FS Investment CORP Sample Contracts

FS KKR Capital Corp – FOURTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (CCT Tokyo Funding LLC) (February 28th, 2019)
FS KKR Capital Corp – COMMITMENT INCREASE AGREEMENT November 8, 2018 (February 28th, 2019)
FS KKR Capital Corp – COMMITMENT INCREASE AGREEMENT November 8, 2018 (February 28th, 2019)
FS KKR Capital Corp – FSK Reports Fourth Quarter and Annual 2018 Financial Results and Declares Regular Distribution for First Quarter (February 27th, 2019)

PHILADELPHIA, PA, February 27, 2019 – FS KKR Capital Corp. (NYSE: FSK), formerly FS Investment Corporation, a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter and year ended December 31, 2018, and that its board of directors has declared its first quarter 2019 regular distribution.

FS KKR Capital Corp – INVESTMENT ADVISORY AGREEMENT BETWEEN FS KKR CAPITAL CORP. AND FS/KKR ADVISOR, LLC (December 28th, 2018)

This Investment Advisory Agreement (this “Agreement”) made this 20th day of December, 2018, by and between FS KKR CAPITAL CORP., a Maryland corporation (the “Company”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

FS KKR Capital Corp – FS INVESTMENT CORPORATION Articles of Amendment (December 19th, 2018)

FS Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:

FS KKR Capital Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (December 19th, 2018)

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the combination by a merger and related transactions (the “Merger”) of FS Investment Corporation (“FSIC”) and Corporate Capital Trust, Inc. (“CCT”) been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed consolidated financial information, the allocation of the pro forma purchase price reflected in the unaudited pro forma condensed consolidated financial information involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger. Following the

FS Investment CORP – FS INVESTMENT CORPORATION ARTICLES OF AMENDMENT (December 3rd, 2018)

FS Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FS Investment CORP – FSIC Reports Third Quarter 2018 Financial Results and Declares Special and Regular Distribution for Fourth Quarter (November 7th, 2018)

PHILADELPHIA, PA, November 7, 2018 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended September 30, 2018, and that its board of directors has declared a special distribution and its fourth quarter 2018 regular distribution.

FS Investment CORP – FSIC Reports Second Quarter 2018 Financial Results and Declares Regular Distribution for Third Quarter (August 9th, 2018)

PHILADELPHIA, PA, August 9, 2018 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended June 30, 2018, and that its board of directors has declared its third quarter 2018 regular distribution.

FS Investment CORP – SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent ING CAPITAL LLC, as Collateral Agent ING CAPITAL LLC, as Syndication Agent BANK OF MONTREAL and SUNTRUST BANK, as Documentation Agents JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC, BMO CAPITAL MARKETS CORP. and SUNTRUST ROBINSON HUMPHREY INC., as Joint Bookrunners and Joint Lead Arrangers (August 9th, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this “Agreement”), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a “Borrower” hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

FS Investment CORP – AGREEMENT AND PLAN OF MERGER among FS INVESTMENT CORPORATION, IC ACQUISITION, INC., CORPORATE CAPITAL TRUST, INC. and FS/KKR ADVISOR, LLC Dated as of July 22, 2018 (July 23rd, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2018 (this “Agreement”), among Corporate Capital Trust, Inc., a Maryland corporation (“CCT”), FS Investment Corporation, a Maryland corporation (“FSIC”), IC Acquisition, Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of FSIC (“Merger Sub”) and FS/KKR Advisor, LLC, a Delaware limited liability company (the “Joint Advisor”).

FS Investment CORP – FS/KKR Announces Agreement to Merge FS Investment Corporation and Corporate Capital Trust Combination of FSIC and CCT to Create Second Largest Publicly- Traded BDC (July 23rd, 2018)

PHILADELPHIA, PA, and NEW YORK, NY – July 23, 2018 – FS/KKR Advisor, LLC, a partnership between FS Investments and KKR Credit Advisors (US) LLC (FS/KKR), today announced that FS Investment Corporation (NYSE: FSIC) and Corporate Capital Trust, Inc. (NYSE: CCT) have entered into a definitive agreement under which FSIC and CCT will be merged. The combined company will have on a pro-forma basis over $8 billion in assets invested in 221 portfolio companies across 23 industries as of March 31, 2018. The Boards of Directors of both FSIC and CCT have approved the transaction, with the participation throughout by, and the unanimous support of, their respective independent directors.

FS Investment CORP – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BYLAWS OF FS INVESTMENT CORPORATION (July 23rd, 2018)

Pursuant to ARTICLE XV of the Second Amended and Restated Bylaws (the “Bylaws”) of FS Investment Corporation, a Maryland corporation (the “Corporation”), the Bylaws of the Corporation have been amended as follows:

FS Investment CORP – FSIC Reports First Quarter 2018 Financial Results and Declares Regular Distribution for Second Quarter (May 10th, 2018)

PHILADELPHIA, PA, May 10, 2018 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended March 31, 2018, and that its board of directors has declared its second quarter 2018 regular distribution.

FS Investment CORP – FS Investment Corporation (May 10th, 2018)

Reference is hereby made to the Senior Secured Revolving Credit Agreement, dated as of April 3, 2014 (as amended by that certain Amendment No. 1 and Waiver to Senior Secured Revolving Credit Agreement, dated as of May 6, 2016, and by that certain Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of March 16, 2017, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement), among FS INVESTMENT CORPORATION, a Maryland corporation (“us” or “we”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), and ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FS Investment CORP – INVESTMENT ADVISORY AGREEMENT BETWEEN FS INVESTMENT CORPORATION AND FS/KKR ADVISOR, LLC (April 9th, 2018)

This Investment Advisory Agreement (this “Agreement”) made this 9th day of April, 2018, by and between FS INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Adviser”).

FS Investment CORP – ADMINISTRATION AGREEMENT BETWEEN FS INVESTMENT CORPORATION AND FS/KKR ADVISOR, LLC (April 9th, 2018)

This Administration Agreement (this “Agreement”) is made this 9th day of April, 2018, by and between FS INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Administrator”).

FS Investment CORP – FSIC Reports Fourth Quarter and Annual 2017 Financial Results and Declares Regular Distribution for First Quarter (March 1st, 2018)

PHILADELPHIA, PA, March 1, 2018 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter and year ended December 31, 2017, and that its board of directors has declared its first quarter 2018 regular distribution.

FS Investment CORP – FSIC Reports Third Quarter 2017 Financial Results and Declares Regular Distribution for Fourth Quarter (November 9th, 2017)

PHILADELPHIA, PA, November 9, 2017 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended September 30, 2017, and that its board of directors has declared its fourth quarter 2017 regular distribution.

FS Investment CORP – FSIC Reports Second Quarter 2017 Financial Results and Declares Regular Distribution for Third Quarter (August 9th, 2017)

PHILADELPHIA, PA, August 9, 2017 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended June 30, 2017, that its board of directors has declared its third quarter 2017 regular distribution and that its investment adviser has agreed to a one-year waiver of a portion of the base management fee payable by FSIC commencing on October 1, 2017.

FS Investment CORP – FSIC Reports First Quarter 2017 Financial Results and Declares Regular Distribution for Second Quarter (May 10th, 2017)

PHILADELPHIA, PA, May 10, 2017 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended March 31, 2017, and announced that its board of directors has declared its second quarter 2017 regular distribution.

FS Investment CORP – AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (March 21st, 2017)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 3, 2014 (this “Agreement”), among FS INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.

FS Investment CORP – FSIC Reports Fourth Quarter and Annual 2016 Financial Results and Declares Regular Distribution for First Quarter (March 1st, 2017)

PHILADELPHIA, PA, March 1, 2017 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter and year ended December 31, 2016, and announced that its board of directors has declared its first quarter 2017 regular distribution.

FS Investment CORP – LOAN AND SECURITY AGREEMENT (December 20th, 2016)
FS Investment CORP – FSIC Reports Third Quarter 2016 Financial Results and Declares Regular Distribution for Fourth Quarter (November 9th, 2016)

PHILADELPHIA, PA, November 9, 2016 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended September 30, 2016, and announced that its board of directors has declared its fourth quarter 2016 regular distribution.

FS Investment CORP – LOAN AGREEMENT dated as of November 1, 2016 among LOCUST STREET FUNDING LLC the Financing Providers party hereto the Collateral Administrator, Collateral Agent and Securities Intermediary party hereto JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (November 2nd, 2016)

LOAN AGREEMENT dated as of November 1, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) among LOCUST STREET FUNDING LLC, a Delaware limited liability company, as borrower (the “Company”); the Financing Providers party hereto; Citibank, N.A. (“Citibank”), in its capacity as collateral agent (in such capacity, the “Collateral Agent”); Virtus Group, LP, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); Citibank, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”).

FS Investment CORP – FSIC Reports Second Quarter 2016 Financial Results and Declares Regular Distribution for Third Quarter (August 9th, 2016)

PHILADELPHIA, PA, August 9, 2016 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended June 30, 2016, and announced that its board of directors has declared its third quarter 2016 regular distribution.

FS Investment CORP – CODE OF BUSINESS CONDUCT AND ETHICS FRANKLIN SQUARE CAPITAL PARTNERS BDC CODE OF BUSINESS CONDUCT AND ETHICS CODE OF BUSINESS CONDUCT AND ETHICS (August 4th, 2016)

This Code has been adopted by the board of directors or trustee, as applicable, of the Company (the “Board”) in accordance with Rule 17j-l(c) under the Investment Company Act of 1940, as amended (the “1940 Act”), Item 406 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the May 9, 1994 Report of the Advisory Group on Personal Investing by the Investment Company Institute. Rule 17j-l generally describes fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by business development companies if effected by access persons of such companies.

FS Investment CORP – SECOND AMENDED AND RESTATED CONTROL AGREEMENT (May 9th, 2016)

This Second Amended and Restated Control Agreement (this “Agreement”), dated April 8, 2016, is by and among FS Investment Corporation (the “Borrower”), each subsidiary of the Borrower signatory hereto, each subsidiary of the Borrower that becomes a party hereto by executing a joinder to this Agreement (each a “Company” and, collectively with the Borrower, the “Companies”), ING Capital LLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the “Agent”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”). This Agreement amends and restates in its entirety that certain Amended and Restated Control Agreement, dated as of January 30, 2015, by and among the Borrower, the Companies, the Agent and the Custodian (the “Existing Agreement”), which in turn amended and restated in its entirety that certain Control Agreement, dated as of April 3, 2014 by and among

FS Investment CORP – FSIC Reports First Quarter 2016 Financial Results and Declares Regular Distribution for Second Quarter (May 9th, 2016)

PHILADELPHIA, PA, May 9, 2016 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended March 31, 2016, and announced that its board of directors has declared its second quarter 2016 regular distribution.

FS Investment CORP – FSIC Reports Fourth Quarter and Full Year 2015 Financial Results and Declares Regular Distribution for First Quarter (February 29th, 2016)

PHILADELPHIA, PA, February 29, 2016 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter and full year ended December 31, 2015, and announced that its board of directors has declared its first quarter 2016 regular distribution.

FS Investment CORP – TENTH AMENDMENT TO CREDIT AGREEMENT (December 16th, 2015)

THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 15, 2015 (together with all exhibits and schedules hereto, this “Tenth Amendment”), is entered into by and between BROAD STREET FUNDING LLC, a Delaware limited liability company (the “Borrower”), and DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”) as Administrative Agent (in such capacity, the “Administrative Agent”) and as a lender (DBNY and each other Lender party to the Credit Agreement from time to time, the “Lenders” and each a “Lender”). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement described below.

FS Investment CORP – FS Investment Corporation Reports Third Quarter 2015 Financial Results and Declares Regular Distribution for Fourth Quarter (November 9th, 2015)

PHILADELPHIA, PA, November 9, 2015 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended September 30, 2015, and announced that its board of directors has declared its fourth quarter 2015 regular distribution.

FS Investment CORP – FS Investment Corporation Reports Second Quarter 2015 Financial Results and Declares Regular Distribution for Third Quarter (August 10th, 2015)

PHILADELPHIA, PA, August 10, 2015 – FS Investment Corporation (NYSE: FSIC), a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies, announced its operating results for the quarter ended June 30, 2015, and declared its third quarter 2015 regular distribution.