Exhibit 10.1


 


FIFTH
AMENDMENT AGREEMENT 


 


AMENDMENT
AGREEMENT (“Amendment”) dated as of May 4, 2016 to the Committed Facility Agreement dated as of December 11,
2013 between BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) and Berwyn Funding LLC (“Customer”). 


 


WHEREAS,
BNPP PB, Inc. and Customer previously entered into a Committed Facility Agreement dated as of December 11, 2013 (as amended from
time to time, the “Agreement”); 


 


WHEREAS,
the parties hereto desire to amend the Agreement as provided herein;


 


NOW
THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:


 


	1.	Amendment
                                         to Facility Termination Events set forth in Section 13 of the Agreement



 


			Subsection (c)(iii) of Section 13 is
                                                                                                                               hereby amended effective as of January 1, 2016 be deleting all of the text following the semi-colon at the end of clause (C)
                                                                                                                               and replacing it with the following proviso:



  


provided,
however, that for purposes of the foregoing clauses (A), (B) and (C) in respect of the Customer only, any prepayments of the
Outstanding Debit Financing (whether voluntary or mandatory and including any prepayments in connection with a reduction of the
Maximum Commitment Financing) will be disregarded and, in any such case, the Net Asset Value of the Customer as of the beginning
of the relevant period will be adjusted to reflect such prepayment and any change in Net Asset Value during the relevant period
will be calculated using such adjusted beginning Net Asset Value amount; 


 


	2.	Amendment
                                         to the Financing Rate set forth in Appendix B of the Agreement



 


		The
section titled “Financing Rate” in Appendix B to the Agreement is hereby amended effective on and after January 2,
2017 by replacing the words “110 bps” wherever it appears under the Customer Debit Rate with the words “135
bps”.



 


	3.	Amendment
                                         to the Commitment Fee set forth in Appendix B of the Agreement



 


			The
section titled “Commitment Fee” in Appendix B to the Agreement is hereby amended effective on and after January 2,
2017 by replacing the words “(c) 55 bps” with the following words:



 


“(c)
85 bps; provided, however, that (c) shall be 65 bps on any day on which the Outstanding Debit Financing is 75% or more of the
Maximum Commitment Financing” 


 


	4.	Representations



  


			Each
party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of
this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date
of this Amendment, in each case, however, except for any representation that refers to a specific date, as to which each party
represents to the other party that such representation is true and accurate as of such specific date and is deemed to be given
or repeated by each party, as the case may be, as of such specific date.



  


	5.	Miscellaneous



  


		(a)	Definitions.
                                         Capitalized terms used in this Amendment and not otherwise defined herein shall have
                                         the meanings specified for such terms in the Agreement.



 






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		(b)	Entire
                                         Agreement. The Agreement as amended and supplemented by this Amendment constitutes
                                         the entire agreement and understanding of the parties with respect to its subject matter
                                         and supersedes all oral communications and prior writings (except as otherwise provided
                                         herein) with respect thereto. Except as expressly set forth herein, the terms and conditions
                                         of the Agreement remain in full force and effect.



 


		(c)	Counterparts.
                                         This Amendment may be executed and delivered in counterparts (including by facsimile
                                         transmission), each of which will be deemed an original.



 


		(d)	Headings.
                                         The headings used in this Amendment are for convenience of reference only and are
                                         not to affect the construction of or to be taken into consideration in interpreting this
                                         Amendment.



 


		(e)	Governing
                                         Law. This Amendment will be governed by and construed in accordance with the laws
                                         of the State of New York (without reference to choice of law doctrine).



 


(Signature
page follows)


 






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IN
WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this
Amendment.


	 	 	 	 	 
	BNP PARIBAS PRIME BROKERAGE, INC.	 	BERWYN FUNDING LLC
	 	 	 
	/s/ Jeffrey Lowe 	 	 	/s/ Gerald F. Stahlecker	 
	Name: Jeffrey Lowe	 	Name: Gerald F. Stahlecker
	Title:   Managing Director	 	Title:  Executive Vice President



	 	 
	/s/ JP Muir	 
	Name: JP Muir
	Title:   Managing Director


 


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