EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO 

THIRD AMENDED AND RESTATED REVOLVING CREDIT
AND SECURITY AGREEMENT 
 THIS SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT,
dated as of November 9, 2017 (the “Amendment”), is made pursuant to that certain Third Amended and Restated Revolving Credit and Security Agreement dated as of May 22, 2015 (as amended, restated, modified or supplemented
from time to time, the “Agreement”), by and among PENNANTPARK FLOATING RATE FUNDING I, LLC, a Delaware limited liability company, as borrower (together with
its permitted successors and assigns, the “Borrower”); PENNANTPARK INVESTMENT ADVISERS, LLC, a Delaware limited liability company, as the collateral manager (together with
its permitted successors and assigns, the “Collateral Manager”); the LENDERS from time to time party thereto; SUNTRUST BANK (“SunTrust Bank”), as
administrative agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as collateral agent
for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. BANK NATIONAL ASSOCIATION, as custodian (in such capacity, together with
its successors and assigns, the “Custodian”); U.S. BANK NATIONAL ASSOCIATION, as collateral administrator (in such capacity, together with its successors and assigns, the
“Collateral Administrator”); and U.S. BANK NATIONAL ASSOCIATION, as backup collateral manager (in such capacity, together with its successors and assigns, the “Backup Collateral
Manager”). 
 W I T N E S S
E T H : 
 WHEREAS, the Borrower, the Collateral Manager, the Lenders, the
Collateral Agent, the Backup Collateral Manager, the Custodian, the Collateral Administrator and the Administrative Agent have previously entered into and are currently party to the Agreement; 

WHEREAS, the Borrower has requested that the Lenders extend the Reinvestment Period and make certain other amendments to the
Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment. 
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 

Section 1. Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this
Amendment shall have the meanings assigned in the Agreement. 
 Section 2. Amendments.  

2.1. The defined terms “Interest Rate,” Lender Fee Letter”, “Single Covenant Obligation” and
“Reinvestment Period” appearing in Section 1.01 of the Agreement shall be amended and restated in its entirety and as so amended and restated shall read as follows: 







 “Interest Rate” means, for any Interest Accrual Period and for
each Advance outstanding by a Lender for each day during such Interest Accrual Period: 
 (a) a rate equal to the Alternative
Rate plus the Applicable Margin; and 
 (b) with respect to any Swingline Advance, a rate equal to the Base Rate
plus the Applicable Margin minus 1.00% per annum. 
 “Lender Fee Letter” means, collectively,
(i) that certain Seventh Amended and Restated Lender Fee Letter, dated as of the Second Amendment Effective Date, by and among the Lenders, the Borrower and the Administrative Agent, as the same may be amended or amended and restated from time
to time, and (ii) any upfront fee letters entered into by and among any Lender and the Borrower. 
 “Single
Covenant Obligation” means a loan, debt obligation or Participation Interest (for purposes of this definition, a “loan”) that: 

(i) is not a Covenant Lite Loan, 

(ii) does not require the Obligor to comply with at least two of the following financial covenants during each reporting period
applicable to such Collateral Loan, whether or not any action by, or event relating to, the Obligor has occurred: maximum leverage, maximum senior leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net worth, minimum debt
service coverage, minimum interest coverage, maximum capital expenditures, minimum EBITDA, or other customary financial covenants; and 

(iii) either, at the time of acquisition of such loan: (a) is an Eligible First Lien Obligation, or (b)(x) has an Obligor
with a trailing twelve month EBITDA of at least the Dollar Equivalent of $40,000,000, (y) has a rating of at least “B-” from S&P and “B3” from Moody’s, and (z) is an Eligible
Second Lien Obligation. 
 “Reinvestment Period” means the period from and including the Closing Date to and
including the earlier of (a) November 9, 2020 (or such later date as may be agreed by the Borrower and each of the Lenders and notified in writing to the Agents) or (b) the date of the termination of the Commitments pursuant to
Section 6.01. 

  
 -2- 








 2.2. Clause (p) of the defined term “Collateral Loan” appearing in
Section 1.01 of the Agreement is hereby amended and restated in its entirety and as so amended and restated shall read as follows: 

(p) has an Obligor with a trailing twelve-month EBITDA of at least the Dollar
Equivalent of $7,500,000; 
 2.3. The following clauses appearing in the defined term “Concentration Limit” appearing in
Section 1.01 of the Agreement are hereby amended and restated in their entirety and as so amended and restated shall read as follows: 

(u) not more than 17.5% consists of Collateral Loans that have an Obligor with a trailing
twelve-month EBITDA of less than the Dollar Equivalent of $15,000,000; 
 (y) not
more than 10.0% consists of Eligible Covenant Lite Loans; 
 2.4. Section 1.01 of the Agreement shall be further amended by deleting any and
all references to the defined term “CP Rate”. 
 2.5. Section 1.01 of the Agreement shall be further amended by inserting
the following defined term in alphabetical order, such defined term to read as follows: 
 “Second Amendment
Effective Date” means November 9, 2017. 
 2.6. Section 15.19(c) of the Agreement is hereby amended by adding the following
sentence at the end thereof: 
 For the avoidance of doubt, Mountcliff Funding LLC (“Mountcliff”) shall be the related CP
Conduit for Société Générale (“SG”) with respect to Syndicated Advances denominated in Dollars. Mountcliff’s making, funding or maintaining any such Dollar-denominated Syndicated
Advance shall satisfy SG’s Commitment to make, fund or maintain such Syndicated Advance, and SG’s unfunded Commitment shall be reduced by the principal amount of Mountcliff’s Syndicated Advances. Notwithstanding the
otherwise-applicable restrictions on assignment set forth in Section 15.06(a), without the consent of any Person other than SG and Mountcliff and without delivering an Assignment and Acceptance or any new or additional tax forms, (i) SG
may, with the consent of Mountcliff, at any time assign to 

  
 -3- 








 
Mountcliff all or any portion of SG’s Dollar-denominated Syndicated Advances, together with SG’s rights (including, without limitation, the right to receive payments of principal and
interest thereon) and obligations with respect thereto, and (ii) Mountcliff may, with the consent of SG or pursuant to any purchase commitment made by SG to Mountcliff, at any time assign to SG all or any portion of Mountcliff’s
Dollar-denominated Syndicated Advances, together with Mountcliff’s rights (including, without limitation, the right to receive payments of principal and interest thereon) and obligations with respect thereto. Promptly following any such
assignment by SG to Mountcliff or by Mountcliff to SG, as the case may be, SG shall notify the Administrative Agent of such assignment and principal amount of Syndicated Advances so assigned, and the Administrative Agent shall record such assignment
in the Register pursuant to Section 15.06(d). 
 2.7. Schedule 1 to the Agreement shall be amended and restated in its entirety and as
so amended and restated shall read as set forth on Exhibit A attached hereto. 
 2.8. Schedule 6 to the Agreement shall be amended and
restated in its entirety and as so amended and restated shall read as set forth on Exhibit B attached hereto. 

Section 3. Assignment. Société Générale (“SG”) and Mountcliff
Funding LLC (“Mountcliff”) hereby notify the other parties hereto that on the date hereof, SG assigned to Mountcliff, and Mountcliff assumed from SG, 100% of SG’s outstanding Dollar-denominated Syndicated Advances with an
aggregate principal amount of $12,020,000.01 as contemplated by Section 15.19(c) of the Agreement (as amended hereby). The parties hereto acknowledge and consent to such assignment, and any requirement of prior notice of, or an Assignment
and Acceptance for, such assignment are hereby waived solely with respect to such assignment and on a one-time basis. The Administrative Agent shall record such assignment in the Register pursuant to
Section 15.06(d) of the Agreement 
 Section 4. Conditions Precedent. The effectiveness of this
Amendment is subject to the satisfaction of all of the following conditions precedent: 
 4.1. The Administrative Agent, the
Borrower, the Collateral Manager, and the Lenders shall have executed and delivered this Amendment. 
 4.2. The
Administrative Agent and each Lender shall have received all fees due and payable under the Seventh Amended and Restated Lender Fee Letter dated as of Second Amendment Effective Date, by and among the Administrative Agent, each Lender and the
Borrower, and any other fees due and payable to the Administrative Agent or its affiliates. 

  
 -4- 








 4.3. The Administrative Agent shall have received an opinion from Borrower’s
counsel in form and substance satisfactory to the Administrative Agent. 
 4.4. Legal matters incident to the execution and
delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel. 
 Section 5.
Representations of the Borrower and Collateral Manager. Each of Borrower and Collateral Manager hereby represent and warrant to the parties hereto that as of the date hereof (a) each of their respective representations and warranties
contained in Article IV of the Agreement and any other Facility Documents to which it is a party are true and correct in all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such
representations and warranties relate solely to an earlier date, and then are true and correct as of such earlier date) and (b) no Default or Event of Default has occurred and is continuing under the Agreement. 

Section 6. Agreement in Full Force and Effect. Except as specifically amended herein, the Agreement shall
continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or
communication issued or made pursuant to or with respect to the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On
and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. 

Section 7. Execution in Counterparts. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe Portable Document Format File (also known as
an “PDF” file) shall be effective as delivery of a manually executed counterpart hereof. 

Section 8 Governing Law. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 

  
 -5- 








 IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment to Third Amended and Restated Revolving Credit and Security Agreement to be executed and delivered by their duly authorized officers as of the date hereof. 

 

			
	“BORROWER” AND “COLLATERAL MANAGER”
	
	 PENNANTPARK FLOATING RATE FUNDING I, LLC,

as Borrower

		
	By:	 	PENNANTPARK FLOATING RATE CAPITAL LTD., its Designated Manager


  

			
		
	By:	 	/s/ Arthur Penn
		 	Name: Arthur Penn
		 	Title: CEO
	
	PENNANTPARK INVESTMENT ADVISERS, LLC, as Collateral Manager
		
	By:	 	/s/ Arthur Penn
		 	Name: Arthur Penn
		 	Title: CEO


 [Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security
Agreement] 







 
			
	“ADMINISTRATIVE AGENT” AND “REQUIRED LENDER”
	
	SUNTRUST BANK, as Administrative Agent
		
	By:	 	/s/ Pawan Churiwal
		 	Name: Pawan Churiwal
		 	Title: Vice President
	
	SUNTRUST BANK, as Lender
		
	By:	 	/s/ Emily Shields
		 	Name: Emily Shields
		 	Title: First Vice President


 [Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security
Agreement] 







 
			
	“LENDERS”
	
	GOLDMAN SACHS BANK USA, as Lender
		
	By:	 	/s/ Ryan Durkin
		 	Name: Ryan Durkin
		 	Title: Authorized Signatory


  

			
	MORGAN STANLEY BANK, N.A., as Lender
		
	By:	 	/s/ Michael King
		 	Name: Michael King
		 	Title: Authorized Signatory


  

			
	CAPITAL ONE, N.A., as Lender
		
	By:	 	/s/ Young Son
		 	Name: Young Son
		 	Title: Director


  

			
	CITY NATIONAL BANK, as Lender
		
	By:	 	/s/ Jeffrey Feinberg
		 	Name: Jeffrey Feinberg
		 	Title: Senior Vice President


  

			
	COMERICA BANK, as Lender
		
	By:	 	/s/ Timothy O’Rourke
		 	Name: Timothy O’Rourke
		 	Title: Vice President


  

			
	BANK OF NEW YORK MELLON, as Lender
		
	By:	 	/s/ James L. Behrmann
		 	Name: James L. Behrmann
		 	Title: Managing Director


 [Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security
Agreement] 







 
			
	SOCIÉTÉ GÉNÉRALE, as Lender
		
	By:	 	/s/ Julien Thinat
		 	Name: Julien Thinat
		 	Title: Authorized Signatory


  

			
	MOUNTCLIFF FUNDING LLC, as a related CP Conduit
		
	By:	 	/s/ Josh Borg
		 	Name: Josh Borg
		 	Title: Authorized Signatory


 [Signature Page to Second Amendment to Third Amended and Restated Revolving Credit and Security
Agreement] 







 EXHIBIT A 

TO 

SECOND AMENDMENT TO 

THIRD AMENDED AND RESTATED REVOLVING CREDIT
AND SECURITY AGREEMENT 
 SCHEDULE 1 

COMMITMENTS AND PERCENTAGES 

 

													
	LENDER	  	RELATED CP CONDUIT
(DOLLAR SYNDICATED
ADVANCES)	 	  	COMMITMENT	 	  	PERCENTAGE	 
	 SunTrust Bank
	  				  	$	200,000,000.00	 	  	 	52.63157894	% 
	 Goldman Sachs Bank USA
	  				  	$	15,000,000.00	 	  	 	3.94736842	% 
	 Morgan Stanley Bank, N.A.
	  				  	$	10,000,000.00	 	  	 	2.63157895	% 
	 Capital One, N.A.
	  				  	$	75,000,000.00	 	  	 	19.73684211	% 
	 City National Bank
	  				  	$	25,000,000.00	 	  	 	6.5789474	% 
	 Comerica Bank
	  				  	$	20,000,000.00	 	  	 	5.26315789	% 
	 Bank of New York Mellon
	  				  	$	10,000,000.00	 	  	 	2.63157895	% 
	 Société Générale
	  	 	Mountcliff Funding LLC	 	  	$	25,000,000.00	 	  	 	6.5789474	% 
	 FACILITY AMOUNT
	  				  	$	380,000,000.00	 	  	 	100.0000000	% 
		  				  	  
	  
	 	  	  
	  
	 








 EXHIBIT B 

TO 

SECOND AMENDMENT TO 

THIRD AMENDED AND RESTATED REVOLVING CREDIT
AND SECURITY AGREEMENT 
 SCHEDULE 6 

NOTICE INFORMATION 
  

			
	If to the Administrative Agent:	  	SunTrust Bank
303 Peachtree St., NE, 24th Floor 
Atlanta, GA 30341
Attention: Michael Peden
Telephone No.: 404.813.5006
Facsimile No.:
404.813.0000
Email: Michael.Peden@SunTrust.com
		
	SunTrust Bank:	  	 If for Notices of Borrowing or Paydown Notices:
  

SunTrust Bank
 303 Peachtree Street, NE, 24th Floor
Atlanta, GA
30308
Email: Three.Pillars@SunTrust.com
 Attention: ASG Funding

Telephone: (404) 658-4568

Facsimile: (404) 495-2171
  

With a copy to:
  

SunTrust Bank
303 Peachtree Street NE
24th Floor, MC 3950
Atlanta, Georgia 30308

Email: TPFC.AssetManagement@SunTrust.com
 Attention: ASG Portfolio
Management
Telephone: (404) 813-5006
Facsimile: (404) 813-0000










			
		  	 If for reporting or compliance submissions:
  

SunTrust Bank
303 Peachtree Street, NE
24th Floor
Atlanta, GA 30308

Email: TPFC.AssetManagement@SunTrust.com
 Phone: (404) 813-5006
 Facsimile: (404) 813-0000

Primary Contact: Michael Peden
 Secondary Contact: Charles
Gentles

		
	Goldman Sachs Bank USA	  	 200 West Street
 New York, New York 10282

Attention: Shakhi Majumdar

E-mail: shakhi.majumdar@gs.com

Telephone No: (917) 343-4050

		
	Morgan Stanley Bank, N.A.:	  	 Initial Funding, Closing and Upfront Fee Notices:
  

1 New York Plaza
 New York, New York 10004

Attention: John Leidner

E-mail: primarydocs@morganstanley.com

Facsimile No.: (718) 233-2132

Telephone No: (917) 260-5332

		
		  	 Borrowing Notices:
  

1300 Thames Street
 Thames Street Wharf, 4th Floor

Baltimore, Maryland 21231
 Attention: Morgan Stanley Loan
Servicing
 Facsimile No.: (718) 233-2140

Telephone No: (443) 627-4355










			
		  	 Documentation and Servicing Notices:
  

1300 Thames Street
 Thames Street Wharf, 4th Floor

Baltimore, Maryland 21231
 Attention: Steve Delany

E-mail: doc4specportfolio@morganstanley.com

Facsimile No.: (212) 404-9645

Telephone No: (443) 627-4326
  

With a copy to:
  

1585 Broadway Avenue, 2nd Floor
 New York, New York 10036

Attention: Kelly Chin

E-mail: kelly.chin@morganstanley.com

Facsimile No.: (646) 290-2831

Telephone No: (212) 761-7319

		
		  	 Legal Notices:
  

1221 Avenue of the Americas, 34th Floor
 New York, New York
10020
 Attention: Legal and Compliance Division
 Facsimile No.:
(646) 202-9232

		
	Capital One, N.A.:	  	 Capital One, N.A.
 90 Park Avenue, 6th Floor
 New York, New York 10016

Attention: Matt Tallo
 Telephone No.: (212) 834.1619

Facsimile No.: (212) 834.1747
 Email:
matt.tallo@capitalone.com

		
	With a copy to:	  	 Capital One, N.A.
 4445 Willard Avenue, 6F

Chevy Chase, Maryland 20815
 Attention: Bridget Rainero

Telephone No.: (301) 280-2592

Facsimile No.: (301) 280-0296

Email: bridget.rainero@capitalone.com










			
	City National Bank:	  	 City National Bank
 400 Park Avenue

New York, New York
 Attention: Jeff Feinberg

Telephone No.: (917) 322-0634

Email: jeff.feinberg@cnb.com

		
	Comerica	  	 Comerica Bank
 U.S. Banking - East Group

Oaktec Office Center
 3551 Hamlin Road - MC 2397

Auburn Hills, Michigan 48326
 Attention:    Timothy
O’Rourke
                     Vice
President & Alternate Group Manager
 Telephone No.: (248) 371-6351

Facsimile No.: (248) 371-6251

Email: thorourke@comerica.com

		
	Bank of New York Mellon	  	 The Bank of New York Mellon
 6023 Airport
Road
 Oriskany, New York 13424
 Attention: Tina Aney

Telephone No.: (315) 765-4261

Email: CBLA3@bnymellon.com

		
	Société Générale	  	 Société Générale

245 Park Avenue
 New York, New York 10167

Attention: Julien Thinat / Anne-Cecile Gobert
 Telephone No.: +1
212 278 7598/ +1 212 278 6874
 Email: amer-glfi-pennant-park-private@sgcib.com

		
	Mountcliff Funding LLC	  	 Mountcliff Funding LLC
 c/o Deutsche Bank Trust
Company Americas
 60 Wall Street – 16th Floor
 Mail Stop
NYC60-1625
 New York, New York 10005
 Attention: Commercial
Paper – Mountcliff/20 Gates
 Facsimile No.: (212) 553-2463

Email: abcp.admin@db.com










			
	With a copy to:	  	 20 Gates Management LLC
 30 Irving Place, 2nd
Floor
 New York, New York 10003
 Attention: Josh Borg

Telephone No.: (212) 295-3784

Facsimile No.: (212) 295-3785

Email: jborg@20gates.com and mountcliff@20gates.com

		
	If to the Collateral Agent, the Collateral Administrator or the Securities Intermediary:	  	 U.S. Bank National Association
 Corporate Trust
Services – CDO Unit
 One Federal Street, Third Floor

Boston, Massachusetts
 Attention: Jennifer Vlasuk

Ref: PennantPark Floating Rate Funding I, LLC
 Facsimile No.: (866)-350-2904
 Telephone No: (617)-603-6461
 E-mail: jennifer.vlasuk@usbank.com

		
	If to the Custodian:	  	 U.S. Bank National Association
 1719 Range
Way
 Florence, South Carolina 29501
 Mail Code: Ex - SC - FLOR
 Ref: PennantPark Floating Rate Funding I, LLC

Attention: Steven Garrett

E-mail: steven.garrett@usbank.com

Facsimile No.: (843)-673-0162

Telephone No: (843)-676-8901

		
	If to the Backup Collateral Manager:	  	 U.S. Bank National Association
 Corporate Trust
Services
 Backup Servicing/PennantPark Floating Rate Funding
 EP-MN-WS3D
 60 Livingston Avenue

St. Paul, MN 55107
 Attention: Deborah Jones Franco

Facsimile: (651)-495-8090

Telephone No.: (651)-495-3413

E-mail: Deborah.Franco@USBank.com










			
	If to the Borrower:	  	 PennantPark Floating Rate Funding I, LLC
c/o PennantPark Investment Advisers, LLC
590 Madison Avenue, 15th Floor
 New York, NY 10022

Attention: Arthur Penn
Telephone No.: (212) 905-1010
Facsimile No.: (212) 905-1075
 Email: Penn@pennantpark.com

 
 and:
  

Attention: Aviv Efrat
 Phone: (212)
905-1001
 Facsimile No.: (212) 905-1075

Email: Efrat@pennantpark.com

		
	If to the Collateral Manager:	  	 PennantPark Investment Advisers, LLC
590 Madison Avenue, 15th Floor

New York, NY 10022
 Attention: Arthur Penn
Telephone No.: (212)
905-1010
Facsimile No.: (212) 905-1075
Email: Penn@pennantpark.com

 
 and:
  

Attention: Sal Giannetti III
 Phone: (212) 905-1050
 Facsimile No.: (212) 905-1075

Email: Giannetti@pennantpark.com