SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of May 18, 2016 among BRYN MAWR FUNDING LLC, as Borrower The LENDERS Party Hereto and BARCLAYS BANK PLC, as Administrative AgentSenior Secured Revolving Credit Agreement • May 24th, 2016 • FS Energy & Power Fund • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of May 18, 2016 (this “Agreement”), among BRYN MAWR FUNDING LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, and BARCLAYS BANK PLC, as Administrative Agent.
CREDIT AGREEMENT dated as of July 11, 2013 among Energy Funding LLC, as Borrower, the Lenders Referred to Herein, Natixis, New York Branch, as Administrative Agent, and Wells Fargo Bank, National Association, as Collateral Agent and CustodianCredit Agreement • July 16th, 2013 • FS Energy & Power Fund • New York
AMENDMENT NO. 2Senior Secured Credit Agreement • July 21st, 2020 • FS Energy & Power Fund • New York
SENIOR SECURED CREDIT AGREEMENT dated as of August 16, 2018 (this “Agreement”), between FS ENERGY AND POWER FUND, the LENDERS and CONDUIT SUPPORT PROVIDERS party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent and Collateral Agent and SOCIÉTÉ GÉNÉRALE as Co-Collateral Agent.
GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of May 18, 2016 among BRYN MAWR FUNDING LLC, as Borrower The SUBSIDIARY GUARANTORS Party Hereto BARCLAYS BANK PLC, as Revolving Administrative Agent and BARCLAYS BANK PLC, as Collateral AgentGuarantee, Pledge and Security Agreement • May 24th, 2016 • FS Energy & Power Fund • New York
GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of May 18, 2016 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among Bryn Mawr Funding LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), each entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 6.05 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), BARCLAYS BANK PLC (“Barclays”), as administrative agent for the parties defined as “Lenders” under the Revolving Credit Facility referred to below (in such capacity, together with its successors in such capacity, the “Revolving Administrative Agent”) and Barclays, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
CUSTODIAN AGREEMENTCustodian Agreement • November 14th, 2011 • FS Energy & Power Fund • Massachusetts
This Agreement, dated as of November 14, 2011, is by and between FS ENERGY AND POWER FUND, a Delaware statutory trust (the “Company”), on behalf of itself and each entity listed on Schedule D hereto, as may be amended from time to time in accordance with Section 19.14 hereof (each such entity, a “Company Subsidiary,” and collectively, the “Company Subsidiaries”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
PURCHASE AND SALE AGREEMENT by and between WAYNE FUNDING LLC, as the Purchaser and FS ENERGY AND POWER FUND, as the Seller Dated as of September 9, 2014Purchase and Sale Agreement • September 15th, 2014 • FS Energy & Power Fund
THIS PURCHASE AND SALE AGREEMENT, dated as of September 9, 2014, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust, as the seller (the “Seller”) and WAYNE FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
EXECUTION VERSIONu.s. Pb Agreement • December 17th, 2013 • FS Energy & Power Fund • New York
This U.S. PB Agreement (including all terms, schedules, supplements and exhibits attached hereto, this “Agreement”) is entered into between the customer specified below (“Customer”) and BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). The Agreement sets forth the terms and conditions on which BNPP PB, Inc. will transact business with Customer. Customer and BNPP PB, Inc., on behalf of itself and as agent for the BNPP Entities, have also entered into the Account Agreement.
SPECIAL CUSTODY AND PLEDGE AGREEMENTSpecial Custody and Pledge Agreement • December 17th, 2013 • FS Energy & Power Fund • New York
AGREEMENT (hereinafter “Agreement”), dated as of December 11, 2013, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder (“Custodian”), Berwyn Funding LLC (the “Fund”), and BNP Paribas Prime Brokerage, Inc. (the “Counterparty”).
CUSTODY AGREEMENTCustody Agreement • May 6th, 2011 • FS Energy & Power Fund • New York
AGREEMENT, dated as of April 1, 2011, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust having its principal office and place of business at 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania 19104 (the “Fund”), and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 2, 2019 among GLADWYNE FUNDING LLC, as Borrower, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Sole Lead Arranger and Syndication Agent GOLDMAN SACHS BANK USA, as Administrative Agent and...Credit Agreement • December 6th, 2019 • FS Energy & Power Fund • New York
The Borrower, the Lenders party thereto, the Arranger, the Administrative Agent, Virtus Group, LP, as collateral administrator (the "Assigning Collateral Administrator") and Citibank, N.A., as the collateral agent (the "Assigning Collateral Agent") are parties to a Credit Agreement dated as of April 19, 2017 (as amended or otherwise modified prior to the date hereof, the "Existing Credit Agreement"). Pursuant to an Appointment, Assignment and Assumption Agreement, dated as of December 2, 2019 (the "Assignment and Assumption Agreement"), the Assigning Collateral Administrator and the Assigning Collateral Agent have resigned from their various capacities under the Transaction Documents, and the Borrower, the Lenders and the Administrative Agent have appointed the Collateral Administrator and the Collateral Agent to replace the Assigning Collateral Administrator and the Assigning Collateral Agent in their various capacities. In connection with the execution of the Assignment and Ass
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 19th, 2014 • FS Energy & Power Fund • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of December 15, 2014, between FS Energy and Power Fund, a Delaware statutory trust (the “Lender”), and Strafford Funding LLC, a Delaware limited liability company (the “Borrower”).
FSEP TERM FUNDING, LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of June 24, 2011Investment Management Agreement • June 27th, 2011 • FS Energy & Power Fund • New York
INVESTMENT MANAGEMENT AGREEMENT, dated as of June 24, 2011 (this “Agreement”), between FSEP TERM FUNDING, LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust (in such capacity, the “Investment Manager”).
SECURITY AGREEMENT dated as of June 24, 2011 between FSEP TERM FUNDING, LLC, as Borrower and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative AgentSecurity Agreement • June 27th, 2011 • FS Energy & Power Fund • New York
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 24, 2011 is entered into by and among FSEP TERM FUNDING, LLC, as Borrower, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent.
WAYNE FUNDING LLC as Company and FS ENERGY AND POWER FUND as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of September 9, 2014Collateral Management Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
COLLATERAL MANAGEMENT AGREEMENT, dated as of September 9, 2014 (this “Agreement”), between WAYNE FUNDING LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust, as collateral manager (in such capacity, the “Collateral Manager”).
ContractLoan Agreement • May 29th, 2013 • FS Energy & Power Fund • New York
LOAN AGREEMENT dated as of May 24, 2013 (this Agreement) between EP FUNDING LLC, a Delaware limited liability company (the Borrower), the financial institutions and other lenders from time to time party hereto, as “Lenders” (the Lenders), and Citibank, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • May 29th, 2013 • FS Energy & Power Fund • New York
ACCOUNT CONTROL AGREEMENT, dated as of May 24, 2013 (this Agreement), between EP FUNDING LLC, a Delaware limited liability company (the Debtor), Citibank, N.A., a national banking association, in its capacity as creditor and security agent for and on behalf of the Secured Parties (in such capacity, together with its successors in such capacity, the Security Agent) under the Security Agreement referred to below, Citibank, N.A., in its capacity as securities intermediary (the Intermediary), and Virtus Group, LP, a Texas limited partnership, in its capacity as collateral administrator (the Collateral Administrator and, together with the Intermediary, the Collateral Parties).
BERWYN FUNDING LLC, as Company and FS ENERGY AND POWER FUND, as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of December 11, 2013Investment Management Agreement • December 17th, 2013 • FS Energy & Power Fund • New York
INVESTMENT MANAGEMENT AGREEMENT, dated as of December 11, 2013 (this “Agreement”), between BERWYN FUNDING LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust, as investment manager (in such capacity, the “Investment Manager”).
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FS INVESTMENT ADVISOR, LLC AND GSO CAPITAL PARTNERS LPInvestment Sub-Advisory Agreement • May 6th, 2011 • FS Energy & Power Fund • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 28th day of April, 2011, by and between FS INVESTMENT ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and GSO CAPITAL PARTNERS LP, a Delaware limited liability company (the “Sub-Adviser”).
EP FUNDING LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of May 24, 2013Investment Management Agreement • May 29th, 2013 • FS Energy & Power Fund • New York
INVESTMENT MANAGEMENT AGREEMENT, dated as of May 24, 2013 (this “Agreement”), between EP FUNDING LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust, as investment manager (in such capacity, the “Investment Manager”).
AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT between FS ENERGY AND POWER FUND, as Seller and GLADWYNE FUNDING LLC, as Purchaser Dated as of September 11, 2014Sale and Contribution Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of September 11, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Energy and Power Fund, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and Gladwyne Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT dated as of September 11, 2014 BY AND BETWEEN GLADWYNE FUNDING LLC, a Delaware limited liability company AND FS ENERGY AND POWER FUND, a Delaware statutory trustInvestment Management Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of September 11, 2014 is made by and between GLADWYNE FUNDING LLC (the “Company”), a Delaware limited liability company and FS ENERGY AND POWER FUND (the “Investment Manager”), a Delaware statutory trust. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of May 19, 2014 (as the same may be amended from time to time, the “Operating Agreement”), or if not defined therein, shall have the meanings given to them in the Amended and Restated Sale and Contribution Agreement dated as of the date hereof by and among FS Energy and Power Fund and Gladwyne Funding LLC (as the same may be amended from time to time, the “Sale and Contribution Agreement”), or if not defined therein, shall have the meanings given to them in the Indenture dated as of September 11, 2014 by
EP INVESTMENTS LLC as Company and FS ENERGY AND POWER FUND as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of August 11, 2011Investment Management Agreement • August 15th, 2011 • FS Energy & Power Fund • New York
INVESTMENT MANAGEMENT AGREEMENT, dated as of August 11, 2011 (this “Agreement”), between EP INVESTMENTS LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust (in such capacity, the “Investment Manager”).
U.S. $200,000,000 LOAN AND SERVICING AGREEMENT Dated as of September 9, 2014 Among WAYNE FUNDING LLC, as the Borrower WELLS FARGO SECURITIES, LLC, as the Administrative Agent EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME...Loan and Servicing Agreement • September 15th, 2014 • FS Energy & Power Fund
THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of September 9, 2014, among:
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • May 17th, 2013 • FS Energy & Power Fund • Delaware
This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 16th day of May 2013, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust (the “Company”), and FRANKLIN SQUARE HOLDINGS, L.P., a Pennsylvania limited partnership (“FSH”).
ContractSecurity Agreement • May 29th, 2013 • FS Energy & Power Fund • New York
SECURITY AGREEMENT dated as of May 24, 2013 (this Agreement) between EP FUNDING LLC, a Delaware limited liability company (the Pledgor), and Citibank, N.A., a national banking association, as security agent for the Secured Parties referred to below (in such capacity, the Security Agent).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of September 11, 2014 (as the same may be amended from time to time in accordance with the terms hereof (this “Agreement”) is entered into by and among Gladwyne Funding LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), FS Energy and Power Fund, a statutory trust organized under the laws of the State of Delaware, in its capacity as investment manager under the Investment Management Agreement referred to below (in such capacity, together with its successors in such capacity, the “Investment Manager”) and Virtus Group, LP, a limited partnership organized under the laws of the State of Texas, as collateral administrator (the “Collateral Administrator”).
CONTROL AGREEMENTControl Agreement • November 12th, 2015 • FS Energy & Power Fund • New York
This Control Agreement (this “Agreement”), dated November 6, 2015 is by and among Foxfields Funding LLC (the “Borrower”), Fortress Credit Co LLC, as administrative agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the “Agent”), and State Street Bank and Trust Company, a Massachusetts trust company (“Custodian”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 11, 2014 among FSEP TERM FUNDING, LLC, as Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and a Lender and The Other Lenders Party HeretoCredit Agreement • June 17th, 2014 • FS Energy & Power Fund • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 11, 2014 (as amended from time to time, this “Agreement”), is entered into by and among FSEP TERM FUNDING, LLC, a Delaware limited liability company (the “Borrower”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as Administrative Agent and a Lender and each other Lender party hereto from time to time (together with DBNY in its capacity as Lender, the “Lenders” and each a “Lender”).
GLADWYNE FUNDING LLC, ISSUER AND CITIBANK, N.A., TRUSTEE INDENTURE Dated as of September 11, 2014 COLLATERALIZED LOAN OBLIGATIONSIndenture • September 15th, 2014 • FS Energy & Power Fund • New York
INDENTURE, dated as of September 11, 2014, between Gladwyne Funding LLC, a newly-formed Delaware limited liability company (the “Issuer”), and Citibank, N.A., a national banking association, organized and existing under the laws of United States of America, as trustee (the “Trustee”).
September 9, 2014 WAYNE FUNDING LLC, as Pledgor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent on behalf of the Secured Parties and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of September 9, 2014, among WAYNE FUNDING LLC (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as Collateral Agent on behalf of the Secured Parties to the Loan Agreement defined below (in such capacity, the “Secured Party”) and as securities intermediary (in such capacity, the “Securities Intermediary”).
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS ENERGY AND POWER FUND AND FS INVESTMENT ADVISOR, LLCInvestment Advisory and Administrative Services Agreement • May 6th, 2011 • FS Energy & Power Fund • New York
This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made this 28th day of April 2011, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust (the “Fund”), and FS INVESTMENT ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).
GUARANTEE dated as of August 11, 2011Guarantee • August 15th, 2011 • FS Energy & Power Fund • New York
EP Investments LLC, a limited liability company formed under the laws of the State of Delaware (the Obligor), and the Beneficiary are parties to an ISDA Master Agreement dated as of August 11, 2011 (as modified and supplemented and in effect from time to time, including by all Confirmations evidencing Transactions entered into thereunder, the Master Agreement). Terms used but not defined herein have the respective meanings given to such terms in the Master Agreement.
FS ENERGY AND POWER FUND Up to $1,500,000,000 in Common Shares, $0.001 par value per share DEALER MANAGER AGREEMENT April 28, 2011Dealer Manager Agreement • May 6th, 2011 • FS Energy & Power Fund • Delaware
FS Energy and Power Fund, a Delaware Statutory Trust (the “Fund”), has registered for public sale (the “Offering”) a maximum of $1,500,000,000 in common shares, $0.001 par value per share (the “Common Shares”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Selected Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Terms not otherwise defined herein shall have the same meaning as in the Prospectus, as that term is defined in Section 2.1 below.
FORM OF FOLLOW-ON DEALER MANAGER AGREEMENT (THIS “FOLLOW-ON DEALER MANAGER AGREEMENT”)Follow-on Dealer Manager Agreement • February 27th, 2013 • FS Energy & Power Fund
WHEREAS, FS2 Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), serves as dealer manager to FS Energy and Power Fund, a Delaware Statutory Trust (the “Company”), in its initial public offering of up to $1,500,000,000 shares of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), to be sold and distributed on a best-efforts basis by the Dealer Manager pursuant to a registration statement on Form N-2 (File No. 333-169679) (the “Existing Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2010, as supplemented and amended from time to time, and a Dealer Manager Agreement, dated April 28, 2011 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and FS Investment Advisor, LLC, a Delaware limited liability company and investment adviser to the Company (the “Advisor”);
CONTROL AGREEMENTControl Agreement • May 24th, 2016 • FS Energy & Power Fund • New York
This Control Agreement (this “Agreement”), dated May 18, 2016, is by and among Bryn Mawr Funding LLC (the “Borrower”), each subsidiary of the Borrower that becomes a party hereto by executing a joinder to this Agreement (together with the Borrower, each a “Company” and, collectively, the “Companies”), Barclays Bank PLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the “Agent”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).
