Letter Agreement by and between BC Partners Lending Corporation and BC Partners Advisers L.P., dated August 20, 2019
August 20, 2019
BC Partners Lending Corporation (the Company)
650 Madison Avenue
New York, New York 10022
Re: Agreement Regarding Fees
This Letter Agreement documents an undertaking by BC Partners Advisors L.P. (the Adviser) regarding the Incentive Fees (as defined in Section 3 of the Advisory Agreement) to be paid by the Company pursuant to the Amended and Restated Investment Advisory Agreement between the Company and the Adviser dated November 7, 2018, as further amended (the Advisory Agreement).
For the period ending December 31, 2019 (the Applicable Period), the Adviser hereby undertakes to permanently forego payment of the 50% of the amount of any Management Fee (as defined in Section 3 of the Advisory Agreement) to be paid by the Company pursuant to the Advisory Agreement. For the avoidance of doubt, this Letter Agreement does not require the Adviser to forego payment of an Incentive Fee (as defined in Section 3 of the Advisory Agreement) during the Applicable Period.
To the extent the Applicable Period includes any partial fiscal quarters for the Company, the amount of fees required to be foregone under this Letter agreement for each such quarter shall be appropriately prorated.
For the avoidance of doubt, certain calculations under this Letter Agreement may not be finalized until after this Letter Agreement terminates. This Letter Agreement shall terminate upon the earlier of (i) the final calculation and determination is made regarding the amount of fees to be foregone under this Letter Agreement after the expiration of the Applicable Period or (ii) termination of the Advisory Agreement. This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, and any rules and regulations promulgated thereunder.
|BC Partners Advisors L.P.|
ACKNOWLEDGED AND ACCEPTED
BC Partners Lending Corporation
|Title:||President and Chief Executive Officer|