FIFTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment), is made as of October 27, 2020, by and among Oaktree Strategic Income Corporation, as the collateral manager (together with its permitted successors and assigns, the Collateral Manager), OCSI Senior Funding II LLC, as the borrower (the Borrower), Citibank, N.A., as administrative agent (the Administrative Agent) and Citibank, N.A., as the sole lender (the Lender).
WHEREAS, the Collateral Manager, Oaktree Strategic Income Corporation, as the seller, prior to the consummation of the OCSI Merger, (together with its permitted successors and assigns, the Seller), the Borrower, the Administrative Agent, the Lender and Wells Fargo Bank, National Association, as Collateral Agent, are parties to that certain Amended and Restated Loan and Security Agreement, dated as of January 31, 2018 (as the same has been previously amended and may be amended, modified, waived, supplemented, restated or replaced from time to time, the Loan and Security Agreement);
WHEREAS, pursuant to Section 13.1 of the Loan and Security Agreement, the Collateral Manager and the Borrower desire to, and have requested that the Administrative Agent agree to, amend certain provisions of the Loan and Security Agreement as provided herein;
WHEREAS, subject to the terms and conditions of this Amendment, the Administrative Agent and Lenders constituting at least the Required Lenders are willing to agree to such amendments to the Loan and Security Agreement.
WHEREAS, Oaktree Strategic Income Corporation will merge with and into Oaktree Specialty Lending Corporation and Oaktree Specialty Lending Corporation will be the surviving entity.
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed thereto in the Loan and Security Agreement.
2. Amendments. The Loan and Security Agreement shall be amended as follows upon the satisfaction of each of the conditions set forth in Section 3 of this Amendment:
(A) The defined term Collateral Manager is hereby amended by deleting such term in its entirety and replacing it with the following (underlined language shows the changes for convenience of reference and language that is
struck through shall not be included in the amendment and restatement of the definition):
OAKTREE STRATEGIC INCOME CORPORATION, a Delaware corporation, as Collateral Manager
(, prior to the consummation of the OCSI Merger, then OAKTREE SPECIALTY LENDING CORPORATION, a Delaware corporation, as Collateral Manager, on and after the consummation of the OCSI Merger, (together with its permitted successors and assigns, the Collateral Manager)