Contract

Exhibit (k)(21)

EXECUTION VERSION

EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 24, 2014, among OFS Capital WM, LLC (the “Borrower”), MCF Capital Management LLC, as loan manager (in such capacity, the “Loan Manager”), Xxxxx Fargo Bank, National Association, as a Class A Lender (the “Class A Lender”), Xxxxx Fargo Securities, LLC, as administrative agent (in such capacity, the “Administrative Agent”), and Xxxxx Fargo Delaware Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

WHEREAS, the Borrower, the Loan Manager, the Administrative Agent, the Class A Lender, the other lenders party from time to time thereto and the Trustee are party to the Loan and Security Agreement, dated as of September 28, 2010 (as amended from time to time prior to the date hereof and as may be further amended, supplemented or otherwise modified, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the lenders to the Borrower; and

WHEREAS, the Borrower, the Loan Manager, the Administrative Agent, the Trustee and the Class A Lender desire to amend the Loan and Security Agreement, in accordance with Section 13.1 of the Loan and Security Agreement and 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 Loan and Security Agreement.

ARTICLE II

Amendments to Loan and Security Agreement

SECTION 2.1. The Loan and Security Agreement shall be amended by deleting the reference to “$135,000,000” on the cover page thereof and replacing it with “$125,000,000”.

SECTION 2.2. Section 1.1 of the Loan and Security Agreement shall be amended by:

(a) deleting clause (b)(ii) in the definition of “Class A Borrowing Base” and replacing it with “(ii) the Minimum Equity Amount”;

(b) deleting the reference to “$7,500,000” in clause (bb) of the definition of “Eligible Loan” and replacing it with “$5,000,000”; and

(c) deleting the reference to “$135,000,000” in the definition of “Maximum Facility Amount” and replacing it with “$125,000,000”;

(d) deleting the reference to “$32,500,000” in the definition of “Minimum Equity Amount” and replacing it with “$35,000,000”.

SECTION 2.3. Section 5.1(u) of the Loan and Security Agreement shall be deleted in its entirety and replaced with the following:

“(u) Minimum Equity Capital. On any date on which there are any Class A Advances Outstanding, the Borrower shall maintain Equity Capital in an amount not less than the Minimum Equity Amount.”

SECTION 2.4. Annex B of the Loan and Security Agreement shall be amended by deleting the reference therein to “$135,000,000” and replacing it with “$125,000,000”.

ARTICLE III

Representations and Warranties

SECTION 3.1. The Borrower hereby represents and warrants to the Administrative Agent, the Trustee and the Class A Lender that, as of the date first written above, (i) with respect to the Borrower and the OFS Seller, no event has occurred and is continuing that constitutes either a Default or an Event of Default and (ii) the representations and warranties of the Borrower contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation or warranty that is made as of a specific date).

SECTION 3.2. The Loan Manager hereby represents and warrants to the Administrative Agent, the Trustee and the Class A Lender that, as of the date first written above, (i) with respect to the Loan Manager and the Madison Seller, no event has occurred that constitutes either a Default, an Event of Default or a Loan Manager Termination Event and (ii) the representations and warranties of the Loan Manager contained in the Loan and Security Agreement are true and correct in all material respects on and as of such day (other than any representation or warranty that is made as of a specific date).

ARTICLE IV

Conditions Precedent

SECTION 4.1. This Amendment shall become effective upon the execution and delivery of this Amendment by the Borrower, the Loan Manager, the Administrative Agent, the Trustee and the Required Lenders.

2

ARTICLE V

Miscellaneous

SECTION 5.1. Governing Law. 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 LAW OF THE STATE OF NEW YORK.

SECTION 5.2. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 5.3. Ratification. Except as expressly amended hereby, the Loan and Security Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement for all purposes.

SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 5.6. This Amendment to the Loan and Security Agreement will not result in a “material modification” that affects this transaction’s status as a “grandfathered obligation” (each as defined in FATCA) for FATCA purposes. The Trustee shall be entitled to rely, and shall be fully protected in relying upon, the foregoing statement and shall have no obligation to determine and shall assume that this transaction’s status as a “grandfathered obligation” under FATCA has not changed, unless and until the Trustee receives written notice from the Borrower.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

	BORROWER:
	OFS CAPITAL WM, LLC
	By: OFS Capital Corporation, its Administrative Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   CEO

[Signature Page to Eighth Amendment to LSA]

	LOAN MANAGER:
	MCF CAPITAL MANAGEMENT LLC
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title:   Vice President

[Signature Page to Eighth Amendment to LSA]

	THE ADMINISTRATIVE AGENT:
	XXXXX FARGO SECURITIES, LLC, in its capacity as Administrative Agent
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title:   Director

[Signature Page to Eighth Amendment to LSA]

	CLASS A LENDER:
	XXXXX FARGO BANK, NATIONAL ASSOCIATION representing 100% of the aggregate Class A Commitments in effect as of the date hereof
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title:   Director

[Signature Page to Eighth Amendment to LSA]

	THE TRUSTEE:
	XXXXX FARGO DELAWARE TRUST COMPANY, N.A. not in its individual capacity, but solely as Trustee
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title:   V.P.

[Signature Page to Eighth Amendment to LSA]