Mount Logan Capital Inc. Sample Contracts
MOUNT LOGAN CAPITAL INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Creation and Issue of Warrants Dated as of January 26, 2024Warrant Indenture • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Ontario
WHEREAS the Corporation has agreed to sell an aggregate of up to 20,000 debenture units of the Corporation (the “Debenture Units”) at a price of US$1,000 per Debenture Unit, each such Debenture Unit consisting of: (a) one 8.85% unsecured debenture of the Corporation having a principal amount of US$1,000; and (b) 50 Warrants (as defined herein), on a non- brokered private placement basis (the “Offering”);
DEBENTURE INDENTUREDebenture Indenture • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Ontario
ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada having an office in the City of Toronto in the Province of Ontario (hereinafter called the “Trustee”)
MOUNT LOGAN CAPITAL INC. as the Corporation and ODYSSEY TRUST COMPANY as the Warrant Agent WARRANT INDENTURE Providing for the Creation and Issue of Warrants Dated as of January 26, 2024Warrant Indenture • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice • Ontario
WHEREAS the Corporation has agreed to sell an aggregate of up to 20,000 debenture units of the Corporation (the “Debenture Units”) at a price of US$1,000 per Debenture Unit, each such Debenture Unit consisting of: (a) one 8.85% unsecured debenture of the Corporation having a principal amount of US$1,000; and (b) 50 Warrants (as defined herein), on a non- brokered private placement basis (the “Offering”);
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice • New York
This Assignment and Assumption Agreement (this “Agreement”) is made and entered into as of December 4, 2023, by and between Kevin M. Rendino (the “Assignor”) and 180 Degree Capital Corp., a New York corporation (the “Assignee”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • December 29th, 2025 • Mount Logan Capital Inc. • Investment advice • New York
STAFFING AND RESOURCE AGREEMENTStaffing and Resource Agreement • November 19th, 2025 • Mount Logan Capital Inc. • Investment advice • Delaware
THIS STAFFING AND RESOURCE AGREEMENT (the “Agreement”) is made this 18 day of November, 2025, by and between MOUNT LOGAN CAPITAL INC., a Delaware corporation, (“MLC”), and BC PARTNERS ADVISORS L.P., a Delaware limited partnership, (“BC Partners” and, together with MLC, the “Parties”).
SUBSCRIPTION AGREEMENT FOR DEBENTURE UNITSSubscription Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Ontario
Alberta Securities Commission Suite 600, 250 – 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403 297-6454 Toll free in Canada: 1 877 355-0585 Facsimile: 403 297-2082 Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867 975-6590 Facsimile: 867 975-6594 British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Inquiries: 604 899-6854 Toll free in Canada: 1 800 373-6393 Facsimile: 604 899-6581 Email: FOI-privacy@bcsc.bc.ca Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8 Telephone: 416 593- 8314 Toll free in Canada: 1 877 785-1555 Facsimile: 416 593-8122 Email: exemptmarketfilings@osc.gov.on.ca Public official contact regarding indirect collection of information: Inquiries Officer The Manitoba Securities Commission 500 – 400 St. Mary Avenue Winnipeg, Mani
INVESTMENT ADVISORY AGREEMENT BETWEEN OPPORTUNISTIC CREDIT INTERVAL FUND AND MOUNT LOGAN MANAGEMENT LLCInvestment Advisory Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • New York
This Investment Advisory and Management Agreement (this Agreement ) is made as of the 14th day of May, 2022, by and between OPPORTUNISTIC CREDIT INTERVAL FUND, a Delaware statutory trust (the Fund ), and MOUNT LOGAN MANAGEMENT LLC, a Delaware limited liability company (the Adviser ).
STAFFING AGREEMENTStaffing Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Delaware
THIS STAFFING AGREEMENT (the “Agreement”) is made this 1st day of October, 2020, by and among MOUNT LOGAN MANAGEMENT, LLC, a Delaware limited liability company, (“MLM”), and BC PARTNERS ADVISORS L.P., a Delaware limited partnership, (“BC Partners” and, together with MLM, the “Parties”).
INCREMENTAL AMENDMENT NO. 4Incremental Amendment • March 19th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
THIS INCREMENTAL AMENDMENT NO. 4, dated as of December 17, 2024 (this “Amendment”), is entered into by and among, MLC US HOLDINGS LLC, a Delaware limited liability company (“Borrower”), each of the financial institutions set forth on Schedule I hereto under the heading “2024 Incremental Term Lender” (each, a “2024 Incremental Term Lender” and, collectively, the “2024 Incremental Term Lenders”), the Lenders party hereto, and [*****], as Agent.
FIRST SUPPLEMENTAL INDENTURE between MOUNT LOGAN CAPITAL INC. and as Trustee Dated as of January 26, 2026First Supplemental Indenture • January 26th, 2026 • Mount Logan Capital Inc. • Investment advice
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 26, 2026, is between Mount Logan Capital Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
SUPPLEMENTAL WARRANT INDENTURESupplemental Warrant Indenture • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice
MOUNT LOGAN CAPITAL INTERMEDIATE LLC (formerly Marret Resource Corp.), a limited liability company organized under the laws of the State of Delaware
SUPPLEMENTAL WARRANT INDENTURESupplemental Warrant Indenture • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice
WHEREAS the Company entered into a warrant indenture with Odyssey dated as of January 26, 2024 (the “Indenture”) providing for the issue of common share purchase warrants (the “Warrants”), each Warrant being exercisable at a price of C$2.75, subject to adjustment, until January 26, 2032. All capitalized terms not expressly defined herein have the meaning ascribed thereto in the Indenture;
AGREEMENT AND PLAN OF MERGER among MOUNT LOGAN CAPITAL INC., 180 DEGREE CAPITAL CORP., YUKON NEW PARENT, INC., POLAR MERGER SUB, INC., and MOOSE MERGER SUB, LLC Dated as of January 16, 2025Merger Agreement • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 16, 2025 (this “Agreement”), is made by and among Mount Logan Capital Inc., a corporation organized under the Laws of the Province of Ontario, Canada (“MLC”), 180 Degree Capital Corp., a corporation organized under the Laws of the State of New York (“TURN”), Yukon New Parent, Inc., a corporation organized under the Laws of the State of Delaware and a wholly-owned subsidiary of TURN (“New Parent”), Polar Merger Sub, Inc., a corporation organized under the Laws of the State of New York and a wholly-owned subsidiary of New Parent (“TURN Merger Sub”), and Moose Merger Sub, LLC, a limited liability company formed under the Laws of the State of Delaware and a wholly-owned subsidiary of New Parent (“MLC Merger Sub”, and collectively with MLC, TURN, New Parent and TURN Merger Sub, the “Parties” and each a “Party”).
Profit-Sharing AgreementProfit-Sharing Agreement • November 13th, 2025 • Mount Logan Capital Inc. • Investment advice • Delaware
THIS PROFIT-SHARING AGREEMENT (the “Agreement”) is made as of July 15, 2025, by and between BCPSC Holdings LLC, a Delaware limited liability company (“BCPSC”), and MLCSC Holdings LLC, a Delaware limited liability company (“MLCSC” and together with BCPSC, the “Parties”).
AMENDED AND RESTATED MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among OFM II OVATION MANAGEMENT LLC, OVATION PARTNERS, LP and MOUNT LOGAN CAPITAL INC. Dated as of May 2, 2023Membership Interest and Asset Purchase Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Delaware
THIS FORM OF AGREEMENT SHALL BE KEPT CONFIDENTIAL PURSUANT TO THE TERMS OF THE CONFIDENTIALITY AGREEMENT ENTERED INTO BY THE PARTIES. THIS FORM OF AGREEMENT IS NOT INTENDED TO CREATE, NOR WILL IT CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE. THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH PARTY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY AND ALL PROPOSALS MADE WITH REGARD TO THE POTENTIAL TRANSACTION, AND TO TERMINATE DISCUSSIONS AND NEGOTIATIONS AT ANY TIME, IN SUCH PARTY’S OR ITS AFFILIATES’ SOLE AND ABSOLUTE DISCRETION AND WITHOUT GIVING ANY REASON THEREFOR.
MOUNT LOGAN CAPITAL INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
INVESTMENT ADVISORY AGREEMENT BETWEEN LOGAN RIDGE FINANCE CORPORATION AND MOUNT LOGAN MANAGEMENT LLCInvestment Advisory Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • 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 ).
Mount Logan Capital Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of January 26, 2026Indenture • January 26th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
INDENTURE, dated as of January 26, 2026, between Mount Logan Capital Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 650 Madison Avenue, 3rd Floor, New York, NY 10022, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter called the “Trustee”), having its office at One Federal Street, Boston, Massachusetts 02110.
AMENDED AND RESTATED MASTER SERVICES AGREEMENT BETWEEN AND SIERRA CREST INVESTMENT MANAGEMENT LLCMaster Services Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • New York
This Amended and Restated Master Services Agreement (this “Agreement”) is entered into as of December 17, 2020 (the “Effective Date”), by and between MLC US Holdings LLC, a Delaware limited liability company (the “MLC Sub”), and Sierra Crest Investment Management LLC (the “Manager”).
TRANSITION SERVICES AGREEMENT by and between MOUNT LOGAN MANAGEMENT, LLC AND WILLOW ASSET MANAGEMENT LLC Dated as of March 18, 2026Transition Services Agreement • March 19th, 2026 • Mount Logan Capital Inc. • Investment advice • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “TSA”) is dated as of March 18, 2026, by and between Mount Logan Management LLC, a Delaware limited liability company (“MLM”) and Willow Asset Management LLC (formerly, YieldStreet Management, LLC), a Delaware limited liability company (“Willow”). MLM and Willow are referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice • New York
THIRD AMENDED AND RESTATED SERVICING AGREEMENT BETWEEN MOUNT LOGAN CAPITAL INC. AND BC PARTNERS ADVISORS L.P.Servicing Agreement • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • Ontario
This third amended and restated servicing agreement (“Agreement”) is made as of March 17, 2023 by and between MOUNT LOGAN CAPITAL INC., an Ontario corporation (the “Company”), and BC PARTNERS ADVISORS L.P., a Delaware limited partnership (the “Servicing Agent”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 16th, 2025 • Mount Logan Capital Inc. • Investment advice • New York
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of August 17, 2025 (this “Amendment”), is made by and among Mount Logan Capital Inc., a corporation organized under the Laws of the Province of Ontario, Canada (“MLC”), 180 Degree Capital Corp., a corporation organized under the Laws of the State of New York (“TURN”), Yukon New Parent, Inc., a corporation organized under the Laws of the State of Delaware and a wholly-owned subsidiary of TURN (“New Parent”), Polar Merger Sub, Inc., a corporation organized under the Laws of the State of New York and a wholly-owned subsidiary of New Parent (“TURN Merger Sub”), and Moose Merger Sub, LLC, a limited liability company formed under the Laws of the State of Delaware and a wholly-owned subsidiary of New Parent (“MLC Merger Sub”, and collectively with MLC, TURN, New Parent and TURN Merger Sub, the “Parties” and each a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agre
Mount Logan Capital Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of January [●], 2026Indenture • January 12th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
INDENTURE, dated as of January [●], 2026, between Mount Logan Capital Inc., a Delaware corporation (hereinafter called the “Company”), having its principal office at 650 Madison Avenue, 3rd Floor, New York, NY 10022, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter called the “Trustee”), having its office at [One Federal Street, 3rd Floor, Boston, Massachusetts 02110].
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2025 • Yukon New Parent, Inc. • Investment advice • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this ___ day of _______, 2025, by and between Mount Logan Capital, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Enterprise (as hereinafter defined) controlled directly or indirectly by the Company), and __________ (the “Indemnitee”).
Execution Version LIMITED WAIVER AND AMENDMENT NO. 5Limited Waiver and Amendment No. 5 • November 13th, 2025 • Mount Logan Capital Inc. • Investment advice • New York
THIS LIMITED WAIVER AND AMENDMENT NO. 5, dated as of September 12, 2025 (this “Amendment”), is entered into by and among, MLC US HOLDINGS LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, and EAGLE POINT CREDIT MANAGEMENT LLC, as Agent.
THIRD AMENDED AND RESTATED GUARANTYGuaranty • April 13th, 2026 • Mount Logan Capital Inc. • Investment advice
This GUARANTY (this “Guaranty”), dated as of April 7, 2026, is executed and delivered by MOUNT LOGAN CAPITAL INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”) in favor of EAGLE POINT CREDIT MANAGEMENT LLC, as the administrative agent and collateral agent for certain Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and the Lenders, in light of the following:
MOUNT LOGAN CAPITAL INC. [____]% Senior Notes due 2031 UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
FIRST SUPPLEMENTAL INDENTURE between MOUNT LOGAN CAPITAL INC. and as Trustee Dated as of January [l], 2026First Supplemental Indenture • January 12th, 2026 • Mount Logan Capital Inc. • Investment advice
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January [l], 2026, is between Mount Logan Capital Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
INCREMENTAL AMENDMENT NO. 4Incremental Amendment • June 12th, 2025 • Yukon New Parent, Inc. • Investment advice • New York
THIS INCREMENTAL AMENDMENT NO. 4, dated as of December 17, 2024 (this “Amendment”), is entered into by and among, MLC US HOLDINGS LLC, a Delaware limited liability company (“Borrower”), each of the financial institutions set forth on Schedule I hereto under the heading “2024 Incremental Term Lender” (each, a “2024 Incremental Term Lender” and, collectively, the “2024 Incremental Term Lenders”), the Lenders party hereto, and [*****], as Agent.
LIMITED LIABILITY COMPANY AGREEMENT OF MOUNT LOGAN CAPITAL INTERMEDIATE LLCLimited Liability Company Agreement • May 6th, 2025 • Yukon New Parent, Inc. • Investment advice • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is dated as of [●], 2025 (the “Effective Date”), relates to Mount Logan Capital Intermediate LLC, a Delaware limited liability company (the “Company”), and the members of the Company (each a “Member” and, collectively, the “Members”). Capitalized terms used herein have their respective meanings as set forth in Section 1.01.
LIMITED WAIVER AND AMENDMENT NO. 5Limited Waiver and Amendment • March 19th, 2026 • Mount Logan Capital Inc. • Investment advice • New York
THIS LIMITED WAIVER AND AMENDMENT NO. 5, dated as of September 12, 2025 (this “Amendment”), is entered into by and among, MLC US HOLDINGS LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, and [*****], as Agent.