SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.5

Execution Version

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), is made as of July 18, 2018, by and among Oaktree Strategic Income Corporation, as the collateral manager (in such capacity, 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”).

R E C I T A L S

WHEREAS, the Collateral Manager, Oaktree Strategic Income Corporation, as the seller (in such capacity, the “Seller”), the Borrower, the Administrative Agent, the Lender and Xxxxx 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.

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 “Concentration Test Amount” in Section 1.1 is hereby amended to delete the reference to “$100,000,000” in clause (i)(a) thereof and to replace it with “$180,000,000.”

(B) The defined term “Facility Maturity Date” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Facility Maturity Date”: July 18, 2023 (or, if such day is not a Business Day, the next succeeding Business Day).

(C) The defined term “Maximum Facility Amount” in Section 1.1 is hereby amended and restated in its entirety as follows:

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“Maximum Facility Amount”: With respect to the Advances, $180,000,000, as may be increased pursuant to Section 2.1.

(D) The defined term “Ramp-Up Period” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Ramp-Up Period”: the period commencing on the Closing Date and ending on the earlier to occur of (x) the initial date on which the aggregate Outstanding Balance of all Eligible Loans exceeds $270,000,000 and (y) November 18, 2018 (or, if such day is not a Business Day, the next succeeding Business Day).

(E) The defined term “Scheduled Reinvestment Period End Date” in Section 1.1 is hereby amended and restated in its entirety as follows:

“Scheduled Reinvestment Period End Date”: July 18, 2021 (or, if such day is not a Business Day, the next succeeding Business Day).

(F) Annex B is hereby amended to delete the reference to “$100,000,000” and replace it with “$180,000,000.”

3. Reaffirmation. Except to the extent expressly amended by this Amendment, the terms and conditions of the Loan and Security Agreement and other Transaction Documents shall remain in full force and effect. Each of the Transaction Documents, including the Loan and Security Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Loan and Security Agreement as amended hereby, are hereby amended so that any reference in such Transaction Documents to the Loan and Security Agreement, whether direct or indirect, shall mean a reference to the Loan and Security Agreement as amended hereby. This Amendment shall constitute a Transaction Document under the Loan and Security Agreement.

4. Miscellaneous. This Amendment may be executed in counterparts, each of which shall be and all of which, when taken together, shall constitute one binding agreement. The Article and/or Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day, month and year first above written.

BORROWER
OCSI SENIOR FUNDING II LLC
By:  Oaktree Strategic Income Corporation:
Its:   Designated Manager
By:  Oaktree Capital Management, L.P.
Its:   Investment Advisor
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Senior Vice President
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Managing Director

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[A&R LSA AMENDMENT]

COLLATERAL MANAGER:
OAKTREE STRATEGIC INCOME CORPORATION
By:  Oaktree Capital Management, L.P.
Its:   Investment Advisor
By:		/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Senior Vice President
By:		/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Managing Director

[A&R LSA AMENDMENT]

THE ADMINISTRATIVE AGENT:
		CITIBANK, N.A., in its capacity as Administrative Agent
By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President
LENDER:
CITIBANK, N.A.,
By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President

[A&R LSA AMENDMENT]