Exhibit
10.1


 


FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED 


LOAN
AND SECURITY AGREEMENT


 


THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made and entered into
as of the 27th day of January, 2012 between FCC, LLC, d/b/a First Capital, a Florida limited liability company (“Lender”),
and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation (“Borrower”).


 


W
I T N E S S E T H:


 


WHEREAS, Borrower and Lender
are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of August 31, 2010 (as
amended, restated or otherwise modified from time to time, the “Loan Agreement”); and


WHEREAS,
Borrower has requested that Lender amend the Loan Agreement as set forth herein, and Lender is willing to do so on the terms and
conditions set forth herein.


NOW,
THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


1.Definitions.
All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms
in the Loan Agreement.


2.Extension
of Stated Maturity Date. The Loan Agreement is hereby amended by deleting Item 5 of the Schedule and substituting
the following in lieu thereof:


 


5.Termination
Date: This Agreement will terminate on July 31, 2012.


3.Commitment
Fee. The Loan Agreement is hereby amended by deleting clause (b) of Item 8 of the Schedule and substituting the
following in lieu thereof:


 


b.In consideration
of the maintenance of Lender’s commitment hereunder, Borrower will pay to Lender a commitment fee, payable on the dates set
forth below and in the amounts set forth below:


 



    	 



    	 



    



 


	Date	Amount
	January 31, 2012	0.30% of the average daily principal balance of the outstanding revolving loans hereunder during the three-month period ending January 31, 2012
	April 30, 2012	0.30% of the average daily principal balance of the outstanding revolving loans hereunder during the three-month period ending April 30, 2012
	July 31, 2012	0.30% of the average daily principal balance of the outstanding revolving loans hereunder during the three-month period ending July 31, 2012


 


In the event that the Obligations are
repaid in full and Lender’s commitment to make loans hereunder is terminated on or prior to July 31, 2012, then the fee described
above shall be payable on such repayment date in an amount equal to 0.30% of the average daily principal balance of the outstanding
revolving loans hereunder during the period beginning on the first day of the calendar quarter in which such repayment date occurs
and ending on such repayment date (but without giving effect to the repayment of the Obligations on such repayment date) and pro-rated
accordingly for the number of days elapsed through the date of the termination and exclusive of the first date of this Agreement.


 


All of the foregoing fees constitute
compensation to Lender for services rendered and are not interest or a charge for the use of money. Each installment of such fees
shall be fully earned when due and payable and shall not be subject to refund or rebate.


 


4.Ratification
of Loan Documents. Borrower hereby restates, ratifies, and reaffirms each and every term, condition representation and warranty
heretofore made by it under or in connection with the execution and delivery of the Loan Agreement, as amended hereby, and the
other Loan Documents, as fully as though such representations and warranties had been made on the date hereof and with specific
reference to this Agreement and the Loan Documents.


 


5.No
Other Changes. Except as set forth herein, the Loan Agreement shall be and remain in full force and effect as originally written,
and shall constitute the legal, valid, binding and enforceable obligation of Borrower to Lender.


 


6.Costs
and Expenses. In consideration of the accommodations made by Lender hereunder, Borrower agrees to pay to Lender, on demand,
all costs and expenses of Lender in connection with the preparation, execution, delivery and enforcement of this Agreement and
the other Loan Documents and any other transactions contemplated hereby and thereby, including, without limitation, the reasonable
fees and out-of-pocket expenses of legal counsel to Lender. Without limiting anything contained in the Loan Agreement, Borrower
hereby authorizes Lender to charge all of such fees, costs and expenses to Borrower’s loan account as such amounts become
due and payable.


 



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7.No
Default. To induce Lender to enter into this Agreement, Borrower hereby represents and warrants that, as of the date hereof,
and after giving effect to the terms hereof, there exists no Default under the Loan Agreement or any of the other Loan Documents.


 


8.Release. To induce Lender
to enter into this Agreement, Borrower (a) acknowledges and agrees that no right of offset, defense, counterclaim, claim or objection
exists in favor of Borrower against Lender arising out of or with respect to the Loan Agreement, the other Loan Documents, the
Obligations, or any other arrangement or relationship between Lender and Borrower, and (b) releases, acquits, remises and forever
discharges Lender and its affiliates and all of their past, present and future officers, directors, employees, agents, attorneys,
representatives, successors and assigns from any and all claims, demands, actions and causes of action, whether at law or in equity,
whether now accrued or hereafter maturing, and whether known or unknown, which Borrower now or hereafter may have by reason of
any manner, cause or things to and including the date of this Agreement with respect to matters arising out of or with respect
to the Loan Agreement, the other Loan Documents, the Obligations, or any other arrangement or relationship between Lender and Borrower.


 


9.Lender Not Obligated
for Further Amendments. Borrower acknowledges that (a) except as expressly set forth herein, Lender has not agreed to (and
has no obligation whatsoever to discuss, negotiate or agree to) any restructuring, modification, amendment, waiver or forbearance
with respect to the Obligations or any of the terms of the Loan Documents, (b) no understanding with respect to any other restructuring,
modification, amendment, waiver or forbearance with respect to the Obligations or any of the terms of the Loan Documents shall
constitute a legally binding agreement or contract, or have any force or effect whatsoever, unless and until reduced to writing
and signed by authorized representatives of Borrower and Lender, and (c) the execution and delivery of this Agreement has not established
any course of dealing among the parties hereto or created any obligation or agreement of Lender with respect to any future restructuring,
modification, amendment, waiver or forbearance with respect to the Obligations or any of the terms of the Loan Documents.


 


10.Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute
but one and the same instrument.


 


11.Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties
hereto.


 


12.Choice
of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, other than
its laws respecting choice of law.


 


[SIGNATURES
ON FOLLOWING PAGE]


 



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IN
WITNESS WHEREOF, Borrower and Lender have caused this First Amendment to Second Amended and Restated Loan and Security Agreement
to be duly executed as of the date first above written. 


 
 


	 	FULL CIRCLE CAPITAL CORPORATION
	 	 
	 	By: 	/s/ John E. Stuart
	 	 	John E. Stuart, President and Chief
Executive Officer



 


 
 




	 	FCC, LLC, d/b/a FIRST CAPITAL
	 	 
	 	By:	/s/ Lee E. Elmore
	 	 	Lee E. Elmore, Senior Vice President



 



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