THIRD AMENDMENT AGREEMENT
AMENDMENT AGREEMENT ("AMENDMENT") dated as of October 21, 2013 to the Committed
Facility Agreement, including Appendix B thereto, dated February 2, 2010 between
BNP Paribas Prime Brokerage, Inc. ("BNPP PB, INC.") and First Trust Specialty
Finance and Financial Opportunities Fund ("CUSTOMER").
WHEREAS, BNPP PB, Inc. and Customer previously entered into a Committed Facility
Agreement, including Appendix B thereto, dated as of February 2, 2010 (as
amended from time to time, the "AGREEMENT");
WHEREAS, the parties hereto desire to amend the Financing Rate (as defined in
the Agreement) and amend the Agreement as provided herein;
NOW THEREFORE, in consideration of the mutual agreements provided herein, the
parties agree to amend the Agreement as follows:
1. AMENDMENT TO "FINANCING RATE"
Appendix B of the Agreement is hereby amended by replacing the current
Customer Debit Rate "3M LIBOR + 80 bps" with "1M LIBOR + 70 bps".
2. REPRESENTATIONS
Each party represents to the other party that all representations
contained in the Agreement are true and accurate as of the date of this
Amendment and that such representations are deemed to be given or repeated
by each party, as the case may be, on the date of this Amendment.
3. MISCELLANEOUS
(A) DEFINITIONS. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings specified for such
terms in the Agreement.
(B) ENTIRE AGREEMENT. This Amendment constitutes the entire agreement
and understanding of the parties with respect to its subject matter
and supersedes all oral communications and prior writings (except as
otherwise provided herein) with respect thereto.
(C) COUNTERPARTS. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which
will be deemed an original.
(D) HEADINGS. The headings used in this Amendment are for convenience of
reference only and are not to affect the construction of or to be
taken into consideration in interpreting this Amendment.
(E) GOVERNING LAW. This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without reference
to choice of law doctrine).
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IN WITNESS WHEREOF the parties have executed this Amendment with effect from the
first date specified on the first page of this Amendment.
BNP PARIBAS PRIME BROKERAGE, INC.
/s/ X. Xxxxxxx Xxx
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Name: X. Xxxxxxx Yeo
Title: Chief Executive Officer
/s/ Raphael Masgnaux
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Name: Raphael Masgnaux
Title: Managing Director
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES FUND
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer and CFO
