0001535778-17-000112 Sample Contracts

THIRD QUARTER 2017 CONDITIONAL INCOME INCENTIVE FEE WAIVER AGREEMENT
Conditional Income Incentive Fee Waiver Agreement • October 19th, 2017 • HMS Income Fund, Inc. • Texas

This Third Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the “Agreement”), dated as of October 19, 2017, is made by and among HMS Income Fund, Inc. (the “Company”), HMS Adviser LP (“HMS Adviser”) and MSC Adviser I, LLC (the “Sub-Adviser,” together with HMS Adviser, the “Advisers,” and, collectively with the Company, the “Parties”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 19th, 2017 • HMS Income Fund, Inc. • New York

This First Amendment to Credit Agreement (this “Amendment”) is made and entered into effective as of October 19, 2017, by and among HMS INCOME FUND, INC., a Maryland corporation (“Borrower”), EVERBANK COMMERCIAL FINANCE, INC., as Administrative Agent (“Administrative Agent”), the Lenders party hereto, HMS EQUITY HOLDING, LLC, a Delaware limited liability company (“Holding”) and HMS EQUITY HOLDING II, INC. (“Holding II”; and together with Holding, collectively, “Guarantors” and each, a “Guarantor”).

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