Exhibit 10.1


 


EXECUTION VERSION


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This FIRST AMENDMENT
TO CREDIT AGREEMENT, dated as of November 22, 2019 (this “Amendment Agreement”), is by and among ORCC Financing
IV LLC, as borrower (the “Borrower”), Société Générale, as administrative agent
(in such capacity, the “Administrative Agent”), State Street Bank and Trust Company, as collateral agent, collateral
administrator and collateral custodian (in such capacities, respectively, the “Collateral Agent”, “Collateral
Administrator” and “Custodian”), Cortland Capital Market Services LLC, as document custodian (the
 “Document Custodian”), and the lenders party hereto (the “Lenders”).


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrower,
the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Custodian, the Document Custodian and the Lenders
are parties to that certain Credit Agreement, dated as of August 2, 2019 (the “Existing Credit Agreement” and,
as amended or modified and in effect from time to time, the “Credit Agreement”); and


 


WHEREAS, the parties
to the Existing Credit Agreement wish to amend the Existing Credit Agreement as set forth herein.


 


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


 


ARTICLE I

DEFINITIONS


 


Section
1.1         Defined
Terms. Unless otherwise defined herein, capitalized terms used herein (including in the introductory paragraph and the recitals)
have the meanings assigned to such terms in the Existing Credit Agreement.


 


ARTICLE II

AMENDMENTS


 


Section
2.1         Amendments
to Existing Credit Agreement. The parties to the Existing Credit Agreement agree, effective as of the Effective Date, subject
to the terms and conditions set forth herein and in reliance on the representations, warranties, covenants and agreements contained
herein, that the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner
as the following example: stricken text) and to add the bold and double-underlined
text (indicated textually in the same manner as the following example: bold
and underlined text) as set forth on the pages of the Credit Agreement attached as Appendix A hereto.


 


ARTICLE III 


CONDITIONS PRECEDENT


 


Section
3.1         Conditions
Precedent to Effectiveness. This Amendment Agreement shall become effective as of the date on which the following conditions
have been satisfied (such date, the “Effective Date”):


 






     


     


    

 


(a)   
The Administrative Agent shall have received counterparts of this Amendment Agreement, duly executed and delivered, from
all of the parties hereto.


 


(b)   
The Administrative Agent and the Lenders shall have received a legal opinion of counsel for the Borrower, in form and substance
reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request.


 


Section
3.2         Notice
of Effectiveness. The Administrative Agent shall promptly notify the Borrower in writing upon the occurrence of the Effective
Date.


 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby represents
and warrants to the Administrative Agent and each Lender that:


 


Section
4.1         Amendment
Agreement. (a) The execution, delivery and performance by it of this Amendment Agreement are within its powers and have been
duly authorized by all necessary corporate or limited liability company action, (b) it has received all necessary governmental,
regulatory or other approvals for the execution and delivery of this Amendment Agreement, and the execution, delivery and performance
by it of this Amendment Agreement do not and will not contravene or conflict with any provision of (i) any law or any governmental
rule or regulation applicable to it, except as, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect, (ii) any order, judgment or decree of any court or other agency of government binding on it or its properties,
except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or (iii) any of
its Constituent Documents, (c) the execution, delivery and performance by it of this Amendment Agreement does not conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its material contracts, and
(d) the Amendment Agreement and the Credit Agreement, as amended by this Amendment Agreement, are legally valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability.


 


Section
4.2         Absence
of Default. No Default or Event of Default exists or would result from this Amendment Agreement or the transactions contemplated
hereby.


 


Section
4.3         Representation
and Warranties in Loan Documents Remain True and Correct. The representations and warranties contained in the Existing Credit
Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the Effective Date to
the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate
to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects
on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof.


 






     


     


    

 


ARTICLE V

MISCELLANEOUS


 


Section
5.1         Effect
of Amendment Agreement to Credit Agreement. Except as expressly set forth herein, this Amendment Agreement shall not, by implication
or otherwise, limit, impair, constitute a waiver of or amendment to, or otherwise affect the rights and remedies of the Administrative
Agent or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in any Loan, all of which are ratified and affirmed in all respects and shall continue
in full force and effect, except that, on and after the Effective Date, each reference to the Credit Agreement in the Loan Documents
shall mean and be a reference to the Existing Credit Agreement as amended by this Amendment Agreement. Nothing herein shall be
deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This Amendment Agreement
is a Loan Document executed pursuant to the Existing Credit Agreement and shall be construed, administered and applied in accordance
with the respective terms and provisions thereof.


 


Section
5.2         Default
or Events of Default. Nothing contained in this Amendment Agreement shall be construed or interpreted or is intended as a waiver
of or limitation on any rights, powers, privileges, or remedies that the Administrative Agent or the Lenders have or may have under
the Credit Agreement or any other Loan Document on account of any Default or Event of Default.


 


Section
5.3         No
Novation. Neither this Amendment Agreement nor the amendment of the terms of the Credit Agreement by the terms of this Amendment
Agreements shall extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release
the Lien or priority of any Loan Documents. Nothing herein contained shall be construed as a substitution or novation of the Obligations
outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to
the extent (if any) expressly set forth herein. Nothing expressed or implied in this Amendment Agreement or any other document
contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under any Loan Document from
any of its obligations and liabilities thereunder, except to the extent (if any) expressly set forth herein. Each of the Credit
Agreement and the other Loan Documents shall remain in full force and effect, until and except as modified hereby.


 


Section
5.4         Reaffirmation.
The Borrower as debtor, grantor, pledgor, assignor, or in
other similar capacities in which the Borrower grants liens or security interests in its properties under the Loan Documents
(as modified hereby), hereby ratifies and reaffirms all of its payment and performance obligations
and obligations to indemnify, contingent or otherwise, under each of such documents to which it is a party, and, except to the
extent expressly set forth herein, the Borrower hereby ratifies and reaffirms its grant of liens on or security interests in its
properties pursuant to the Loan Documents as security for the Obligations, and confirms and agrees that, except to the extent (if
any) expressly set forth herein, such liens and security interests hereafter secure all of the Obligations, including, without
limitation, all Obligations hereafter arising or incurred pursuant to or in connection with this Amendment Agreement, the Credit
Agreement or any other Loan Document. The Borrower does not,
and hereby covenant that it will not, contest that the Administrative Agent has and will continue to possess valid and perfected
security interests in, and liens upon, all of the property as set forth in the Loan Documents
(as modified hereby). 


 






     


     


    

 


Section
5.5         Successors
and Assigns. This Amendment Agreement shall be binding upon the parties hereto and their respective successors and permitted
assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lenders and the Administrative
Agent.


 


Section
5.6         No
Representations by Lenders or Administrative Agent. The Borrower hereby acknowledges that, other than as set forth herein,
it has not relied on any representation, written or oral, express or implied, by any Lender or the Administrative Agent in entering
into this Fourth Amendment Agreement.


 


Section
5.7         Headings;
Entire Agreement. The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction
of this Amendment Agreement. This Amendment Agreement contains the entire understanding of the parties with regard to the subject
matter contained herein.


 


Section
5.8         Severability.
If any provision in or obligation of this Amendment Agreement 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.


 


Section
5.9         Counterparts.
This Amendment Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt
by the Borrower and the Administrative Agent of written notification of such execution and authorization of delivery thereof. This
Amendment Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page of this Amendment Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.


 


Section
5.10      APPLICABLE LAW; CONSENT
TO JURISDICTION; WAIVER OF JURY TRIAL. THE PROVISIONS OF SECTIONS 12.8, 12.11 AND 12.15 OF THE CREDIT AGREEMENT ARE HEREBY
INCORPORATED INTO THIS AMENDMENT AGREEMENT BY REFERENCE.


 


Section
5.11      Direction to Collateral
Agent, Collateral Administrator and Custodian. The Borrower, the Administrative Agent, the Calculation Agent and each Lender
constituting 100% of the Lenders hereby request, direct and consent to the Collateral Agent’s, the Collateral Administrator’s
and the Custodian’s execution of this Amendment Agreement. In executing this Amendment Agreement, the Collateral Agent, the
Collateral Administrator and the Custodian shall have the rights, protections, immunities and indemnities granted to them under
the Credit Agreement.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Amendment Agreement to be duly executed and delivered as of the date first above written.


 


 


	 	Borrower:
	 	 
	 	ORCC FINANCING IV LLC,
	 	as Borrower
	 	 
	 	 
	 	By:	         
	 	Name:
	 	Title:


 


[Signature
Page to First Amendment]


 






     


     


    

 


	 	Agents:
	 	 
	 	SOCIÉTÉ GÉNÉRALE,
	 	as Administrative Agent
	 	 
	 	 
	 	By:	                   
	 	Name:
	 	Title:
	 	 
	 	 
	 	STATE STREET BANK AND TRUST COMPANY,
	 	as Collateral Agent, Collateral Administrator and Custodian
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	CORTLAND CAPITAL MARKET SERVICES LLC,
	 	as Document Custodian
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature
Page to First Amendment]


 






     


     


    

 


	 	Lenders:
	 	GREAT AMERICAN INSURANCE COMPANY,
	 	as a Lender
	 	 
	 	 
	 	By:	                   
	 	Name:
	 	Title:
	 	 
	 	 
	 	GREAT AMERICAN LIFE INSURANCE COMPANY,
	 	as a Lender
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	SOCIÈTÈ GÈNÈRALE,
	 	as a Lender 
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature
Page to First Amendment]


 






     


     


    

 


APPENDIX A


 


Amendments to Existing Credit Agreement


 






     


     


    

 





ANNEX A


 


COMMITMENTS


 


Revolving Commitments


 





	Revolving Lenderh	DateRevolving Lender	Revolving Commitment	Percentage Share
	Prior to the First Amendment Effective Date	Société Générale	$225,000,000	90.00%
	 	TIAA, FSB	$0	0.00%
	 	Great American Life Insurance Company	$20,000,000	8.00%
	 	Great American Insurance Company	$5,000,000	2.00%
	Société Générale	 	 
	 	 	 	 
	For the period from the ClosingFirst Amendment Effective Date to but excluding September 2, 2019, $50,000,000December 22, 2019	Société Générale	$175,000,000	10070.00%
	 	TIAA, FSB	$50,000,000	20.00%
	 	Great American Life Insurance Company	$20,000,000	8.00%
	 	 	 
	For the period from September 2, 2019 to but excluding October 2, 2019, $100,000,000	Great American Insurance Company	$5,000,000	2.00%
	 	 	 
	For the period from October 2,December 22, 2019 to but excluding November 2, 2019, $150,000,000January 22, 2020	Société Générale	$225,000,000	75.00%
	 	TIAA, FSB	$50,000,000	16.67%
	 	Great American Life Insurance Company	$20,000,000	6.67%
	 	Great American Insurance Company	$5,000,000	1.67%
	For the period from January 22, 2020 to but excluding February 22, 2020	Société Générale	$275,000,000	78.57%
	 	TIAA, FSB	$50,000,000	14.29%
	 	Great American Life Insurance Company	$20,000,000	5.71%
	 	Great American Insurance Company	$5,000,000	1.43%
	For the period from February 22, 2020 to but excluding March 22, 2020	Société Générale	$325,000,000	81.25%
	 	TIAA, FSB	$50,000,000	12.50%
	 	Great American Life Insurance Company	$20,000,000	5.00%
	 	Great American Insurance Company	$5,000,000	1.25%
	 	 	 
	For the period from November 2, 2019March 22, 2020 to the Stated Maturity, $250,000,000	Société Générale	$375,000,000	83.33%
	 	TIAA, FSB	$50,000,000	11.11%
	 	Great American Life Insurance Company	$20,000,000	4.44%
	 	Great American Insurance Company	$5,000,000	1.11%




 






    Annex A-1


     


    

 





Term Commitments


 


	Term Lender	Term Commitment	Percentage Share
	Société Générale	$0	N/A
	TIAA, FSB	$0	N/A
	Great American Life Insurance Company	$0	N/A
	Great American Insurance Company	$0	N/A



 






    Annex A-2