0001104659-22-056502 Sample Contracts

AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • May 5th, 2022 • Bain Capital Specialty Finance, Inc. • New York

This Amended and Restated Portfolio Management Agreement (this “Agreement”), dated as of November 30, 2021, is entered into by and between BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company, as issuer (together with successors and assigns permitted hereunder, the “Issuer”) and BAIN CAPITAL SPECIALTY FINANCE, INC., a Delaware corporation, as portfolio manager (together with successors and assigns permitted hereunder, in such capacity, the “Portfolio Manager”).

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AMENDED AND RESTATED INDENTURE
BCC Middle • May 5th, 2022 • Bain Capital Specialty Finance, Inc. • New York

AMENDED AND RESTATED INDENTURE, dated as of November 30, 2021 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Indenture”), by and among BCC MIDDLE MARKET CLO 2019-1, LLC, a Cayman Islands limited liability company (the “Issuer”), BCC MIDDLE MARKET CLO 2019-1 CO-ISSUER, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (herein, together with its permitted successors in the trusts hereunder, the “Trustee”), hereby amending and restating the indenture, dated as of August 28, 2019 (the “Closing Date”), between the Co-Issuers and the Trustee (the “Original Indenture”).

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