PURCHASE AND SALE AGREEMENT by and between WAYNE FUNDING LLC, as the Purchaser and FS ENERGY AND POWER FUND, as the Seller Dated as of September 9, 2014Purchase and Sale Agreement • September 15th, 2014 • FS Energy & Power Fund
THIS PURCHASE AND SALE AGREEMENT, dated as of September 9, 2014, by and between FS ENERGY AND POWER FUND, a Delaware statutory trust, as the seller (the “Seller”) and WAYNE FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
THIS REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of September 11, 2014, between FS Energy and Power Fund, a Delaware statutory trust (the “Lender”), and Strafford Funding LLC, a Delaware limited liability company (the “Borrower”).
WAYNE FUNDING LLC as Company and FS ENERGY AND POWER FUND as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of September 9, 2014Collateral Management Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
COLLATERAL MANAGEMENT AGREEMENT, dated as of September 9, 2014 (this “Agreement”), between WAYNE FUNDING LLC, a Delaware limited liability company (the “Company”), and FS ENERGY AND POWER FUND, a Delaware statutory trust, as collateral manager (in such capacity, the “Collateral Manager”).
AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT between FS ENERGY AND POWER FUND, as Seller and GLADWYNE FUNDING LLC, as Purchaser Dated as of September 11, 2014Sale and Contribution Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT, dated as of September 11, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Energy and Power Fund, a Delaware statutory trust, as seller (in such capacity, the “Seller”) and Gladwyne Funding LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT dated as of September 11, 2014 BY AND BETWEEN GLADWYNE FUNDING LLC, a Delaware limited liability company AND FS ENERGY AND POWER FUND, a Delaware statutory trustInvestment Management Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This Amended and Restated Investment Management Agreement (the “Agreement”), dated as of September 11, 2014 is made by and between GLADWYNE FUNDING LLC (the “Company”), a Delaware limited liability company and FS ENERGY AND POWER FUND (the “Investment Manager”), a Delaware statutory trust. Unless otherwise specified, capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Limited Liability Company Agreement of the Company dated as of May 19, 2014 (as the same may be amended from time to time, the “Operating Agreement”), or if not defined therein, shall have the meanings given to them in the Amended and Restated Sale and Contribution Agreement dated as of the date hereof by and among FS Energy and Power Fund and Gladwyne Funding LLC (as the same may be amended from time to time, the “Sale and Contribution Agreement”), or if not defined therein, shall have the meanings given to them in the Indenture dated as of September 11, 2014 by
U.S. $200,000,000 LOAN AND SERVICING AGREEMENT Dated as of September 9, 2014 Among WAYNE FUNDING LLC, as the Borrower WELLS FARGO SECURITIES, LLC, as the Administrative Agent EACH OF THE CONDUIT LENDERS AND INSTITUTIONAL LENDERS FROM TIME TO TIME...Loan and Servicing Agreement • September 15th, 2014 • FS Energy & Power Fund
THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of September 9, 2014, among:
COLLATERAL ADMINISTRATION AGREEMENTCollateral Administration Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
This COLLATERAL ADMINISTRATION AGREEMENT, dated as of September 11, 2014 (as the same may be amended from time to time in accordance with the terms hereof (this “Agreement”) is entered into by and among Gladwyne Funding LLC, a limited liability company organized under the laws of the State of Delaware, as issuer (the “Issuer”), FS Energy and Power Fund, a statutory trust organized under the laws of the State of Delaware, in its capacity as investment manager under the Investment Management Agreement referred to below (in such capacity, together with its successors in such capacity, the “Investment Manager”) and Virtus Group, LP, a limited partnership organized under the laws of the State of Texas, as collateral administrator (the “Collateral Administrator”).
GLADWYNE FUNDING LLC, ISSUER AND CITIBANK, N.A., TRUSTEE INDENTURE Dated as of September 11, 2014 COLLATERALIZED LOAN OBLIGATIONSIndenture • September 15th, 2014 • FS Energy & Power Fund • New York
INDENTURE, dated as of September 11, 2014, between Gladwyne Funding LLC, a newly-formed Delaware limited liability company (the “Issuer”), and Citibank, N.A., a national banking association, organized and existing under the laws of United States of America, as trustee (the “Trustee”).
Master RepurchaseFS Energy & Power Fund • September 15th, 2014 • New York
September 9, 2014 WAYNE FUNDING LLC, as Pledgor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent on behalf of the Secured Parties and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • September 15th, 2014 • FS Energy & Power Fund • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of September 9, 2014, among WAYNE FUNDING LLC (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as Collateral Agent on behalf of the Secured Parties to the Loan Agreement defined below (in such capacity, the “Secured Party”) and as securities intermediary (in such capacity, the “Securities Intermediary”).
RULE 144A GLOBAL NOTE GLADWYNE FUNDING LLC FLOATING RATE SECURED NOTE, DUE 2024Rule 144a Global Note • September 15th, 2014 • FS Energy & Power Fund
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH NOTE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT AND THAT (U) IS A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT, (V) WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE PURCHASER IS A QUALIFIED PURCHASER), (W) UNDERS
