Execution CopyAccount Agreement • October 23rd, 2014 • FS Investment Corp III • 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.
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • March 7th, 2016 • FS Investment Corp III • New York
LOAN AGREEMENT dated as of May 8, 2015 (as amended by Amendment No. 1 and Amendment No. 2, and as further amended, supplemented or otherwise modified from time to time, this “Agreement”) among JEFFERSON SQUARE FUNDING LLC, a Delaware limited liability company, as borrower (the “Company”); the Financing Providers party hereto; Citibank, N.A. (“Citibank”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”); Virtus Group, LP, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); Citibank, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).
CUSTODIAN AGREEMENTCustodian Agreement • March 31st, 2014 • FS Investment Corp III • Massachusetts
This Agreement, dated as of January 6, 2014, is by and between FS INVESTMENT CORPORATION III, a Maryland corporation (the “Company”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
PURCHASE AND SALE AGREEMENT by and between CHESTNUT HILL FUNDING LLC, as the Purchaser and FS INVESTMENT CORPORATION III, as the Seller Dated as of August 13, 2015Purchase and Sale Agreement • August 14th, 2015 • FS Investment Corp III
THIS PURCHASE AND SALE AGREEMENT, dated as of August 13, 2015, by and between FS INVESTMENT CORPORATION III, a Maryland corporation, as the seller (the “Seller”) and CHESTNUT HILL FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
CREDIT AGREEMENT dated as of July 10, 2019 among GERMANTOWN FUNDING LLC, as Borrower, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Sole Lead Arranger GOLDMAN SACHS BANK USA, as Administrative Agent and Calculation Agent WELLS FARGO BANK, NATIONAL...Credit Agreement • July 16th, 2019 • FS Investment Corp III • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
ContractLoan Financing and Servicing Agreement • March 11th, 2016 • FS Investment Corp III • New York
AMENDMENT NO. 3 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of May 1, 2015 (this “Amendment”), among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), FS Investment Corporation III, a Maryland corporation (the “Investment Manager”), Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”), and Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”).
SPECIAL CUSTODY AND PLEDGE AGREEMENTSpecial Custody and Pledge Agreement Agreement • October 23rd, 2014 • FS Investment Corp III • New York
AGREEMENT (hereinafter “Agreement”), dated as of October 17, 2014, among State Street Bank and Trust Company, a Massachusetts trust company, in its capacity as custodian hereunder (“Custodian”), Burholme Funding LLC (the “Fund”), and BNP Paribas Prime Brokerage, Inc. (the “Counterparty”).
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION III AND FS/KKR ADVISOR, LLCAdministrative Services Agreement • April 9th, 2018 • FS Investment Corp III • New York
This Investment Advisory and Administrative Services Agreement (this “Agreement”) is made this 9th day of April, 2018, by and between FS INVESTMENT CORPORATION III, a Maryland corporation (the “Corporation”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).
FS INVESTMENT CORPORATION III Up to 400,000,000 Shares of Common Stock, $0.001 par value per share DEALER MANAGER AGREEMENT December 20, 2013Selected Dealer Agreement • March 31st, 2014 • FS Investment Corp III • Delaware
FS Investment Corporation III, a Maryland corporation (the “Corporation”), has registered for public sale (the “Offering”) a maximum of 400,000,000 shares of its common stock, $0.001 par value per share (the “Common Stock”), 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 1.1 below.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 24th, 2015 • FS Investment Corp III • New York
THIS REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of June 18, 2015, between FS Investment Corporation III, a Maryland corporation (together with its successors and permitted assigns, the “Lender”), and Society Hill Funding LLC, a Delaware limited liability company (the “Borrower”).
ESCROW AGREEMENTEscrow Agreement • March 31st, 2014 • FS Investment Corp III • Missouri
This Escrow Agreement (this “Agreement”) made and entered into as of this 9th day of January, 2014 by and among FS Investment Corporation III, a Maryland corporation (the “Corporation”), UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), and FS² Capital Partners, LLC, a Delaware limited liability company (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”).
SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION III, as Seller and DUNLAP FUNDING LLC, as Purchaser Dated as of December 2, 2014Sale and Contribution Agreement • December 8th, 2014 • FS Investment Corp III • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of December 2, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation III, a Maryland corporation, as seller (in such capacity, the “Seller”) and Dunlap Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • October 22nd, 2014 • FS Investment Corp III • Delaware
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 20th day of December, 2013, by and between FS INVESTMENT CORPORATION III, a Maryland corporation (the “Company”), and FRANKLIN SQUARE HOLDINGS, L.P., a Pennsylvania limited partnership (“FSH”).
August 13, 2015 CHESTNUT HILL 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 • August 14th, 2015 • FS Investment Corp III • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of August 13, 2015, among CHESTNUT HILL 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”).
CHESTNUT HILL FUNDING LLC as Company and FS INVESTMENT CORPORATION III as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of August 13, 2015Collateral Management Agreement • August 14th, 2015 • FS Investment Corp III • New York
COLLATERAL MANAGEMENT AGREEMENT, dated as of August 13, 2015 (this “Agreement”), between CHESTNUT HILL FUNDING LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION III, a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”).
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FSIC III ADVISOR, LLC AND GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLCInvestment Sub-Advisory Agreement • March 31st, 2014 • FS Investment Corp III • New York
THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) made this 2nd day of January, 2014, by and between FSIC III ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC, a Delaware limited liability company (the “Sub-Adviser”).
BURHOLME FUNDING LLC, as Company and FS INVESTMENT CORPORATION III, as Investment Manager INVESTMENT MANAGEMENT AGREEMENT Dated as of October 17, 2014Investment Management Agreement • October 23rd, 2014 • FS Investment Corp III • New York
INVESTMENT MANAGEMENT AGREEMENT, dated as of October 17, 2014 (this “Agreement”), between BURHOLME FUNDING LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION III, a Maryland corporation, as investment manager (in such capacity, the “Investment Manager”).
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, The LENDERS Party Hereto and JPMORGAN...Senior Secured • August 14th, 2018 • FS Investment Corp III • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this “Agreement”), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a “Borrower” hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.
AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION III, as Seller and GERMANTOWN FUNDING LLC, as Purchaser Dated as of June 18, 2015Sale and Contribution Agreement • June 24th, 2015 • FS Investment Corp III • New York
This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of June 18, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation III, a Maryland corporation, as seller (in such capacity together with successors and permitted assigns, the “Seller”) and Germantown Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT dated as of June 18, 2015 BY AND BETWEEN GERMANTOWN FUNDING LLC, a Delaware limited liability company AND FS INVESTMENT CORPORATION III, a Maryland corporationInvestment Management Agreement • June 24th, 2015 • FS Investment Corp III • New York
This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of June 18, 2015 is made by and between GERMANTOWN FUNDING LLC (the “Company”), a Delaware limited liability company and FS INVESTMENT CORPORATION III (together with its successors and permitted assigns, the “Investment Manager”), a Maryland corporation. 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 April 28, 2015 (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 Investment Corporation III and Germantown 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
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • June 24th, 2015 • FS Investment Corp III • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of June 18, 2015 (as the same may be amended from time to time in accordance with the terms hereof (this “Agreement”) is entered into by and among Germantown Funding LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), FS Investment Corporation III, a corporation organized under the laws of the State of Maryland, 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”).
SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION III, as Seller and JEFFERSON SQUARE FUNDING LLC, as Purchaser Dated as of May 8, 2015Sale and Contribution Agreement • May 14th, 2015 • FS Investment Corp III • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of May 9, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation III, a Maryland corporation, as seller (in such capacity, the “Seller”) and Jefferson Square Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
Germantown Funding LLC, ISSUER AND CitiBANK, N.A., TRUSTEE INDENTURE Dated as of June 18, 2015 COLLATERALIZED LOAN OBLIGATIONSIndenture • June 24th, 2015 • FS Investment Corp III • New York
INDENTURE, dated as of June 18, 2015, between Germantown 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”).
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • May 14th, 2015 • FS Investment Corp III • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of May 8, 2015 (this “Agreement”), is entered into by and among JEFFERSON SQUARE FUNDING LLC, a Delaware limited liability company (the “Company”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”), FS INVESTMENT CORPORATION III, a Maryland corporation, as investment manager (the “Investment Manager”) and VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator”).
INVESTMENT MANAGEMENT AGREEMENT dated as of December 2, 2014 BY AND BETWEEN DUNLAP FUNDING LLC, a Delaware limited liability company AND FS INVESTMENT CORPORATION III, a Maryland corporationInvestment Management Agreement • December 8th, 2014 • FS Investment Corp III • New York
This Investment Management Agreement (the “Agreement”), dated as of December 2, 2014, is made by and between DUNLAP FUNDING LLC (the “Company”), a Delaware limited liability company and FS INVESTMENT CORPORATION III (the “Investment Manager”), a Maryland corporation. Reference is made to that certain Loan Financing and Servicing Agreement, dated as of the date hereof, among the Company, the lenders (the “Lenders”) and agents (the “Agents”) referred to therein, Deutsche Bank AG, New York Branch, as administrative agent and arranger (the “Administrative Agent”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”) (as the same may be amended from time to time, the “LFSA”). 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 the date hereof (as the same may be amended from time to
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN FS INVESTMENT CORPORATION III AND FSIC III ADVISOR, LLCInvestment Advisory And • December 23rd, 2013 • FS Investment Corp III • New York
Pre-Incentive Fee Net Investment Income exceeds the preferred return rate, but does not fully satisfy the “catch-up” provision, therefore the Subordinated Incentive Fee on Income is 0.20%.
ISDA International Swaps and Derivatives Association, Inc. dated as of June 26, 2014 Citibank, N.A. and Center City Funding LLCMaster Agreement • July 2nd, 2014 • FS Investment Corp III • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.
AGREEMENT AND PLAN OF MERGER among FS INVESTMENT CORPORATION II, NT ACQUISITION 1, INC., NT ACQUISITION 2, INC., NT ACQUISTION 3, INC., CORPORATE CAPITAL TRUST II, FS INVESTMENT CORPORATION III, FS INVESTMENT CORPORATION IV and FS/KKR ADVISOR, LLC...Agreement and Plan of Merger • June 3rd, 2019 • FS Investment Corp III • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2019 (this “Agreement”), among Corporate Capital Trust II, a Delaware statutory trust (“CCT II”), FS Investment Corporation III, a Maryland corporation (“FSIC III”), FS Investment Corporation IV, a Maryland corporation (“FSIC IV”), FS Investment Corporation II, a Maryland corporation (“FSIC II”), NT ACQUISITION 1, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC II (“Merger Sub 1”), NT ACQUISITION 2, Inc., a Delaware corporation and wholly-owned direct Consolidated Subsidiary of FSIC II (“Merger Sub 2”), NT ACQUISITION 3, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC II (“Merger Sub 3”) and FS/KKR Advisor, LLC, a Delaware limited liability company (the “Joint Advisor”).
INVESTMENT MANAGEMENT AGREEMENT dated as of May 8, 2015 BY AND BETWEEN JEFFERSON SQUARE FUNDING LLC, a Delaware limited liability company ANDInvestment Management Agreement • May 14th, 2015 • FS Investment Corp III • New York
This Investment Management Agreement (the “Agreement”), dated as of May 8, 2015, is made by and between JEFFERSON SQUARE FUNDING LLC (the “Company”), a Delaware limited liability company, and FS INVESTMENT CORPORATION III (the “Investment Manager”), a Maryland corporation. Reference is made to that certain Loan Agreement, dated as of the date hereof, among the Company, the lenders (the “Lenders”) and agents (the “Agents”) referred to therein, JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”), Citibank, N.A., as collateral agent (the “Collateral Agent”), and Virtus Group, LP, as collateral administrator (the “Collateral Administrator”) (as the same may be amended from time to time, the “Loan Agreement”). Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Amended and Restated Limited Liability Company Agreement of the Company dated as of the date hereof (
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 17th, 2019 • FS Investment Corp III • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of December 13, 2019, by and among GERMANTOWN FUNDING LLC, as borrower (the “Borrower”); GOLDMAN SACHS BANK USA (“GS Bank”), as sole lead arranger (the “Arranger”), as sole lender (the “Lender”) and as administrative agent (the “Administrative Agent”); FS INVESTMENT CORPORATION III, as equity owner and investment manager (the “Investment Manager”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral administrator (the “Collateral Administrator”) and as collateral agent (the “Collateral Agent”).
FS Investment Corporation III 8-KFS Investment Corp III • June 24th, 2015 • New York
ContractInvestment Management Agreement • March 11th, 2016 • FS Investment Corp III • New York
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2015 (this “Amendment”), between Dunlap Funding LLC, a Delaware limited liability company (the “Company”), and FS Investment Corporation III, as investment manager (the “Investment Manager”).
ContractLoan Financing and Servicing Agreement • March 11th, 2016 • FS Investment Corp III • New York
AMENDMENT NO. 5 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of October 8, 2015 (this “Amendment”), among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • September 14th, 2015 • FS Investment Corp III • New York
This AMENDMENT NO. 1 TO LOAN AGREEMENT, dated as of September 8, 2015 (this “Amendment”), among JEFFERSON SQUARE FUNDING LLC, a Delaware limited liability company, as borrower (the “Company”); the Financing Providers party hereto; CITIBANK, N.A. (“Citibank”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”); VIRTUS GROUP, LP, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); Citibank, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”), amends the Loan Agreement, dated as of May 8, 2015 (the “Loan Agreement”), among the Company, the Financing Providers party thereto, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Administrative Agent.
ContractLoan Financing and Servicing Agreement • May 11th, 2017 • FS Investment Corp III • New York
AMENDMENT NO. 8 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of April 5, 2017 (this “Amendment”), among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”), each Agent party hereto (each, an “Agent” and collectively, the “Agents”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”).
