SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT (this Amendment), is made as of July 2, 2020, by and among OAKTREE STRATEGIC INCOME II, INC., as the collateral manager (in such capacity, the Collateral Manager), OSI 2 SENIOR LENDING SPV, LLC, as the borrower (the Borrower), Citibank, N.A., as administrative agent (the Administrative Agent) and Citibank, N.A., as the sole committed lender (the Lender).
R E C I T A L S
WHEREAS, the Collateral Manager, Oaktree Strategic Income II, Inc., as the seller (in such capacity, the Seller), the Borrower, the Administrative Agent, the Lender and Deutsche Bank Trust Company Americas, as Collateral Agent, are parties to that certain Loan and Security Agreement, dated as of July 26, 2019 (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.
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 is hereby amended, modified and supplemented as follows:
(A) The defined term Advance Rate in Section 1.1 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):
Advance Rate: As of any date of determination, with respect to each Eligible Loan that is (a) a First-Lien Broadly Syndicated Loan, 75%, (b) a First Lien Large Middle Market Loan, (1) if the related Advance Date is prior to the Upsize Date, 70% or (2) if the related Advance Date is on or after the Upsize Date, 65%, (c) a First Lien Traditional Middle Market Loan, (1) if the related Advance Date is prior to the Upsize Date, 67.5% or (2) if the related Advance Date is on or after the Upsize Date, 60%, (d) a First Lien Lower Middle-Market Loan, (1) if the related Advance Date is prior to the Upsize Date, 65%, or (2) if the related Advance Date is on or after the Upsize Date, 60% or (e) a Second-Lien Broadly Syndicated Loan, (1) if the related Advance Date is prior to the Upsize Date 45%, or (2) if the related Advance Date is on or after the Upsize Date. 40%, or (f) a Second- Lien Middle-Market Loan, 40%; provided, that: (i) the portion of any Loan that otherwise qualifies as a First Lien Loan and is not a Broadly Syndicated Loan in a principal amount that would result in the related Obligor having a Net Senior Leverage Ratio at any time greater than 4.50 to 1:00, then such portion of such Loan shall be treated as a Second-Lien Middle Market