Third Amendment to Revolving Credit and Security Agreement by OFSCC-FS, LLC and BNP Paribas
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Summary
This amendment, dated June 18, 2025, updates the Revolving Credit and Security Agreement originally entered into by OFSCC-FS, LLC (the borrower), BNP Paribas (administrative agent), various lenders, and other related parties. The amendment revises certain definitions, including the final maturity date and reinvestment period, and confirms that no defaults exist as of the amendment date. The changes become effective once all parties sign and required fees are paid. All other terms of the original agreement remain in effect.
EX-10.1 2 ofsccbnpthirdamendmenttorc.htm EX-10.1 Document
Exhibit 10.1
This THIRD AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 18, 2025 (the “Amendment Date”), is entered into by and among OFSCC-FS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the LENDERS party to the Revolving Credit Agreement, BNP PARIBAS, as the administrative agent for the Secured Parties (the “Administrative Agent”), OFSCC-FS HOLDINGS, LLC, a Delaware limited liability company, as equityholder (the “Equityholder”), OFS CAPITAL CORPORATION, a Delaware corporation, as servicer (the “Servicer”), VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator”) and CITIBANK, N.A., as collateral agent (the “Collateral Agent”).
WHEREAS, the Borrower, the lenders from time to time party thereto, the Administrative Agent, the Equityholder, the Servicer, the Collateral Agent, and the Collateral Administrator are party to the Revolving Credit and Security Agreement, dated as of June 20, 2019 (as amended from time to time prior to the date hereof, the “Revolving Credit Agreement”); and
WHEREAS, the parties hereto desire to amend the Revolving Credit Agreement, in accordance with Section 13.01(b) of the Revolving Credit Agreement subject to 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 valuable consideration, 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 Revolving Credit Agreement.
ARTICLE II
Amendments to Revolving Credit Agreement
SECTION 2.1. As of the Amendment Date, Section 1.01 of the Revolving Credit Agreement is hereby amended to amend and restate the following definitions in their entirety as set forth below:
“Final Maturity Date” means the earlier to occur of (i) June 20, 2027 and (ii) the date on which the Obligations are accelerated and the Individual Lender Maximum Funding Amounts are terminated pursuant to Section 6.01.
“Reinvestment Period” means the period from and including the Closing Date to and including the earlier of (a) August 31, 2025 (or such later date as may be agreed by the Borrower, the Administrative Agent and each Lender pursuant to Section 2.16) and (b) the date of the termination of the Individual Lender Maximum Funding Amounts pursuant to Section 6.01.
ARTICLE III
Representations and Warranties
SECTION 3.1. The Borrower, the Servicer and the Equityholder hereby represent and warrant to the Administrative Agent and the Lender that, as of the Amendment Date, (i) no Default, Event of Default, Potential Servicer Removal Event or Servicer Removal Event has occurred and is continuing or shall occur on the Amendment Date after giving effect to this Amendment and the transaction contemplated hereby and (ii) the representations and warranties of the Borrower, the Servicer and the Equityholder contained in Sections 4.01, 4.02 and 4.03 of the Revolving Credit Agreement are true and correct in all material respects on and as of the Amendment Date (other than any representation and warranty that is made as of a specific date).
ARTICLE IV
Conditions Precedent
SECTION 4.1. This Amendment will be effective upon the satisfaction of each of the following conditions:
(a)the execution and delivery of this Amendment by the parties hereto; and
(b)all fees due and owing to the Administrative Agent and each Lender on or prior to the Amendment Date have been paid.
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. In case any provision in this Amendment deemed to be invalid, illegal or unenforceable, the remaining provisions of this Amendment remain in full force and effect.
SECTION 5.3. Ratification. Except as expressly amended hereby, the Revolving Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof will remain in full force and effect. When effective, this Amendment will form a part of the Revolving Credit Agreement for all purposes and reference to this specific Amendment need not be made in the Revolving Credit Agreement or any other instrument or
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document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Revolving Credit Agreement, any reference in any of such items to the Revolving Credit Agreement being sufficient to refer to the Revolving Credit Agreement as amended hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a “Facility Document” and each reference in the Revolving Credit Agreement to “herein”, “hereunder” or words of like import referring to the Revolving Credit Agreement and each reference in any other Facility Document to “Revolving Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Revolving Credit Agreement” shall mean and be a reference to the Revolving Credit Agreement as amended hereby. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of or operate as a waiver of any right, power or remedy under the Revolving Credit Agreement or any of the other Facility Documents. This Amendment shall not constitute a novation of the obligations and liabilities of the parties under the Revolving Credit Agreement or the other Facility Documents as in effect on or prior to the Amendment Date.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission is effective as delivery of a manually executed counterpart hereof. This Amendment shall be valid, binding and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned or photocopied manual signature; or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, to the extent applicable; provided that no electronic signatures may be affixed through the use of a third-party service provider. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and are not deemed to alter or affect the meaning or interpretation of any provisions hereof.
SECTION 5.6. Direction to Execute. The Administrative Agent hereby authorizes and directs the Collateral Agent and the Collateral Administrator to execute this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the Amendment Date.
BORROWER: | ||||||||
OFSCC-FS, LLC | ||||||||
By: | /s/ Tod K. Reichert | |||||||
Name: Tod K. Reichert | ||||||||
Title: Senior Managing Director |
[Signature Page to Third Amendment to Revolving Credit and Security Agreement]
SERVICER: | ||||||||
OFS CAPITAL CORPORATION | ||||||||
By: | /s/ Tod K. Reichert | |||||||
Name: Tod K. Reichert | ||||||||
Title: Corporate Secretary | ||||||||
[Signature Page to Third Amendment to Revolving Credit and Security Agreement]
EQUITYHOLDER: | ||||||||
OFSCC-FS HOLDINGS, LLC | ||||||||
By: | /s/ Tod K. Reichert | |||||||
Name: Tod K. Reichert | ||||||||
Title: Senior Managing Director | ||||||||
[Signature Page to Third Amendment to Revolving Credit and Security Agreement]
ADMINISTRATIVE AGENT: | ||||||||
BNP PARIBAS, | ||||||||
as Administrative Agent | ||||||||
By: | /s/ Julien Flacassier | |||||||
Name: Julien Flacassier | ||||||||
Title: Director | ||||||||
By: | /s/ Sohaib Naim | |||||||
Name: Sohaib Naim | ||||||||
Title: Managing Director | ||||||||
LENDER: | ||||||||
BNP PARIBAS, | ||||||||
as Lender | ||||||||
By: | /s/ Julien Flacassier | |||||||
Name: Julien Flacassier | ||||||||
Title: Director | ||||||||
By: | /s/ Sohaib Naim | |||||||
Name: Sohaib Naim | ||||||||
Title: Managing Director |
[Signature Page to Third Amendment to Revolving Credit and Security Agreement]
LENDER: | ||||||||
MITSUBISHI HC CAPITAL AMERICA, | ||||||||
INC., | ||||||||
as Lender | ||||||||
By: | /s/ Candace Pavliscak | |||||||
Name: Candace Pavliscak | ||||||||
Title: Senior Vice President |
[Signature Page to Third Amendment to Credit Agreement]
COLLATERAL ADMINISTRATOR: | ||||||||
VIRTUS GROUP, LP | ||||||||
By: | Rocket Partners Holdings, LLC, its General | |||||||
Partner | ||||||||
By: | /s/ Lisa Baltagi | |||||||
Name: Lisa Baltagi | ||||||||
Title: Authorized Signatory | ||||||||
[Signature Page to Third Amendment to Credit Agreement]
COLLATERAL AGENT | ||||||||
CITIBANK, N.A., | ||||||||
By: | /s/ Azeneth Olvera-Bravo | |||||||
Name: Azeneth Olvera-Bravo | ||||||||
Title: Senior Trust Officer | ||||||||
[Signature Page to Third Amendment to Revolving Credit and Security Agreement]