EX-10.3.3





 Exhibit 10.3.3 

EXECUTION VERSION 

AMENDMENT NO. 2 TO LOAN AND SERVICING AGREEMENT, dated as of June 13, 2019 (this “Amendment”), among GSO Stone Street
LLC, a Delaware limited liability company (the “Borrower”), GSO Direct Lending Fund-D LP, as servicer (the “Servicer”) and equityholder (the “Equityholder”),
Société Generale, as agent (the “Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”), Citibank, N.A., as collateral agent and collateral custodian (the
“Collateral Agent”) and Virtus Group, LP, as collateral administrator (the “Collateral Administrator”). 

WHEREAS, the Borrower, the Collateral Agent, the Collateral Administrator, the Lenders and the Agent are party to the Loan and Servicing
Agreement, dated as of October 11, 2018 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Loan Agreement”); 

WHEREAS, the Borrower, the Agent, the Lenders, the Collateral Agent and the Collateral Administrator have agreed to amend the Loan Agreement
in accordance with the terms and conditions set forth herein; and 
 WHEREAS, on the date hereof, Great American Life Insurance Company
(“GALIC”) shall become a Revolving Lender under the Loan Agreement (in addition to a Term Lender thereunder). 
 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 Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended to delete the
stricken text (indicated textually in the same manner as the following example: stricken text) and to add the
bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined
text) as set forth on the pages of the Loan Agreement attached as Appendix A hereto. 












 ARTICLE III 

Reallocation of Loans 

SECTION 3.1. As of the date of this Amendment, GALIC shall pay to the Agent, for the ratable benefit of each Lender that was a Revolving
Lender immediately prior to the effectiveness of this Amendment, the amounts set forth on Appendix B, which amounts shall decrease the outstanding principal amount of each such Lender’s Revolving Loans, such that immediately after giving effect
to such payments the outstanding principal balance of Revolving Loans shall be allocated to each Revolving Lender pro rata (on the basis of Revolving Commitments). 

ARTICLE IV 
 Conditions
to Effectiveness 
 SECTION 4.1. This Amendment shall become effective as of the date first written above upon the satisfaction of each
of the following conditions: 
 (a) the execution and delivery of this Amendment by each party hereto; 

(b) the Agent’s receipt of a legal opinion of counsel for the Borrower, in form and substance reasonably satisfactory to
the Agent covering such matters as the Agent may reasonably request; 
 (c) payment of all fees due and owing to the Agent on
or prior to the date of this Amendment; and 
 (d) the Agent’s receipt of a good standing certificate for the Borrower
issued by the applicable office body of its jurisdiction of organization and a certified copy of the resolutions of the board of managers or directors (or similar items) of the Borrower approving this Amendment and the transactions contemplated
hereby, certified by its secretary or assistant secretary or other authorized officer. 
 ARTICLE V 

Representations and Warranties 

SECTION 5.1. The Borrower hereby represents and warrants to the Agent that, as of the date first written above, (i) no Event of Default
or Unmatured Event of Default 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). 

  
 2 













 ARTICLE VI 

Miscellaneous 
 SECTION
6.1. 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 6.2. 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. 
 SECTION 6.3.
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. This Agreement shall form a
part of the Loan Agreement for all purposes and is therefore a Transaction Document. 
 SECTION 6.4. Entire Agreement. The only
amendments being made to the Loan Agreement are those that are set forth in this Agreement; no other amendments are being made. This Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, both written and oral, among the parties hereto with respect to the subject matter of this Agreement. Neither this Agreement nor any provision hereof is intended to confer upon any
Person other than the parties hereto and the other parties hereto. 
 SECTION 6.5. 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 6.6. 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. 
  

			
	GSO STONE STREET LLC, as Borrower
		
	By:	 	/s/ Marisa J. Beeney
		 	Name: Marisa J. Beeney
		 	Title: Authorized Signatory



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	GSO DIRECT LENDING FUND-D LP, as Servicer and Equityholder
		
	By:	 	/s/ Marisa J. Beeney
		 	Name: Marisa J. Beeney
		 	Title: Authorized Signatory



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	SOCIÉTÉ GENERALE, as Agent
		
	By:	 	/s/ Julien Thinat
		 	Name: Julien Thinat
		 	Title: Authorized Signatory



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	CITIBANK, N.A., as Collateral Agent and as Collateral Custodian
		
	By:	 	/s/ Thomas Varcados
		 	Name: Thomas Varcados
		 	Title: Senior Trust Officer



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	VIRTUS GROUP, LP, as Collateral Administrator
		
	By:	 	/s/ Joseph U. Elston
		 	Name: Joseph U. Elston
		 	Title: Partner



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	SOCIÉTÉ GENERALE, as a Lender
		
	By:	 	/s/ Julien Thinat
		 	Name: Julien Thinat
		 	Title: Authorized Signatory



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	GREAT AMERICAN LIFE INSURANCE COMPANY, as a Lender
		
	By:	 	/s/ Mark F. Muething
		 	Name: Mark F. Muething
		 	Title: President



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 
			
	GREAT AMERICAN INSURANCE COMPANY, as a Lender
		
	By:	 	/s/ Stephen C. Beraha
		 	Name: Stephen C. Beraha
		 	Title: Assistant Vice President



  
 [Signature Page to Second
Amendment to Loan and Servicing Agreement] 













 APPENDIX A 












 EXECUTION VERSION 

CONFORMED THROUGH AMENDMENT 12 
 LOAN AND SERVICING AGREEMENT 

dated as of October 11, 2018 

GSO STONE STREET LLC, 
 as Borrower

 GSO DIRECT LENDING FUND-D LP, 

as Servicer and Equityholder 
 THE
LENDERS FROM TIME TO TIME PARTIES HERETO, 
 SOCIÉTÉ GENERALE, 

as Agent 
 THE OTHER LENDER AGENTS
PARTIES HERETO, 
 VIRTUS GROUP, LP, 

as Collateral Administrator 
 and













 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I
	 	 DEFINITIONS
	  	 	1	 
			
	 Section 1.1
	 	 Defined Terms
	  	 	1	 
			
	 Section 1.2
	 	 Other Definitional Provisions
	  	 	45	 
			
	 ARTICLE II
	 	 THE FACILITY, LENDING PROCEDURES AND NOTES
	  	 	46	 
			
	 Section 2.1
	 	 Loans
	  	 	46	 
			
	 Section 2.2
	 	 Funding of Loans
	  	 	47	 
			
	 Section 2.3
	 	 Notes
	  	 	48	 
			
	 Section 2.4
	 	 Repayment
and, Prepayments and Conversion
	  	 	48	 
			
	 Section 2.5
	 	 Permanent Reduction of Facility Amount
	  	 	4950	 
			
	 Section 2.6
	 	 Extension of Revolving Period
	  	 	51	 
			
	 Section 2.7
	 	 Calculation of Haircut
	  	 	51	 
			
	 Section 2.8
	 	 Change in Advance Rate
	  	 	51	 
			
	 Section 2.9
	 	 Increase in Facility Amount
	  	 	52	 
			
	 Section 2.10
	 	 Defaulting Lenders
	  	 	52	 
			
	
Section 2.11
	 	 Facility
Termination Date
	  	 	53	 
			
	 ARTICLE III
	 	 INTEREST, ETC.
	  	 	53	 
			
	 Section 3.1
	 	 Interest
	  	 	53	 
			
	 Section 3.2
	 	 Interest Distribution Dates
	  	 	5354	 
			
	 Section 3.3
	 	 Interest Calculation
	  	 	54	 
			
	 Section 3.4
	 	 Computation of Interest, Fees, Etc.
	  	 	54	 


  
 -i- 














							
	 ARTICLE IV
	 	 PAYMENTS; TAXES
	  	 	54	 
			
	 Section 4.1
	 	 Making of Payments
	  	 	54	 
			
	 Section 4.2
	 	 Due Date Extension
	  	 	5455	 
			
	 Section 4.3
	 	 Taxes
	  	 	55	 
			
	 ARTICLE V
	 	 INCREASED COSTS, ETC.
	  	 	5859	 
			
	 Section 5.1
	 	 Increased Costs, Capital Adequacy
	  	 	5859	 
			
	 ARTICLE VI
	 	 CONDITIONS TO LOANS
	  	 	60	 
			
	 Section 6.1
	 	 Effectiveness
	  	 	60	 
			
	 Section 6.2
	 	 Loans and Reinvestments
	  	 	6162	 
			
	 Section 6.3
	 	 Transfer of Collateral Obligations and Permitted Investments
	  	 	63	 
			
	 ARTICLE VII
	 	 ADMINISTRATION AND MANAGEMENT OF COLLATERAL OBLIGATIONS
	  	 	6465	 
			
	 Section 7.1
	 	 Retention and Termination of the Servicer
	  	 	6465	 
			
	 Section 7.2
	 	 Resignation and Removal of the Servicer; Appointment of Successor Servicer
	  	 	6465	 
			
	 Section 7.3
	 	 Duties of the Servicer
	  	 	66	 
			
	 Section 7.4
	 	 Representations and Warranties of the Servicer
	  	 	67	 
			
	 Section 7.5
	 	 Covenants Relating to the Servicer
	  	 	6970	 
			
	 Section 7.6
	 	 Reserved
	  	 	7273	 
			
	 Section 7.7
	 	 Collateral Reporting
	  	 	7273	 
			
	 Section 7.8
	 	 Reserved
	  	 	7273	 
			
	 Section 7.9
	 	 Procedural Review of Collateral Obligations; Access to Servicer and Servicer’s
Records
	  	 	73	 


  
 -ii- 














							
	 Section 7.10
	 	 Optional Sales
	  	 	7374	 
			
	 Section 7.11
	 	 Repurchase or Substitution of Warranty Collateral Obligations
	  	 	75	 
			
	 ARTICLE VIII
	 	 ACCOUNTS; PAYMENTS
	  	 	76	 
			
	 Section 8.1
	 	 Accounts
	  	 	76	 
			
	 Section 8.2
	 	 Excluded Amounts
	  	 	7778	 
			
	 Section 8.3
	 	 Distributions, Reinvestment and Dividends
	  	 	78	 
			
	 Section 8.4
	 	 Fees
	  	 	8182	 
			
	 Section 8.5
	 	 Monthly Report
	  	 	82	 
			
	 ARTICLE IX
	 	 REPRESENTATIONS AND WARRANTIES OF THE BORROWER
	  	 	82	 
			
	 Section 9.1
	 	 Organization and Good Standing
	  	 	8283	 
			
	 Section 9.2
	 	 Due Qualification
	  	 	8283	 
			
	 Section 9.3
	 	 Power and Authority
	  	 	83	 
			
	 Section 9.4
	 	 Binding Obligations
	  	 	83	 
			
	 Section 9.5
	 	 Security Interest
	  	 	83	 
			
	 Section 9.6
	 	 No Violation
	  	 	84	 
			
	 Section 9.7
	 	 No Proceedings
	  	 	84	 
			
	 Section 9.8
	 	 No Consents
	  	 	8485	 
			
	 Section 9.9
	 	 Solvency
	  	 	85	 
			
	 Section 9.10
	 	 Compliance with Laws
	  	 	85	 
			
	 Section 9.11
	 	 Taxes
	  	 	85	 
			
	 Section 9.12
	 	 Monthly Report
	  	 	85	 
			
	 Section 9.13
	 	 No Liens, Etc.
	  	 	8586	 
			
	 Section 9.14
	 	 Information True and Correct
	  	 	86	 


  
 -iii- 














							
	 Section 9.15
	 	 No Sovereignty
	  	 	86	 
			
	 Section 9.16
	 	 Collateral
	  	 	86	 
			
	 Section 9.17
	 	 Selection Procedures
	  	 	86	 
			
	 Section 9.18
	 	 Indebtedness
	  	 	8687	 
			
	 Section 9.19
	 	 No Injunctions
	  	 	8687	 
			
	 Section 9.20
	 	 No Subsidiaries
	  	 	87	 
			
	 Section 9.21
	 	 ERISA Compliance
	  	 	87	 
			
	 Section 9.22
	 	 Investment Company Status
	  	 	87	 
			
	 Section 9.23
	 	 Set-Off, Etc.
	  	 	87	 
			
	 Section 9.24
	 	 Collections
	  	 	87	 
			
	 Section 9.25
	 	 Value Given
	  	 	87	 
			
	 Section 9.26
	 	 Regulatory Compliance
	  	 	87	 
			
	 Section 9.27
	 	 Separate Existence
	  	 	87	 
			
	 Section 9.28
	 	 Transaction Documents
	  	 	88	 
			
	 Section 9.29
	 	 Compliance with Anti-Corruption Laws and Anti-Money Laundering Laws
	  	 	88	 
			
	 Section 9.30
	 	 Compliance with Sanctions
	  	 	88	 
			
	 Section 9.31
	 	 Beneficial Ownership Certification
	  	 	88	 
			
	 Section 9.32
	 	 Similar Law
	  	 	88	 
			
	 ARTICLE X
	 	 COVENANTS
	  	 	8889	 
			
	 Section 10.1
	 	 Protection of Security Interest of the Secured Parties
	  	 	89	 
			
	 Section 10.2
	 	 Other Liens or Interests
	  	 	90	 
			
	 Section 10.3
	 	 Costs and Expenses
	  	 	90	 
			
	 Section 10.4
	 	 Initial Eligible Collateral Obligation
	  	 	90	 


  
 -iv- 














							
	 Section 10.5
	 	 Separate Existence
	  	 	90	 
			
	 Section 10.6
	 	 Hedging Agreements
	  	 	91	 
			
	 Section 10.7
	 	 Know Your Customer
	  	 	93	 
			
	 Section 10.8
	 	 Taxes
	  	 	9394	 
			
	 Section 10.9
	 	 Merger, Consolidation, Etc.
	  	 	94	 
			
	 Section 10.10
	 	 Deposit of Collections
	  	 	94	 
			
	 Section 10.11
	 	 Indebtedness; Guarantees
	  	 	94	 
			
	 Section 10.12
	 	 Limitation on Purchases from Affiliates
	  	 	94	 
			
	 Section 10.13
	 	 Documents
	  	 	94	 
			
	 Section 10.14
	 	 Preservation of Existence
	  	 	94	 
			
	 Section 10.15
	 	 Limitation on Investments
	  	 	9495	 
			
	 Section 10.16
	 	 Distributions
	  	 	95	 
			
	 Section 10.17
	 	 Performance of Borrower Assigned Agreements
	  	 	9596	 
			
	 Section 10.18
	 	 Material Modifications
	  	 	96	 
			
	 Section 10.19
	 	 Further Assurances; Financing Statements
	  	 	96	 
			
	 Section 10.20
	 	 Obligor Payment Instructions
	  	 	96	 
			
	 Section 10.21
	 	 Delivery of Collateral Obligation Files
	  	 	96	 
			
	 Section 10.22
	 	 Sanctions
	  	 	97	 
			
	 Section 10.23
	 	 Anti-Corruption and Anti-Money Laundering Laws
	  	 	97	 
			
	 Section 10.24
	 	 Beneficial Ownership Certification
	  	 	97	 
			
	 ARTICLE XI
	 	 THE COLLATERAL AGENT AND THE COLLATERAL ADMINISTRATOR
	  	 	97	 
			
	 Section 11.1
	 	 Appointment of Collateral Agent and Collateral Administrator
	  	 	97	 
			
	 Section 11.2
	 	 Monthly Reports
	  	 	97	 


  
 -v- 














							
	 Section 11.3
	 	 Collateral Administration
	  	 	97	 
			
	 Section 11.4
	 	 Removal or Resignation of Collateral Agent and Collateral Administrator
	  	 	101	 
			
	 Section 11.5
	 	 Representations and Warranties
	  	 	102	 
			
	 Section 11.6
	 	 No Adverse Interest of Collateral Agent
	  	 	102	 
			
	 Section 11.7
	 	 Reliance of Collateral Agent and Collateral Administrator
	  	 	103	 
			
	 Section 11.8
	 	 Limitation of Liability and Collateral Agent and Collateral Administrator
Rights
	  	 	103104	 
			
	 Section 11.9
	 	 Tax Reports
	  	 	107	 
			
	 Section 11.10
	 	 Merger or Consolidation
	  	 	107	 
			
	 Section 11.11
	 	 Collateral Agent and Collateral Administrator Compensation
	  	 	107	 
			
	 Section 11.12
	 	 Anti-Terrorism Laws
	  	 	108	 
			
	 ARTICLE XII
	 	 GRANT OF SECURITY INTEREST
	  	 	108	 
			
	 Section 12.1
	 	 Borrower’s Grant of Security Interest
	  	 	108	 
			
	 Section 12.2
	 	 Borrower Remains Liable
	  	 	110	 
			
	 Section 12.3
	 	 Release of Collateral
	  	 	110	 
			
	 ARTICLE XIII
	 	 EVENT OF DEFAULTS
	  	 	111	 
			
	 Section 13.1
	 	 Event of Defaults
	  	 	111	 
			
	 Section 13.2
	 	 Effect of Event of Default
	  	 	113	 
			
	 Section 13.3
	 	 Rights upon Event of Default
	  	 	114	 
			
	 Section 13.4
	 	 Collateral Agent May Enforce Claims Without Possession of Notes
	  	 	114	 
			
	 Section 13.5
	 	 Collective Proceedings
	  	 	115	 
			
	 Section 13.6
	 	 Insolvency Proceedings
	  	 	115	 
			
	 Section 13.7
	 	 Delay or Omission Not Waiver
	  	 	116	 


  
 -vi- 














							
	 Section 13.8
	 	 Waiver of Stay or Extension Laws
	  	 	116	 
			
	 Section 13.9
	 	 Limitation on Duty of Collateral Agent in Respect of Collateral
	  	 	116	 
			
	 Section 13.10
	 	 Power of Attorney
	  	 	117	 
			
	 ARTICLE XIV
	 	 THE AGENT
	  	 	117	 
			
	 Section 14.1
	 	 Appointment
	  	 	117	 
			
	 Section 14.2
	 	 Delegation of Duties
	  	 	118	 
			
	 Section 14.3
	 	 Exculpatory Provisions
	  	 	118	 
			
	 Section 14.4
	 	 Reliance by Note Agents
	  	 	118	 
			
	 Section 14.5
	 	 Notices
	  	 	119	 
			
	 Section 14.6
	 	 Non-Reliance on Note Agents
	  	 	119	 
			
	 Section 14.7
	 	 Indemnification
	  	 	120	 
			
	 Section 14.8
	 	 Successor Note Agent
	  	 	120	 
			
	 Section 14.9
	 	 Note Agents in their Individual Capacity
	  	 	121	 
			
	 Section 14.10
	 	 Borrower Procedural Review
	  	 	121	 
			
	 Section 14.11
	 	 Certain ERISA Matters
	  	 	121	 
			
	 ARTICLE XV
	 	 ASSIGNMENTS
	  	 	123	 
			
	 Section 15.1
	 	 Restrictions on Assignments
	  	 	123	 
			
	 Section 15.2
	 	 Documentation
	  	 	123	 
			
	 Section 15.3
	 	 Rights of Assignee
	  	 	124	 
			
	 Section 15.4
	 	 Assignment by Lenders
	  	 	124	 
			
	 Section 15.5
	 	 Participations; Pledge
	  	 	124125	 


  
 -vii- 














							
	 ARTICLE XVI
	 	 INDEMNIFICATION
	  	 	126	 
			
	 Section 16.1
	 	 Borrower Indemnity
	  	 	126	 
			
	 Section 16.2
	 	 Waiver of Consequential Damages, Etc.
	  	 	126	 
			
	 Section 16.3
	 	 Contribution
	  	 	126127	 
			
	 Section 16.4
	 	 Net After-Tax Basis
	  	 	127	 
			
	 ARTICLE XVII
	 	 MISCELLANEOUS
	  	 	127	 
			
	 Section 17.1
	 	 No Waiver; Remedies
	  	 	127	 
			
	 Section 17.2
	 	 Amendments, Waivers
	  	 	127	 
			
	 Section 17.3
	 	 Notices, Etc.
	  	 	128	 
			
	 Section 17.4
	 	 Costs and Expenses
	  	 	129	 
			
	 Section 17.5
	 	 Binding Effect; Survival
	  	 	129	 
			
	 Section 17.6
	 	 Captions and Cross References
	  	 	130	 
			
	 Section 17.7
	 	 Severability
	  	 	130	 
			
	 Section 17.8
	 	 GOVERNING LAW
	  	 	130	 
			
	 Section 17.9
	 	 Counterparts
	  	 	130	 
			
	 Section 17.10
	 	 WAIVER OF JURY TRIAL
	  	 	130	 
			
	 Section 17.11
	 	 No Proceedings
	  	 	130	 
			
	 Section 17.12
	 	 Limited Recourse
	  	 	131	 
			
	 Section 17.13
	 	 ENTIRE AGREEMENT
	  	 	132	 
			
	 Section 17.14
	 	 Confidentiality
	  	 	132	 
			
	 Section 17.15
	 	 Non-Confidentiality of Tax Treatment
	  	 	133	 
			
	 Section 17.16
	 	 Replacement of Lenders
	  	 	133	 
			
	 Section 17.17
	 	 Consent to Jurisdiction
	  	 	134	 


  
 -viii- 













 LOAN AND SERVICING AGREEMENT 

THIS LOAN AND SERVICING AGREEMENT is made and entered into as of October 11, 2018, among GSO STONE STREET LLC, a Delaware limited
liability company (the “Borrower”), GSO DIRECT LENDING FUND-D LP, a Delaware limited partnership, as Servicer (as hereinafter defined) and as Equityholder (as hereinafter defined), each LENDER
(as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted
assigns in such capacity, a “Lender Agent”), Virtus Group, LP, as Collateral Administrator (as hereinafter defined), Citibank, N.A., as Collateral Agent and Collateral Custodian (each as hereinafter defined), and
SOCIÉTÉ GENERALE, as Agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Agent”). 

RECITALS 
 WHEREAS, the Borrower
desires that each Lender extend financing on the terms and conditions set forth herein; and 
 WHEREAS, each Lender desires to extend
financing on the terms and conditions set forth herein. 
 NOW, THEREFORE, based upon the foregoing Recitals, the premises and the mutual
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 DEFINITIONS 

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings: 

“1940 Act” means the Investment Company Act of 1940, as amended 

“Account” means the Unfunded Exposure Account, the Custodial Account, the Principal Collection Account and the Interest
Collection Account, together with any sub-accounts deemed appropriate or necessary by the Securities Intermediary, for convenience in administering such accounts. 

“Account Collateral” has the meaning set forth in Section 12.1(d). 

“Account Control Agreement” means the Securities Account Control Agreement, dated as of the Effective Date, by and between
the Borrower, as pledgor, the Collateral Agent on behalf of the Secured Parties, as secured party, and the Collateral Custodian, as Securities Intermediary. or replacement index) for such day (or if such day is not a Business Day, the immediately
prior Business Day). 












 “Amount Available” means, with respect to any Distribution Date, the sum of
(a) the amount of Collections with respect to the related Collection Period and any amounts paid into the Collection Account under any Hedging Agreement with respect to the Accrual Period ending on the day preceding such Distribution Date,
plus (b) any investment income earned on amounts on deposit in the Collection Account since the immediately prior Distribution Date (or since the Effective Date in the case of the first Distribution Date), plus (c) any
Repurchase Amounts deposited in the Collection Account with respect to the related Collection Period. 
 “Anti-Corruption
Laws” means any laws, rules and regulations of any jurisdiction applicable from time to time to the Borrower or any of its Affiliates, concerning bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, (15
U.S.C. § 78dd-1, et seq.) and the U.K. Bribery Act 2010. 
 “Anti-Money Laundering
Laws” means any laws, rules and regulations applicable from time to time to the Borrower or any of its Affiliates relating to money laundering or terrorist financing. 

“Applicable Law” means for any Person all existing and future laws, rules, regulations (including temporary and final income
tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Official Body applicable to such Person (including, without limitation, predatory and abusive lending laws, usury laws,
the Federal Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson Moss Warranty Act, the Federal
Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal
credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction. 

“Applicable Margin”
means (a) on any date that is prior to the Second Amendment Effective Date (i) prior to the occurrence of any Event of Default, 2.00% per annum and (ii) on and after the occurrence of any Event of Default, 4.00%. and (b) thereafter, (i) prior to the occurrence of any Event of Default, 2.05% per annum and (ii) on and after
the occurrence of any Event of Default, 4.05%. 
 “Appropriate
Accounting Principles” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied. 

  
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 “Collection Period” means, with respect to the first Distribution Date, the
period from and including the Effective Date to and including the Determination Date preceding the first Distribution Date; and thereafter, the period from but excluding the Determination Date preceding the previous Distribution Date to and
including the Determination Date preceding the current Distribution Date. 
 “Collections” means the sum of all Interest
Collections and all Principal Collections received with respect to the Collateral. 
 “Commitment” means the Revolving
Commitments and the Term Commitments. 
 “Commitment Fee Rate A” means, with respect to a calculation date that occurs
(x) priorfrom
the Second Amendment Effective Date to the 3-month anniversary fromof the Second Amendment Effective Date, 0%, (y) on or after the 3-month
anniversary from the Second Amendment Effective Date and
prior to the 6-month anniversary from the Second Amendment
Effective Date, 0.25% (z) on or after the 6-month anniversary from
the Second Amendment Effective Date and prior to the last
day of the Revolving Period, 0.50%. 
 “Commitment Fee Rate B” means 1.50%. 

“Committed Lenders” means, for any Lender Group, the Persons executing this Agreement in the capacity of a “Committed
Lender” for such Lender Group (or an assignment hereof) in accordance with the terms of this Agreement. 

“Competitor” means (a) any Person primarily engaged in the business of private asset management as a business
development company, mezzanine fund, private debt fund, hedge fund or private equity fund, which is in direct or indirect competition with the Borrower, the Servicer, or any Affiliate thereof that is an investment advisor, (b) any Person
controlled by, or controlling, or under common control with, a Person referred to in clause (a) above, or (c) any Person for which a Person referred to in clause (a) above serves as an investment advisor with discretionary investment
authority. 
 “Conduit Lender” means any Person that shall become a party to this Agreement in the capacity as a
“Conduit Lender” and any assignee of any of the foregoing. 
 “Contractual Obligation” means with respect to any
Person, any provision of any securities issued by such Person or any mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which
either is subject. 
 “Conversion Date” means any date selected by the Agent for conversion of the applicable Revolving
Loans into Term Loans. 

  
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 “Corporate Trust Office” means the applicable designated corporate trust
office of the Collateral Agent or the Collateral Custodian, as applicable, specified on Annex A, or such other address within the United States as it may designate from time to time by notice to the Agent. (expressed as a percentage) and
(y) with respect to any other Collateral Obligation, the Haircut, in each case, as applicable to each such individual Collateral Obligation: 

(a) the excess, if any and without duplication, of the sum of the Principal Balances of all Collateral Obligations that are Second Lien Loans
and Deemed Second Lien Loans over 15.0% of the Excess Concentration Measure; 
 (b) the excess, if any, of the sum of the Principal Balances
of all Collateral Obligations that are obligations of any single Obligor (other than an Obligor described in the following proviso) over 5% of the Excess Concentration Measure; provided, the sums of the Principal Balances of all Collateral
Obligations (individually per Obligor) that are obligations of any three Obligors that represent Principal Balances in excess of all other single Obligors may be up to 7% of the Excess Concentration Measure; 

(c) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations in any single Moody’s Industry Classification
(other than the Corp-Energy: Oil & Gas” Moody’s Industry Classification) other than a Moody’s Industry Classification described in the following proviso over 15% of the Excess Concentration Measure; provided, that
(x) the sum of the Principal Balances of all Collateral Obligations that are obligations of Obligors in the largest Moody’s Industry Classification (other than the “Corp-Energy: Oil & Gas” Moody’s Industry
Classification) may be up to 30% of the Excess Concentration Measure, (y) the sum of the Principal Balances of all Collateral Obligations that are obligations of Obligors in the second largest Moody’s Industry Classification (other than
the “Corp-Energy: Oil & Gas” Moody’s Industry Classification) other than the Moody’s Industry Classification specified in clause (x) may be up to 20% of the Excess Concentration Measure and (z) the Moody’s
Industry Classification of Corp-Energy: Oil & Gas may be up to 10% of the Excess Concentration Measure; 
 (d) the excess, if any,
of the sum of the Principal Balances of all Collateral Obligations that are Fixed Rate Collateral Obligations over 10% of the Excess Concentration Measure; 

(e) the excess, if any and without duplication, of the sum of the Principal Balances of all Collateral Obligations that are Unitranche B
Loans, Unitranche C Loans, Unitranche D Loans, Unitranche E Loans,
FILO A Loans, FILO B Loans, FILO C Loans, FILO D Loans or
FILO
DE Loans over 50.0% of the Excess Concentration Measure; 
 (f) the excess, if any and without
duplication of the Principal Balances of all Collateral Obligations, which have an Obligor organized in a country other than the United States over 10% of the Excess Concentration Measure; 

(g) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are Deferrable Collateral Obligations over 10%
of the Excess Concentration Measure; 
 (h) the excess, if any, of the sum of the Principal Balances of all Senior Secured Bonds over 10% of
the Excess Concentration Measure; 

  
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 (i) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations
that are Variable Funding Assets over 10% of the Excess Concentration Measure; 
 (j) the excess, if any and without duplication of the
Principal Balances of all Collateral Obligations, which have an Obligor organized in Canada over 10% of the Excess Concentration Measure; and 

(k) the excess, if any, of the sum of the Principal Balances of all Collateral Obligations that are First Lien Broadly Syndicated Loans over
40% of the Excess Concentration Measure. 
 “Excess Concentration Measure” means (a) during the Ramp-up
Periodprior to the 3-month anniversary from the Second Amendment Effective Date, the Target Portfolio Amount, and (b) after the Ramp-up Periodthereafter, the sum of (x) the Aggregate Eligible Collateral
Obligation Amount, (y) all Principal Collections on deposit in the Principal Collection Account and (z) all amounts on deposit in the Unfunded Exposure Account. 

“Excess Funds” as of any date of determination and with respect to any Conduit Lender, funds of such Conduit Lender not
required, after giving effect to all amounts on deposit in its commercial paper account, to pay or provide for the payment of (i) all of its matured and maturing commercial paper notes on such date of such determination, (ii) the principal
of and interest on all of its loans outstanding on such date of such determination and (iii) and other amounts in accordance with its commercial paper notes and applicable transaction documents. 

“Excluded Amounts” means (i) any amount received in the Collection Account with respect to any Collateral Obligation,
which amount is attributable to the reimbursement of payment by the Borrower of any Tax, fee or other charge imposed by any Official Body on such Collateral Obligation or on any Related Security, (ii) any interest or fees (including
origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the Borrower purchased such Collateral Obligation, (iii) any reimbursement
of insurance premiums, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Collateral Obligations which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow
arrangements under Underlying Instruments, (v) any amount deposited into the Collection Account in error or (vi) payments by the Obligors of indemnification obligations and reimbursements for actually incurred out-of-pocket expenses, in each case that are not received in lieu of principal, interest or fees owed under the related Underlying Instruments. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in 

  
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the Obligations pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Obligations (other than pursuant to Section 17.16) or
(ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 4.3(f) and (d) any U.S. federal
withholding Taxes imposed under FATCA. 
 “Executive Officer” means, with respect to the Borrower, the Servicer or the
Equityholder, the Chief Executive Officer, the Chief Operating Officer, the Executive Vice President of such Person or any other Person included on the incumbency of the Borrower, Servicer or Equityholder, as applicable, delivered hereunder and,
with respect to any other Person, the President, Chief Financial Officer, Executive Vice President or any Vice President. 

“Extension Request” has the meaning set forth in Section 2.6. 

“Facility” means the loan facility to be provided to the Borrower pursuant to, and in accordance with, this Agreement. 

“Facility Amount” means
$150,000,000250,000,000
 (or such greater amount as may be agreed by the Lenders). 
 “Facility
Termination Date” means the earlier of (i) October 11, 2023 and (ii) the effective date on which the facility hereunder is terminated pursuant to Section 13.2. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any
intergovernmental agreement entered into in connection with such sections of the Code and any legislation, law, regulation or practice enacted or promulgated pursuant to such intergovernmental agreement. 

“Federal Funds Rate” means, for any period, the greater of (a) 0.0% and (b) a fluctuating rate per annum equal
for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from
three federal funds brokers of recognized standing selected by it. 
 “Fee Letter” has the meaning set forth in
Section 8.4. 
 “Fees” has the meaning set forth in Section 8.4. 

  
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 “Margin Stock” means “Margin Stock” as defined under Regulation U issued
by the FRS Board. 
 “Market Value” means, with respect to any Collateral Obligation that is a First Lien Broadly
Syndicated Loan or Senior Secured Bond, at any date of determination thereof selected by the Agent, the product of (x) the bid side market price (expressed as a percentage) of such Collateral Obligation as reasonably determined by the Agent and
(y) the Principal Balance (determined pursuant to clause (y) of the definition thereof) of such First Lien Broadly Syndicated Loan or Senior Secured
Bond, provided, that the Borrower may dispute the determination of the Market Value of any Collateral Obligation by the Agent
upon written notice to the Agent (a “Market Value Dispute Notice”) no later than one Business Day after the Borrower is notified of such determination, and if the Borrower obtains firm executable bids of the then full outstanding
principal amount of such Eligible Collateral Obligation from two Approved Broker Dealers that are not Affiliates of the Borrower within one Business Day after the Market Value Dispute Notice is delivered to the Agent, the Market Price shall be the
median of such bids until the next date of determination of the Market Value of such Eligible Collateral Obligation. 

“Material Adverse Effect” means a material adverse effect on: (a) the assets, operations, properties, financial
condition, or business of the Borrower or the Servicer taken as a whole; (b) the ability of the Borrower or the Servicer to perform its obligations under this Agreement or any of the other Transaction Documents; (c) the validity or
enforceability of this Agreement, any of the other Transaction Documents, or the rights and remedies of the Secured Parties hereunder or thereunder taken as a whole; or (d) the aggregate value of the Collateral or on the collateral assignments
and Liens granted by the Borrower in this Agreement taken as a whole. 
 “Material Modification” means (a) any
amendment, waiver, modification or supplement of any Eligible Collateral Obligation which: 
 (i) reduces or forgives any or
all of the principal amount or non-default interest due under such Collateral Obligation; 

(ii) delays or extends the stated maturity date for such Collateral Obligation; 

(iii) increases the advance rate for such Collateral Obligation by more than 10% (including any subsequent increase of an
additional 10%); 
 (iv) waives one or more interest payments, permits any interest due in cash to be deferred or capitalized
and added to the principal amount of such Collateral Obligation, or reduces the spread or coupon with respect to such Collateral Obligation; 

(v) substitutes, alters or releases the underlying collateral securing such Collateral Obligation and any such substitution,
alteration or release, as determined in the sole discretion of the Agent, materially and adversely affects the value of such Eligible Collateral Obligation; provided that the foregoing shall not apply to any release in conjunction with a
relatively contemporaneous disposition by the related Obligor accompanied by a mandatory reinvestment of net proceeds or mandatory repayment of the related loan facility with the net proceeds; or 

  
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 (b) any other type of amendment, waiver, modification or supplement with
respect to a particular Eligible Collateral Obligation that is specified to Borrower by the Agent in writing; 
 provided that, for the avoidance of
doubt, “Material Modification” shall not include any change to the base rate in respect of a Collateral Obligation from LIBOR to an alternative rate, including any applicable spread or payment frequency adjustments thereto that in the
Servicer’s commercially reasonable judgment is consistent with the successor for LIBOR. 
 “Measurement Date” means
each of the following, as applicable: (i) the Effective Date; (ii) each Determination Date, (iii) each Funding Date; (iv) the date of any repayment or prepayment pursuant to Section 2.4; (v) the date
that the Servicer has actual knowledge of the occurrence of any Evaluation Event with respect to any Collateral Obligation; (vi) the date of any optional repurchase or substitution pursuant to Section 7.11; (vii) the
date of any Optional Sale; and (viii) for purposes of calculating the Market Value of each First Lien Broadly Syndicated Loan or Senior Secured Bond, each Business Day. 

“Minimum Commitment Usage” means, the product of (i) the total Commitments and (ii) (x) on any calculation date priorfrom the Second
Amendment Effective Date to the 63-month anniversary fromof the Second Amendment
Effective Date,
060% or (y) on any calculation date thereafter, 75%. 
 “Monthly Report” means
a report prepared by the Collateral Administrator, on behalf of the Borrower, substantially in the form of Exhibit D. 

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto. 

“Moody’s Industry Classification” means the industry classifications set forth in the Moody’s Global Approach to
Rating Collateralized Loan Obligations dated February 27, 2014, Appendix 7, as identified on Schedule 2 hereto (with the determination of an industry classification for a particular Collateral Obligation being determined in accordance
with the classifications therein or as otherwise agreed by the Agent), as such industry classifications shall be updated at the option of the Agent in its sole discretion if Moody’s publishes revised industry classifications and the application
of such revised industry classifications to this facility is necessary to avoid an increased regulatory capital charge for the Agent or its Affiliates that are Lenders hereunder. 

“Note” means a promissory grid note, in the form of Exhibit A, made payable to the order of a Lender Agent, on behalf
of the related Lenders. 
 “Note Agent” has the meaning set forth in Section 14.1. 

pursuant to the applicable Underlying Instruments and (iv) as to agented loans, Liens in favor of the agent on behalf of all the lenders of the related
Obligor. 

  
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 “Person” means an individual, partnership, corporation (including a
business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture, government or any agency or political subdivision thereof or any other entity. 

“Prepayment Fee” means (x) prior to the one-year anniversary of the Effective
Date, a nonrefundable fee equal to the product of (a) the amount of each permanent reduction in the aggregate amount of the applicable Lender Group’s Term Commitment or Revolving Commitment, and (b) 1.00% and (y) thereafter, zero;
provided that such Prepayment Fees shall be subject to the provisions of Section 2.5. 
 “Primary
Servicer Fee” means with respect to any Distribution Date, the fee payable to the Servicer or successor Servicer (as applicable) for services rendered during the related Collection Period, which shall be equal to one-fourth of the product of (i) the Primary Servicer Fee Percentage multiplied by (ii) the average of the values of the aggregate Collateral Obligation Amount of the Eligible Collateral Obligations on the
first day and the last day of the related Collection Period. For the avoidance of doubt, the Servicer may waive or defer the payment of any Primary Servicer Fee in its sole discretion. 

“Primary Servicer Fee Percentage” means 0.45%. 

“Principal Allocation Formula” means, with respect to a prepayment of the Loans as specifically set forth herein, to each of
the Revolving Loans and Term Loans in accordance with their respective Principal Sharing Percentages (determined immediately prior to the application provided for in this definition); provided, in each case, that if the Principal Allocation
Formula would result in the allocation of a payment of principal to the Revolving Loans in excess of the aggregate outstanding principal amount thereof, then the amount of such excess shall be deposited into the Collection Account. 

“Principal Balance” means with respect to any Collateral Obligation and as of any date, the lower of (x) the Purchase
Price paid by the Borrower
forof such Collateral Obligation as of such date and (y) the outstanding principal balance of such
Collateral Obligation as of such date, exclusive of
(xi) any deferred or capitalized interest on any Deferrable Collateral Obligation that is deferred or capitalized after the Cut-Off Date applicable to such Deferrable
Collateral Obligation and
(yii
) any unfunded amounts with respect to any Variable Funding Asset; provided, that for purposes of calculating the “Principal Balance” of any Deferrable Collateral Obligation, principal
payments received on such Collateral Obligation shall first be applied to reducing or eliminating any outstanding deferred or capitalized interest; provided, further, that the “Principal Balance” of any Variable Funding Asset
as of any date shall be equal to the outstanding principal balance thereof plus amounts on deposit in respect thereof in the Unfunded Exposure Account. The “Principal Balance” of any Equity Security shall be zero. 

  
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 “Principal Collections” means any and all amounts of collections received
with respect to the Collateral other than Interest Collections and Excluded Amounts, including (but not limited to) (i) all collections attributable to principal on such Collateral, (ii) the earnings on Principal Collections in the
Collection Account that are invested in Permitted Investments, (iii) all payments received by the Borrower pursuant to any Hedging Agreement that is an interest rate swap or index rate swap transaction and (iv) all Repurchase Amounts, in
each case other than Retained Interests. 
 “Principal Collection Account” means a segregated, non-interest bearing securities account (within the meaning of Section 8-501 of the UCC) number 12084200, which is created and maintained on the books and records of the
Securities Intermediary entitled “Principal Collection Account” in the name of the Borrower and subject to the prior Lien of the Collateral Agent for the benefit of the Secured Parties, which is established and maintained pursuant to
Section 8.1(a). 
 “Principal Sharing Percentage” means, with respect to any payment of principal
of the Loans that is to be allocated according to the Principal Allocation Formula, a fraction, expressed as a percentage: 

(a) the numerator of which is: 

(i) the aggregate principal amount of the Term Loans or Revolving Loans, as applicable, outstanding on such date; and 

(b) the denominator of which is the sum of: 

(i) the aggregate principal amount of the Term Loans outstanding on such date; and 

(ii) the aggregate principal amount of the Revolving Loans outstanding on such date. 

“Proceeding” means any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation,
dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a Person. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be
amended from time to time. 
 “Purchase Price” means, with respect to anyas of
any date of determination, (a) with respect to any Collateral Obligation acquired by the Borrower in connection with its primary origination for a purchase price (as a percentage of par) equal to or greater than 97%, the par value of such
Collateral Obligation as of the date of such acquisition minus all Principal Collections described in clause (i) of the definition thereof received by the Borrower as of such date in respect of such Collateral Obligation, and
(b) with respect to any other Collateral Obligation, the actual price paid by the Borrower for such Collateral Obligation minus all Principal Collections described in clause
(i) of the definition thereof received by the Borrower as of such date in respect of such Collateral Obligation. 

  
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“Ramp-up Period” means the period from and including the
Effective Date to the earlier of (i) the first date on which the sum of the Principal Balances of all Eligible Collateral Obligations equals or is greater than the Target Portfolio Amount and (ii) the six-month anniversary of the Effective
Date. 
 “Rating Agencies” means Standard &
Poor’s, Morningstar Credit Ratings, LLC, Moody’s and any other rating agency that has been requested to issue a rating with respect to the commercial paper notes issued by any Conduit Lender. 

“Recipient” means (a) the Agent, (b) any Lender Agent, (c) any Lender and (d) any other recipient of a
payment hereunder. 
 “Records” means the Collateral Obligation File for any Collateral Obligation and all other documents,
books, records and other information prepared and maintained by or on behalf of the Borrower with respect to any Collateral Obligation and the Obligors thereunder, including all documents, books, records and other information prepared and maintained
by the Borrower or the Servicer with respect to such Collateral Obligation or Obligors. 
 “Reinvestment” has the meaning
given in Section 8.3(b). 
 “Reinvestment Date” has the meaning given in
Section 8.3(b). 
 “Reinvestment Request” has the meaning given in
Section 8.3(b). 
 “Related Collateral Obligation” means any Collateral Obligation where the
Equityholder or any Subsidiary of the Equityholder owns a Variable Funding Asset pursuant to the same Underlying Instruments; provided that any such asset will cease to be a Related Collateral Obligation once all commitments by the
Equityholder or any such Subsidiary to make advances or fund such Variable Funding Asset to the related Obligor expire or are irrevocably terminated or reduced to zero. 

“Related Property” means, with respect to a Collateral Obligation, any property or other assets designated and pledged or
mortgaged as collateral to secure repayment of such Collateral Obligation, including, without limitation, any pledge of the stock, membership or other ownership interests in the related Obligor or its subsidiaries, all Warrant Assets with respect to
such Collateral Obligation and all proceeds from any sale or other disposition of such property or other assets. 
 “Related
Security” means, with respect to each Collateral Obligation: 
 (a) any Related Property securing a Collateral Obligation, all
payments paid in respect thereof and all monies due, to become due and paid in respect thereof accruing after the applicable Loan Date and all liquidation proceeds thereof; 

(b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any such indebtedness; 

  
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 “Revolving Commitment” means, for each Revolving Lender, (a) prior to
the Facility Termination Date, the commitment of such Revolving Lender to make Loans to the Borrower in an amount not to exceed, in the aggregate, the amount set forth opposite such Revolving Lender’s name on Annex B or pursuant to the
assignment executed by such Revolving Lender and its assignee(s) and delivered pursuant to Article XV (as such Revolving Commitment may be reduced as set forth in Section 2.5), and (b) on and after the earlier
to occur of (i) Facility Termination Date and (ii) the end of the Revolving Period, such Revolving Lender’s pro rata share of all Loans outstanding. 

“Revolving Lender” means each Person that is listed as a “Revolving Lender” on the signature pages hereto or any
Assignment Agreement, any Person that shall have become a party hereto in respect of the Revolving Loans and, in each case, their respective successors. 

“Revolving Loans” has the meaning assigned to such term in Section 2.1. 

“Revolving Period” means the period of time starting on the Effective Date and ending on the earliest to occur of
(i) October 11, 2021 or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and each Lender Agent, (ii) the date on which the Facility Amount is terminated in full
pursuant to Section 2.5 or (iii) the occurrence of an Event of Default. 
 “Sale Agreement”
means the Sale and Contribution Agreement, dated as of the date hereof, by and between the Equityholder, as seller, and the Borrower, as purchaser. 

“Sanctions” means any economic or financial sanctions or trade embargoes (or similar measures) imposed, administered or
enforced from time to time by (a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), (b) the United Nations Security Council, (c) the
European Union or any member state thereof, or (d) Her Majesty’s Treasury of the United Kingdom. 
 “Sanctioned
Person” means any Person that is a designated target of any Sanctions or otherwise a subject of any Sanctions, including as a result of being (a) owned or controlled directly or indirectly by any Persons (or Person) that are designated
targets of any Sanctions, or (b) organized or operating under the laws of, or a citizen or resident of, any country or territory that is subject to any comprehensive territory-wide Sanctions. 

“Schedule of Collateral Obligations” means the list or lists of Collateral Obligations attached to each Asset Approval
Request. Each such schedule shall identify the assets that will become Collateral Obligations, shall set forth such information with respect to each such Collateral Obligation as the Borrower or the Agent may reasonably require and shall supplement
any such schedules attached to previously-delivered Asset Approval Requests. 
 “Scheduled Collateral Obligation Payment”
means each periodic installment payable by an Obligor under a Collateral Obligation for principal and/or interest in accordance with the terms of the related Underlying Instrument. 

“Second
Amendment Effective Date” means June 13, 2019. 

  
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 loan obligations, asset backed securities and commercial mortgage backed securities or any resecuritization
thereof. 
 “Subsidiary” means, with respect to any Person, a corporation, partnership or other entity of which such Person
and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors. 

“Substituted Collateral Obligation” means, with respect to any Collection Period, any Warranty Collateral Obligation with
respect to which the Equityholder has substituted in a replacement Eligible Collateral Obligation pursuant to Section 7.11 and the Sale Agreement. 

“Swap Contracts” means, as to any Person, all payment and collateralization obligations of such Person in respect of
(a) any rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc. (“ISDA”), any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such agreement. 

“Target Portfolio Amount” means
$250,000,000.415,000,000.
 
 “Taxes” means all present or future taxes, levies, imposts,
duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto. 

“Term Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make Term Loans to the
Borrower on the Effective Date, pursuant to an Assignment Agreement or on any Conversion Date in the amount of the total Term Loans as set forth on Annex B, as such amount may be terminated or reduced from time to time in accordance with the
terms of this Agreement; provided that any reduction of a Term Loan shall result in a dollar for dollar reduction of the applicable Term Commitment. 

“Term Lender” means each Person that is listed as a “Term Lender” on the signature pages hereto or any Assignment
Agreement, any Person that shall have become a party hereto pursuant to this Agreement in respect of a Term Loan, any Person that shall have converted all or a portion of its Revolving Loans into Term Loans pursuant to
Section 2.4(c) of this Agreement and, in each case, their respective successors, in each case other than any such Person that ceases to be a party hereto. 

  
 -43- 













 agreement may be amended, restated, supplemented or otherwise modified from time to time, a “Fee
Letter”). Notwithstanding anything to the contrary herein, no Unused Commitment A or Unused Commitment B fees
will be paid to Term Lenders on their Term Commitments. 
 Section 8.5
Monthly Report. The Collateral Administrator shall prepare (based on information provided to it by the Servicer, the Agent, the Lender Agents and the Lenders as set forth herein) a Monthly Report in the form of Exhibit D determined as of the
close of business on each Determination Date and make available such Monthly Report to the Agent, each Lender Agent, the Borrower and the Servicer on each Reporting Date starting with the Reporting Date in November 2018. If any party receiving any
Monthly Report disagrees with any items of such report, it shall contact the Collateral Administrator and notify it of such disputed item and provide reasonably sufficient information to correct such item, with (if other than the Agent) a copy of
such notice and information to the Agent, each Lender Agent and the Servicer. Unless the Collateral Administrator is otherwise timely directed by the Agent, the Collateral Agent shall distribute a revised Monthly Report on the Business Day after it
receives such information. If the Collateral Administrator is directed by the Agent that the Collateral Administrator should not make such correction, the Collateral Administrator shall take such action as instructed by the Agent and shall have no
responsibilities with respect to the applicable Monthly Report. The Agent’s reasonable determination with regard to any disputed item in the Monthly Report shall be final. 

Without limiting the generality of the foregoing, in connection with the preparation of a Monthly Report, the Agent and the Lender Agents
shall be responsible for providing to the Collateral Administrator the information required by Section 3.4 for part (d) of Exhibit D for such Monthly Report on which the Collateral Administrator may conclusively
rely. The Agent shall review and verify the contents of the aforesaid reports (including the Monthly Report), instructions, statements and certificates. Upon receipt of approval from the Agent, such reports, instructions, statements and certificates
shall be executed by the Borrower and the Servicer and, in the case of the Monthly Report, the Collateral Agent shall make the distributions required by Section 8.3 pursuant to such Monthly Report. 

ARTICLE IX 
 REPRESENTATIONS AND
WARRANTIES OF THE BORROWER 
 In order to induce the other parties hereto to enter into this Agreement and, in the case of the Lenders, to
make Loans hereunder, the Borrower hereby represents and warrants to the Agent, the Lender Agents and the Lenders as to itself, as of the Effective Date and each Funding Date, as follows: 

Section 9.1 Organization and Good Standing. It has been duly organized and is validly existing under the laws of the jurisdiction
of its organization, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted. It had at all relevant times and now has, power, authority and legal
right (x) to acquire and own the Collateral Obligations and its interest in the Related Security, and to grant to the Collateral Agent a security interest in the Collateral Obligations and 

  
 -83- 













 ANNEX A 

GSO STONE STREET LLC 
 as Borrower 

345 Park Avenue, 31st Floor 
 New York, NY 10154 

Attention: Jana Douglas 
 Telephone: 212-503-2025 
 Email: GSOAssetServicing@Blackstone.com 

GSO DIRECT LENDING FUND-D LP 

as Servicer and Equityholder 
 345 Park Avenue, 31st Floor

 New York, NY 10154 
 Attention: Shaker Choudhury 

Telephone: 212-503-2010 

Email: GSOTreasury@Blackstone.com 
 CITIBANK, N.A., 

as Collateral Agent and Collateral Custodian 
 For
delivering physical securities: 
 Citibank, N.A. 
 399 Park
Avenue 
 Level “B”—Securities Vault 
 New York,
NY 10022 
 Attn: Mr. Keith Whyte (212-559-1207), GSO Stone Street LLC

 All physical securities must be sent by trackable courier service (e.g. UPS or Federal Express) 

For all other purposes: 
 388 Greenwich Street 

New York, New York 10013 
 Attn: Citibank Agency & Trust
– GSO Stone Street LLC 
 Email: thomas.varcados@citi.com or call (888) 855-9695 to obtain the account administrator’s email address 
 VIRTUS GROUP, LP, 

as Collateral Administrator 
 1301 Fannin Street, 17th
Floor 
 Houston, TX 77002 
 Attention: GSO Stone Street LLC
email: gsostonestreetllc@virtusllc.com 

Fax: 888-467-3196 

SOCIÉTÉ GENERALE, 
 as Agent 

  
 A-1 













 Annex B 

 

					
	 Lender
	  	 Commitment
	  	 Revolving or Term Commitment

	 Société Generale
	  	$ 110,000,000151,500,000	  	Revolving Commitment
	 Great American Life
Insurance Company
	  	$ 32,000,00025,000,000	  	TermRevolving Commitment
	 Great American
Life
Insurance Company
	  	$ 58,800,000	  	Term Commitment
	 Great American
Insurance Company
	  	$ 8,000,00014,700,000	  	Term Commitment
	 Total
	  	$ 150,000,000250,000,000	  	


  
 B-1 













 APPENDIX B 

Reallocation Notice 
  

																									
	 Revolving Lender
	  	Revolving
Commitment
(immediately
prior to
Amendment
effectiveness)	 	  	Revolving
Loans
Outstanding
(immediately
prior to
Amendment
effectiveness)	 	  	Funds to
Transfer	 	  	Funds to
Receive	 	  	Revolving
Commitment
(immediately
after
Amendment
effectiveness)	 	  	Outstanding
Principal Balance
of Revolving
Loans
(immediately
after funds
transfer pursuant
to Amendment §
3.1)	 
	 Société Generale
	  	$	76,500,000	 	  	$	57,296,819	 	  	 	0	 	  	$	8,115,696.74	 	  	$	151,500,000	 	  	$	49,181,122.26	 
	 Great American Life Insurance Company
	  	 	0	 	  	 	0	 	  	$	8,115,696.74	 	  	 	0	 	  	$	25,000,000	 	  	$	8,115,696.74	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	76,500,000	 	  	$	57,296,819	 	  	$	8,115,696.74	 	  	$	8,115,696.74	 	  	$	176,500,000	 	  	$	57,296,819.00	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 













 The funds to be transferred on the date hereof as set forth above shall be wired by the applicable
transferee Revolving Lender(s) to the Agent pursuant to the following wiring instructions, and the Agent shall wire such amount to the applicable transferor Revolving Lender(s): 

Bank: Societe Generale 
 ABA #: 026004226 

Account Name: LSG 
 Ref: GSO Stone Street LLC 

Account Number: 9051422