**Exhibit 10.29**

**EXECUTION VERSION**

AMENDMENT NO. 3 TO LOAN FINANCING AND SERVICINGAGREEMENT, dated as of May 7, 2015 (this “Amendment”), among Darby Creek LLC, a Delaware limited liability company (the “Borrower”), FS Investment Corporation II, a Maryland corporation (the “InvestmentManager”), Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “Collateral Agent”), each Lender party hereto (each, a “Lender” and collectively, the“Lenders”), and Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”). 

WHEREAS, the Borrower, the Collateral Agent, the Lenders and the Administrative Agent are party to the Loan Financing and Servicing Agreement, dated as of February 20, 2014 (as amended, supplemented,amended and restated and otherwise modified from time to time, the “Loan Agreement”); and 

WHEREAS, theBorrower, the Investment Manager, the Collateral Agent, the Lenders 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 valuableconsideration, 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 LoanAgreement. 

**ARTICLE II**

**Amendments**

SECTION 2.1. Amendments to the LoanAgreement. As of the date of this Amendment, the Loan Agreement is hereby amended as follows: 

(a) todelete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the bold and double-underlined text (indicated textually in the same manner as the following example:**bold and double-underlined text**) as set forth on the pages of the Loan Agreement attached as Appendix A hereto; 

(b) to replace Exhibit C-1 with the Exhibit C-1 attached as Appendix B hereto; and 

(c) to insert the following as paragraph 4 to Exhibit C-3 and to re-numberexisting paragraphs 4, 5 and 6 accordingly: 

“[(i) the Approved Valuation Firm is[                    ], (ii) the Appraised Value is[                    ] and (iii) the related appraisal metric is[                    ]];” 

**ARTICLE III**

**Conditions to Effectiveness**

SECTION 3.1. This Amendment shall become effective as of the date first written above upon the execution and delivery of this Amendmentby the Borrower, the Investment Manager, the Collateral Agent, the Lenders and the Administrative Agent. 

**ARTICLE IV**

**Representations and Warranties**

SECTION 4.1. The Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders that, as of the date first written above, (i) no Facility Termination Event orUnmatured 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 anyrepresentation 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 THESTATE OF NEW YORK. 

SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegalor 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 shallremain in full force and effect. 

SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of thisAmendment 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 executedcounterpart hereof. 

 
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SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendmentare 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 ofthe date first written above. 

 
**DARBY CREEK LLC,**as Borrower****By: 
 /s/ Gerald F. Stahlecker
 Name: Gerald F. Stahlecker Title: Executive Vice President
 
[SignaturePage to Amendment No. 1 to Loan Agreement] 

**FS INVESTMENT CORPORATION II,**as Investment Manager****By: 
 /s/ Gerald F. Stahlecker
 Name: Gerald F. Stahlecker Title: Executive Vice President
 
[SignaturePage to Amendment No. 1 to Loan Agreement] 

******DEUTSCHE BANK AG, NEW YORK******

******BRANCH**, as Administrative Agent****
By: 
 /s/ Amit Patel
 Name: Amit Patel Title: Director
 
By: 
 /s/ Shawn Rose
 Name: Shawn Rose Title: Vice President
 
[SignaturePage to Amendment No. 1 to Loan Agreement] 

**WELLS FARGO BANK, NATIONAL ASSOCIATION,**as Collateral Agent and as Collateral Custodian****By: 
/s/ Abby Schexnider
 Name: Abby Schexnider Title: Vice President
 
[SignaturePage to Amendment No. 3 to Loan Agreement] 

**DEUTSCHE BANK AG, NEW YORK**

**BRANCH,**as a Lender****
By: 
/s/ Amit Patel

      Name: Amit Patel

      Title: Director

 
By: 
/s/ Shawn Rose

      Name: Shawn Rose

      Title: Vice President

 
[SignaturePage to Amendment No. 3 to Loan Agreement] 

**EVERBANK COMMERCIAL FINANCE, INC.,**as a Lender****By: 
/s/ Ed McGugan

      Name: Ed McGugan

      Title: Managing Director

 
[SignaturePage to Amendment No. 3 to Loan Agreement] 

**KEYBANK NATIONAL ASSOCIATION**, as a LenderBy: 
/s/ Richard Andersen
 Name: Richard Andersen Title: Designated Signer
 
[SignaturePage to Amendment No. 3 to Loan Agreement]