AUCTION RATE SENIOR NOTES $_______ SERIES A, DUE _______ $_______ SERIES B, DUE _______ $_______ SERIES C, DUE _______ ($25,000 Denominations) KAYNE ANDERSON MLP INVESTMENT COMPANY FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2005 • Kayne Anderson MLP Investment CO • New York
Kayne Anderson MLP Investment Company, a Maryland corporation (the “Company”), proposes to, subject to the terms and conditions stated herein, issue and sell to Lehman Brothers Inc., Citigroup Global Markets Inc. and UBS Securities LLC (each an “Underwriter and, together the “Underwriters”) $___, $___and $___aggregate principal amount of auction rate senior notes Series A, Series B and Series C, respectively (collectively, the “Kayne Notes”). The Kayne Notes will be issued pursuant to the provisions of an indenture (the “Base Indenture”) to be dated as of ___, 2005 between the Company and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a supplemental indenture between the Company and the Trustee, to be dated ___, 2005 (the “Supplemental Indenture”), and together with the Base Indenture, the “Indenture”). The Company and the Company’s investment adviser, Kayne Anderson Capital Advisors, LP, a California limited partnership (the “I
FORM OF BROKER-DEALER AGREEMENTBroker-Dealer Agreement • March 16th, 2005 • Kayne Anderson MLP Investment CO • New York
We are a Broker-Dealer for (the [“Purchaser”]/[“Seller”]), which [purchased]/[sold] Kayne Notes of in the Auction held on from the [purchaser]/[seller] of such Kayne Notes.
AUCTION AGENCY AGREEMENT dated as of [__________], 2005 relating to the AUCTION RATE SENIOR NOTES $______ SERIES A, DUE __________ $______ SERIES B, DUE __________ $______ SERIES C, DUE __________ The Bank of New York as Auction AgentAuction Agency Agreement • March 16th, 2005 • Kayne Anderson MLP Investment CO • New York
This Auction Agency Agreement (this “Agreement”), dated as of March [___], 2005, is between Kayne Anderson MLP Investment Company (the “Company”), The Bank of New York, and The Bank of New York Trust Company, N.A.
FORM OF SUPPLEMENTAL INDENTURE OF TRUSTSupplemental Indenture of Trust • March 16th, 2005 • Kayne Anderson MLP Investment CO
THIS SUPPLEMENTAL INDENTURE OF TRUST (this “Supplemental Indenture”) dated as of [___], 2005, is by and between KAYNE ANDERSON MLP INVESTMENT COMPANY, a Maryland corporation (the “Issuer”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association duly organized and operating under the laws of the United States of America (together with its successors, the “Trustee”), as trustee hereunder (all capitalized terms used in these preambles, recitals and granting clauses shall have the same meanings assigned thereto in Article I hereof);
