FORM OF UNDERWRITING AGREEMENT] Fifth Street Finance Corp. Common Stock, $0.01 par value per shareUnderwriting Agreement • June 6th, 2008 • Fifth Street Finance Corp • New York
On January 2, 2008, Fifth Street Mezzanine Partners III, L.P., a Delaware limited partnership (the "Limited Partnership"), merged with and into the Company pursuant to a certificate of merger filed with the Secretary of State of the State of Delaware in accordance with Section 263 of the General Corporation Law of the State of Delaware (as amended, the "DGCL") and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (as amended, the "Delaware LP Act"). At such time, the partnership interests of the Limited Partnership were exchanged for 12,480,998 shares of Stock of the Company, pursuant to the Agreement and Plan of Merger dated as of January 2, 2008 (the "Merger Agreement"), between the Company and the Limited Partnership. Such merger, as further described in the Pricing Prospectus (as defined below) under the heading "Merger; Business Development Company and Regulated Investment Company Elections" is hereinafter referred to as the "Merger".
CUSTODIAL AGREEMENT For Fifth Street Finance Corp ("Customer")Custodial Agreement • June 6th, 2008 • Fifth Street Finance Corp
The Customer wishes to establish a Custodial Account (the "Account") with Bank of America, N.A. (the "Bank") under this Custodial Agreement (the "Agreement"), and the Bank has agreed to perform such services in accordance with the terms and conditions of the Agreement. Schedules A through C are attached hereto and made a part of this Agreement.
CREDIT AGREEMENT DATED AS OF JANUARY 15, 2008, AMONG FIFTH STREET FINANCE CORP., THE LENDERS FROM TIME TO TIME PARTIES HERETO, AND BANK OF MONTREAL, AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNERCredit Agreement • June 6th, 2008 • Fifth Street Finance Corp • Illinois
This Credit Agreement is entered into as of January 15, 2008, by and among FIFTH STREET FINANCE CORP., a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
FIRST AMENDMENT TO GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • June 6th, 2008 • Fifth Street Finance Corp • Illinois
This First Amendment to Guarantee and Security Agreement (herein, the "Amendment") is entered into as of May 1, 2008, by and among FIFTH STREET FINANCE CORP., a Delaware corporation (the "Borrower"), and BANK OF MONTREAL, as Agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 6th, 2008 • Fifth Street Finance Corp • Illinois
This First Amendment to Credit Agreement (herein, the "Amendment") is entered into as of May 1, 2008, by and among FIFTH STREET FINANCE CORP., a Delaware corporation (the "Borrower"), the several financial institutions party to this Amendment, as Lenders, and BANK OF MONTREAL, as Administrative Agent.
GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • June 6th, 2008 • Fifth Street Finance Corp • Illinois
GUARANTEE AND SECURITY AGREEMENT dated as of January 15, 2008, among FIFTH STREET FINANCE CORP., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), each entity that becomes a "GUARANTOR" after the date hereof pursuant to Section 5.4 hereof (collectively, the "Guarantors" and, together with the Borrower, the "Obligors"), and BANK OF MONTREAL, as administrative agent under the Credit Agreement for the Secured Parties referred to below (in such capacity, together with its successors in such capacity, the "Agent").
