FS Investment Corporation III 8-K


 


Exhibit 10.1


 


 


EXECUTION VERSION


AMENDMENT NO. 7 TO
LOAN FINANCING AND SERVICING AGREEMENT, dated as of January 12, 2017 (this “Amendment”), among Dunlap Funding
LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as administrative
agent (the “Administrative Agent”), each Lender party hereto (each, a “Lender” and collectively,
the “Lenders”) 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 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,
the Administrative Agent, the Lenders 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 Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended as follows:


(a)       


by deleting
the definition of “Facility Amount” in its entirety and inserting the following in lieu thereof:


“Facility
Amount” means (a) prior to the end of the Revolving Period, $350,000,000, unless this amount is permanently (x) increased
pursuant to Section 2.8 and/or (y) reduced pursuant to Section 2.5, in which event it means such higher or lower
amount, as applicable, and (b) after the end of the Revolving Period, the Advances outstanding.




    	 		 



    	 



    

 


(b)       


by deleting
the information for Dunlap Funding LLC in Annex A in its entirety and inserting the following in lieu thereof:


“DUNLAP
FUNDING LLC


c/o FS Investment
Corporation III


201 Rouse Boulevard


Philadelphia,
PA 19112


Attention: Gerald
F. Stahlecker, Executive Vice President


Telephone: (215)
495-1169


Facsimile: (215)
222-4649


Email: credit.notices@fsinvestments.com”


(c)       


by adding
the following new Section 1.2(j):


“For
all purposes under this Agreement, each reference to Note shall mean either (i) the Note delivered by the Borrower to the requesting
Lender Group or (ii) if any Lender Group does not request a Note, then it shall mean the outstanding Class A-1 Commitment or Class
A-2 Commitment, as applicable, of such Lender Group.”


(d)       


by deleting
Annex B in its entirety and inserting the following in lieu thereof:


 


	Lender	Class A-1 Commitment	Class A-2 Commitment
	Deutsche Bank AG, New York Branch	$275,000,000	$0
	Pioneers Gate LLC	$0	$75,000,000


 


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 Administrative
Agent shall have received certified copies of the resolutions of the board of managers (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;




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(c)       


the Administrative
Agent shall have received the executed legal opinion of Dechert LLP, counsel to the Borrower, in form and substance acceptable
to the Administrative Agent in its reasonable discretion; 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 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.


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






 













    	 	[Seventh Amendment to LFSA]	 



    	 



    

 


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



 


 










    	 	[Seventh Amendment to LFSA]	 



    	 



    







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









 


 


 


 







    	 	[Seventh Amendment to LFSA]	 



    	 



    

 





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



 


 


 


 





    	 	[Seventh Amendment to LFSA]	 



    	 



    

 


 





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






 


  


 


 






    	 	[Seventh Amendment to LFSA]