Material Agreement Form 8 K

On September 19, 2024, Great Elm Capital Corp. (the "Company") and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the "Trustee"), entered into a seventh supplemental indenture (the "Seventh Supplemental Indenture") to the indenture, dated September 18, 2017, between the Company and the Trustee (as supplemented by the Seventh Supplemental Indenture, the "Indenture"). The Seventh Supplemental Indenture relates to the Company's issuance of $36,000,000 million aggregate principal amount of 8.125% notes due 2029 (the "Notes") on the date hereof, plus up to an additional $5,400,000 million aggregate principal amount of Notes that may be issued in the future pursuant to the underwriters' exercise of an over-allotment option (the "Offering"). The underwriters' over-allotment option expires at 11:59 p.m. on October 12, 2024.

The Notes will mature on December 31, 2029 and may be redeemed in whole or in part at the Company's option at any time or from time to time on or after December 31, 2026 at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. The Notes bear interest at a rate of 8.125% per year payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2024. The Notes are direct unsecured obligations of the Company.

The terms of the Notes are governed by the Indenture. The Indenture contains certain covenants, including covenants requiring the Company to comply with Sections 18(a)(1)(A) and (B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. The Indenture also provides that the Company may not consolidate with or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any person, unless certain specified conditions set forth in Section 801 of the Indenture are satisfied. These and other covenants are subject to certain limitations and exceptions that are described in the Indenture.

The Company received net proceeds from the Offering, after payment of underwriting discounts and commissions and estimated offering expenses payable by the Company, of approximately $34.4 million (or approximately $39.6 million if the underwriters exercise their over-allotment option in full). The Company intends to use the net proceeds from the offering together with cash on hand to redeem all of its 6.75% unsecured notes due 2025.

The Notes were offered and sold pursuant to a registration statement on as amended, a related Registration Statement on Form (File filed pursuant to Rule 462(b) of the Securities Act of 1933 and the related prospectus filed with the Securities and Exchange Commission. The Offering closed on September 19, 2024.

The foregoing descriptions of the terms of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to their full text. The Seventh Supplemental Indenture and the form of the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.