Exhibit 10.4
Execution Version
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "Agreement"), date as of June 26, 2015, by and
between Carlyle GMS Finance, Inc., a Maryland corporation, as the contributor
(the "Contributor"), and Carlyle GMS Finance MM CLO 2015-1 LLC, a Delaware
limited liability company, as the contributee (the "Contributee").
RECITALS
A. WHEREAS, the Contributor owns 100% of the membership interests of the
Contributee.
B. WHEREAS, the Contributor desires to contribute, and the Contributee has
agreed to receive from the Contributor, all of the loans and other debt
obligations listed on Schedule I hereto (including the loans and other debt
obligations subject to that certain Distribution and Contribution Agreement,
dated as of the date hereof between the Contributor and Carlyle GMS Finance SPV
LLC (the "Distribution and Contribution Agreement") and any rights of the
Contributor in connection therewith) (the "Contributed Collateral Obligations"),
in each case, together with, among other things, the related rights of payment
thereunder and the interest of the Contributor in the related property and other
interests securing the payments to be made under such Contributed Collateral
Obligations;
C. WHEREAS, subject to the conditions set forth herein, the Contributee and the
Contributor intend that any such contribution of the Contributed Collateral
Obligations be an irrevocable, unconditional, absolute transfer thereof, without
any recourse whatsoever, including without any recourse to the Contributor with
regard to collectibility;
D. WHEREAS, (a) in exchange for the contribution of the Contributed Collateral
Obligations, the Contributor will receive an increase in the capital account of
the Contributor in the Contributee and 125,900,000 preferred limited liability
company interests of the Contributee with a nominal value of $125,900,000 to be
issued to the Contributor in accordance with the Amended and Restated Limited
Liability Company Agreement of the Contributee, dated as of June 26, 2015 (the
"Contributee LLC Agreement") (the "Preferred Interests" or the "Contribution
Value") and (b) on the date hereof the Contributor shall receive a one-time cash
distribution on the date hereof in the amount of $254,086,652.75 (the "Closing
Date Dividend").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Contribution and Receipt of the Contributed Collateral Obligations.
(a) Subject to the terms and conditions of this Agreement, on and as of the date
hereof (the "Contribution Date"), the Contributor hereby contributes (the
"Contribution") to the Contributee, without recourse, and the Contributee hereby
receives, as a contribution to its capital, all right, title and interest of the
Contributor (whether now owned or hereafter acquired or arising, and wherever
located) in and to the Contributed Collateral Obligations (including, without
limitation all rights, title and interest of the Contributor under the
Distribution and Contribution Agreement (including any rights the Contributor
has thereunder to enter into the Master Participation Agreement for Par/Near Par
Trades attached as an exhibit thereto)). The Contributor hereby acknowledges
that the Contribution to the Contributee hereunder