Exhibit 10.1


 





EXECUTION VERSION







 


AMENDMENT NO. 4 AND LIMITED WAIVER
TO

SENIOR SECURED REVOLVING CREDIT AGREEMENT 


 


This AMENDMENT NO. 4
AND LIMITED WAIVER TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2016, is made
with respect to the Senior Secured Revolving Credit Agreement, dated as of May 8, 2014 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among ALCENTRA CAPITAL CORPORATION, a Maryland corporation
(the “Borrower”), the several banks and other financial institutions or entities from time to time party to
the Credit Agreement as lenders (the “Lenders”), and ING CAPITAL LLC, as administrative agent for the Lenders
under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Credit Agreement, the Lenders have made certain loans and other extensions of credit to the Borrower;


 


WHEREAS, certain Events
of Default have occurred and are continuing under the Credit Agreement as more fully set forth herein; and


 


WHEREAS, the Borrower
has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and waive such Events
of Default and the Lenders signatory hereto and the Administrative Agent have agreed to do so on the terms and subject to the conditions
contained in this Amendment.


 


NOW THEREFORE, in consideration
of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION I AMENDMENTS TO
CREDIT AGREEMENT


 


Effective as of the Amendment
No. 3 Effective Date, and subject to the terms and conditions set forth below, the Credit Agreement is hereby amended as follows:


 


(a)   
Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical
order:


 


“ ‘2020
Notes’ means, in each case as in effect on the Amendment No. 3 Effective Date, the Borrower’s (a) 6.375% Notes
due 2020 in the initial aggregate principal amount of $2,055,000 due February 15, 2020, (b) 6.375% Notes due 2020 in the initial
aggregate principal amount of $1,000,000 due February 15, 2020, (c) 6.375% Notes due 2020 in the initial aggregate principal amount
of $1,050,000 due February 15, 2020, (d) 6.375% Notes due 2020 in the initial aggregate principal amount of $500,000 due March
15, 2020, (e) 6.375% Notes due 2020 in the initial aggregate principal amount of $124,000 due April 15, 2020, (f) 6.25% Notes due
2020 in the initial aggregate principal amount of $17,000,000 due April 15, 2020 and (g) 6.50% Notes due 2020 in the initial aggregate
principal amount of $16,853,000 due April 15, 2020.”




    	 	 	 



     


    

 


(b)  
Section 1.01 of the Credit Agreement is hereby amended by deleting the term “Unsecured Longer-Term Indebtedness”
in its entirety and replacing it with the following defined term in the appropriate alphabetical order (solely for the sake of
convenience in reviewing this Amendment, the language changed in this definition of Unsecured Longer-Term Indebtedness is set forth
in bold italics):


 


“ ‘Unsecured
Longer-Term Indebtedness’ means any Indebtedness for borrowed money of the Borrower that (a) has no amortization, or
mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the Maturity
Date, (b) is incurred pursuant to terms that are substantially comparable to market terms for substantially similar debt of other
similarly situated borrowers as reasonably determined in good faith by the Borrower (other than financial covenants and events
of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this
Agreement or credit agreements generally), which shall be no more restrictive upon the Borrower and the other Obligors, while any
commitments or Loans are outstanding, than those set forth in this Agreement) (it being understood that (i) put rights or repurchase
or redemption obligations arising out of circumstances that would constitute a “fundamental change” (as such term is
customarily defined in convertible note offerings) or be Events of Default under the Revolving Facility shall not violate clauses
(a) or (b) for purposes of this definition and (ii) the “Survivor’s Option” described in the draft Registration
Statement on Form N-2 provided by the Company via email to the Administrative Agent at 7:52 PM ET on January 11, 2015 shall not
violate clauses (a) or (b) for the purposes of this definition), and (c) is not secured by any assets of any Obligor.


 


Notwithstanding
the foregoing, the 2020 Notes shall continue to be deemed Unsecured Longer-Term Indebtedness in all respects despite the fact that
the maturity dates of the 2020 Notes are prior to the Maturity Date so long as the 2020 Notes continue to comply with all other
requirements of this definition; provided, that, with respect to any class, series, issuance or set of notes referred to
in the definition of 2020 Notes, from and after the date that is 9 months prior to the scheduled maturity of such 2020 Notes, such
2020 Notes shall be reclassified as Unsecured Shorter-Term Indebtedness.”


 


(c)   
Section 1.01 of the Credit Agreement is hereby amended by deleting the term “Unsecured Shorter-Term Indebtedness”
in its entirety and replacing it with the following defined term in the appropriate alphabetical order (solely for the sake of
convenience in reviewing this Amendment, the language changed in this definition of Unsecured Shorter-Term Indebtedness is set
forth in bold italics):


 


“ ‘Unsecured Shorter-Term
Indebtedness’ means, collectively, (a) any Indebtedness of the Borrower or any Subsidiary (other than a Financing
Subsidiary) that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term Indebtedness (including,
with respect to any class, series, issuance or set of notes referred to in the definition of 2020 Notes, such 2020 Notes from and
after the date that is 9 months prior to the scheduled maturity of such 2020 Notes) and (b) any Indebtedness of the
Borrower or any Subsidiary (other than a Financing Subsidiary) that is designated as “Unsecured
Shorter-Term Indebtedness” pursuant to Section 6.11(a).”




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(d)  
Section 6.01 of the Credit Agreement is hereby amended by deleting clause (b) in its entirety and replacing it with the
following (solely for the sake of convenience in reviewing this Amendment, the language changed in this clause (b) of Section 6.01
of the Credit Agreement is set forth in bold italics):


 


“(b) (i) Unsecured
Shorter-Term Indebtedness in an aggregate principal amount not to exceed $5,000,000 plus, without duplication, with
respect to any class, series, issuance or set of notes referred to in the definition of 2020 Notes, the outstanding principal amount
of such 2020 Notes from and after the date that is 9 months prior to the maturity date of such 2020 Notes and (ii) Secured
Longer-Term Indebtedness, in each case, so long as (w) no Default exists at the time of the incurrence thereof (or immediately
after the incurrence thereof), (x) prior to and immediately after giving effect to the incurrence thereof, the Borrower is
in pro forma compliance with each of the covenants set forth in Sections 6.07(a), (b), (d) and (e) after giving effect to the incurrence
thereof and on the date of such incurrence the Borrower delivers to the Administrative Agent a certificate of a Financial Officer
to such effect, (y) prior to and immediately after giving effect to the incurrence thereof, the Covered Debt Amount does not
or would not exceed the Borrowing Base then in effect, and (z) on the date the incurrence thereof, the Borrower delivers to
the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (y) after
giving effect to such incurrence. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of
Quoted Investments shall be the most recent quotation available for such Eligible Portfolio Investment and (B) the fair market
value of Unquoted Investments shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower
to the Administrative Agent pursuant to Section 5.01(d) or if an Unquoted Investment is acquired after the delivery of the
Borrowing Base Certificate most recently delivered, then the Value of such Unquoted Investment shall be the lower of the cost of
such Unquoted Investment and the Internal Value of such Unquoted Investment; provided, that the Borrower shall reduce the
Value of any Eligible Portfolio Investment referred to in this sub-clause (B) to the extent necessary to take into account
any events of which the Borrower has knowledge that adversely affect the value of such Eligible Portfolio Investment;”


 


SECTION II LIMITED WAIVER


 


2.1.        
Limited Waiver. Effective as of the date hereof and subject to the terms and conditions set forth in Section 3.1
and in reliance upon the representations and warranties made by the Borrower in Section 3.2, the Administrative Agent and the Lenders
hereby waive, as of the Amendment No. 3 Effective Date, any Default or Event of Default solely to the extent that such Default
or Event of Default resulted from (a) any class, series, issuance or set of 2020 Notes being Unsecured Shorter-Term Indebtedness
at any time on or following the Amendment No. 3 Effective Date, including (i) any Default or Event of Default under Section 6.01(b)
of the Credit Agreement, (ii) the failure of any Borrowing Base Certificate or other certificate delivered by the Borrower to the
Administrative Agent under the Credit Agreement to be true and correct and (iii) any breach of the representations in Sections
3.16 and 4.02(b) of the Credit Agreement made prior to the date hereof and (b) (i) the
taking of any action, or the failure to take any action, when a Default or Event of Default has occurred and is continuing, in
each case, not permitted under the Credit Agreement solely as a result of the occurrence and continuance of a Default or Event
of Default described in the preceding clause (a) or (ii) the failure to give notice of (or other information with respect to) a
Default or Event of Default described in the preceding clause (a). The limited waiver in this Section 2.1 shall be effective only
in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from
the terms and conditions of the Credit Agreement or any other Loan Document, which terms and conditions shall continue in full
force and effect.


 




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SECTION III MISCELLANEOUS


 


3.1.        
 Conditions to Effectiveness of Amendment. This Amendment shall become effective when the Borrower and the Subsidiary
Guarantors have satisfied each of the following conditions precedent (unless a condition shall have been waived in accordance with
Section 9.02 of the Credit Agreement):


 


(a)   
Executed Counterparts. The Administrative Agent shall have received from each party hereto either (1) a counterpart
of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission or electronic mail of a signed signature page to this Amendment) that such party has signed
a counterpart of this Amendment.


 


(b)  
Corporate Documents. The Administrative Agent shall have received (x) signature and incumbency certificates of the
officers of such Person executing the Amendment and the other Loan Documents to which it is a party and (y) resolutions of
the board of directors or similar governing body of each Obligor approving and authorizing the execution, delivery and performance
of this Amendment and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the date
hereof, certified as of the date hereof by its secretary or an assistant secretary as being in full force and effect without modification
or amendment.


 


(c)   
Consents. The Borrower shall have obtained and delivered to the Administrative Agent certified copies of all consents,
approvals, authorizations, registrations, or filings (other than any filing required under the Exchange Act or the rules or regulations
promulgated thereunder, including, without limitation, any filing required on Form 8-K) required to be made or obtained by the
Borrower and all guarantors in connection with this Amendment, such consents, approvals, authorizations, registrations, filings
and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry
by any Governmental Authority regarding the Amendment or any transaction being financed with the proceeds of the Loans shall be
ongoing.


 


(d)  
No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or
regulatory developments pending or threatened in any court or before any arbitrator or Governmental Authority that relates to the
Amendment or that could have a Material Adverse Effect.


 




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(e)   
Fees and Expenses. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and
expenses related to this Amendment and the Credit Agreement owing as of the date hereof.


 


(f)   
Default. After giving effect to this Amendment, including the limited waiver set forth in Section II hereof,
no Default or Event of Default shall have occurred and be continuing under the Credit Agreement, this Amendment or under any Material
Indebtedness immediately before and after giving effect to the Amendment.


 


(g)  
Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent may
reasonably request in form and substance satisfactory to the Administrative Agent.


 


3.2.        
Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents
and warrants to the Administrative Agent and each of the Lenders that, as of the date hereof and after giving effect to this Amendment,
including the limited waiver set forth in Section II hereof:


 


(a)   
 This Amendment has been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantor and constitutes
a legal, valid and binding obligation of the Borrower and the Subsidiary Guarantor enforceable in accordance with its terms. The
Credit Agreement, as amended by the Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable
in accordance with its respective terms.


 


(b)  
The representations and warranties set forth in Article III of the Credit Agreement and the representations and warranties
in each other Loan Document are true and correct in all material respects (other than any representation or warranty already qualified
by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof or as
to any such representations and warranties that refer to a specific date, as of such specific date, with the same effect as though
made on and as of the date hereof.


 


3.3.        
Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment
constitutes the entire contract between and among the parties relating to the subject matter hereof and supersedes any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart
of this Amendment by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.


 


3.4.        
Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable
and documented out-of-pocket costs and expenses incurred in connection with this Amendment, including, without limitation, the
reasonable fees, charges and disbursements of legal counsel to the Administrative Agent.


 


3.5.        
GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


3.6.        
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 




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3.7.        
Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09 and 9.12 of the Credit Agreement
are hereby incorporated by reference mutatis mutandis as if fully set forth herein.


 


3.8.        
Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral
Agent, the Borrower or the Subsidiary Guarantor under the Credit Agreement or any other Loan Document, and, except as expressly
set forth herein, shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Person 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
Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective
only with respect to the provisions amended or waived herein of the Credit Agreement. Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein”
or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment and each reference
in any other Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.


 


3.9.        
Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower
and the Subsidiary Guarantor hereby, as of the date hereof, (i) consents to this Amendment and the transactions contemplated hereby,
(ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii)
confirms its guarantee (solely in the case of the Subsidiary Guarantor) and affirms its obligations under the Guarantee and Security
Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in
the Guarantee and Security Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant is in full force and
effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).


 


3.10.    
Release. Each of the Borrower and the Subsidiary Guarantor hereby acknowledges and agrees that: (a) neither it nor
any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender (or
any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) including, but not limited
to, under the Credit Agreement and the other
Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent, the Collateral
Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors
and their Affiliates under the Credit Agreement and the other Loan Documents (and each other document entered into in connection
therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of the
agreements contained in this Amendment and other good and valuable consideration, each of the Borrower and the Subsidiary Guarantor
(for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively,
the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the
Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees,
attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations,
damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether
known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity,
under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against
any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the date hereof
directly arising out of, connected with or related to this Amendment, the Credit Agreement or any other Loan Document (or any other
document entered into in connection therewith), or any act, event or transaction related or attendant thereto, or the agreements
of the Administrative Agent, the Collateral Agent or any Lender contained therein, or the possession, use, operation or control
of any of the assets of any of the Borrower or the Subsidiary Guarantor, or the making of any Loans or other advances, or the management
of such Loans or advances or the Collateral.


 




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[Signature pages follow]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the day and year first above written.


 


ALCENTRA CAPITAL CORPORATION,

as Borrower


 


 


By:                                                         


Name:


Title:


 


ALCENTRA BDC EQUITY HOLDINGS, LLC,

as Subsidiary Guarantor


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]







 




    	 	 	 



     


    

ING CAPITAL LLC, as Administrative Agent and as a Lender


 


 


By:                                                        


Name:


Title:


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]









    	 	 	 



     


    

STATE STREET BANK AND TRUST COMPANY, as Lender


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]









    	 	 	 



     


    

EVERBANK COMMERCIAL FINANCE, INC., as Lender


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]









    	 	 	 



     


    

ALOSTAR BANK OF COMMERCE, as Lender


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]









    	 	 	 



     


    

STIFEL BANK & TRUST, as Lender


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]









    	 	 	 



     


    

RAYMOND JAMES BANK, N.A., as Lender


 


 


By:                                                        


Name:


Title:


 


 





[Signature Page to Amendment No. 4 and Limited
Waiver to Senior Secured Revolving Credit Agreement]