Revolving Credit Agreement [Amended and Restated] (2014)Full Document 

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, (this “Agreement”) is made as of December 15, 2014, between FS Energy and Power Fund, a Delaware statutory trust (the “Lender”), and Strafford Funding LLC, a Delaware limited liability company (the “Borrower”).

PRELIMINARY STATEMENTS

WHEREAS, the Borrower and the Lender are party to that certain Revolving Credit Agreement, dated as of September 11, 2014 (the “Existing Revolving Credit Agreement”);

WHEREAS, the Borrower previously sold certain Notes (as defined in the Existing Revolving Credit Agreement) to Goldman Sachs Bank USA pursuant to the September 1996 Version Master Repurchase Agreement, the Annex thereto and the Master Confirmation exchanged thereunder, each dated as of September 11, 2014, and each between the Borrower and the Purchaser;

WHEREAS, the Borrower and Lender wish to amend and restate the Existing Revolving Credit Agreement as set forth herein;

WHEREAS, from time to time, the Borrower will sell certain securities (the “Notes”) to Goldman Sachs Bank USA (the “Purchaser”) pursuant to the September 1996 Version Master Repurchase Agreement, the Annex thereto, each dated as of September 11, 2014, and the Amended and Restated Master Confirmation, dated as of December 15, 2014, exchanged thereunder and each between the Borrower and the Purchaser (as each may be amended, restated, supplemented or otherwise modified, collectively, the “Repurchase Agreement”);

WHEREAS, from time to time, the Borrower will be required to deliver cash collateral to the Purchaser to satisfy certain margining requirements in accordance with the terms of and under the Repurchase Agreement and the Borrower desires to borrow from the Lender the amount, if any, necessary from time to time to satisfy the Borrower’s obligation to deliver such collateral; and

WHEREAS, the Lender may be willing to make subordinated loans to the Borrower to fund such amounts on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I.

Section 1.1. Defined Terms. Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in the Repurchase Agreement. In addition, the following terms have the following meanings:

Event of Default” means any event of default specified in Section 5.1.

LIBOR Rate” means, the rate per annum determined as of the first Business Day of each calendar month equal to the rate determined by the Lender to be the offered rate that appears on the page of the Reuters Screen that displays an average ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) (such page currently being LIBOR01) for deposits in United States dollars with a one-month period. The LIBOR Rate applicable to Loans hereunder will change monthly on the first Business Day of each calendar month.

Loan” means each loan of funds or each advance made to the Borrower by the Lender pursuant to Section 2.1.

Maturity Date” means the earlier to occur of (i) the date designated as such in writing by the Borrower and the Lender from time to time and (ii) the date this Agreement is terminated by the Lender pursuant to Section 5.2; provided, that in no event shall the Maturity Date occur prior to the date that is 90 days after the Final Repurchase Date under the Repurchase Agreement.

Scheduled Expiration Date” means the date that is 364 days after the date hereof, which shall be automatically renewed for one or more additional, successive terms of 364 days each unless either the Borrower or the Lender sends written notice to the other party not less than 30 days prior to the next applicable Scheduled Expiration Date of such party’s desire not to extend the Scheduled Expiration Date for an additional term.

Spread” means 0.75%.

ARTICLE II.

Section 2.1. Loans to Borrower. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties set forth herein, the Lender, in its sole discretion, may make Loans to the Borrower, from time to time from the date of this Agreement to but excluding the Scheduled Expiration Date, in an aggregate principal amount outstanding at any one time not to exceed THREE HUNDRED AND TWENTY FIVE MILLION DOLLARS ($325,000,000), as reduced from time to time as the Maximum Aggregate Facility Size is reduced in accordance with the Repurchase Agreement. The determination of the Lender to make a Loan will also be subject to the conditions that (and the Borrower shall not request a Loan unless) (i) no event has occurred and is continuing, or would occur by the borrowing of the Loan, which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both, would constitute an Event of Default and (ii) the representations and warranties contained in Section 3.1 are true and correct in all material respects on and as of the date of each such Loan and will continue to be true and correct in all material respects

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