Attached files

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EX-10.34 - EXHIBIT 10.34 - FS Investment Corp IIItv500545_ex10-34.htm
EX-32.1 - EXHIBIT 32.1 - FS Investment Corp IIItv500545_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - FS Investment Corp IIItv500545_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - FS Investment Corp IIItv500545_ex31-1.htm
EX-10.64 - EXHIBIT 10.64 - FS Investment Corp IIItv500545_ex10-64.htm
10-Q - FORM 10-Q - FS Investment Corp IIItv500545-10q.htm

 

Exhibit 10.48

 

EXECUTION VERSION

 

AMENDMENT NO. 10 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of June 20, 2018 (this “Amendment”), among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as facility agent (the “Facility Agent”) (formerly the “Administrative Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”), each Agent party hereto (each, an “Agent” and collectively, the “Agents”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”).

 

WHEREAS, the Borrower, the Collateral Agent, each Lender party thereto, each Agent party thereto and the Facility Agent are party to the Loan Financing and Servicing Agreement, dated as of December 2, 2014 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”); and

 

WHEREAS, the Borrower, the Facility Agent, the Lenders, the Agents and the Collateral Agent have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement and the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

ARTICLE I

 

Definitions

 

SECTION 1.1.          Defined Terms. Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.

 

ARTICLE II

 

Amendment

 

SECTION 2.1.         Amendment to the Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended by deleting the definition of “Revolving Period” in its entirety and inserting the following in lieu thereof:

 

Revolving Period” means the period of time starting on the Effective Date and ending on the earliest to occur of (i) the date that is thirty-six months after the Fourth Amendment Effective Date or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and each Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence of a Facility Termination Event.

 

   

 

 

ARTICLE III

 

Conditions to Effectiveness

 

SECTION 3.1.          This Amendment shall become effective as of the date first written above upon:

 

(a)          the execution and delivery of this Amendment by each party hereto;

 

(b)          the Facility Agent’s receipt of a legal opinion of Dechert LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Facility Agent covering such matters as the Facility Agent may reasonably request;

 

(c)          the Facility Agent’s receipt of a good standing certificate for the Borrower issued by the applicable Official Body of its jurisdiction of organization and a certified copy of the resolutions of the board of directors of the Borrower approving this Amendment and the transactions contemplated hereby, certified by its secretary, assistant secretary or an Executive Officer; and

 

(d)          the payment in full of all fees (including reasonable fees and out-of-pocket, documented expenses of counsel) due to the Lenders on or prior to the effective date of this Amendment.

 

ARTICLE IV

 

Representations and Warranties

 

SECTION 4.1.          The Borrower hereby represents and warrants to the Facility Agent that, as of the date first written above, (i) no Facility Termination Event or Unmatured Facility Termination Event has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).

 

ARTICLE V

 

Miscellaneous

 

SECTION 5.1.          Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

SECTION 5.2.          Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

 2 

 

 

SECTION 5.3.          Ratification. Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

 

SECTION 5.4.          Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

 

SECTION 5.5.          Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

[Signature pages follow]

 

 3 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

 

  DUNLAP FUNDING LLC, as Borrower
     
  By: /s/ William Goebel
    Name: William Goebel
    Title: Chief Financial Officer

 

[Tenth Amendment to LFSA]

 

   

 

 

  DEUTSCHE BANK AG, NEW YORK BRANCH, as Facility Agent
     
  By: /s/ Amit Patel
    Name: Amit Patel
    Title: Director
     
  By: /s/ Steven Flowers
    Name: Steven Flowers
    Title: Vice President

 

[Tenth Amendment to LFSA]

 

   

 

 

  WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and as Collateral Custodian
     
  By: /s/ Stephanie Smith
    Name: Stephanie Smith
    Title: Vice President

 

[Tenth Amendment to LFSA]

 

   

 

 

  DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender
     
  By: /s/ Amit Patel
    Name: Amit Patel
    Title: Director
     
  By: /s/ Steven Flowers
    Name: Steven Flowers
    Title: Vice President

 

[Tenth Amendment to LFSA]

 

   

 

 

  PIONEERS GATE LLC, as an Agent and as a Committed Lender
     
  By: 20 Gates Management LLC, its Managing Agent
     
  By: /s Mark Golombeck
    Name: Mark Golombeck
    Title: Managing Director

 

[Tenth Amendment to LFSA]

 

   

 

 

  Reinsurance Group of America, Incorporated, as an Agent and as a Committed Lender
     
  By: /s Christopher Qurollen
    Name: Christopher Qurollen
    Title: V.P. Head of U.S. Portfolio Management

 

[Tenth Amendment to LFSA]