FS Investment Corporation III 8-K 


Exhibit 10.1 


AMENDMENT NO. 1 TO LOAN AGREEMENT


 


This AMENDMENT NO. 1 TO LOAN AGREEMENT,
dated as of September 8, 2015 (this “Amendment”), among JEFFERSON SQUARE FUNDING LLC, a Delaware limited liability
company, as borrower (the “Company”); the Financing Providers party hereto; CITIBANK, N.A. (“Citibank”),
in its capacity as collateral agent (in such capacity, the “Collateral Agent”); VIRTUS GROUP, LP, in its capacity
as collateral administrator (in such capacity, the “Collateral Administrator”); Citibank, in its capacity as
securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as administrative agent for the Financing Providers hereunder (in such capacity, the “Administrative Agent”),
amends the Loan Agreement, dated as of May 8, 2015 (the “Loan Agreement”), among the Company, the Financing Providers
party thereto, the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Administrative Agent.


WHEREAS, the Company, the Collateral
Agent, the Collateral Administrator, the Securities Intermediary and the Administration Agent desire to the amend the Loan Agreement.


NOW, THEREFORE, in consideration of the
foregoing premises, the parties hereto mutually agree as follows:


SECTION
1.  Defined Terms.
For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise
defined herein shall have the respective meanings assigned to such terms in the Loan Agreement.


SECTION
2.  Amendments to the
Loan Agreement.


a.      
Amendments to Defined Terms:


                                                                                      
i.     
The definition of “Ramp-Up Period” is hereby deleted in its entirety and
replaced with


“Ramp-Up Period” means the period
from and including the Effective Date to, but excluding, November 10, 2015.”


                                                                                     
ii.     
The following new definition of “Unused Fee” is hereby added:


“Unused Fee” means (i) with respect
to any date during the period beginning on September 8, 2015 and continuing through the last day of the Ramp-Up Period, the 1%
per annum on the excess of the Financing Commitment over the average aggregate Advances as of such date, if any, and (ii) with
respect to any other date, $0.


b.      
The first sentence of Section 4.03(c) is hereby deleted in its entirety and replaced with
the following:


Subject to the
requirements of this Section 4.03(c), the Company shall have the right from time to time to prepay outstanding Advances in whole
or in part (i) on any Business Day that JPMorgan Chase Bank, National Association ceases to act as Administrative Agent, (ii) upon
the occurrence of a Repayment Event, (iii) in connection with a Coverage Event Cure or (iv) subject to the payment of the premium
described in Section 4.03(d), on the last day of any Calculation Period; provided that, the Company may not prepay any outstanding
Advances pursuant to this Section 4.03(c)(iv) prior to the 26-month anniversary of the date hereof.



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c.       
The following new Section 4.07 is hereby added:


Section 4.07Unused Fee.


Accrued Unused Fees shall be payable
in full in cash by the Company to the Administrative Agent for the account of each Lender on each Interest Payment Date and on
the Maturity Date. All Unused Fees shall be fully earned when paid and nonrefundable under any circumstances.


SECTION
3.  Effect of this Amendment.
The Loan Agreement is in all respects modified and amended in accordance herewith, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under the Loan Agreement of the Company, the Financing Providers party thereto,
the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Administrative Agent are hereby determined,
exercised and enforced subject in all respects to the modifications and amendments, and all the terms and conditions of this Amendment
are hereby deemed to be part of the terms and conditions of the Loan Agreement for any and all purposes.


SECTION
4.  Governing Law.
This Amendment will be governed by and construed in accordance with the law of the State of New York.


SECTION 5. 
Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.


 


SECTION 6. 
Counterparts. This Amendment may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


 


[SIGNATURE PAGES FOLLOW]









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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above
written.










	 	
        JEFFERSON SQUARE FUNDING LLC, as Company

	 	 
	 	By:	/s/ Gerald F. Stahlecker
	 	 	Name: Gerald F. Stahlecker
	 	 	Title: Executive Vice President
	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
	 	 
	 	By:	/s/ Louis Cerotta
	 	 	Name: Louis Cerotta
	 	 	Title: Executive Director
	 	 	 
	 	 	 
	 	CITIBANK, N.A., 

as Collateral Agent
	 	
        

	 	By:	/s/ Thomas J. Varcados
	 	 	Name: Thomas J. Varcados
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	CITIBANK, N.A., 

as Securities Intermediary
	 	
        

	 	By:	/s/ Thomas J. Varcados
	 	 	Name: Thomas J. Varcados
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	VIRTUS GROUP, LP,  

as Collateral Administrator
	 	
        

	 	By:	/s/ Joseph U. Elston
	 	 	Name: Joseph U. Elston
	 	 	Title: Partner


 


The Financing Providers


 


	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Lender
	 	
        

	 	By:	/s/  Louis Cerotta
	 	 	Name:  Louis Cerotta
	 	 	Title: Executive Director