PURCHASE AND SALE AGREEMENT by and between WISSAHICKON CREEK LLC, as the Purchaser and FS INVESTMENT CORPORATION II, as the Seller Dated as of February 19, 2014Purchase and Sale Agreement • February 25th, 2014 • FS Investment Corp II
THIS PURCHASE AND SALE AGREEMENT, dated as of February 19, 2014, by and between FS INVESTMENT CORPORATION II, a Maryland corporation, as the seller (the “Seller”) and WISSAHICKON CREEK LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).
LOAN FINANCING AND SERVICING AGREEMENT dated as of February 20, 2014 DARBY CREEK LLC as Borrower THE LENDERS FROM TIME TO TIME PARTIES HERETO, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent THE OTHER AGENTS PARTIES HERETO, and WELLS FARGO...Loan Financing and Servicing Agreement • February 25th, 2014 • FS Investment Corp II • New York
THIS LOAN FINANCING AND SERVICING AGREEMENT is made and entered into as of February 20, 2014, among DARBY CREEK LLC, a Delaware limited liability company (the “Borrower”), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, an “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and Collateral Custodian (each as hereinafter defined), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
SALE AND CONTRIBUTION AGREEMENT between FS INVESTMENT CORPORATION II, as Seller and DARBY CREEK LLC, as Purchaser Dated as of February 20, 2014Sale and Contribution Agreement • February 25th, 2014 • FS Investment Corp II • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of February 20, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between FS Investment Corporation II, a Maryland corporation, as seller (in such capacity, the “Seller”) and Darby Creek LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
February 20, 2014 DARBY CREEK LLC, as Pledgor WELLS FARGO BANK, NATIONAL ASSOCIATION, as Secured Party and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • February 25th, 2014 • FS Investment Corp II • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of February 20, 2014, among DARBY CREEK LLC (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent on behalf of the Secured Parties (each as defined in the Loan Agreement referred to below) (in such capacity, the “Secured Party”) and as securities intermediary (in such capacity, the “Securities Intermediary”).
WISSAHICKON CREEK LLC as Company and FS INVESTMENT CORPORATION II as Collateral Manager COLLATERAL MANAGEMENT AGREEMENT Dated as of February 19, 2014Collateral Management Agreement • February 25th, 2014 • FS Investment Corp II • New York
COLLATERAL MANAGEMENT AGREEMENT, dated as of February 19, 2014 (this “Agreement”), between WISSAHICKON CREEK LLC, a Delaware limited liability company (the “Company”), and FS INVESTMENT CORPORATION II, a Maryland corporation, as collateral manager (in such capacity, the “Collateral Manager”).
U.S. $250,000,000 LOAN AND SERVICING AGREEMENT Dated as of February 19, 2014 Among WISSAHICKON CREEK 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 • February 25th, 2014 • FS Investment Corp II
THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of February 19, 2014, among:
INVESTMENT MANAGEMENT AGREEMENT dated as of February 20, 2014 BY AND BETWEEN DARBY CREEK LLC, a Delaware limited liability company AND FS INVESTMENT CORPORATION II, a Maryland corporationInvestment Management Agreement • February 25th, 2014 • FS Investment Corp II • New York
This Investment Management Agreement (the “Agreement”), dated as of February 20, 2014, is made by and between DARBY CREEK LLC (the “Company”), a Delaware limited liability company and FS INVESTMENT CORPORATION II (the “Investment Manager”), a Maryland corporation. Reference is made to that certain Loan Financing and Servicing Agreement, dated as of the date hereof, among the Company, the lenders (the “Lenders”) and agents (the “Agents”) referred to therein, Deutsche Bank AG, New York Branch, as administrative agent and arranger (the “Administrative Agent”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”) (as the same may be amended from time to time, the “LFSA”). 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 the date hereof (as the same may be amended from time to tim
February 19, 2014 WISSAHICKON CREEK 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 AGREEMENTControl Agreement • February 25th, 2014 • FS Investment Corp II • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of February 19, 2014, among WISSAHICKON CREEK 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”).
