140760.01015/150764687v.7

EXECUTION VERSION

EIGHTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

This Eighth Amendment to Credit Agreement (this “Amendment”) is made and entered into

effective as of November 8, 2024, by and among MSC INCOME FUND, INC. (F/K/A HMS INCOME

FUND, INC.), a Maryland corporation (“Borrower”), EverBank, N.A., as successor in interest to

certain assets of TIAA, FSB, as Administrative Agent (“Administrative Agent”), the Lenders party

hereto, MSC EQUITY HOLDING, LLC (F/K/A HMS EQUITY HOLDING, LLC), a Delaware limited

liability company (“Holding”), AFG CAPITAL EQUITY HOLDINGS, LLC, a Delaware limited

liability company (“AFG”), STAVIG EQUITY HOLDINGS, LLC, a Delaware limited liability

company (“Stavig”), MYSTIC LOGISTICS INVESTMENTS, LLC, a Delaware limited liability

company (“Mystic”), MSC EQUITY HOLDING II, INC. (F/K/A HMS EQUITY HOLDING II, INC.),

a Delaware corporation (“Holding II”), MSC CALIFORNIA HOLDINGS GP LLC (F/K/A HMS

CALIFORNIA HOLDINGS GP LLC), a Delaware limited liability company (“California Holding GP”),

MSC CALIFORNIA HOLDINGS LP (F/K/A HMS CALIFORNIA HOLDINGS LP), a Delaware limited

partnership (“California Holding LP”), and HMS FUNDING I LLC, a Delaware limited liability

company (“HMS Funding”; and together with Holding, AFG, Stavig, Mystic, Holding II, California

Holding GP, and California Holding LP, collectively, “Guarantors” and each, a “Guarantor”).

RECITALS

WHEREAS, Borrower, Capital One, National Association, as original  Administrative Agent

(the “Original Agent”) and the Lenders party thereto entered into that certain Senior Secured

Revolving Credit Agreement dated as of March 11, 2014 (as supplemented by that certain Joinder

and Reaffirmation Agreement dated as of April 15, 2014 (the “Joinder Agreement”), executed by

Holding for the benefit of Administrative Agent on behalf of the Lenders, as amended by that certain

First Amendment to Loan Documents dated as of May 30, 2014 (the “2014 First Amendment”), that

certain Second Amendment to Credit Agreement dated as of September 22, 2014, that certain Third

Amendment to Credit Agreement dated as of May 13, 2015, and that certain Fourth Amendment to Credit

Agreement dated as of May 29, 2015, as supplemented by that certain Assignment, Assumption, Joinder

and Amendment Agreement dated as of March 6, 2017 (the “First Assignment and Assumption

Agreement”), and as amended and restated by that certain Amended and Restated Senior Secured

Revolving Credit Agreement  dated as of March 6, 2017, by and among Borrower, the Guarantors party

thereto, Administrative Agent and the Lenders party thereto, as amended by that certain First Amendment

to Credit Agreement dated as of October 19, 2017, as supplemented by that certain Assignment,

Assumption, Joinder and Amendment Agreement dated as of December 21, 2018 (the “Second

Assignment and Assumption Agreement”), as amended by that certain Second Amendment to Credit

Agreement dated as of March 5, 2020, as amended by that certain Consent and Third Amendment to

Credit Agreement dated as of September 25, 2020, as amended by that certain Fourth Amendment to

Credit Agreement dated as of January 27, 2021, as amended by that certain Fifth Amendment to Credit

Agreement dated as of July 27, 2021, as amended by that certain Sixth Amendment to Credit Agreement

dated as of September 22, 2021, as amended by that certain Seventh Amendment to Credit Agreement

dated as of April 27, 2023, and as further amended, modified, restated, supplemented, renewed or

extended from time to time prior to the date hereof, the “Credit Agreement”); and

WHEREAS, Borrower has requested that the Lenders and the Administrative Agent amend

certain provisions to the Credit Agreement, and said parties are willing to do so subject to the terms

and conditions set forth herein, provided that Borrower and Guarantors ratify and confirm all of their

respective obligations under the Credit Agreement and each other Loan Document to which each is a

party;

140760.01015/150764687v.7

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in

this Amendment, Borrower, each Guarantor, the Lenders party hereto and the Administrative Agent

agree as follows:

1.Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the

meanings assigned to them in the Credit Agreement, as amended hereby.

2.Amendments to the Credit Agreement. As of the date of this Amendment, the Credit

Agreement (including the schedules and exhibits thereto) is hereby amended to delete the stricken text

(indicated textually in the same manner as the following example: stricken text) and to add the bold and

double-underlined text (indicated textually in the same manner as the following example: bold and

double-underlined text) as set forth on the pages of the Credit Agreement attached as Appendix A

hereto. 

3.Conditions to Effectiveness.  This Amendment shall be effective upon satisfaction of

each of the following conditions:

(a)the Administrative Agent (or its counsel) shall have received from each of the

Administrative Agent, the Borrower, the Guarantors, and the Lenders party hereto (which

constitute all Lenders), either (a) a counterpart of this Amendment signed on behalf of such

party or (b) written evidence satisfactory to the Administrative Agent (which may include

telecopy transmission of a signed signature page of this Amendment) that such party has

signed a counterpart of this Amendment;

(b)the Administrative Agent shall have received all documents which the

Administrative Agent or any Lender may reasonably request relating to the existence of each

Loan Party, the authority for and the validity of this Amendment and any other Loan Documents

entered into in connection herewith, and any other matters relevant hereto or thereto, all in form

and substance satisfactory to Administrative Agent, including without limitation a certificate of

incumbency of each Loan Party, signed by the Secretary, an Assistant Secretary, a member,

manager, partner, trustee or other authorized representative of the respective Loan Party,

certifying as to the names, true signatures and incumbency of the officer or officers of the

respective Loan Party, authorized to execute and deliver the Loan Documents, and certified

copies of the following items: (i) such Loan Party’s Organizational Documents; (ii) such Loan

Party’s Operating Documents; (iii) a certificate of the Secretary of State of such Loan Party’s

state of organization as to the good standing or existence of such Loan Party, and (iv) the

Organizational Action, if any, taken by the board of directors of such Loan Party or the members,

managers, trustees, partners or other applicable Persons authorizing such Loan Party’s execution,

delivery and performance of this Amendment and any other Loan Documents entered into in

connection herewith;

(c)the Administrative Agent shall have received an opinion of counsel to the Loan

Parties, in a form and substance reasonably satisfactory to Administrative Agent and covering

such matters relating to the transactions contemplated hereby as Administrative Agent may

reasonably request, addressed to Administrative Agent and the Lenders;

(d)the Administrative Agent shall have received a fully-executed and assembled

copy of a Pledge Supplement (including all schedules, exhibits and annexes thereto) with respect

to the equity interests in AFG, Stavig, Mystic and Classic H&G Holdco LLC, in form and

substance reasonably satisfactory to Administrative Agent;

(e)the Administrative Agent shall have received a fully-executed and assembled

copy of a Joinder Agreement (including all schedules, exhibits and annexes thereto) with respect

140760.01015/150764687v.7

to the joinder of Mystic as a “Guarantor,” a “Grantor,” and a “Pledgor” to the Credit Agreement

and the other Loan Documents, as applicable;

(f)the Administrative Agent shall have received the results of a search of the UCC

filings (or equivalent filings) made with respect to the Loan Parties in the states (or other

jurisdictions) in which the Loan Parties are organized, the chief executive office of each such

Person is located, any offices of such persons in which records have been kept relating to

Collateral described in the Collateral Documents and the other jurisdictions in which UCC filings

(or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of

the financing statements (or similar documents) disclosed by such search, and accompanied by

evidence satisfactory to the Administrative Agent that the Liens other than Permitted

Encumbrances indicated in any such financing statement (or similar document) have been

released or subordinated to the satisfaction of Administrative Agent;

(g)the Administrative Agent shall have received all amounts due and owing as of the

date hereof, including (i) all reasonable and documented out-of-pocket costs and expenses

incurred by Administrative Agent in the preparation and documentation of this Amendment

(inclusive of reasonable and documented attorneys’ fees and out-of-pocket expenses of Blank

Rome LLP) and (ii) payment of all other reasonable and documented out-of-pocket fees and

reimbursement or payment of all reasonable and documented out-of-pocket expenses required to

be reimbursed or paid by Borrower on the date hereof, in each case, to the extent that invoices

have been provided to Borrower at least one (1) Business Day prior to the date hereof; and

(h)the Administrative Agent shall have received all documents and other items that

it may reasonably request relating to any other matters relevant hereto, all in form and substance

reasonably satisfactory to the Administrative Agent.

4. Representations, Warranties and Agreements.  Each of the Borrower and each Guarantor

represents, warrants and agrees as follows:

(a)it is duly authorized and empowered to execute, deliver and perform this

Amendment; all organizational action on its part requisite for the due execution, delivery and the

performance of this Amendment has been duly and effectively taken;

(b)after giving effect to this Amendment, the representations and warranties of

the Borrower and the Guarantors contained in the Credit Agreement, as amended hereby, and

any other Loan Documents to which it is a party executed in connection herewith or therewith

are true in all material respects on and as of the date hereof as though made on and as of the

date hereof, except to the extent that such representation or warranty was made as of a specific

date, in which case such representation or warranty was true in all material respects when

made;

(c)after giving effect to this Amendment, no Default or Event of Default has

occurred and is continuing; and

(d)when duly executed and delivered, this Amendment and any other Loan

Documents entered into in connection herewith will constitute valid and binding obligations of

it, enforceable in accordance with their respective terms, provided that the enforceability

hereof and thereof is subject in each case to general principles of equity and to bankruptcy,

insolvency and similar laws affecting the enforcement of creditors’ rights generally.

5. Notices.  The Administrative Agent and each Lender party hereto acknowledges and

agrees that this Amendment constitutes all timely notices required under the Credit Agreement with

respect to the amendments to the Credit Agreement contemplated hereby. 

140760.01015/150764687v.7

6. Continuing Effect of the Credit Agreement. This Amendment shall not constitute a

waiver of any provision not expressly referred to herein and shall not be construed as a consent to any

action on the part of Borrower or Guarantors that would require a waiver or consent of the Lenders or

an amendment or modification to any term of the Loan Documents except as expressly stated herein.

Except as expressly modified hereby, the provisions of the Credit Agreement and the Loan Documents

are and shall remain in full force and effect.

7. Ratification. Borrower and each Guarantor hereby confirm and ratify the Credit

Agreement, the Collateral Documents and each of the other Loan Documents to which it is a party,

as amended hereby, and acknowledge and agree that the same shall continue in full force and effect,

as amended hereby and by any prior amendments thereto. Nothing in this Amendment extinguishes,

novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the

Administrative Agent created by or contained in any of such documents nor is Borrower or any other

Guarantor released from any covenant, warranty or obligation created by or contained herein or

therein.

8. Reconfirmation of Grant of Security Interest.  To secure the prompt payment and

performance of the Obligations, each Loan Party reconfirms the collateral assignment, pledge and grant to

the Administrative Agent, for the benefit of the Secured Parties, pursuant to and subject to the terms and

limitations contained in the Collateral Documents of a continuing security interest in and Lien on all of

the Collateral (as defined in each such Collateral Document) of such Loan Party.

9. Counterparts. This Amendment may be executed by all parties hereto in any number

of separate counterparts each of which may be delivered in original, electronic or facsimile form and

all of such counterparts taken together shall be deemed to constitute one and the same instrument.

10. References.  The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,”

“hereof,” “hereunder” and words of similar import when used in this Amendment shall refer to this

Amendment as a whole and not to any particular article, section or provision of this Amendment.

References in this Amendment to an article or section number are to such articles or sections of this

Amendment unless otherwise specified.

11. Headings Descriptive.  The headings of the several sections and subsections of this

Amendment are inserted for convenience only and shall not in any way affect the meaning or

construction of any provision of this Amendment.

12. Governing Law. This Amendment shall be governed by and construed in accordance

with the law of the State of New York, without regard to such state’s conflict of laws rules which

would have the effect of applying the laws of any other jurisdiction.

13. Final Agreement of the Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT

AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE

PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE

ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature Pages Follow]

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed by their respective authorized officers to be effective as of the day and year first above written.

BORROWER:

MSC INCOME FUND, INC. (F/K/A HMS INCOME FUND, INC.), a Maryland corporation

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

GUARANTORS:

MSC EQUITY HOLDING, LLC (F/K/A HMS EQUITY HOLDING, LLC), a Delaware limited liability company By:MSC INCOME FUND, INC. (F/K/A HMS INCOME FUND, INC.), a Maryland corporation, its Managing Member

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

AFG CAPITAL EQUITY HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

MYSTIC LOGISTICS INVESTMENTS, LLC, a Delaware limited liability company

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

STAVIG EQUITY HOLDINGS, LLC, a Delaware limited liability company

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

MSC EQUITY HOLDING II, INC. (F/K/A HMS EQUITY HOLDING II, INC.), a Delaware corporation

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

MSC CALIFORNIA HOLDINGS GP LLC (F/K/A HMS CALIFORNIA HOLDINGS GP LLC), a Delaware limited liability company

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

MSC CALIFORNIA HOLDINGS LP (F/K/A HMS CALIFORNIA HOLDINGS LP), a Delaware limited partnership By: MSC CALIFORNIA HOLDINGS GP LLC, its general partner

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

HMS FUNDING I LLC, a Delaware limited liability company

By: /s/ Cory E. Gilbert

Name: Cory E. Gilbert Title: Chief Financial Officer

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

ADMINISTRATIVE AGENT AND LENDER:

EVERBANK, N.A.

By: /s/ Frank Martino

Name: Frank Martino Title: Director

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

LENDER:

VERITEX COMMUNITY BANK

By: /s/ Marc-Pierre Ahumada

Name: Marc-Pierre Ahumada Title: Client Manager - Specialty Banking

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

LENDER:

CUSTOMERS BANK

By: /s/ Scott Gates

Name: Scott Gates Title: SVP, Portfolio Manager

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

LENDER:

TRUSTMARK NATIONAL BANK

By: /s/ Jeff Deutsch

Name: Jeff Deutsch Title: Senior Vice President

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

LENDER:

HANCOCK WHITNEY BANK

By: /s/ William Jochetz

Name: William Jochetz Title: Senior Vice President

[Signature Page to Eighth Amendment to Credit Agreement]

140760.01015/150764687v.7

LENDER:

CITY NATIONAL BANK

By: /s/ Andrew Miller

Name: Andrew Miller Title: Vice President

[Appendix A]

140760.01015/150764687v.7

APPENDIX A

AMENDED CREDIT AGREEMENT

140760.01015/150764690v.11

28169663.4.BUSINESS

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EXECUTION VERSION

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT

dated as of March 11, 2014 and

amended and restated as of March 6, 2017

among

MSC INCOME FUND, INC.,

as Borrower,

MSC EQUITY HOLDING, LLC, AFG CAPITAL EQUITY HOLDINGS, LLC, STAVIG EQUITY

HOLDINGS, LLC, MYSTIC LOGISTICS INVESTMENTS, LLC, MSC EQUITY HOLDING II, INC.,

MSC CALIFORNIA HOLDINGS LP) AND MSC CALIFORNIA HOLDINGS GP LLC,

as Guarantors,

The Lenders Listed Herein,

as Lenders,

TIAAEverBank, FSBN.A.,

as Administrative Agent,

and

TIAAEverBank, FSBN.A.,

as Sole Lead Arranger and Sole Bookrunner

Conformed Credit Agreement - Page i

140760.01015/150764690v.11

28169663.4.BUSINESS

140760.01015/130833253v.5

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01.Definitions.2

SECTION 1.02.Accounting Terms and Determinations.54

SECTION 1.03.Use of Defined Terms.54

SECTION 1.04.Terms Generally.54

SECTION 1.05.Divisions.5554

ARTICLE II

THE CREDIT

SECTION 2.01.Commitments to Make Advances.55

SECTION 2.02.Method of Borrowing Advances.56

SECTION 2.03.Continuation and Conversion Elections.57

SECTION 2.04.Notes.5857

SECTION 2.05.Maturity of Advances.5857

SECTION 2.06.Interest Rates.58

SECTION 2.07.Fees.5958

SECTION 2.08.Optional Termination or Reduction of Commitments.59

SECTION 2.09.Termination of Commitments.6059

SECTION 2.10.Optional Prepayments.6059

SECTION 2.11.Mandatory Prepayments.6160

SECTION 2.12.General Provisions as to Payments.6362

SECTION 2.13.Computation of Interest and Fees.6766

SECTION 2.14.Increase in Commitments.67

SECTION 2.15.Extension Options.7069

SECTION 2.16.Lender Consent.7069

ARTICLE III

CONDITIONS TO BORROWINGS

SECTION 3.01.Conditions to Restatement and First Borrowing.70

SECTION 3.02.Conditions to All Borrowings.7372

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01.Existence and Power.73

SECTION 4.02.Organizational and Governmental Authorization; No Contravention.

7473

SECTION 4.03.Binding Effect.7473

SECTION 4.04.Financial Information.7473

SECTION 4.05.Litigation.74

SECTION 4.06.Compliance with ERISA.7574

SECTION 4.07.Payment of Taxes.7574

SECTION 4.08.Subsidiaries.7574

SECTION 4.09.Investment Company Act, Etc.75

SECTION 4.10.All Consents Required.7675

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28169663.4.BUSINESS

140760.01015/130833253v.5

SECTION 4.11.Ownership of Property; Liens.7675

SECTION 4.12.No Default.7675

SECTION 4.13.[Reserved].7675

SECTION 4.14.Environmental Matters.7675

SECTION 4.15.Compliance with Laws.76

SECTION 4.16.Capital Securities.7776

SECTION 4.17.Margin Stock.7776

SECTION 4.18.Insolvency.7776

SECTION 4.19.Collateral Documents.77

SECTION 4.20.Labor Matters.77

SECTION 4.21.Patents, Trademarks, Etc.7877

SECTION 4.22.Insurance.7877

SECTION 4.23.Anti-Terrorism Laws.7877

SECTION 4.24.Ownership Structure.78

SECTION 4.25.Reports Accurate; Disclosure.7978

SECTION 4.26.Location of Offices; Names.7978

SECTION 4.27.Affiliate Transactions.79

SECTION 4.28.Broker’s Fees.79

SECTION 4.29.Survival of Representations and Warranties, Etc.79

SECTION 4.30.Loans and Investments.8079

SECTION 4.31.No Default or Event of Default.8079

SECTION 4.32.USA Patriot Act; OFAC.8079

SECTION 4.33.Material Contracts.80

SECTION 4.34.Collateral-Mortgage Property.8180

SECTION 4.35.Mortgaged Properties; Flood Insurance.8180

SECTION 4.36.Common Enterprise.81

SECTION 4.37.Investment Policies.81

SECTION 4.38.Eligibility of Portfolio Investments.8281

SECTION 4.39.Portfolio Investments.8281

SECTION 4.40.Selection Procedures.8281

SECTION 4.41.Coverage Requirement.8281

SECTION 4.42.Foreign Corrupt Practices.8281

SECTION 4.43.Structured Subsidiaries.82

SECTION 4.44.Volcker Rule.82

SECTION 4.45.Beneficial Ownership Certificate.8382

ARTICLE V

COVENANTS

SECTION 5.01.Information.8382

SECTION 5.02.Inspection of Property, Books and Records.85

SECTION 5.03.Maintenance of RIC Status and Business Development Company.

8685

SECTION 5.04.Minimum Liquidity.8685

SECTION 5.05.Capital Expenditures.8685

SECTION 5.06.Sale/Leasebacks.8685

SECTION 5.07.Minimum Consolidated Tangible Net Worth.8685

SECTION 5.08.Acquisitions.86

SECTION 5.09.Interest Coverage Ratio.86

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140760.01015/130833253v.5

SECTION 5.10.Asset Coverage Ratio.86

SECTION 5.11.Loans or Advances.8786

SECTION 5.12.Restricted Payments.8786

SECTION 5.13.Investments.87

SECTION 5.14.Negative Pledge.8887

SECTION 5.15.Maintenance of Existence, etc.9089

SECTION 5.16.Dissolution.9089

SECTION 5.17.Consolidations, Mergers and Sales of Assets.9089

SECTION 5.18.Use of Proceeds.9190

SECTION 5.19.Compliance with Laws; Payment of Taxes.9190

SECTION 5.20.Insurance.91

SECTION 5.21.Change in Fiscal Year.9291

SECTION 5.22.Maintenance of Property.9291

SECTION 5.23.Environmental Notices.9291

SECTION 5.24.Environmental Matters.9291

SECTION 5.25.Environmental Release.9291

SECTION 5.26.[Reserved].92

SECTION 5.27.Transactions with Affiliates.92

SECTION 5.28.Joinder of Subsidiaries.9392

SECTION 5.29.No Restrictive Agreement.9493

SECTION 5.30.Partnerships and Joint Ventures.9594

SECTION 5.31.Additional Debt.9594

SECTION 5.32.Post-closing Action..96  Not later than 90 days after the Sixth

Amendment Effective Date (or such later date as the Administrative

Agent may reasonably agree), HMS Funding I LLC shall deliver a

Custodial Agreement with respect to its account number

104791304165, FFC 172148 with U.S. Bank, N.A.95

SECTION 5.33.Modifications of Organizational Documents.9695

SECTION 5.34.ERISA Exemptions.9695

SECTION 5.35.Hedge Transactions.9695

SECTION 5.36.[Reserved].96

SECTION 5.37.Operating Leases.9796

SECTION 5.38.Amendment of Certain Debt.9796

SECTION 5.39.Compliance with Investment Policies.9796

SECTION 5.40.Delivery of Collateral to Collateral Custodian.9796

SECTION 5.41.Custody Agreements.9796

SECTION 5.42.Adviser Information Reports.97

SECTION 5.43.Notice of Adviser Events and Certain Breaches.9897

SECTION 5.44.Custodial Agreements.9897

SECTION 5.45.Amendments, Waivers, and Termination of the Advisory Agreement.

9897

SECTION 5.46.Anti-Hoarding of Assets at Structured Subsidiaries.9897

SECTION 5.47.Subordinated Main Street Loan Agreement.9998

SECTION 5.48.Subordinated Main Street Second Upfront Fee.9998

ARTICLE VI

DEFAULTS

SECTION 6.01.Events of Default.9998

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SECTION 6.02.Notice of Default.103102

SECTION 6.03.[Intentionally omitted.]103102

SECTION 6.04.Allocation of Proceeds.103102

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01.Appointment and Authority.104103

SECTION 7.02.Rights as a Lender.104103

SECTION 7.03.Exculpatory Provisions.104103

SECTION 7.04.Reliance by Administrative Agent.105104

SECTION 7.05.Delegation of Duties.105104

SECTION 7.06.Resignation of Administrative Agent.105104

SECTION 7.07.Non-Reliance on Administrative Agent and Other Lenders.106105

SECTION 7.08.Erroneous Payments.106105

SECTION 7.09.Other Agents.108107

SECTION 7.10.Hedging Agreements, Cash Management Services and Bank

Products.108107

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION

SECTION 8.01.Inability to Determine Rates; Benchmark Replacement Setting.

109108

SECTION 8.02.Illegality.111109

SECTION 8.03.Increased Cost and Reduced Return.111110

SECTION 8.04.ABR Advances Substituted for Affected Euro-Dollar Advances.

112111

SECTION 8.05.Compensation.113111

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.Notices Generally.113112

SECTION 9.02.No Waivers.114113

SECTION 9.03.Expenses; Indemnity; Damage Waiver.115114

SECTION 9.04.Setoffs; Sharing of Set-Offs; Application of Payments.116115

SECTION 9.05.Amendments and Waivers.118117

SECTION 9.06.Margin Stock Collateral.120119

SECTION 9.07.Successors and Assigns.120119

SECTION 9.08.Defaulting Lenders.123122

SECTION 9.09.Confidentiality.125123

SECTION 9.10.Representation by Lenders.125124

SECTION 9.11.Obligations Several.126124

SECTION 9.12.Survival of Certain Obligations.126124

SECTION 9.13.Governing Law.126124

SECTION 9.14.Severability.126124

SECTION 9.15.Interest.126124

SECTION 9.16.Interpretation.126125

SECTION 9.17.Counterparts; Integration; Effectiveness; Electronic Execution.

126125

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SECTION 9.18.Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury

Trial.127125

SECTION 9.19.Independence of Covenants.128126

SECTION 9.20.Concerning Certificates.128126

SECTION 9.21.Renewal and Restatement.128126

SECTION 9.22.Acknowledgement and Consent to Bail-In of Affected Financial

Institutions.128127

SECTION 9.23.Acknowledgement Regarding any Supported QFCs.129127

SECTION 9.24.USA Patriot Act.129128

SECTION 9.25.No Advisory or Fiduciary Responsibility.130128

ARTICLE X

GUARANTY

SECTION 10.01.Unconditional Guaranty.130129

SECTION 10.02.Obligations Absolute.131129

SECTION 10.03.Continuing Obligations; Reinstatement.132131

SECTION 10.04.Additional Security, Etc.133131

SECTION 10.05.Information Concerning the Borrower.133131

SECTION 10.06.Guarantors’ Subordination.133132

SECTION 10.07.Waivers.133132

SECTION 10.08.Enforcement.134132

SECTION 10.09.Miscellaneous.134132

Schedules:

Schedule A	-	Designation Notice
Schedule B		Revolver Commitment
Schedule 1.01	-	Mortgaged Properties
Schedule 4.8	-	Subsidiaries
Schedule 4.24	-	Subsidiaries and Affiliates
Schedule 4.30	-	Investments
Schedule 4.33	-	Contracts
Schedule 5.11	-	Loans and Advances
Schedule 5.14	-	Principal Amounts
Schedule 5.31	-	Debt
Schedule 5.37	-	Operating Leases

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Exhibits:

Exhibit A	-	Form of Notice of Borrowing
Exhibit B-1	-	Form of Revolver Note
Exhibit B-2	-	Form of Swing Advance Note
Exhibit C	-	Form of Notice of Conversion
Exhibit D	-	Form of Borrowing Base Certification Report
Exhibit E	-	Form of Opinion of Borrower’s and Guarantors’ Counsel
Exhibit F	-	Form of Closing Certificate
Exhibit G	-	Form of Officer’s Certificate
Exhibit H	-	Form of Compliance Certificate
Exhibit I	-	Form of Joinder and Reaffirmation Agreement
Exhibit J	-	Form of General Security Agreement
Exhibit K	-	Form of Equity Pledge Agreement
Exhibit L	-	Form of Assignment and Assumption
Exhibits M-1 through M-4	-	Form of Tax Certificates

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AMENDED AND RESTATED

SENIOR SECURED REVOLVING CREDIT AGREEMENT

THIS AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT

AGREEMENT is dated as of March 11, 2014 (and amended and restated as of March 6, 2017, this

“Agreement”) among MSC INCOME FUND, INC., a Maryland corporation as Borrower, MSC

EQUITY HOLDING, LLC, as a Guarantor, AFG CAPITAL EQUITY HOLDINGS, LLC, as a Guarantor,

STAVIG EQUITY HOLDINGS, LLC, as a Guarantor, MSC EQUITY HOLDING II, INC., as a

Guarantor, MYSTIC LOGISTICS INVESTMENTS, LLC, as a Guarantor, MSC CALIFORNIA

HOLDINGS LP, as a Guarantor, MSC CALIFORNIA HOLDINGS GP LLC, as a Guarantor, HMS

FUNDING I LLC, as a Guarantor, the LENDERS listed on the signature pages hereof, as Lenders and

TIAAEverBank, FSBN.A., as successor in interest to certain assets of EverBank Commercial Finance,

Inc. (“TIAATIAA, FSB (“EverBank”), as Administrative Agent (the “Administrative Agent”), Sole

Lead Arranger and Sole Bookrunner. (and as amended and restated as of March 6, 2017, as amended by

that certain First Amendment to Credit Agreement dated as of October 19, 2017, as supplemented by that

certain Assignment, Assumption, Joinder and Amendment Agreement dated as of December 21, 2018, as

amended by that certain Second Amendment to Credit Agreement dated as of March 5, 2020, as amended

by that certain Consent and Third Amendment dated as of September 25, 2020, as amended by that

certain Fourth Amendment to Credit Agreement dated as of January 27, 2021, as amended by that certain

Fifth Amendment to Credit Agreement dated as of July 27, 2021, as amended by that certain Sixth

Amendment to Credit Agreement dated as of September 22, 2021, as amended by that certain Seventh

Amendment to Credit Agreement dated as of April 27, 2023, as amended by that certain Eighth

Amendment to Credit Agreement dated as of November 8, 2024, and as further amended, modified,

restated, supplemented, renewed or extended from time to time, this “Agreement”).

                                            R E C I T A L S:

WHEREAS, the Borrower, Capital One, National Association, as Administrative Agent

(the “Original Agent”) and certain Lenders are parties to that certain Credit Agreement dated as of May

24, 2012, whereby the lenders therein have extended credit to the Borrower, as amended by that certain

First Amendment to Credit Agreement dated as of August 16, 2013 and as further amended by that certain

Second Amendment to Credit Agreement dated as of November 19, 2013 (collectively, the “Original

Agreements”);

WHEREAS, the Borrower, the Original Agent and certain Lenders are parties to that

certain Senior Secured Revolving Credit Agreement dated as of March 11, 2014, (as supplemented by

that certain Joinder and Reaffirmation Agreement dated as of April 15, 2014 (the “Joinder Agreement”)

executed by HMS Equity Holding, LLC, a Delaware limited liability company) which amended, restated

and otherwise superseded the Original Agreements, as amended by that certain First Amendment to

Credit Agreement dated as of May 30, 2014 and as further amended by that certain Second Amendment

to Credit Agreement dated as of September 22, 2014, that certain Third Amendment to Credit Agreement

dated as of May 13, 2015, that certain Fourth Amendment to Credit Agreement dated as of May 29, 2015,

and that certain Fifth Amendment to Credit Agreement dated as of July 27, 2021 (collectively, the

“Existing Credit Agreement”);

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WHEREAS, the parties hereto desire to enter into this Agreement, which shall amend

and restate and otherwise supersede the Existing Credit Agreement and provide that the Lenders may

continue to extend credit to the Borrower as provided in this Agreement;

WHEREAS, the Borrower has requested that the Lenders provide revolver commitments

pursuant to which loans will be made from time to time prior to the Termination Date (as defined below);

WHEREAS, the Lenders are willing, on the terms and subject to the conditions

hereinafter set forth, to extend the revolver commitments and make loans to the Borrower; and

NOW THEREFORE, in consideration of the premises herein contained and other good

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties

hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.Definitions.  The terms as defined in this Section 1.01 shall, for

all purposes of this Agreement and any amendment hereto (except as otherwise expressly provided or

unless the context otherwise requires), have the meanings set forth herein:

“ABR” means the greatest of (i) the Prime Rate, (ii) the federal funds effective rate from

time to time plus 0.5% and (iii) the Adjusted Term SOFR Rate for a one-month interest period on the

applicable date plus 1.0%.

“ABR Borrowing” has the meaning set forth in the definition of “Borrowing”.

“ABR Advance” means, with respect to any Advance, such Advance when such

Advance bears or is to bear interest at a rate based upon the ABR.

“Acquisition” means any transaction or series of related transactions (other than a

Portfolio Investment) for the purpose of, or resulting in, directly or indirectly, (a) the acquisition by the

Borrower or any Subsidiary of all or substantially all of the assets of a Person (other than a Subsidiary) or

of any business or division of a Person (other than a Subsidiary), (b) the acquisition by the Borrower or

any Subsidiary of more than 50% of any class of Voting Stock (or similar ownership interests) of any

Person (provided that formation or organization of any Wholly Owned Subsidiary shall not constitute an

“Acquisition” to the extent that the amount of the Investment in such entity is permitted under

Sections 5.08 and 5.12), or (c) a merger, consolidation, amalgamation or other combination by the

Borrower or any Subsidiary with another Person (other than a Subsidiary) if the Borrower or such

Subsidiary is the surviving entity; provided that in any merger involving the Borrower, the Borrower must

be the surviving entity.

“Adjusted Borrowing Base” means, as of any date of determination, the Borrowing

Base minus the aggregate amount of Cash and Cash Equivalents included in such Borrowing Base.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum

equal to (a) Term SOFR for such calculation, plus (b) subject to the provisions of Section 8.01(b), the

Term SOFR Adjustment.

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“Administrative Agent” means TIAAEverBank, in its capacity as administrative agent

for the Lenders, and its successors and permitted assigns in such capacity.

“Administrative Questionnaire” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

“Advance Rate” means, as to any Eligible Investment and subject to adjustment as

provided in the definition of Borrowing Base, the following percentages with respect to such Eligible

Investment:

Portfolio Investment	A dvance Rate
Cash and Cash Equivalents	1 00%
Eligible Quoted Senior Bank Loan Investments (with a Value of at least 85% of par value of such Investments)	8 0%
Eligible Quoted Senior Bank Loan Investments (with a Value of less than 85% and greater than 65% of par value of such Investments)	4 0%
Eligible Investment Grade Debt Securities (with a Value of at least 85% of par value of such Debt Securities)	8 0%
Eligible Investment Grade Debt Securities (with a Value of less than 85% and greater than 65% of par value of such Debt Securities)	4 0%
Eligible Core Portfolio Investments