INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2011 • OFS Capital, LLC • Delaware
THIS Agreement (“Agreement”) is made and entered into as of , 2011 between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and (“Indemnitee”).
CUSTODY AGREEMENTCustody Agreement • March 4th, 2022 • OFS Capital Corp • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of November 7, 2012, and is by and between OFS CAPITAL CORPORATION (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 2850 West Golf Road, Suite 520, Rolling Meadows, IL 60008, and
ContractRevolving Credit and Security Agreement • June 27th, 2022 • OFS Capital Corp • New York
This FIRST AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 24, 2022 (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”), and VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator).
OFS CAPITAL CORPORATION $50,000,000 4.95% Notes due 2028 UNDERWRITING AGREEMENT October 21, 2021Underwriting Agreement • October 27th, 2021 • OFS Capital Corp • New York
OFS Capital Corporation, a Delaware corporation (the “Company”), OFS Capital Management, LLC, a Delaware limited liability company (the “Advisor”), and OFS Capital Services, LLC, a Delaware limited liability company (the “Administrator”), confirm their agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. and Goldman Sachs & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company of $50,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 4.95% notes due 2028 (the “Notes”) and the purchase by the Underwriters, acting severally and not jointly, of the respective aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule I hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 1(b) hereof
FORM OF WARRANT AGREEMENT WARRANT AGREEMENT BY AND BETWEEN OFS CAPITAL CORPORATION ANDWarrant Agreement • December 16th, 2014 • OFS Capital Corp • New York
Agreement made as of , between OFS CAPITAL CORPORATION, a Delaware corporation, with offices at 10 S. Wacker Drive, Suite 2500, Chicago, Illinois 60606 (“Company”), and [ ], a corporation, with offices at (“Warrant Agent”).
FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENT BY AND BETWEEN OFS CAPITAL CORPORATION andSubscription Agent Agreement • December 16th, 2014 • OFS Capital Corp • New York
This Subscription Rights Agreement (the “Agreement”) is made as of between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333-200376, filed by the Company with the Securities and Exchange Commission on November 19, 2014, as amended by any amendment filed with respect thereto (the “Registration Statement”) and any supplemental prospectus (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
COMMERCIAL GUARANTYCommercial Guaranty • April 15th, 2019 • OFS Capital Corp • California
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Neither Borrower nor Guarantor is entering into any swap obl
ADMINISTRATION AGREEMENTAdministration Agreement • March 22nd, 2024 • OFS Capital Corp • New York
This Agreement (“Agreement”) is made as of November 7, 2012 by and between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and OFS CAPITAL SERVICES, LLC, a Delaware limited liability company (“OFS Services”).
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 15th, 2019 • OFS Capital Corp • California
THIS BUSINESS LOAN AGREEMENT dated April 10, 2019, is made and executed between OFS Capital Corporation, a Delaware corporation ("Borrower") and Pacific Western Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 22nd, 2024 • OFS Capital Corp • New York
This Agreement (“Agreement”) is made as of November 7, 2012 by and between OFS CAPITAL CORPORATION, a Delaware corporation (“Licensee”) and ORCHARD FIRST SOURCE ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Licensor”).
SIXTH SUPPLEMENTAL INDENTURE between OFS CAPITAL CORPORATION and as Trustee Dated as of October 28, 2021Supplemental Indenture • October 28th, 2021 • OFS Capital Corp • New York
THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of October 28, 2021, is between OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
AMENDMENT NUMBER THREE TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 9th, 2020 • OFS Capital Corp • Delaware
THIS AMENDMENT NUMBER THREE TO BUSINESS LOAN AGREEMENT (this “Amendment”), dated as of October 7, 2020, is entered into among PACIFIC WESTERN BANK, a California state-chartered bank (“Lender”), and OFS CAPITAL CORPORATION, a Delaware corporation (“Borrower”), in light of the following facts:
LOAN SALE AND CONTRIBUTION AGREEMENT by and betweenOFSCC-FS HOLDINGS, LLC,as the SellerandOFSCC-FS, LLC,as the BuyerDated as of June 20, 2019Loan Sale and Contribution Agreement • June 24th, 2019 • OFS Capital Corp • New York
THIS LOAN SALE AND CONTRIBUTION AGREEMENT, dated as of June 20, 2019 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is between OFSCC-FS HOLDINGS, LLC (together with its successors and assigns, “Parent,” and in its capacity as seller hereunder, together with its successors and assigns, the “Seller”); and OFSCC-FS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Buyer”).
ContractLoan and Security Agreement • October 19th, 2012 • OFS Capital, LLC • New York
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 26, 2011, among OFS Capital WM, LLC (the “Borrower”), MCF Capital Management LLC, as loan manager (in such capacity, the “Loan Manager”), Wells Fargo Bank, National Association, as a Class A Lender (the “Class A Lender”), Madison Capital Funding LLC, as a Class B Lender (the “Class B Lender” and together, with the Class A Lender, the “Lenders”), Wells Fargo Securities, LLC, as administrative agent (in such capacity, the “Administrative Agent”) and Wells Fargo Delaware Trust Company, N.A., as trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 17th, 2024 • OFS Capital Corp • New York
This REGISTRATION RIGHTS AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 7, 2012, by and between OFS Capital Corporation, a Delaware corporation (together with any successor entity, the “Company”), and Orchard First Source Asset Management, LLC, a Delaware limited liability company (“OFSAM” and, together with any permitted assignee or transferee pursuant to Section 2.4, the “Holders”).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • October 5th, 2010 • OFS Capital, LLC • New York
This Account Control Agreement, dated as of September 28, 2010 (as amended, supplemented and otherwise modified from time to time, this “Agreement”), is by and among OFS CAPITAL WM, LLC (the “Borrower”), WELLS FARGO DELAWARE TRUST COMPANY, N.A. (the “Trustee”), WELLS FARGO SECURITIES, LLC (the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary (the “Bank” or the “Securities Intermediary”).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 25th, 2022 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00, as modified by Change in Terms Agreements dated October 31, 2016, August 9, 2017, March 7, 2018, April 10, 2019 and November 15, 2021 as amended by an Amendment Number One to Business Loan Agreement dated June 26, 2020, whereby and among other things some of the financial covenants were modified and a guarantor was released, as amended by an Amendment Number Two to Business Loan Agreement dated July 29, 2020, whereby and among other things the Loan Amount was decreased to $50,000,000.00, as amended by an Amendment Number Three to Business Loan Agreement dated October 7, 2020, whereby and among other things the Loan Amount was decreased to $20,000,000.00, and as amended by an Amendment Number Four to Business Loan Agreement and other Related Documents dated February 17, 2021, whereby and among other things the Loan Amount was increased to $25,000,000.00; together with all renewals, extensions and
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • June 24th, 2019 • OFS Capital Corp • New York
This Securities Account Control Agreement (as amended, restated, waived, supplemented and/or otherwise modified from time to time, the "Agreement"), dated as of June 20, 2019, by and among OFSCC-FS, LLC, a Delaware limited liability company (the "Pledgor"), BNP PARIBAS, as administrative agent (in such capacity, the "Administrative Agent"), CITIBANK, N.A., not in its individual capacity but solely as collateral agent (the "Secured Party") and CITIBANK, N.A., not in its individual capacity but solely as securities intermediary (in such capacity, the "Securities Intermediary").
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENTInvestment Advisory and Management Agreement • November 7th, 2014 • OFS Capital Corp • New York
This Agreement (“Agreement”) is made as of November 7, 2012 by and between OFS CAPITAL CORPORATION, a Delaware corporation (the “Company”), and OFS CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“OFS Advisor”).
FIFTH SUPPLEMENTAL INDENTURE between OFS CAPITAL CORPORATION and as Trustee Dated as of February 10, 2021Supplemental Indenture • February 10th, 2021 • OFS Capital Corp • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “FIFTH Supplemental Indenture”), dated as of February 10, 2021, is between OFS Capital Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • March 12th, 2018 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00, as modified by Change in Terms Agreements dated October 31, 2016 and August 9, 2017; together with all renewals, extensions and modifications related thereto (the "Note").
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • April 15th, 2019 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00, as modified by Change in Terms Agreements dated October 31, 2016, August 9, 2017 and March 7, 2018; together with all renewals, extensions and modifications related thereto (the "Note").
ContractRevolving Credit and Security Agreement • March 3rd, 2023 • OFS Capital Corp • New York
This SECOND AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of February 2, 2023 (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”), and VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator”).
135,000,000 Class A Advances $45,000,000 Class B Advances LOAN AND SECURITY AGREEMENT by and among MCF CAPITAL MANAGEMENT LLC, (Loan Manager) OFS CAPITAL WM, LLC, (Borrower) EACH OF THE CLASS A LENDERS FROM TIME TO TIME PARTY HERETO, (Class A Lenders)...Loan and Security Agreement • October 5th, 2010 • OFS Capital, LLC • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of September 28, 2010, by and among:
PARTICIPATION AGREEMENTParticipation Agreement • October 5th, 2010 • OFS Capital, LLC • New York
PARTICIPATION AGREEMENT dated as of September 28, 2010 (together with any amendments or modifications from time to time hereto, this “Agreement”), by and between OFS Funding, LLC, a Delaware limited liability company (“Grantor”), and OFS Capital, LLC, a Delaware limited liability company (together with its successors and assigns, “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth with respect thereto in the Loan and Security Agreement, dated as of September 28, 2010 (together with all amendments, modifications and supplements from time to time thereto, the “Loan Agreement”), by and among OFS Capital WM, LLC (the “Borrower”), MCF Capital Management LLC (the “Loan Manager”), Wells Fargo Securities, LLC (the “Administrative Agent”), Wells Fargo Delaware Trust Company, N.A., as trustee (the “Trustee”) and the Lenders from time to time party thereto.
ContractLoan and Security Agreement • July 24th, 2014 • OFS Capital Corp • New York
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 17, 2014, among OFS Capital WM, LLC (the “Borrower”), MCF Capital Management LLC, as loan manager (in such capacity, the “Loan Manager”), Wells Fargo Bank, National Association, as a Class A Lender (the “Class A Lender”), Wells Fargo Securities, LLC, as administrative agent (in such capacity, the “Administrative Agent”), and Wells Fargo Delaware Trust Company, N.A., as trustee (in such capacity, the “Trustee”).
AMENDMENT NUMBER SEVEN TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTSBusiness Loan Agreement • December 15th, 2023 • OFS Capital Corp • Delaware
THIS AMENDMENT NUMBER SEVEN TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTS (this “Amendment”), dated as of December 15, 2023, is entered into among BANC OF CALIFORNIA, formerly known as Pacific Western Bank (“Lender”), and OFS CAPITAL CORPORATION, a Delaware corporation (“Borrower”), in light of the following facts:
AMENDMENT NUMBER ONE TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • July 2nd, 2020 • OFS Capital Corp • Delaware
THIS AMENDMENT NUMBER ONE TO BUSINESS LOAN AGREEMENT (this “Amendment”), dated as of June 26, 2020, is entered into among PACIFIC WESTERN BANK, a California state-chartered bank (“Lender”), and OFS CAPITAL CORPORATION, a Delaware corporation (“Borrower”), in light of the following facts:
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 10th, 2017 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00, as modified by a Change in Terms Agreement dated October 31, 2016; together with all renewals, extensions and modifications related thereto (the "Note").
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • November 18th, 2021 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00, as modified by Change in Terms Agreements dated October 31, 2016, August 9, 2017, March 7, 2018 and April 10, 2019 as amended by an Amendment Number One to Business Loan Agreement dated June 26, 2020, whereby and among other things some of the financial covenants were modified and a guarantor was released, as amended by an Amendment Number Two to Business Loan Agreement dated July 29, 2020, whereby and among other things the Loan Amount was decreased to $50,000,000.00 and as amended by an Amendment Number Two to Business Loan Agreement dated October 7, 2020, whereby and among other things the Loan Amount was decreased to $20,000,000.00 and a Change in Terms Agreement dated February 17, 2021; together with all renewals, extensions and modifications related thereto (the "Note").
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • November 4th, 2016 • OFS Capital Corp
Promissory Note dated November 5, 2015 in the original Principal Amount of $15,000,000.00; together with all renewals, extensions and modifications related thereto (the "Note").
ContractLoan and Security Agreement • October 19th, 2012 • OFS Capital, LLC • New York
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 28, 2012, among OFS Capital WM, LLC (the “Borrower”), MCF Capital Management LLC, as loan manager (in such capacity, the “Loan Manager”), Wells Fargo Bank, National Association, as a Class A Lender (the “Class A Lender”), Madison Capital Funding LLC, as a Class B Lender (the “Class B Lender” and together, with the Class A Lender, the “Lenders”), Wells Fargo Securities, LLC, as administrative agent (in such capacity, the “Administrative Agent”) and Wells Fargo Delaware Trust Company, N.A., as trustee (in such capacity, the “Trustee”).
ContractLoan Sale Agreement • March 18th, 2011 • OFS Capital, LLC • New York
FIRST AMENDMENT TO LOAN SALE AGREEMENT (this “Amendment”), dated as of February 23, 2011, among OFS Capital WM, LLC (the “Purchaser”) and OFS Capital, LLC (the “Seller”).
OFS CAPITAL MANAGEMENT, LLCManagement Fee Waiver • May 17th, 2024 • OFS Capital Corp
This waiver will be renewable on an annual basis and the amount of the Base Management Fee waived with respect to the OFSCC-FS Assets shall not be subject to recoupment by the Adviser.
AMENDMENT NUMBER FOUR TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTSBusiness Loan Agreement • February 19th, 2021 • OFS Capital Corp • Delaware
THIS AMENDMENT NUMBER FOUR TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTS (this “Amendment”), dated as of February 17, 2021, is entered into among PACIFIC WESTERN BANK, a California state-chartered bank (“Lender”), and OFS CAPITAL CORPORATION, a Delaware corporation (“Borrower”), in light of the following facts:
