KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. CREDIT AGREEMENT Dated as of January 20, 2011 JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., As Syndication Agent, and THE SEVERAL BANKS FROM TIME TO TIME PARTIES HERETOCredit Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
THIS CREDIT AGREEMENT, dated as of January 20, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among (i) KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation, registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”); (ii) the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”); (iii) Citibank, N.A. (“Citibank”) as syndication agent for the Lenders hereunder (the “Syndication Agent”); and (iv) JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent for the Lenders hereunder (the “Administrative Agent”),
SALES AGREEMENTSales Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership and the parent of the Adviser (“KACALP”) (solely with respect to Section 6(b)(v), Section 6(b)(vii), Section 7(l), Section 9 and Section 10), confirm their agreement (this “Agreement”) with [-]. (“[-]” and together with the Fund, the Adviser and KACALP, the “Parties” each individually a “Party”), as follows:
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. $55,000,000 3.93% Series A Senior Unsecured Notes due March 3, 2016 $60,000,000 4.62% Series B Senior Unsecured Notes due March 3, 2018 NOTE PURCHASE AGREEMENT Dated March 3, 2011Note Purchase Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. (a Maryland corporation) [-] Shares of Common Stock ($0.001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc. • New York
The undersigned, Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”), KA Fund Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Kayne Anderson Capital Advisors, L.P., a California limited partnership, parent of the Adviser (“KACALP”) (solely with respect to Section 2(b), Section 2(e), Section 7(j), Section 9 and Section 12 hereof), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (herein collectively called the “Underwriters”). The Fund proposes to sell to the Underwriters [-] shares of Common Stock, par value $0.001 per share (“Common Stock”) of the Fund (said shares to be issued and sold by the Fund being hereinafter called the “Underwritten Securities”). The Fund also proposes to grant to the Underwriters an option to purchase up to [-] additional shares of Common Stock to cover overallotments (the “Option Securities,” together with the Unde
FIRST AMENDMENT TO KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. ADMINISTRATION AGREEMENTAdministration Agreement • April 29th, 2013 • Kayne Anderson Midstream/Energy Fund, Inc.
WHEREAS, Kayne Anderson Midstream/Energy Fund, Inc., a Maryland corporation (the “Fund”) and Ultimus Fund Solutions, LLC (the “Administrator”), an Ohio limited liability company, have entered into an Administration Agreement as of October 19, 2010 (the “Agreement”); and
