Material Agreement, Financial Obligation (Form 8-K)

Amendment to Revolving Loan Agreement

On February 15, 2025, CNL Strategic Capital B, Inc. ("Borrower"), a wholly-owned subsidiary of CNL Strategic Capital, LLC ( the "Company") and Valley National Bank, a Tennessee banking corporation, (referred to as "Valley National Bank") entered into a First Amendment ("First Amendment") to the Loan and Security Agreement (the "Loan Agreement") previously entered into by such parties for a fifty million dollar ($50.0 million) revolving line of credit (the "Line of Credit"). Under the First Amendment, in the sole and absolute discretion of Valley National Bank, the Line of Credit may be increased to a maximum commitment amount of one hundred million dollars ($100 million). If increased, the additional commitment amount will be subject to a commitment fee of twenty-five hundredths of one percent (0.25%) on such an increased Line of Credit amount if utilized. Under the First Amendment, unless further extended, the Line of Credit has a new maturity date of February 15, 2026. In connection with the Line of Credit, the Borrower previously paid a commitment fee to Valley National Bank of one hundred and twenty-five thousand dollars ($125,000) plus Valley National Bank expenses associated with the Line of Credit. In connection with the First Amendment, the Borrower paid an additional commitment fee to Valley National Bank of one hundred and twenty-five thousand dollars ($125,000). The Borrower is required to pay interest on any borrowed amounts under the Line of Credit at a rate per year equal to the 1-Month Term secured overnight financing rate ("SOFR") plus 2.75%. Interest payments are due on the first calendar day of the month in arrears.

Furthermore, the Borrower is required to pay a quarterly unused borrowing fee at an annual rate of fifteen hundredths of one percent (0.15%) on the difference between (i) the fifty million dollar Line of Credit amount and (ii) the aggregate average daily balance of outstanding borrowings under the Line of Credit during such quarter. The Borrower may prepay, without penalty, all or any part of the borrowings under the Loan Agreement at any time and such borrowings are required to be repaid within one hundred and eighty (180) days of the borrowing date. Under the Loan Agreement, the Company is required to comply with certain covenants including the requirement to provide certain financial and compliance reports to Valley National Bank and restrictions on incurring certain levels of additional debt by the Company. In connection with the Line of Credit, the Company previously entered into a Guaranty agreement to act as a guarantor of the Borrower's outstanding borrowings under the Loan Agreement (the "Guaranty Agreement") and the Borrower and the Company also entered into a pledge and assignment of bank and deposit accounts ("Pledge Agreement") in favor of Valley National Bank. Under the Pledge Agreement, the Company is required to maintain accounts with Valley National Bank, including to contribute proceeds from the Company's offering, as a pledge of collateral to pay down the outstanding debt to the extent there are any borrowings outstanding under the Loan Agreement.

The foregoing descriptions of the Loan Agreement, the Guaranty Agreement, and the Pledge Agreement in this Item 1.01 do not purport to be complete in scope and are qualified in their entirety by the full text of such agreements included as exhibits to the Company's filing on Form 8-K on February 20, 2024 and incorporated by reference herein. The foregoing description of the First Amendment in this Item 1.01 does not purport to be complete in scope and is qualified in its entirety by the full text of such agreement included as Exhibit 10.1 to this filing and incorporated by reference herein.

The information set forth in Item 1.01 regarding the Loan Agreement, the First Amendment, the Guaranty Agreement, and the Pledge Agreement with Valley National Bank is incorporated by reference into this Item 2.03.