Flat Rock Opportunity Fund Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • May 14th, 2018 • Flat Rock Opportunity Fund • Minnesota

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2018, by and between FLAT ROCK OPPORTUNITY FUND, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • May 14th, 2018 • Flat Rock Opportunity Fund • Colorado

THIS AGREEMENT is made as of April 26, 2018, between Flat Rock Opportunity Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 1st, 2023 • Flat Rock Opportunity Fund • New York

This Second Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of the 19th day of April, 2023, by and between Flat Rock Opportunity Fund, a Delaware Statutory Trust (the “Fund”), and Flat Rock Global, LLC, a Wyoming limited liability company (the “Adviser” or “Flat Rock Global”).

PRICING SERVICES AGREEMENT
Pricing Services Agreement • June 29th, 2018 • Flat Rock Opportunity Fund • Colorado

THIS AGREEMENT is made as of June 19, 2018, between FLAT ROCK OPPORTUNITY FUND, organized as a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL CREDIT AGREEMENT dated September 18, 2020...
Credit Agreement • May 9th, 2023 • Flat Rock Opportunity Fund • New York

This CREDIT AGREEMENT (this “Agreement”) is made as of September 18, 2020 (the “Closing Date”) among Flat Rock Opportunity Fund, a closed-end management investment company that has registered as an investment company under the Investment Company Act (the “Borrower”), as borrower, certain funds and accounts managed by Eagle Point Credit Management LLC (“Eagle Point”), as lenders (in such capacity, collectively, the “Lenders”) and Eagle Point as the administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Flat Rock Opportunity Fund a Delaware Statutory Trust
Rock Opportunity Fund • May 14th, 2018 • Flat Rock Opportunity Fund

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on February 12, 2018 and the entering into of a Declaration of Trust, dated as of February 12, 2018 (which Declaration of Trust is hereby amended and restated in its entirety);

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • Flat Rock Opportunity Fund

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 5, 2021 (this “Amendment”), among FLAT ROCK OPPORTUNITY FUND, a closed-end management investment company that is registered as an investment company under the Investment Company Act of 1940 (“Borrower”), as borrower, the Lenders party hereto and Eagle Point Credit Management LLC, as the administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

AMENDMENT NUMBER 1
Number 1 • April 30th, 2020 • Flat Rock Opportunity Fund

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • Flat Rock Opportunity Fund

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of August 16, 2021 (this “Amendment”), among FLAT ROCK OPPORTUNITY FUND, a closed-end management investment company that is registered as an investment company under the Investment Company Act of 1940 (“Borrower”), as borrower, the Lenders party hereto and Eagle Point Credit Management LLC, as the administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

FLAT ROCK OPPORTUNITY FUND SUBSCRIPTION AGREEMENT
Flat Rock Opportunity Fund • June 27th, 2018

The undersigned hereby tenders this subscription and applies for the purchase of the dollar amount of common shares of beneficial interest of Flat Rock Opportunity Fund, a Delaware Statutory Trust (the “Fund”), set forth below. If you have any questions, please call Flat Rock Global, LLC at 1-212-596-3421.

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • May 9th, 2023 • Flat Rock Opportunity Fund

This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 31, 2022 (this “Amendment”), among FLAT ROCK OPPORTUNITY FUND, a closed-end management investment company that is registered as an investment company under the Investment Company Act of 1940 (“Borrower”), as borrower, the Lenders party hereto and Eagle Point Credit Management LLC, as the administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

Amendment No. 2 to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • April 30th, 2021 • Flat Rock Opportunity Fund

This second amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of March 15, 2021 (“Amendment Effective Date”):

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