FS Investment Corporation III 8-K


Exhibit 10.1


 





FOURTH AMENDMENT AGREEMENT


 


AMENDMENT AGREEMENT (“Amendment”) dated as of
August 29, 2016 to the Committed Facility Agreement dated as of October 17, 2014 between BNP Paribas Prime Brokerage, Inc. (“BNPP
PB, Inc.”) and Burholme Funding LLC (“Customer”).


 


WHEREAS, BNPP PB, Inc. and Customer previously entered into a Committed
Facility Agreement dated as of October 17, 2014 (as amended from time to time, the “Agreement”);


 


WHEREAS, the parties hereto desire to amend the Agreement as provided
herein;


 


NOW THEREFORE, in consideration of the mutual agreements provided
herein, the parties agree to amend the Agreement as follows:


 


		1.	Amendment to Facility Termination Events set forth in Section 13 of the Agreement



 


Subsection (c)(iii) of Section 13 is hereby amended effective
as of January 1, 2016 be deleting all of the text following the semi-colon at the end of clause (C) and replacing it with the following
proviso:


 


provided, however, that for purposes of the foregoing
clauses (A), (B) and (C) in respect of the Customer only, any prepayments of the Outstanding Debit Financing (whether voluntary
or mandatory and including any prepayments in connection with a reduction of the Maximum Commitment Financing) will be disregarded
and, in any such case, the Net Asset Value of the Customer as of the beginning of the relevant period will be adjusted to reflect
such prepayment and any change in Net Asset Value during the relevant period will be calculated using such adjusted beginning Net
Asset Value amount;


 


		2.	Amendment to the Financing Rate set forth in Appendix B of the Agreement



 


The section titled “Financing Rate” in Appendix
B to the Agreement is hereby amended effective on and after January 2, 2017 by replacing the words “110 bps” wherever
it appears under the Customer Debit Rate with the words “125 bps”.


 


		3.	Amendment to the Commitment Fee set forth in Appendix B of the Agreement



 


The section titled “Commitment Fee” in Appendix
B to the Agreement is hereby amended effective on and after January 2, 2017 by replacing the words “(c) 55 bps” with
the following words:


 


“(c) 85 bps; provided, however, that (c) shall be
65 bps on any day on which the Outstanding Debit Financing is 75% or more of the Maximum Commitment Financing”


 


		4.	Representations



 


Each party represents to the other party that all representations
contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be
given or repeated by each party, as the case may be, on the date of this Amendment, in each case, however, except for any representation
that refers to a specific date, as to which each party represents to the other party that such representation is true and accurate
as of such specific date and is deemed to be given or repeated by each party, as the case may be, as of such specific date.


 


		5.	Miscellaneous



 


		(a)	Definitions. Capitalized terms used in this Amendment and not otherwise defined herein
shall have the meanings specified for such terms in the Agreement.





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		(b)	Entire Agreement. The Agreement as amended and supplemented by this Amendment constitutes
the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications
and prior writings (except as otherwise provided herein) with respect thereto. Except as expressly set forth herein, the terms
and conditions of the Agreement remain in full force and effect.



		(c)	Counterparts.  This Amendment may be executed and delivered in counterparts (including
by facsimile transmission), each of which will be deemed an original.



		(d)	Headings. The headings used in this Amendment are for convenience of reference only and
are not to affect the construction of or to be taken into consideration in interpreting this Amendment.



		(e)	Governing Law. This Amendment will be governed by and construed in accordance with the
laws of the State of New York (without reference to choice of law doctrine).



 


(Signature page follows)




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IN WITNESS WHEREOF the parties have executed this Amendment
with effect from the first date specified on the first page of this Amendment.


 





	BNP PARIBAS PRIME BROKERAGE, INC.	 	BURHOLME FUNDING LLC	 
	 	 	 	 
	/s/ JP Muir	 	/s/ Gerald F. Stahlecker	 
	Name: JP Muir	 	Name:
        Gerald F. Stahlecker	 
	Title: Managing Director	 	Title: Executive Vice President	 
	 	 	 	 
	 	 	 	 
	/s/ Edward Speal	 	 	 
	Name: Edward Speal	 	 	 
	Title: Managing Director	 	 	 



 





 




 



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