FS Energy and Power Fund 8-K 


 


Exhibit 10.1


 


Execution Version


 


 


 


 





 


 


 


FIRST SUPPLEMENTAL INDENTURE


 


 


Dated as of December 15, 2014


 


 


to the


 


 


INDENTURE


 


 


by and among


 


 


Gladwyne
Funding LLC,


as Issuer


 


 


and


 


 


Citibank,
N.A.,


as Trustee


 


 


Dated as of September 11, 2014


 


 





 


 




    	 



    	 



    

 


FIRST SUPPLEMENTAL
INDENTURE, dated as of December 15, 2014, between Gladwyne Funding LLC, a 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, not in its individual capacity but solely as trustee under the Indenture referred
to below (the “Trustee”).


 


Preliminary
statement


 


The Issuer and the Trustee
are parties to an Indenture, dated as September 11, 2014 (as amended, supplemented or otherwise modified from time to time, the
“Indenture”).


 


The Issuer has requested
that the Trustee enter into this Supplemental Indenture in order to amend the Indenture on the terms and conditions provided herein.
The consent of a Majority of Noteholders regarding the entry into this Supplemental Indenture, and any required Opinion of Counsel,
have been delivered to the Trustee.


 


Accordingly, in consideration
of the promises and the mutual agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1. Defined
Terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in
the Indenture.


 


Section 2. Amendments
to the Indenture. Effective upon the date hereof:


(a)


The definition of
“Maximum Principal Amount” shall be deleted in its entirety and replaced with the following:


“Maximum
Principal Amount”: $577,750,000.


(b)


The definition of
“Effective Date” shall be deleted in its entirety and replaced with the following:


“Effective
Date”: March 15, 2015.


(c)


The definition of
“Collateral Obligations” shall be deleted in its entirety and replaced with the following:


“Collateral
Obligation”: Means (a) with respect to any Loan or Bond originated by the Issuer or its Affiliates, that, at the time
it is purchased (or a commitment is made to purchase such obligation) by the Issuer, satisfies each of the following criteria:


(i)


it has been approved by a Majority
of the Noteholders in accordance with the procedures set forth in Section 12.2(a); and


(ii)


it does not cause the Aggregate Principal
Amount of the Collateral to consist of greater than 45% of Private Collateral Obligations (or, if such limit was out of compliance
prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance); and


(iii)


it does not cause the Aggregate Principal
Amount of the Collateral to consist of greater than 15% of Collateral Obligations that are Participations (or, if such limit was
out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance);
and all of the Participations are Qualified Participations; and


 




    	 



    	 



    

 


(b) with respect to any other Loan or Bond,
that, at the time it is purchased (or a commitment is made to purchase such obligation) by the Issuer, satisfies each of the following
criteria:


 


(i)


it is not more than 20% of the related
debt issuance thereof;


(ii)


it has been approved by a Majority
of the Noteholders in accordance with the procedures set forth in Section 12.2(a);


(iii)


it does not mature more than 8 years
after the date on which it was purchased or entered into;


(iv)


it does not cause all Loans or Bonds
of a single issuer to constitute more than 20%, the Aggregate Principal Amount of the Collateral (or, if such limit was out of
compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance);


(v)


it does not cause the Aggregate Principal
Amount of the Collateral to consist of greater than 45% of Private Collateral Obligations (or, if such limit was out of compliance
prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance);


(vi)


it does not cause the Aggregate Principal
Amount of the Collateral to consist of greater than 15% of Collateral Obligations that are Participations (or, if such limit was
out of compliance prior to such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance);
and all of the Participations are Qualified Participations;


(vii)


it is U.S. Dollar denominated and
is neither convertible by the issuer thereof into, nor payable in, any other currency;


(viii)


it is not a Defaulted Obligation
or a Credit Risk Obligation;


(ix)


it is not a lease (including a finance
lease);


(x)


it is not an Interest Only Security;


(xi)


it provides for a fixed amount of
principal payable in Cash on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization
or prepayment at a price of less than par;


(xii)


it does not constitute Margin Stock;


(xiii)


it is an obligation with respect
to which the Issuer will receive payments due under the terms of such obligation and proceeds from disposing of such asset free
and clear of withholding tax, other than (A) withholding tax as to which the obligor or issuer must make additional payments so
that the net amount received by the Issuer after satisfaction of such tax is the amount due to the Issuer before the imposition
of any withholding tax and (B) withholding tax on (x) late payment fees, prepayment fees or other similar fees and (y) amendment,
waiver, consent and extension fees;


 




    	 



    	 



    

 


(xiv)


it is not a debt obligation whose
repayment is subject to substantial non-credit related risk as determined by the Investment Manager;


(xv)


it is not an obligation pursuant
to which any future advances or payments to the borrower or the obligor thereof may be required to be made by the Issuer (other
than to indemnify an agent or representative for lenders pursuant to the Reference Instruments);


(xvi)


it is not a Structured Finance Obligation;


(xvii)


the purchase of such obligation will
not require the Issuer or the pool of Collateral to be registered as an investment company under the Investment Company Act;


(xviii)


such obligation is not, by its terms,
convertible into or exchangeable for an Equity Security at any time over its life;


(xix)


such obligation does not mature after
the Stated Maturity of the Notes;


(xx)


such obligation is Registered;


(xxi)


such obligation is not a Synthetic
Security;


(xxii)


such obligation does not include
or support a letter of credit;


(xxiii)


such obligation is not an interest
in a grantor trust;


(xxiv)


such obligation is issued by an obligor
that is domiciled in the United States, Canada or any other jurisdiction approved by a Majority of the Noteholders;


(xxv)


such obligation is not issued by
an issuer located in a country, which country on the date on which the obligation is acquired by the Issuer imposed foreign exchange
controls that effectively limit the availability or use of U.S. Dollars to make when due the scheduled payments of principal thereof
and interest thereon; and


(xxvi)


it does not cause the Aggregate Principal
Amount of the Collateral to consist of greater than 45% of second lien loans (or, if such limit was out of compliance prior to
such purchase or commitment, such purchase or commitment does not worsen the level of non-compliance),


provided, however, that one
or more of the foregoing requirements may be waived in writing by the Majority of the Noteholders (in their sole and absolute discretion)
prior to the Issuer’s commitment to purchase a Collateral Obligation.


(d)


The definition of
“Stated Maturity” shall be deleted in its entirety and replaced with the following:


“Stated
Maturity”: With respect to any security or debt obligation, including a Note, the date specified in such security or
debt obligation as the fixed date on which the final payment of principal of such security or debt obligation is due and payable
or, if such date is not a Business Day, the next following Business Day. The Stated Maturity with respect to the Notes will be
November 15, 2025.


 


 




    	 



    	 



    

 


(e)


Section 2.3 shall
be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold
and double-underlined text):


Subject to the
provisions set forth below, the aggregate principal amount of the Notes that may be authenticated and delivered under this Indenture
is limited to, $400,000,000 $577,750,000 except
for (i) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant
to Section 2.5 or 2.6 of this Indenture and (ii) Notes issued in accordance with Article VIII.


Such Notes shall have the designation,
original principal amount, Note Interest Rate and Stated Maturity as follows:


	Designation	Aggregate

    Outstanding

    Amount/Original

Notional Amount	Note Interest Rate	Stated Maturity
	Notes	$25,000,000	LIBOR1 + 4.00%	December
1, 2024

November 15, 2025


_______________


1LIBOR refers to LIBOR for the
Applicable Period.


The Notes shall be issuable in
the following minimum denomination:


	Note	Minimum Denomination (integral multiples)
	Notes	Rule 144A:  $500,000 ($1,000 in excess thereof)


 


(f)


2.13(b) shall be amended
to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and
to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold
and double-underlined text):


After the Closing
Date through and including the three-month anniversary of the Closing Date Effective
Date, Additional Notes may be issued (each such issuance of Additional Notes, an “Increase”),
in connection with the acquisition of Collateral Obligations permitted to be acquired hereunder or to be retained by the Issuer
in anticipation of such acquisition; provided that an Issuer Order from the Investment Manager substantially in the form
of Exhibit G (an “Increase Request”) is delivered by, or on behalf of, the Issuer and received by the
Trustee. Notwithstanding the foregoing, the Issuer (or the Investment Manager on its behalf) shall not submit an Increase Request,
and no such requested Increase may occur, if the Increase requested thereby will cause the quotient of the Aggregate Outstanding
Amount of the Notes divided by Par Value Numerator to exceed 100%.


(g)


Exhibit A showing
the Form of Rule 144A Global Note shall be amended to delete the stricken text (indicated textually in the same manner as the following
example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner
as the following example: bold and double-underlined text) as shown
in Annex I hereto.


 




    	 



    	 



    

 


Section 3. Certain
Requirements Deemed to be Satisfied.


 


Upon delivery to the Trustee
of an Issuer Order in the form attached as Annex II hereto duly executed, all requirements related to the authentication,
delivery and effectiveness of the Notes shall be deemed to have been satisfied as of the date hereof.


 


Section 4. Miscellaneous.


 


(A)


GOVERNING LAW. THIS
SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


(B)


Counterparts. This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument.


 


(C)


Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(D)


Complete Agreement.
This Supplemental Indenture set forth the entire understanding of the parties relating to the subject matter hereof and supersedes
and cancels any prior communications, understandings and agreements between the parties hereto in respect thereof.


 


(E)


Documents Otherwise
Unchanged. Except as herein provided, the Indenture shall remain unchanged and in full force and effect, and each reference
to the Indenture and words of similar import in the Indenture and such other documents shall be a reference to the Indenture as
amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.


 


(F)


Trustee Matters.
The Trustee is hereby authorized and directed to execute and deliver this Supplemental Indenture and in so executing shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection
to the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken
as statements of the Issuer and the Trustee shall not be responsible or accountable in any way whatsoever with respect to the validity,
execution or sufficiency of this Supplemental Indenture.


 


 


[remainder of page left intentionally blank]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have
caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and
year first above written.


 


	 	Gladwyne Funding LLC,
	 	     as Issuer
	 	 	 
	 	By:	/s/ Gerald F. Stahlecker
	 	 	Name:  Gerald F. Stahlecker
	 	 	Title:  Executive Vice President
	 	 	 
	 	 	 
	 	 	 
	 	Citibank, N.A.,
	 	     not in its individual capacity but solely as Trustee
	 	 	 
	 	By:	/s/ Jennifer Parker
	 	 	Name:  Jennifer Parker
	 	 	Title:  Vice President


 


 


 


Each of the undersigned (i) acknowledges, consents
and agrees to the foregoing Supplemental Indenture, (ii) irrevocably and unconditionally waives the 15 Business Day notice requirement
set forth in Section 8.1 of the Indenture and (iii) irrevocably and unconditionally waives receipt of an executed copy of this
Supplemental Indenture.


 


 


	GOLDMAN SACHS BANK USA,	 
	sole Noteholder	 
	 	 	 
	 	 	 
	By:	s/ Meera Bhutta	 
	 	Name:   Meera Bhutta	 
	 	Title:  Managing Director	 
	 	 	 
	 	 	 
	FS ENERGY AND POWER FUND,	 
	as Investment Manager	 
	 	 	 
	 	 	 
	By:	/s/ Gerald F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker	 
	 	Title:  Executive Vice President	 
	 	 	 
	 	 	 
	STRAFFORD FUNDING LLC	 
	 	 	 
	 	 	 
	By:	/s/ Gerald F. Stahlecker	 
	 	Name:  Gerald F. Stahlecker	 
	 	Title:  Executive Vice President	 


 


 




    	 



    	 



    

 


ANNEX I


 


 


Exhibit A


FORM OF RULE 144A GLOBAL NOTE


 


GLADWYNE FUNDING LLC


 


FLOATING RATE SECURED NOTE, DUE 2024
2025


 


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) UNDERSTANDS AND AGREES THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS
IN THE SECURITIES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (X) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY
BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (Y) IS NOT A PENSION, PROFIT-SHARING OR OTHER RETIREMENT TRUST
FUND OR PLAN IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS OR AFFILIATES MAY DESIGNATE THE PARTICULAR INVESTMENT TO BE MADE
AND (Z) HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE PURCHASER IS A PRIVATE INVESTMENT COMPANY FORMED
ON OR BEFORE APRIL 30, 1996, AND IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXEMPTION
OR EXCLUSION, (B) IN A PRINCIPAL AMOUNT OF NOT LESS THAN THE MINIMUM DENOMINATION SET FORTH IN THE INDENTURE AND (C) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. ANY TRANSFER IN VIOLATION
OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE,
NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. EACH TRANSFEROR OF THIS NOTE WILL
PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE TO ITS TRANSFEREE. IN ADDITION TO THE FOREGOING,
THE ISSUER MAINTAINS THE RIGHT TO RESELL SECURITIES PREVIOUSLY TRANSFERRED TO NON-PERMITTED HOLDERS (AS DEFINED IN THE INDENTURE)
IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE INDENTURE.


 


 




    	 



    	 



    

 


ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN,
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), NEW YORK, NEW
YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.).


 


TRANSFERS OF THIS NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO HEREIN.


 


PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. ANY
PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.


 


THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE
AND ANY PAYING AGENT WITH THE APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL REVENUE SERVICE FORM W-9
(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION
7701(A)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) WILL RESULT IN U.S. WITHHOLDING FROM PAYMENTS
TO THE HOLDER IN RESPECT OF THIS NOTE.


 


BY ACQUIRING THIS NOTE (OR INTEREST THEREIN),
EACH PURCHASER (AND, IF THE PURCHASER OR TRANSFEREE IS AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN, ITS FIDUCIARY) IS DEEMED TO REPRESENT
AND WARRANT THAT (1) IT IS NOT ACQUIRING THE NOTE (OR INTEREST THEREIN) WITH THE ASSETS OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED
IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHICH IS SUBJECT TO TITLE
I OF ERISA OR A PLAN (AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) OR
ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. § 2510.3-101, AS MODIFIED
BY SECTION 3(42) OF ERISA) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY, (2) IF THE
PURCHASER OR TRANSFEREE IS A GOVERNMENTAL PLAN OR CHURCH PLAN, ITS ACQUISITION AND HOLDING OF THE NOTE (OR INTEREST THEREIN) WILL
NOT GIVE RISE TO A NONEXEMPT VIOLATION OF ANY STATE, LOCAL OR OTHER LAW THAT IS SIMILAR TO THE FIDUCIARY AND PROHIBITED TRANSACTION
PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE AND (3) IF ACQUIRED DURING THE INITIAL INVESTMENT PERIOD (AS DEFINED IN THE INDENTURE),
IT IS NOT AN AFFECTED BANK (AS DEFINED IN THE INDENTURE). ANY PURPORTED TRANSFER OF A NOTE (OR INTEREST THEREIN) TO A PURCHASER
OR TRANSFEREE THAT DOES NOT COMPLY WITH THE ABOVE REQUIREMENTS SHALL BE NULL AND VOID AB INITIO.


 




    	 



    	 



    

 


GLADWYNE FUNDING LLC



Floating Rate Secured Note, Due 2024 2025


Up to U.S. $400,000,000 $577,750,000


R-1 R-2

CUSIP NO.: 376769 AA3


 


GLADWYNE FUNDING LLC, a
Delaware limited liability company (the “Issuer”), for value received, hereby promise to pay to CEDE & CO. or its
registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture hereinafter referred
to), the principal sum of up to FOUR HUNDRED MILLION FIVE HUNDRED
SEVENTY SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND United States Dollars (U.S. 400,000,000
$577,750,000) on December 1, 2024 November
15, 2025 (the “Stated Maturity”), as adjusted by any Increases up to and including December
1, 2014 March 15, 2015 and as adjusted upward or downward
in accordance with the Schedule of Exchanges as attached hereto, or upon the unpaid principal of this Note becoming due and payable
at an earlier date by declaration of acceleration, call for redemption or as otherwise provided below and in the Indenture. The
Issuers promise to pay interest thereon on each Payment Date (as defined in the Indenture) in each year, commencing March 2015,
and at the Stated Maturity, at the rate equal to the LIBOR for the Applicable Period plus 4.00% per annum (the “Note Interest
Rate”), on the unpaid principal amount hereof until the principal hereof is paid or duly provided for in accordance with
the Indenture. Notwithstanding the foregoing, in the event funds are not sufficient (in accordance with Article XI of the
Indenture) to pay the Interest Distribution Amount (as defined in the Indenture) in full on any Payment Date, any deficient amount
shall not be due and payable on such Payment Date and shall be deferred and included in the Interest Distribution Amount on future
Payment Dates until such funds are available to pay the Interest Distribution Amount in full (“Deferred Interest”).
To the extent lawful and enforceable, interest on Deferred Interest shall accrue at the Note Interest Rate until paid as provided
in the Indenture. Interest shall be computed on the basis of the actual number of days elapsed in the applicable Interest Accrual
Period divided by 360. The interest so payable and punctually paid on any Payment Date, and the principal payable and punctually
paid on any Payment Date, will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (whether
or not a Business Day) preceding such Payment Date.


 


The obligations of the
Issuers under this Note and the Indenture are limited recourse obligations of the Issuer payable solely from the Collateral Obligations
and other Collateral pledged by the Issuer in accordance with the Priority of Payments, and in the event the Collateral Obligations
and other Collateral are insufficient to satisfy such obligations, any claims of Holders shall be extinguished.


 


This Note is one of a duly
authorized issue of Floating Rate Secured Notes, Due 2024 2025
(the “Notes”) of the Issuer, limited in aggregate principal amount to U.S. $400,000,000$577,750,000
and issued under that certain Indenture (the “Indenture”) dated as of September 11, 2014, among the Issuers and Citibank,
N.A., as trustee (the “Trustee,” which term includes any successor trustee as permitted under the Indenture). Authorized
under the Indenture are the Notes of the Issuer. Interest will cease to accrue on this Note, or in the case of a partial repayment,
on such part, from the date of repayment or Stated Maturity unless payment of principal is improperly withheld.


 


Reference is hereby made
to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Issuer, the Trustee and the Holders of the Notes and the terms upon which the Notes are, and are
to be, authenticated and delivered.


 




    	 



    	 



    

 


 


Capitalized terms used
herein and not otherwise defined herein shall have the meanings set forth in the Indenture.


 


Payments in respect of
principal and interest due on any Payment Date of this Note shall be made by the Paying Agent, subject to any laws or regulations
applicable thereto, by wire transfer in immediately available funds to a Dollar account maintained by DTC or its nominee to the
extent practicable or otherwise by U.S. dollar check drawn on a bank in the United States of America delivered to DTC or its nominee.
The final payment of interest and principal due on this Note shall be made (except as otherwise provided in the Indenture) only
upon presentation and surrender of this Note at the Corporate Trust Office of the Trustee or at the office of any Paying Agent
appointed under the Indenture.


 


The registered Holder of
this Note shall be treated as the owner hereof for all purposes.


 


Except as specifically
provided herein and in the Indenture, the Issuer shall not be required to make any payment with respect to any tax, assessment
or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein.


 


In certain cases this Note
may be redeemed, in whole or in part, in the manner provided in the Indenture.


 


As specified in the Indenture
and subject to conditions therein, on any Business Day, the Issuer may cause an optional redemption, in whole, or in part, of the
Notes at the written direction of, or with the written consent of, the Redemption Control Class. The redemption price for the Notes
shall be subject to the provisions set forth in the Indenture.


 


If an Event of Default
shall occur and be continuing, the Notes may become or be declared due and payable in the manner and with the effect provided in
the Indenture. If any such acceleration of maturity occurs prior to the Stated Maturity of this Note, the amount payable to the
Holder of this Note will be equal to the aggregate unpaid principal amount of the Notes on the date this Note becomes so due and
payable, together with accrued and unpaid interest on such unpaid principal amount at the Note Interest Rate.


 


Payments of principal and
interest on this Note are subordinate to the payment on each Payment Date of certain other obligations of the Issuer in accordance
with the Priority of Payments.


 


The Notes are issuable
only in fully registered form without coupons in minimum denominations of $500,000 and integral multiples of $1,000 in excess thereof
if held through a Rule 144A Global Note.


 


The Issuer shall arrange
for the Registrar (which shall initially be the Trustee) to keep the Register. Title to this Note shall pass by registration in
the Register for the Notes.


 


No service charge shall
be made for exchanging or registering the transfer of this Note, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The Trustee and the Registrar may request evidence reasonably
satisfactory to it proving the identity of the transferee and transferor and the authenticity of their signatures.


 


The remedies of the Trustee
and the Holder hereof, as provided herein or in the Indenture, shall be cumulative and concurrent and may be pursued solely against
the Collateral. No failure on the part of the Holder or of the Trustee in exercising any right or remedy hereunder or under the
Indenture shall operate as a waiver or release thereof, nor shall any single or partial exercise of any such right or remedy preclude
any other further exercise thereof or the exercise of any other right or remedy hereunder or under the Indenture.


 




    	 



    	 



    

 


 


AS PROVIDED IN THE INDENTURE,
THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


Unless the certificate
of authentication hereon has been executed by the Trustee by the manual signature of one of its Authorized Officers, this Note
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.


 


Dated                                          .


	 	GLADWYNE FUNDING LLC
	 	By: 	 
	 	 	Name: 
	 	 	Title:


 


 




    	 



    	 



    

 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Notes referred to in the within-mentioned Indenture.


 


CITIBANK, N.A., not in its individual capacity but solely
as Trustee


	By:	 	 
	 	Authorized Signatory	 


 


 


 




    	 



    	 



    

 


 


ASSIGNMENT FORM


	For value received 	 


hereby sells, assigns and transfers unto


	 	 
	 	 


Please insert social security or other identifying number of assignee


Please print or type name and address, including zip code of assignee:


	 	 
	 	 
	 	 
	 	 


the within Note and does hereby irrevocably constitute and appoint
_______________




Attorney to transfer the Note on the books of the Issuer with full power of substitution in the premises.


 


	Date:	 	 	Your Signature: 	 
	 	 	 	 	(Sign exactly as your name appears on

this Note)


 


 




    	 



    	 



    

 


 


SCHEDULE OF EXCHANGES IN RULE 144A GLOBAL
NOTE


The amount issued on the Closing Date is U.S. $25,000,000.


The following exchanges of a part of this Global Note have been
made:


 


	
        Date of Exchange
	
        Amount of

        Decrease in

        Principal Amount

        of this Global Note
	
        Amount of

        Increase in

        Principal Amount

        of this Global Note
	
        Principal Amount

        of this Global Note

        following such

        Decrease (or

        Increase)
	
        Signature of

        Authorized Officer

        of Trustee or

        Registrar

	 	 	 	 	 
	 	 	 	 	 


 


 


 




    	 



    	 



    

 


ANNEX II


 


 


[To be attached.]


 




    	 



    	 



    

 


GLADWYNE FUNDING LLC

c/o FS Energy and Power Fund

Cira Centre, 2929 Arch Street, Suite 675

Philadelphia, Pennsylvania 19104


Issuer Order – Section 3.2(c)
and Section 3.2(e) of the Indenture


Reference is made
to that certain First Supplemental Indenture dated as of December [●], 2014 which amends the Indenture, dated as of September
11, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between
Gladwyne Funding LLC (the “Issuer”) and Citibank, N.A., as the trustee (the “Trustee”). Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to them in the Indenture. This Certificate is being
delivered by the Issuer to the Trustee pursuant to Section 3.2(c) and Section 3.2(e) of the Indenture.


The Issuer hereby
requests and directs the Trustee to:


deposit (i)
the Deposit to the Principal Collection Account and (ii) the Expense Reserve Amount to the Expense Reserve Account; and


(i) authenticate
the Notes in the amounts set forth in Schedule I hereto; (ii) register such Notes in the names and denominations specified
in Schedule I hereto; and (iii) deliver such Notes to the registered holders or, in the case of Rule 144A Global Notes,
the custodian for DTC as directed by an Authorized Officer of the Issuer, on the Closing Date, or otherwise, upon the order of
any such Authorized Officer.


[Signature page follows]


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF,
this Issuer Order is executed as of the date first written above.


	 	GLADWYNE FUNDING LLC
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Gerald F. Stahlecker
	 	 	Name:  Gerald F. Stahlecker
	 	 	Title:  Executive Vice President


 


 


RECEIPT ACKNOWLEDGED:


CITIBANK, N.A.,

as Trustee


 


	By:	/s/ Jennifer Parker	 
	 	Name:  Jennifer Parker	 
	 	Title:  Vice President	 


 


 




    	 



    	 



    




SCHEDULE I


 


	Notes: Total Size: 
	Registered Number 	Denominations	Registered Owner
	 	 	 
	CUSIP: 376769 AA3 

ISIN: US376769AA37	Up to $577,750,000	Strafford Funding LLC