AMENDMENT NUMBER SEVEN TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTS
Exhibit 10.1
AMENDMENT NUMBER SEVEN TO BUSINESS LOAN AGREEMENT AND OTHER RELATED DOCUMENTS
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:
RECITALS
WHEREAS, Xxxxxxxx and Xxxxxx have previously entered into that certain Business Loan Agreement, dated April 10, 2019 (as amended to the date hereof, the “Loan Agreement”); and
WHEREAS, Xxxxxx and Xxxxxxxx have agreed to amend the Loan Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties agree as follows:
1.DEFINITIONS. All terms which are defined in the Loan Agreement shall have the same definition when used herein unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.
2.AMENDMENT TO LOAN AGREEMENT AND RELATED DOCUMENTS. The Loan Agreement and certain other Related Documents are hereby amended as follows:
(a)All references in the Loan Agreement, Note and other Related Documents to Maturity or the Maturity Date is hereby changed from 02-28-2024 to 02-28-2026.
(b)Notwithstanding anything to the contrary in any Related Documents, the interest rate floor referenced in the Note is 5.00% per annum. Under no circumstances will the interest rate on the Advances and the Loan be less than 5.00% per annum or more than the maximum rate allowed by applicable law.
(c)The paragraph titled “Unused Commitment Fee” on page 1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Commitment Fee. Borrower shall pay an annual fee equal to 0.50% of the maximum principal amount of the revolving line of credit being provided under this Agreement, payable on the effective date of Amendment Number Seven to Business Loan Agreement and Other Related Documents and on each anniversary thereof, during the term of this Agreement, prorated for any period that is less than a full year.”
3.CONDITIONS PRECEDENT. Each of the following is a condition precedent to the effectiveness of this Amendment:
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(a)Xxxxxx shall have received a fully executed original of this Amendment, together with the Guarantor Reaffirmation attached;
(b)Xxxxxx shall have received a fully executed Change in Terms Agreement, Disbursement Request and Authorization and Notice of Final Agreement;
(c)Lender shall have received a documentation fee of $500 and a commitment fee equal to $125,000; and
(d)Xxxxxx shall have received all legal fees incurred by it in connection with this Amendment and all other agreements being executed in connection herewith.
4.REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Lender that all representations and warranties of Borrower set forth in the Loan Agreement are true, complete and accurate as of the date hereof.
5.LIMITED EFFECT. Except for the specific amendment contained in this Amendment, the Loan Agreement shall remain unchanged and in full force and effect.
6.COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall become effective upon the execution of this Amendment by each of the parties hereto.
[SIGNATURE PAGES FOLLOWS]
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IN WITNESS WHEREOF, Xxxxxxxx and Xxxxxx have executed this Amendment as of the date first written above.
OFS CAPITAL CORPORATION, a Delaware corporation, as Borrower
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, CFO
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BANC OF CALIFORNIA
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Senior Vice President
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GUARANTOR’S REAFFIRMATION
The undersigned has executed a Commercial Guaranty dated April 10, 2019 in favor of BANC OF CALIFORNIA, formerly known as Pacific Western Bank ("Lender"), respecting the obligations of OFS CAPITAL CORPORATION ("Borrower"), owing to Lender (“Guaranty”). The undersigned acknowledges the terms of the above Amendment and reaffirms and agrees that: its Guaranty remains in full force and effect; nothing in such Guaranty obligates Lender to notify the undersigned of any changes in the financial accommodations made available to Borrower or to seek reaffirmations of such Guaranty; and no requirement to so notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this reaffirmation; references to the "Loan Agreement" in such Guaranty include amendments and restatements from time to time to and of such agreement, including the amendments being made concurrently herewith.
Dated as of December 15, 2023
OFSCC-MB, INC, a Delaware corporation, as Guarantor
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, CEO and President
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