Exhibit 10.1


 


FOURTH AMENDMENT

TO CREDIT AND GUARANTY AGREEMENT





 


THIS FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of February 22, 2022 and is entered into by and among,
on the one hand, the lenders identified on the signature pages hereof (the “Lenders”) which Lenders constitutes the
Required Lenders under the Credit Agreement, Cortland Capital Market Services LLC, as the administrative agent for the Lenders (in such
capacity, together with its successors and permitted assigns in such capacity, “Administrative Agent”) and as the collateral
agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Collateral
Agent” and, together with the Administrative Agent, the “Agents”), and, on the other hand, Lument Finance
Trust, Inc. (formerly known as Hunt Companies Finance Trust, Inc.), a Maryland corporation (“Borrower”), and is made
with reference to that certain Credit and Guaranty Agreement, dated January 15, 2019 (as amended by that certain First Amendment to Credit
and Guaranty Agreement, dated as of February 13, 2019, by that certain Second Amendment to Credit and Guaranty Agreement, dated as of
July 9, 2020, by that certain Third Amendment to Credit and Guaranty Agreement dated as of April 21, 2021, by that certain letter agreement
related thereto dated May 5, 2021 and by that certain Amended and Restated Third Amendment to Credit and Guaranty Agreement, dated as
of August 23, 2021 and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof,
the “Credit Agreement”), by and among the Borrower, the Guarantors, the lenders and the other persons party thereto.
Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving
effect to this Amendment (the “Amended Agreement”).


 


RECITALS


 


WHEREAS, pursuant to
Section 11.2 of the Credit Agreement, the Borrower, the Administrative Agent and the Lenders party hereto, which constitute the
Required Lenders, wish to amend the Credit Agreement on the terms and subject to the conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


SECTION
I.                     AMENDMENT TO CREDIT AGREEMENT


 


Section 6.12(c) of
the Credit Agreement is amended and restated in its entirety as follows:


 


“(c) Maximum
Total Net Leverage Ratio. Permit the Total Net Leverage Ratio on the last day of each Test Period ending after the Fourth
Amendment Effective Date, to exceed 6.00:1.00; provided that, after any equity offering of the Borrower (other than the
Borrower’s common equity rights offering consummated on or around February 11, 2022), the Total Net Leverage Ratio shall step
down to a ratio no greater than 120% of the ratio immediately after the Capital Event, with a floor of 4.50:1.00.”


 






     


     


    

 


SECTION
II.                    CONDITIONS TO EFFECTIVENESS


 


This Amendment shall become
effective as of the date hereof upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the “Fourth Amendment Effective Date”):


 


A.         
Executed Counterparts. The Agents shall have received this Amendment, duly executed and delivered by each party thereto;


 


B.           Fees and Expenses. The Borrower shall have paid to each Lender an amendment fee in the amount of 0.25% of the outstanding
principal amount of such Lender’s Loans on the Fourth Amendment Effective Date and the Borrower shall have paid all Lender Group
Expenses, including payment of any reasonable legal fees for counsel to Lenders and the Administrative Agent, incurred in connection with
the transactions evidenced by this Amendment for which the Borrower received an invoice at least one (1) Business Day prior to the Fourth
Amendment Effective Date;


 


C.         
Representations and Warranties. The representations and warranties of the Borrower contained in the Loan Documents shall
be true and correct on the Fourth Amendment Effective Date in all material respects (except that such materiality qualifier shall not
be applicable to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality)
on and as of the Fourth Amendment Effective Date as though made on and as of such date (except to the extent that such representations
and warranties solely relate to an earlier date); and


 


D.         
No Event of Default or Default. No Event of Default or Default shall have occurred and be continuing on the Fourth Amendment
Effective Date, nor shall either result from the effectiveness of this Amendment on the Fourth Amendment Effective Date, or the consummation
of the other transactions contemplated by this Amendment.


 


SECTION
III.                 
REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby represents
and warrants to the Administrative Agent, the Collateral Agent and the Lenders that all of the representations and warranties of the Borrowers
set forth in each of the Amended Agreement and the other Loan Documents are true and correct in all material respects (or in all respects
to the extent such representation or warranty is limited by materiality except that such materiality qualifier shall not be applicable
to any representation or warranty to the extent that such representation or warranty is qualified or modified by materiality) as of the
Fourth Amendment Effective Date (except to the extent that such representations and warranties solely relate to an earlier date).


 


SECTION
IV.                 
MISCELLANEOUS


 


A.         
Reference to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)     
This Amendment shall constitute a Loan Document for purposes of each of the Credit Agreement, this Amendment and the other Loan
Documents and on and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.


 


(ii)     
Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.


 






    2


     


    

 


(iii)    
The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of the Administrative Agent, the Collateral Agent, the Lenders or any other secured party under the Credit
Agreement or any of the other Loan Documents.


 


B.          
Reaffirmation.


 


(i)     
The Borrower hereby (a) agrees that, notwithstanding the occurrence of the Fourth Amendment Effective Date, each of the guarantees,
the Security Agreement and each of the Negative Pledge Agreement and the Borrower DACA continue to be in full force and effect and are
not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security
interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that
such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement
and the other Loan Documents.


 


(ii)     
The Guarantors hereby (a) agree that, notwithstanding the occurrence of the Fourth Amendment Effective Date, each of the guarantees,
the Security Agreement and each of the Negative Pledge Agreement and the Mezz DACAs continue to be in full force and effect and are not
impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security interest
in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee
and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement and the other Loan
Documents.


 


C.         
Headings. Section headings used in this Amendment are for convenience of reference only and are not to affect the construction
hereof or to be taken in consideration in the interpretation hereof.


 


D.         
GOVERNING LAW. EXCEPT AS SPECIFICALLY SET FORTH IN ANY OTHER LOAN DOCUMENT: (A) THIS AMENDMENT SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF NEW YORK; AND (B) THE VALIDITY OF THIS AMENDMENT, AND THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF
AND THEREOF, AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.


 






    3


     


    

 


E.         
JURISDICTION AND VENUE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO AGREE THAT ALL ACTIONS, SUITS, OR PROCEEDINGS
ARISING BETWEEN ANY MEMBER OF THE LENDER GROUP OR THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH THIS AMENDMENT SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED HOWEVER THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT AT ANY AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE
ANY AGENT ELECTS TO BRING SUCH ACTION TO THE EXTENT SUCH COURTS HAVE IN PERSONAM JURISDICTION OVER THE RELEVANT OBLIGOR OR IN REM JURISDICTION
OVER SUCH COLLATERAL OR OTHER PROPERTY. THE BORROWER AND ITS SUBSIDIARIES AND EACH MEMBER OF THE LENDER GROUP, TO THE EXTENT THEY MAY
LEGALLY DO SO, HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION AND STIPULATE THAT THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER SUCH PERSON FOR THE PURPOSE OF LITIGATING ANY SUCH DISPUTE,
CONTROVERSY, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AMENDMENT. TO THE EXTENT PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT
FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST BORROWER OR ANY MEMBER OF THE LENDER GROUP MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED ON EXHIBIT 11.3 ATTACHED TO THE AMENDED AGREEMENT.


 


F.         
WAIVER OF TRIAL BY JURY. THE BORROWER AND ITS SUBSIDIARIES AND EACH MEMBER OF THE LENDER GROUP, TO THE EXTENT THEY MAY
LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING
UNDER OR WITH RESPECT TO THIS AMENDMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO
WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE BORROWER AND ITS SUBSIDIARIES
AND EACH MEMBER OF THE LENDER GROUP HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED
BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.


 






    4


     


    

 


G.         
Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


H.         
Counterparts; Electronic Execution.


 


(i)     
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Amendment or any document or instrument delivered in connection herewith by facsimile transmission or electronic image scan transmission
(e.g., PDF) shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument,
as applicable.


 


(ii)    
The words “execution,” “signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


 


[Remainder of Page Intentionally Blank; Signature
Pages Follow]


 






    5


     


    

 


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


 


		LUMENT FINANCE TRUST, INC., a Maryland corporation, as Borrower
	 	 	 
	 	By:	/s/ James A. Briggs
	 	Name: James A. Briggs
	 	Title: Chief Financial Officer



 





		FIVE OAKS ACQUISITION CORP., a Delaware corporation, as Guarantor
	 	 	 
	 	By:	/s/ James A. Briggs
	 	Name: James A. Briggs
	 	Title: Chief Financial Officer


 


		LUMENT CMT EQUITY, LLC, a Delaware limited liability
company, as Guarantor
	 	 	 
	 	By:	/s/ James A. Briggs
	 	Name: James A. Briggs
	 	Title: Chief Financial Officer


 


Fourth Amendment Signature Page


 






    S-1 


     


    

 





		CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral
         Agent
	 	 	 
	 	By:	 /s/ Matthew Trybula
	 	Name:  Matthew Trybula
	 	Title: Associate Counsel 


 


Fourth Amendment Signature Page


 






    S-2 


     


    

 


	 	LENDERS:
	 	 
	 	JPMORGAN GLOBAL BOND OPPORTUNITIES FUND
	 	 	 
	 	By:	J.P. Morgan Investment Management
	 	 	Inc., its Investor Advisor
	 	 
	 	By:	/s/ Kent R. Weber
	 	Name: Kent R. Weber
	 	Title: Managing Director



 


	 	JPMORGAN INCOME FUND
	 	 	 
	 	By:	J.P. Morgan Investment Management
	 	 	Inc., its Investor Advisor
	 	 
	 	By:	/s/ Kent R. Weber
	 	Name: Kent R. Weber
	 	Title: Managing Director


 





	 	JPMORGAN CORE PLUS BOND FUND
	 	 	 
	 	By:	J.P. Morgan Investment Management
	 	 	Inc., its Investor Advisor
	 	 
	 	By:	/s/ Kent R. Weber
	 	Name: Kent R. Weber
	 	Title: Managing Director





 








	 	COMMINGLED PENSION TRUST FUND (CORE PLUS BOND) OF JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	J.P. Morgan Investment Management
	 	 	Inc., its Investor Advisor
	 	 
	 	By:	/s/ Kent R. Weber
	 	Name: Kent R. Weber
	 	Title: Managing Director





 


Fourth Amendment Signature Page


 






    S-3 


     


    

 


	 	VARIABLE PORTFOLIO - PARTNERS CORE BOND FUND, A SERIES OF COLUMBIA FUNDS VARIABLE SERIES
    TRUST II
	 	 	 
	 	By:	J.P. Morgan Investment Management
	 	 	Inc., its Investor Advisor
	 	 
	 	By:	/s/ Kent R. Weber
	 	Name: Kent R. Weber
	 	Title: Managing Director





 


Fourth Amendment Signature Page


 






    S-4