0001193125-15-013401 Sample Contracts

TENDER OFFER AND STANDSTILL AGREEMENT
Tender Offer and Standstill Agreement • January 16th, 2015 • Pimco Corporate & Income Opportunity Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 13th day of January, 2015, by and among PIMCO Corporate & Income Opportunity Fund (“PTY” or the “Fund”), Pacific Investment Management Company LLC (“PIMCO”), Allianz Global Investors Fund Management LLC (“AGIFM” and, together with PTY and PIMCO, the “Fund Parties”) and Brigade Capital Management, LP (“Brigade Capital”), Brigade Leveraged Capital Structures Fund Ltd. (“Brigade Fund”) and Donald E. Morgan, III (“Morgan” and, together with Brigade Capital and Brigade Fund, the “Brigade Parties”).

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