FS Investment Corporation III 8-K


 


Exhibit
10.1


 





AMENDMENT
NO. 9 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of March 12, 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



Amendments


SECTION
2.1.


Amendments to the Transaction Documents. As of the
date of this Amendment, the Transaction Documents are hereby amended by deleting all references to “Administrative Agent”
and replacing such references with “Facility Agent”.


SECTION
2.2.


Amendments 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-three 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)


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 have been paid in full.


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/ Edward T. Gallivan, Jr.	 
	 	 	Name:   Edward T. Gallivan, Jr.
	 	 	Title:     Chief Financial Officer



 


 






    	 	[Ninth Amendment to LFSA]	 



     

    

 


 


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



 




    	 	[Ninth Amendment to LFSA]	 



     

    




 


 


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



 




    	 	[Ninth 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/ Peter Sabino	 
	 	 	Name:   Peter Sabino
	 	 	Title:     Vice President



 




    	 	[Ninth 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



 


 



    	 	[Ninth Amendment to LFSA]	 



     

    

 





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



 


 




    	 	[Ninth Amendment to LFSA]