FS Investment Corp III 8-K


EXHIBIT 10.1


AMENDMENT NO. 2 TO
LOAN FINANCING AND SERVICING AGREEMENT, dated as of March 24, 2015 (this “Amendment”), between Dunlap Funding
LLC, a Delaware limited liability company (the “Borrower”), and Deutsche Bank AG, New York Branch, as administrative
agent (the “Administrative Agent”).


WHEREAS, the Borrower,
Wells Fargo Bank, National Association, as collateral agent and collateral custodian, each Lender party thereto and the Administrative
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
and the Administrative Agent have agreed to amend the Loan Agreement in accordance with 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 Loan Agreement. As of the date of this Amendment, the Loan Agreement
is hereby amended as follows: 


(a)                
by deleting “$150,000,000” in the definition of “Facility Amount”
and inserting “$200,000,000” in lieu thereof; and 


(b)                
by deleting “$150,000,000” on Annex B and inserting “$200,000,000”
in lieu thereof.


ARTICLE
III



Conditions to Effectiveness


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






    	



    	 



    

 


(a)                
the execution and delivery of this Amendment by the Borrower and the Administrative Agent;


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


(c)                
the Administrative 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 Administrative Agent’s receipt of an amendment fee equal to the product of (x) $50,000,000
and (y) 1.0%.


ARTICLE
IV



Representations and Warranties


SECTION
4.1.                    
The Borrower hereby represents and warrants to the Administrative 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.


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.






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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]


 



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 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/ Gerald Stahlecker

Name: Gerald F. Stahlecker

Title: Executive Vice President





    	 









[Signature Page to Amendment No. 2 to Loan Agreement]



 


    	 



    

 


DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
Agent


		By:	/s/ Amit Patel

Name: Amit Patel

Title: Director



		By:	/s/ Katherine Bologna

Name: Katherine Bologna

Title: Director





 


 


 


 


 


 


 





[Signature Page to Amendment No. 2 to Loan Agreement]