and the general partner of the Partnership (the “General Partner”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSecured Revolving Credit Agreement • July 20th, 2018 • Capitala Finance Corp. • New York
This AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”) dated as of July 19, 2018 and effective as of June 30, 2018 (the “Effective Date”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of October 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CAPITALA FINANCE CORP., 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”) and 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”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
REVOLVING CREDIT AND SECURITY AGREEMENT among CAPITALA BUSINESS LENDING, LLC, as Borrower, MOUNT LOGAN MANAGEMENT, LLC, as Collateral Manager THE LENDERS FROM TIME TO TIME PARTIES HERETO, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent KEYBANK...Credit and Security Agreement • May 12th, 2022 • Logan Ridge Finance Corp. • New York
REVOLVING CREDIT AND SECURITY AGREEMENT DATED AS OF OCTOBER 30, 2020 AMONG CAPITALA BUSINESS LENDING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS BORROWER (TOGETHER WITH ITS PERMITTED SUCCESSORS AND ASSIGNS, THE “BORROWER”); MOUNT LOGAN MANAGEMENT, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MOUNT LOGAN MANAGEMENT”), AS THE COLLATERAL MANAGER (IN SUCH CAPACITY, TOGETHER WITH ITS PERMITTED SUCCESSORS AND ASSIGNS, THE “COLLATERAL MANAGER”); THE LENDERS FROM TIME TO TIME PARTY HERETO; KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE SECURED PARTIES (AS HEREINAFTER DEFINED) (IN SUCH CAPACITY, TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE “ADMINISTRATIVE AGENT”); AND U.S. BANK NATIONAL ASSOCIATION, AS CUSTODIAN (IN SUCH CAPACITY, TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE “CUSTODIAN”).
CAPITALA FINANCE CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2017 • Capitala Finance Corp. • New York
Capitala Finance Corp., a corporation incorporated under the laws of the State of Maryland (the “Fund”), is a non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) $70,000,000 aggregate principal amount of its 6.00% notes due May 31, 2022 (the “Notes”). The Securities will be issued under the indenture dated as of June 16, 2014 between the Fund and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain Second Supplemental Indenture to be dated as of May 16, 2017 (such indenture, as so amended and supplemented, the “Indenture”). The Fund also proposes to sell to the several Underwriters up to an additional $10,500,000 aggregate principal amount of Notes (the “Additional Notes”
Form of Purchase and Sale Agreement]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • North Carolina
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), Atlas Powers Investments, LLC (“Atlas”), Markham Hunt Broyhill (“Broyhill”), and John F. McGlinn (“McGlinn” and, together with Atlas and Broyhill, the “Sellers”), in their capacity as holders of all of the limited liability company interests of CapitalSouth Partners SBIC F-III, LLC (the “General Partner”), a North Carolina limited liability company and the general partner of CapitalSouth Partners SBIC Fund III, L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined herein).
INVESTMENT ADVISORY AGREEMENT BETWEEN LOGAN RIDGE FINANCE CORPORATION AND MOUNT LOGAN MANAGEMENT LLCInvestment Advisory Agreement • July 1st, 2021 • Capitala Finance Corp. • New York
This Investment Advisory and Management Agreement (this “Agreement”) is made this 1st day of July, 2021, by and between LOGAN RIDGE FINANCE CORPORATION, a Maryland corporation (“Company”), and MOUNT LOGAN MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).
INCREMENTAL ASSUMPTION AGREEMENT dated as of August 19, 2015, relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014, among CAPITALA FINANCE CORP., as Borrower, the Lenders from time to time party thereto, and ING...Incremental Assumption Agreement • August 25th, 2015 • Capitala Finance Corp. • New York
INCREMENTAL ASSUMPTION AGREEMENT, dated as of August 19, 2015 (this “Assumption Agreement”), by and among CAPITALA FINANCE CORP. (the “Borrower”), ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”), and each lender set forth on Schedule 1 hereto as an “Assuming Lender” (the “Assuming Lenders” and each an “Assuming Lender”), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of October 17, 2014 (as amended by Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of May 22, 2015, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the several lenders from time to time party to the Credit Agreement.
FORM OF INCREMENTAL ASSUMPTION AGREEMENT] INCREMENTAL ASSUMPTION AGREEMENT dated as of January 6, 2015, relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014, among CAPITALA FINANCE CORP., as Borrower, The Lenders from...Incremental Assumption Agreement • January 8th, 2015 • Capitala Finance Corp. • New York
INCREMENTAL ASSUMPTION AGREEMENT, dated as of January 6, 2015 (this “Assumption Agreement”), by and among CAPITALA FINANCE CORP. (the “Borrower”), ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”), and each lender set forth on Schedule 1 hereto as an “Increasing Lender” (the “Increasing Lenders” and each an “Increasing Lender”), and each lender set forth on Schedule 1 hereto as an “Assuming Lender” (the “Assuming Lenders” and each an “Assuming Lender” and, together with the Increasing Lenders, the “Incremental Lenders” and each an “Incremental Lender”), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of October 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the several lenders from time to time party to the Credit Agreement.
Revolving Credit and Security Agreement among Capitala Business Lending, LLC, as Borrower, Capitala Investment Advisors, LLC, as Collateral Manager the Lenders from time to time parties hereto, KeyBank National Association, as Administrative Agent...Credit and Security Agreement • November 3rd, 2020 • Capitala Finance Corp. • New York
Revolving Credit and Security Agreement dated as of October 30, 2020 among Capitala Business Lending, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); Capitala Investment Advisors, LLC, a Delaware limited liability company (“Capitala Investment Advisors”), as the collateral manager (in such capacity, together with its permitted successors and assigns, the “Collateral Manager”); the Lenders from time to time party hereto; KeyBank National Association, as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Administrative Agent”); and U.S. Bank National Association, as custodian (in such capacity, together with its successors and assigns, the “Custodian”).
LETTER AGREEMENTLetter Agreement • July 1st, 2021 • Capitala Finance Corp. • New York
THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 21st, 2022 • Logan Ridge Finance Corp. • New York
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of October 20, 2022 (the “Amendment”), is made pursuant to that certain Revolving Credit and Security Agreement dated as of October 30, 2020 (as amended by that certain (i) First Amendment to Revolving Credit and Security Agreement and Omnibus Amendment to Facility Documents, dated as of July 1, 2021, and (ii) Second Amendment to Revolving Credit and Security Agreement, dated as of May 10, 2022, and as may be further amended, restated, modified or supplemented from time to time, the “Agreement”), among CAPITALA BUSINESS LENDING, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); MOUNT LOGAN MANAGEMENT LLC, a Delaware limited liability company (“Mount Logan”), as the collateral manager (in such capacity, together with its permitted successors and assigns, the “Collateral Manager”); the LENDERS from time to time party hereto; KEYBANK NATIONAL
FORM OF PURCHASE AND SALE AGREEMENT]Purchase and Sale Agreement • September 24th, 2013 • Capitala Finance Corp. • North Carolina
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 24, 2013, is by and among Capitala Finance Corp., a Maryland corporation (“Purchaser”), CapitalSouth Partners F-II, LLC, a North Carolina limited liability company (the “General Partner”), Atlas Powers Investments, LLC (“Atlas”), Markham Hunt Broyhill (“Broyhill”), John F. McGlinn (“McGlinn”), Capitala Transaction Corp. (“CTC”), Joseph B. Alala, III (“Alala”), and Chris Norton (“Norton” and, together with Atlas, Broyhill, McGlinn, CTC and Alala, the “Sellers”), in their capacity as holders of all of the voting and non-voting limited liability company interests of the General Partner. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Operating Agreement (as defined herein).
FOURTH SUPPLEMENTAL INDENTURE between LOGAN RIDGE FINANCE CORPORATION and as Trustee Dated as of October 29, 2021Fourth Supplemental Indenture • November 1st, 2021 • Logan Ridge Finance Corp. • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of October 29, 2021, is between Logan Ridge Finance Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
