Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2024, Overland Advantage (the "Company") entered into an amendment (the "Second Amendment") to that certain Loan and Services Agreement (the "Revolving Credit Facility"), dated February 22, 2024 (the "Closing Date"), and amended on June 6, 2024, by and among Overland Financing MS, LLC, a wholly owned subsidiary of the Company, as borrower, the Company, as transferor and as servicer, and Morgan Stanley Senior Funding, Inc., as administrative agent, and each of the lenders from time to time party thereto, and Wilmington Trust, National Association, as collateral agent, account bank and collateral custodian.

Among other things, the Second Amendment extended the period during which the incremental applicable margin of 2.10% per annum applies through the fourteen (14) month anniversary of the Closing Date. As amended, the applicable margin on advances is (a) for the first six (6) months after the Closing Date, 1.70% per annum, (b) for the next eight (8) months after the Closing Date, 2.10% per annum, (c) after the fourteen (14) month anniversary of the Closing Date and during the revolving period, which is scheduled to end three years after the Closing Date, 2.35% per annum, and (d) after the end of the revolving period, 2.85% per annum. The Second Amendment also extended the period during which the maximum portfolio advance rate under the Revolving Credit Facility is 70% from the first nine (9) months after the Closing Date to the first fourteen (14) months after the Closing Date. After the first fourteen (14) months after the Closing Date, the maximum portfolio advance rate will decrease to 65%.

Except as modified by the Second Amendment, the Revolving Credit Facility remains in full force and effect. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.