[Remainder of Page Intentionally Left Blank]
Ex. G-2
IN WITNESS WHEREOF, the undersigned have executed this Notice of Reduction
as of the date first written above.
FIFTH STREET FUNDING, LLC,
as the Borrower
By:
Name:
Title:
FIFTH STREET FINANCE CORP.,
as the Servicer
By:
Name:
Title:
Ex. G-3
EXHIBIT H
[RESERVED]
Ex. H-1
EXHIBIT I
FORM OF SECOND AMENDED AND RESTATED VARIABLE FUNDING NOTE
$
[
] [__], 2010
THIS SECOND AMENDED AND RESTATED VARIABLE FUNDING NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). NEITHER THIS
SECOND AMENDED AND RESTATED VARIABLE FUNDING NOTE NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS.
THIS SECOND AMENDED AND RESTATED VARIABLE FUNDING NOTE IS NOT PERMITTED TO
BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO A
(A) QUALIFIED INSTITUTIONAL BUYER UNDER RULE 144A OF THE SECURITIES ACT OR AN
INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE (1)-501(A)(1)-(3) OR
(7) UNDER THE SECURITIES ACT, IN EACH CASE, WHO IS ALSO A (B) QUALIFIED
PURCHASER FOR PURPOSES OF SECTION 3(c)(7) OF THE 1940 ACT, AND IN COMPLIANCE
WITH THE TERMS OF THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR VALUE RECEIVED, FIFTH STREET FUNDING, LLC, a Delaware limited liability
company (the "Borrower"), promises to pay to [Name of Lender Agent] [ ] (the
"Lender Agent"), or its [Name of Lender]'s ("Lender") assigns, the principal sum
of [_] DOLLARS ($[_]), or, if less, the unpaid principal amount of the aggregate
Advances and L/C Advances (together, the "Advances Outstanding") made by the
Lender to the Borrower pursuant to the Loan and Servicing Agreement (as defined
below), as set forth on the attached Schedule, on the dates specified in the
Loan and Servicing Agreement, and to pay interest on the unpaid principal amount
of the Advances Outstanding on each day that such unpaid principal amount is
outstanding, at the Yield Rate related to such Advances Outstanding as provided
in the Loan and Servicing Agreement, on each Payment Date and each other date
specified in the Loan and Servicing Agreement.
This Second Amended and Restated Variable Funding Note (the "Note") is
issued pursuant to the Amended and Restated Loan and Servicing Agreement, dated
as of November 5, 2010 (as amended, modified, waived, supplemented or restated
from time to time, the "Loan and Servicing Agreement"), by and among Fifth
Street Funding, LLC, as the borrower (in such capacity, the "Borrower"), Fifth
Street Finance Corp., as the transferor (in such capacity, the "Transferor") and
as the servicer (in such capacity, the "Servicer"), Wells Fargo Securities, LLC,
as the administrative agent (in such capacity, the "Administrative Agent"), each
of the Conduit Lenders and Institutional Lenders from time to time party thereto
(the "Lenders"), each of the Lender Agents from time to time party thereto (the
"Lender Agents") and Wells Fargo Bank, National Association, as the collateral
agent (in