Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2024, Overland Advantage (the "Company") entered into a Revolving Credit Agreement (together with the exhibits and schedules thereto, the ''SMTB Credit Agreement'') among the Company, as the initial borrower, Overland Advantage Feeder Fund, L.P., as the guarantor (the "Guarantor"), Overland Advantage Feeder Fund GP Ltd., as the general partner of the Guarantor, Sumitomo Mitsui Trust Bank, Limited, New York Branch ("SMTB"), as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender, which is structured as a revolving credit facility secured by a first-priority interest in the capital commitments of the Company's shareholders (including the Guarantor) and the Guarantor's shareholders, and certain related assets (the ''SMTB Credit Facility''). Proceeds of the SMTB Credit Facility may be used for the purposes permitted under the governing documents of the Company, including the funding of portfolio investments.

The SMTB Credit Facility will mature on July 10, 2026, subject to two one-year extensions at the option of the Company with the consent of the lenders, and has a maximum facility amount of $100 million. Under the SMTB Credit Facility, the Company is permitted to borrow up to the lesser of $100 million and the Borrowing Base. The "Borrowing Base" is calculated as an advance rate multiplied by the unfunded capital commitments of shareholders in the Company that meet certain credit-related criteria and, in certain circumstances, have been approved for inclusion in the Borrowing Base by SMTB and/or the other lenders. The advance rate with respect to each shareholder is 65%, 80% or 90% depending on the level of approval and criteria satisfied by such shareholder. The SMTB Credit Facility contains certain customary affirmative and negative covenants and events of default. The SMTB Credit Facility bears interest at a rate of either (i) one- or three-month term secured overnight financing rate ("SOFR") plus an applicable margin of 2.65% per annum or an alternate base rate (which is the highest of the federal funds rate plus 0.50%, the prime rate and one month term SOFR plus 1.00%) plus an applicable margin of 1.65% per annum. The Company may elect either the term SOFR or alternate base rate at the time of drawdown, and loans may be converted from one rate to another at the Company's option, subject to certain conditions.

The description above is only a summary of the material provisions of the SMTB Credit Facility and is qualified in its entirety by reference to the copy of the Revolving Credit Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference thereto.