Exhibit 10.6


 


FORM OF EXPENSE SUPPORT AND


CONDITIONAL REIMBURSEMENT AGREEMENT


 


This Expense Support and Conditional Reimbursement
Agreement (the “Agreement”) is made [ · ], 2016, by and between Hancock Park Corporate Income,
Inc. (the “Company”), and OFS Capital Management, LLC (the “Advisor”).


 


WHEREAS, the Company is a newly organized,
non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a
“BDC”) under the Investment Company Act of 1940, as amended (the “ Investment Company Act”);


  


WHEREAS, The Advisor is the Company’s
investment advisor; and


 


WHEREAS, the Company and the Advisor have
determined that it is appropriate and in the best interests of the Company to ensure that no portion of distributions made to the
Company’s shareholders will be paid from offering proceeds or borrowings of the Company.


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the parties hereby agree as follows:


 


1.   
Advisor’s Expense Payments to the Company


 


(a)   On a quarterly basis, the Advisor shall reimburse the Company for Operating Expenses (as defined in Section 2(c)) in an amount
equal to the difference between the Company’s cumulative distributions paid to the Company’s shareholders in each quarter
less Available Operating Funds (defined below) recognized by the Company on account of its investment portfolio during such quarter. 
Any payments required to be made by the Advisor pursuant to the preceding sentence shall be referred to herein as an “Expense
Payment”.


 


(b)   
The Advisor’s obligation to make an Expense Payment shall automatically become a liability of the Advisor and the right to
such Expense Payment shall be an asset of the Company on the last business day of the applicable quarter. The Expense Payment for
any quarter shall be paid by the Advisor to the Company in any combination of cash or other immediately available funds, and/or
offset against amounts due from the Company to the Advisor on the same day that the Company pays amounts due from the Company to
the Advisor.


 


(c)   For purposes
of this Agreement, “Available Operating Funds” means the sum of (i) the Company’s
net investment company taxable income and estimated current investment company taxable income (including net
short-term capital gains reduced by net long-term capital losses), (ii) the Company’s cumulative realized taxable
net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and
(iii) dividends and other distributions paid to the Company on account of preferred and common equity investments in
portfolio companies, if any (to the extent such amounts listed in clause (iii) are not included under clauses
(i) and (ii) above).


 


2.    Reimbursement of Expense Payments by the Company


 


(a)   Following any quarter in which Available Operating Funds exceed the cumulative distributions paid by the Company in respect of
such quarter (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the
Company shall pay such Excess Operating Funds, or a portion thereof, in accordance with Sections 2(b), 2(c) and 2(d), as applicable,
to the Advisor until such time as all Expense Payments made by Advisor to the Company within three years prior to the last business
day of such quarter have been reimbursed.  Any payments required to be made by the Company pursuant to this Section 2(a) shall
be referred to herein as a “Reimbursement Payment”.


 


(b)   Subject to Sections 2(c) and 2(d), as applicable, the amount of the Reimbursement Payment for any quarter shall equal the
lesser of (i) the Excess Operating Funds in respect of such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company
within three years prior to the last business day of such quarter that have not been previously reimbursed by the Company to the
Advisor.




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(c)   Notwithstanding
anything to the contrary in this Agreement, the amount of the Reimbursement Payment for any quarter shall be reduced to the
extent that such Reimbursement Payment, together with all other Reimbursement Payments paid during that fiscal year, would
cause Other Operating Expenses (as defined below) (on an annualized basis and net of any Expense Payments received by the
Company during such fiscal year) to exceed the percentage of the Company’s average net assets attributable to the
Company’s common shares of beneficial interest represented by Other Operating Expenses during the fiscal year in which
such Expense Payment was made (provided, however, that this clause shall not apply to any Reimbursement Payment which relates
to an Expense Payment made during the same fiscal year).  For purposes of this Agreement, “ Other Operating
Expenses” means the Company’s total Operating Expenses (as defined below), excluding base management
fees, incentive fees, organization and offering expenses, distribution and shareholder servicing fees, financing fees and
costs, interest expense, brokerage commissions, the impact of any expense limitation agreements, and extraordinary
expenses.  “Operating Expenses” means all of the Company’s operating costs and expenses
incurred, as determined in accordance with generally accepted accounting principles for investment companies. The calculation
of average net assets shall be consistent with such periodic calculations of average net assets in the Company’s
financial statements.


 


(d)   Notwithstanding
anything to the contrary in this Agreement, no Reimbursement Payment for any quarter shall be made if (i) the Operating
Expense Ratio at the time or reimbursement, after taking into account the reimbursement payment under this Agreement,
is higher than the Operating Expense Ratio at the time that the corresponding expense support liability was incurred by
the Advisor or (ii) the Effective Rate of Distributions Per Share declared by the Company at the time of such
Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to
which such Reimbursement Payment relates. For purposes of the Agreement, (x) “Operating Expense
Ratio” means all Other Operating Expenses borne by the Company as a percentage of net assets and (y)
“Effective Rate of Distributions Per Share” means the annualized rate of regular cash distributions
per share exclusive of return of capital and distribution rate reduction due to distribution and shareholder fees, if
any.


 


(e)   The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company and the right
to such Reimbursement Payment shall be an asset of the Advisor on the last business day of the applicable quarter. The Reimbursement
Payment for any quarter shall be paid by the Company to the Advisor in any combination of cash or other immediately available funds
as promptly as possible following such quarter. Any Reimbursement Payment shall be deemed to have reimbursed the Advisor for Expense
Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement under this Section 2. 
The Company’s Audit Committee shall review the basis and determination of Reimbursement Payments on a quarterly basis.


 


(f)    All Reimbursement Payments hereunder shall be deemed to relate to the earliest unreimbursed Expense Payments made by the Advisor
to the Company within three years prior to the last business day of the quarter in which such Reimbursement Payment obligation
is accrued.


 


3.   Termination and Survival


 


(a)  This Agreement shall become effective as of the date of this Agreement.


 


(b)  This Agreement may be terminated at any time, without the payment of any penalty, by the Company or the Advisor at any time, with
or without notice.


 


(c)  Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. 


 


4.   Miscellaneous


 


(a)   The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.


 




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(b)  This Agreement contains
the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject
matter hereof.


 


(c)   Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed
in accordance with the laws of the State of New York. For so long as the Company is regulated as a business development company
under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment
Company Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict
with the provisions of the Investment Company Act, the latter shall control. Further, nothing in this Agreement shall be deemed
to require the Company to take any action contrary to the Company’s Amended and Restated Charter or Bylaws.


 


(d)   If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.


 


(e)   The Company shall not
assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the
Advisor.


 


(f)   This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any
number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which
shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives as of the date first written above.


 


 



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