AMENDMENT NO. 1 TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of October 28, 2022 (the “Amendment Date”), among Twin Brook Capital Funding XXXIII MSPV, LLC, a Delaware limited liability company, as borrower (the “Borrower”), AGTB Fund...Loan and Servicing Agreement • November 1st, 2022 • AGTB Private BDC • New York
WHEREAS, the Borrower, the Servicer, the Administrative Agent and the Lenders are party to that certain Loan and Servicing Agreement, dated as of June 17, 2022 (as the same may be amended, modified or supplemented prior to the Amendment Date in accordance with the terms thereof, the “Loan and Servicing Agreement”), by and among the Borrower, Twin Brook Capital Funding XXXIII, LLC, a Delaware limited liability company, as the transferor, the Servicer, each of the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, the Collateral Agent, the Account Bank and the Collateral Custodian, providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower; and
AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • September 14th, 2022 • AGTB Private BDC
WHEREAS, this Trust was formed pursuant to (i) the trust agreement dated as of January 27, 2022 (the “Initial Declaration of Trust”), by and between the initial trustee and the Delaware Trustee, and (ii) a certificate of trust filed with the Secretary of State of the State of Delaware on January 27, 2022;
ADMINISTRATION AGREEMENTAdministration Agreement • August 12th, 2022 • AGTB Private BDC • New York
AGREEMENT (this "Agreement") made as of this 19th day of April, 2022, by and between AGTB Private BDC, a Delaware statutory trust (hereinafter referred to as the “Company”), and AGTB Fund Manager, LLC, a Delaware limited liability company (the “Administrator”).
AGTB PRIVATE BDC AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of March 17, 2022Agreement and Declaration of Trust • April 12th, 2022 • AGTB Private BDC
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (the “Declaration”) made as of the 17th day of March 2022, by the Board of Trustees hereunder and Delaware Trust Company, as Delaware trustee.
INVESTMENT MANAGEMENT AGREEMENT BETWEEN AGTB PRIVATE BDC AND AGTB FUND MANAGER, LLCInvestment Management Agreement • August 12th, 2022 • AGTB Private BDC • New York
This Investment Management Agreement made this 19th day of April, 2022, is made by and between AGTB Private BDC, a Delaware statutory trust (herein referred to as the “Fund”) and AGTB Fund Manager, LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (the “Agreement”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 12th, 2022 • AGTB Private BDC • New York
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 19th day of April, 2022, by and between AGTB PRIVATE BDC, a Delaware statutory trust (the “Fund”), and AGTB FUND MANAGER, LLC, a Delaware limited liability company (the “Adviser”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • June 9th, 2022 • AGTB Private BDC • New York
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 19, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and AGTB Private BDC, a Delaware statutory trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • April 12th, 2022 • AGTB Private BDC • New York
THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of [•], 202[•] (the “Effective Date”), is entered into by and between AGTB Private BDC, a [•] [corporation][limited liability company] (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
GLOBAL CUSTODY AGREEMENTGlobal Custody Agreement • April 12th, 2022 • AGTB Private BDC • New York
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • August 12th, 2022 • AGTB Private BDC • New York
THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of April 19, 2022 (the “Effective Date”), is entered into by and between AGTB Private BDC, a Delaware statutory trust (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
REVOLVING CREDIT AGREEMENT by and among AGTB PRIVATE BDC, as the Initial Borrower, the other FUND BORROWERS party hereto, the LENDERS party hereto, MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent and Sole Lead Arranger and MORGAN...Credit Agreement • June 16th, 2022 • AGTB Private BDC • New York
THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of June 10, 2022 by and among AGTB PRIVATE BDC, a Delaware statutory trust (“Initial Borrower”), the other Fund Borrowers and the Qualified Borrowers, MORGAN STANLEY ASSET FUNDING INC., as the Administrative Agent (as hereinafter defined) for the Secured Parties and Sole Lead Arranger (the “Lead Arranger”), and MORGAN STANLEY BANK, N.A. (“Morgan Stanley”), as the Letter of Credit Issuer and a Lender.
GLOBAL CUSTODY AGREEMENT (Unregistered Investment Companies)Global Custody Agreement • August 12th, 2022 • AGTB Private BDC • New York
U.S. $300,000,000 LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT by and among AGTB FUND MANAGER, LLC, as the Collateral Manager TWIN BROOK CAPITAL FUNDING XXXIII, LLC, as the Transferor TWIN BROOK CAPITAL FUNDING XXXIII ASPV, LLC, as the Borrower...Assignment and Assumption Agreement • December 19th, 2022 • AGTB Private BDC • New York
THIS LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of December 13, 2022, by and among:
