57
Section 9.11.
Effectiveness.
58
Section 9.12.
Headings Descriptive.
58
Section 9.13.
Amendment or Waiver.
58
Section 9.14.
Survival.
60
Section 9.15.
Domicile of Loans.
60
Section 9.16.
Confidentiality.
60
Section 9.17.
Register
61
Section 9.18.
Lender Affiliate Securities.
61
Section 9.19.
Marshalling; Recapture.
61
Section 9.20.
No Petition.
62
Section 9.21.
Acknowledgment.
62
Section 9.22.
Severability.
62
ANNEX I - Definitions
ANNEX II - Collateral Valuation Schedule
ANNEX III - Collateral Transaction Procedures
EXHIBIT A
-
Form of Borrowing Request
EXHIBIT B
-
Form of Note
EXHIBIT C
-
Form of Assignment Agreement
EXHIBIT D
-
Form of Security Agreement
EXHIBIT E
-
Form of Custodial Agreement
EXHIBIT F
-
Form of Required Borrower and Manager Opinion
EXHIBIT G
-
Form of Manager Letter
EXHIBIT H
-
Form of Equity Owner Letter
EXHIBIT I
-
Form of FB Income Letter
EXHIBIT J
-
Form of Compliance Certificate (‎Section 6.01(b)(iii))
EXHIBIT K
-
Form of Setup Fee Agreement
EXHIBIT L
-
Form of Commitment Termination Notice
EXHIBIT M
-
Form of Loan Cessation Notice
SCHEDULE 1
-
Lending Offices, Administrative Agent Office and Notice Data
SCHEDULE 2
-
UCC-1 Filing Jurisdictions
SCHEDULE 3
-
Schedule of Fund Investments
SCHEDULE 4
-
Approved Banks
SCHEDULE 5
-
Approved Selling Institutions
SCHEDULE 6
-
Approved Industry Categories
SCHEDULE 7
-
Approved Pricing Services
SCHEDULE 8
-
Approved Bond Dealers
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 28, 2011 (as
amended from time to time, this "Agreement"), is entered into by and among BROAD
STREET FUNDING LLC, a Delaware limited liability company (the "Borrower"),
DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY") as Administrative Agent and a Lender
and each other Lender party hereto from time to time (together with DBNY in its
capacity as Lender, the "Lenders" and each a "Lender") and amends and restates
in its entirety the Credit Agreement dated as of March 10, 2010, as amended
pursuant to that First Amendment to Credit Agreement dated as of July 13, 2010,
and the Second Amendment to Credit Agreement dated as of November 10, 2010.
W I T N E S S E T H:
WHEREAS, the Borrower is a newly-formed limited liability company organized
under the Laws of Delaware to pursue a strategy of investing on a leveraged
basis in and managing a pool of Fund Investments;
WHEREAS, the Borrower will acquire, hold and dispose of Fund Investments;
WHEREAS, the Borrower desires to obtain the Commitment from the Lenders,
pursuant to which Loans shall be made, subject to the terms and conditions set
forth herein, in a maximum aggregate principal amount not to exceed at any time
the lesser of (a) the Maximum Commitment and (b) the Maximum Advance Amount at
such time; and
WHEREAS, the Lenders are willing, on the terms and conditions hereinafter set
forth, to extend the Commitment;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
ARTICLE 1
Definitions and Interpretation
Section