EX-10.1



 Exhibit 10.1 

Execution Version 

AMENDMENT NO. 3 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENT 

This AMENDMENT NO. 3 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENT (this “Amendment”) is made as of May 18, 2017, by and
among SARATOGA INVESTMENT FUNDING LLC, a Delaware limited liability company (f/k/a GSC Investment Funding LLC), as borrower (the “Borrower”), SARATOGA INVESTMENT CORP., a Maryland corporation (f/k/a GSC Investment Corp.), as
Performance Guarantor (the “Performance Guarantor”), SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company, as Manager (the “Manager”), each Lender party hereto, MADISON CAPITAL FUNDING LLC, as
administrative agent (the “Administrative Agent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), not in its individual capacity, but solely as the custodian (together with its
successors and assigns in such capacity, the “Custodian”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 

RECITALS 
 WHEREAS,
the Borrower, the Performance Guarantor, the Manager, the financial institutions signatory thereto as Lenders (the “Lenders”), the Administrative Agent and the Custodian, each entered into that certain Credit, Security and
Management Agreement, dated as of July 30, 2010, as restated by that certain Amendment No. 1 to Credit, Security and Management Agreement dated as of February 24, 2012 and as amended by that certain Amendment No. 2 to Credit,
Security and Management Agreement dated as of September 17, 2014 (as further amended, restated or otherwise modified, the “Credit Agreement”); 

WHEREAS, Borrower has requested that Administrative Agent and Lenders make certain amendments with respect to the Credit Agreement as set
forth herein; and 
 WHEREAS, Borrower, Performance Guarantor, Manager, Administrative Agent, Custodian, and Lenders are willing to enter
into this Amendment upon the terms and conditions set forth below. 
 NOW, THEREFORE, in consideration of the matters set forth in
the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

AGREEMENT 

Section 1 Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in
the Credit Agreement. 
 Section 2 Amendments to the Credit Agreement. As of the “Third Amendment Effective Date”
(hereinafter defined), the Credit Agreement is hereby amended as follows: 
 (a) Section 1.1 of the Credit Agreement is amended by
deleting the definitions set forth below and replacing each, respectively, with the following new definitions: 

  
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 “Base Rate” means, for any day, the greatest of (i) the
rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and
recognizable source as the Administrative Agent may select), (ii) the sum of the Federal Funds Rate plus 0.5%, and (iii) 2.00%. Any change in the Base Rate due to a change in such Prime Rate or the Federal Funds Rate shall be effective on
the effective date of such change in such Prime Rate or the Federal Funds Rate. 
 “Commitment Termination
Date” means September 17, 2020. 
 “LIBOR Rate” means, with respect to any LIBOR Rate
Advance, the greater of (a) a rate per annum equal to (i) the offered rate for deposits in Dollars having a one-month maturity and for the amount of the applicable LIBOR Rate Advance that appears on the Reuters Screen LIBOR01 Page at 11:00
a.m. London time (or, if not so appearing, as published in the “Money Rates” section of The Wall Street Journal or another national publication selected by the Administrative Agent) two Business Days prior to the applicable Funding Date,
divided by (ii) the sum of one minus the daily average of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the FRB for “Eurocurrency Liabilities” (as defined therein), and
(b) 1.00%. The LIBOR Rate for any LIBOR Rate Advance outstanding on any Payment Date shall be redetermined as of such Payment Date. 

“Maturity Date” means the earlier of (i) the date that is five years after the Commitment Termination
Date and (ii) the occurrence of the Termination Date pursuant to clause (a) of the definition thereof. 
 (b) Section 1.1 of
the Credit Agreement is amended by adding the following definitions in the appropriate alphabetical order: 

“Commitment Fee Rate” means (a) 0.75% if Utilization is less than 50% and (b) 0.50% if Utilization
is greater than or equal to 50%. 
 “Utilization” means, on any day, the ratio of (a) the Advances
Outstanding to (b) the aggregate Commitments, expressed as a percentage. 
 (c) Section 2.13(a) of the Credit Agreement is amended
by deleting such section in its entirety and replacing it with the following: 
 (a) Commitment Fee. The Borrower
shall pay on each Payment Date in accordance with Section 2.7, pro rata to each Lender (either directly or through the Administrative Agent), an unused commitment fee (the “Commitment Fee”) payable in arrears for
each Settlement Period, equal to the sum of the products for each day during such Settlement Period of (i) one divided by 360, (ii) the Commitment Fee Rate, and (iii) the aggregate Commitments minus the Advances Outstanding on such
day. The Commitment Fee shall be computed for the actual number of days elapsed on the basis of a year of 360 days. 

  
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 Section 3 Representations and Warranties. Each of the Borrower, the Performance
Guarantor and the Manager represents and warrants as of the date of this Amendment as follows (provided that, with respect to the representations and warranties in clause (g) below, the Borrower shall make such representations and warranties
solely with respect to Section 4.1 of the Credit Agreement, the Performance Guarantor shall make such representations and warranties solely with respect to Section 4.2 of the Credit Agreement, and the Manager shall make such
representations and warranties solely with respect to Section 7.5 of the Credit Agreement): 
 (a) it is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its formation, and has full power, authority and legal right to own or lease its properties and conduct its business as such business is presently conducted; 

(b) the execution and delivery of this Amendment and the consummation of the transactions provided for herein have been duly authorized by it
by all necessary action on the part of such Person; 
 (c) The execution and delivery of this Amendment, the performance by it of the
transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with or result in any breach of any of the terms and provisions of, and will not constitute (with or without notice or lapse of time or both) a default under,
it’s organizational documents or any material Contractual Obligation of such Person; 
 (d) this Amendment has been duly executed and
delivered by it; 
 (e) this Amendment constitute the legal, valid and binding obligation of it enforceable against it in accordance with
its terms, except as such enforceability may be limited by Insolvency Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); 

(f) all material approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required
in connection with the due execution, delivery and performance by it of this Amendment have been obtained; 
 (g) the representations and
warranties set forth in Sections 4.1, 4.2 and 7.5 of the Credit Agreement are true and correct on and as of the date hereof (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date); and 
 (h) no event has occurred, or would result from
this Amendment, that constitutes an Event of Default or a Default or a Manager Event. 
 Section 4 Conditions to Effectiveness.
This Amendment shall become effective (the “Third Amendment Effective Date”) on the date on which: 
 (a) each party hereto
shall have delivered an executed signature page to the Administrative Agent; 

  
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 (b) the Administrative Agent shall have received the fees set forth in the fee letter dated as of
the date hereof by and between the Administrative Agent and the Borrower; 
 (c) the Administrative Agent shall have received a
Secretary’s Certificate from the Borrower, the Performance Guarantor and the Manager, each in form and substance reasonably satisfactory to the Administrative Agent; and 

(d) the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent
shall reasonably request in connection with the transactions contemplated by this Amendment. 
 Section 5 Costs and Expenses.
The Borrower hereby affirms its obligation under Section 12.8 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation,
negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto. 

Section 6 Miscellaneous. 

(a) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof. 
 (b) This Amendment shall constitute a Transaction Document. 

(c) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by e-mail in portable document format (.pdf) or
facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
 (d) In case any provision in or obligation
under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby. 
 (e) This Amendment (including the fee letter delivered in connection herewith) contains the final
and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior
oral or written understandings. 
 (f) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

					
	 BORROWER:
	  	SARATOGA INVESTMENT FUNDING LLC
		
		  	
		  	By	  	  

		  		  	Name:
		  		  	Title:
		
	 MANAGER:
	  	SARATOGA INVESTMENT ADVISORS, LLC
		
		  	
		  	By	  	  

		  		  	Name:
		  		  	Title:
		
	 PERFORMANCE GUARANTOR:
	  	SARATOGA INVESTMENT CORP.
		
		  	
		  	By	  	  

		  		  	Name:
		  		  	Title:


  
 [signature page to
Amendment No. 3] 








 
			
	 MADISON CAPITAL FUNDING LLC, as

Administrative Agent and a Lender

	
	
	 By
	 	  

		 	Name:
		 	Title:



  
 [signature page to
Amendment No. 3] 








 
			
	 U.S. BANK NATIONAL ASSOCIATION, not in

its individual capacity, but solely as Custodian

	
	
	 By
	 	  

		 	Name:
		 	Title:



  
 [signature page to
Amendment No. 3]