Exhibit 10.1


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (the “Agreement”) dated as of September 12, 2014, is by and among SANTANDER BANK, N.A. (formerly
known as Sovereign Bank, N.A.) as agent for the Lenders hereunder (in such capacity, together with its successors in such capacity,
the “Agent”), each of the lenders that is a party or signatory hereto and identified under the caption “LENDERS”
on the signature pages hereto or that shall become a “Lender” thereunder (individually, a “Lender”
and, collectively, the “Lenders”), and FULL CIRCLE CAPITAL CORPORATION, a Maryland corporation having an office
at 102 Greenwich Avenue, 2nd Floor, Greenwich, CT 06830 (the “Borrower”).


 


WITNESSETH:


 


WHEREAS, the Agent,
the Lenders and the Borrower entered into a certain Credit Agreement dated June 3, 2013, as previously amended (collectively, the
“Credit Agreement”), pursuant to which the Lenders agreed to extend certain credit and make certain loans to
the Borrower; and


 


WHEREAS, the Borrower
has requested the Agent and the Lenders, and the Agent and the Lenders have agreed, to make certain amendments to the Credit Agreement,
all as more fully described herein.


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.                 
Defined Terms. Except as otherwise indicated herein, all words and terms defined in the Credit Agreement shall have
the same meanings when used herein.


 


2.                 
Amendments to Credit Agreement and other Loan Documents.


 


(a)               
The definitions “Eligible Loan Receivable” and “Security Value of Eligible Loans Receivable”
appearing in Section 1.1 of the Credit Agreement are hereby renamed, respectively, “Eligible Asset Based Loan Receivable”
and “Security Value of Eligible Asset Based Loans Receivable,” and such definitions are amended and restated
pursuant to Section 2(b) of this Agreement. All references in the Credit Agreement to Eligible Loan Receivable and Security Value
of Eligible Loans Receivable shall hereafter be deemed to be references, respectively, to Eligible Asset Based Loan Receivable
and Security Value of Eligible Asset Based Loans Receivable.


 


(b)              
The following definitions appearing in Section 1.1 of the Credit Agreement are hereby amended to read in their entirety
as follows:


 


“Average
Excess Availability” means, as of the final day of each calendar month or other measurement period specified in this
Agreement, the arithmetic average of the Excess Availability as reflected on all Borrowing Base Certificates submitted by the Borrower
during such calendar month or other measurement period.


 




    	 



    	 



    

 


 


“Borrowing Base”
means at any time an amount equal to:


 


(i)               the FCC Loan Availability; minus


 


(ii)              the FCC Borrower Overage; minus


 


(iii)            
the Minimum Excess Availability; minus


 


(iv)            
such reserves as the Agent may deem proper and necessary from time to time in its sole discretion.


 


“Borrowing
Base Certificate” means a certificate, in substantially the form of Exhibit E hereto or such other form acceptable
to the Agent, by which the Borrower calculates the Borrowing Base, together with all back-up or supporting information or documentation
required by the Agent. For the avoidance of doubt, the amounts contained in Exhibit E are for illustrative purposes only
and have no bearing on the actual Borrowing Base as reflected in the Borrowing Base Certificates submitted by the Borrower from
time to time.


 


“Eligible
Asset Based Loan Receivable” means an Asset Based Loan Receivable (with the corresponding Asset Based Loan valued at
the lesser of (i) the outstanding principal balance thereof, (ii) its Fair Value as reflected in the Borrower’s most recent
SEC filing that addresses the Fair Value of FCC Loans or, if a particular Asset Based Loan is not referenced in such filing, as
reflected in the most recent External Valuation Report or the Borrower’s records and (iii) the amount determined by the Agent
based upon its reasonable assessment of the quality and nature of the Asset Based Loan) that meets all of the following requirements
on its date of origination and continuing thereafter until collected:


 


(a)such Loan
Receivable arises from an FCC Loan which was underwritten and closed in compliance with the Credit Policy;


 


(b)such Loan
Receivable is evidenced by loan documentation substantially similar to the loan documentation heretofore used by the Borrower and
disclosed to the Agent and, in all events, in form and substance acceptable to the Agent;


 


(c)the amount
of such Loan Receivable is based upon and limited by (i) a borrowing base, evidenced by a borrowing base certificate which the
FCC Borrower is required to submit not less frequently than monthly, setting forth advance rates for eligible accounts receivable
and/or eligible inventory, or (ii) an appraisal or other valuation acceptable to the Agent for assets securing the underlying FCC
Loan;


 




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(d)no payment
default exists under the FCC Loan giving rise to such Loan Receivable, the FCC Borrower is in material compliance with all other
covenants contained in the documentation evidencing and securing the FCC Loan, and the Borrower or Guarantor (in its capacity as
lender), as applicable, has not declared a default or event of default under such FCC Loan, in each case without giving effect
to any waiver, extension, forbearance or modification granted by the Borrower or Guarantor, unless such waiver, extension, forbearance
or modification has been approved in writing by the Agent;


 


(e)such Loan
Receivable has an Internal Rating of 1, 2 or 3 and, to the extent applicable, the ratio of the Fair Value over the cost basis of
such FCC Loan is not less than 93%; provided, however, if the External Rating Firm responsible for the Fair Value
Rating uses a range, the Fair Value Rating shall, for purposes of this subsection (e), be deemed the mid-point of such range and
provided further, if the Internal Rating of a Loan Receivable has been upgraded to 1, 2 or 3 from a prior Internal
Rating of 4 or 5, the Borrower shall have provided notification of such upgrade and, upon request, an explanation therefor, which
is acceptable to the Agent in its sole but reasonable discretion;


 


(f)such Loan
Receivable is not evidenced by chattel paper, a note or an instrument of any kind, unless the original of the same has been delivered
to the Agent or the Custodian with any necessary endorsement (including an allonge) sufficient to grant the Agent a first position,
perfected Lien on the chattel paper, note or instrument;


 


(g)the FCC
Loan giving rise to such Loan Receivable is secured by a first position, perfected Lien on substantially all of the assets of the
FCC Borrower and any other assets which, in accordance with the applicable underwriting approvals or loan documentation, were intended
to serve as collateral for the FCC Loan;


 


(h)all tangible
assets of the FCC Borrower securing the Loan Receivable are covered by full replacement cost, extended coverage casualty insurance,
and the FCC Borrower is covered under a policy of liability insurance (broad form), the premiums for which are fully paid, the
limits and deductibles for which are customary for the industry or business of the FCC Borrower, and the Borrower or the Guarantor
that made the FCC Loan is in possession of a current certificate evidencing the same and naming the Borrower or such Guarantor
as loss payee and as an additional insured;


 


(i)the FCC
Borrower with respect to such Loan Receivable (i) is not insolvent or the subject of any bankruptcy or insolvency proceedings of
any kind or of any other proceeding or action, which might have a materially adverse effect on the business of such FCC Borrower,
(ii) is the subject of any such bankruptcy or insolvency proceeding, but the FCC Loan was extended pursuant to a debtor-in-possession
or other financing order of a bankruptcy court, which order is satisfactory to the Agent in its sole but reasonable discretion,
or (iii) is not, in the judgment of the Agent, deemed ineligible for credit for any other reason;


 




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(j)if the FCC
Borrower with respect to such Loan Receivable is a corporation, limited liability company, general or limited partnership or other
business entity, such FCC Borrower is organized under the laws of the United States of America, any state thereof or Puerto Rico
and has its corporate headquarters or another principal place of business located in the United States of America, any state thereof
or Puerto Rico;


 


(k)such Loan
Receivable is a valid, legally enforceable obligation of the FCC Borrower with respect thereto and is not subject to any present
or contingent, and no facts exist which are the basis for any future, offset, counterclaim or other defense on the part of such
FCC Borrower, including without limitation, any claim or alleged claim of lender liability;


 


(l)the Agent
has a first position, perfected Lien on such Loan Receivable, which is subject to no other Lien, other than Permitted Liens;


 


(m)the FCC
Borrower with respect to such FCC Loan is not an Affiliate of the Borrower or any Guarantor;


 


(n)such Loan
Receivable is not subject to any provision prohibiting its assignment or requiring notice of or consent to such assignment;


 


(o)such Loan
Receivable (or portion thereof) does not represent amounts owing as a late fee, interest (including, without limitation, “payment
in kind” interest), prepayment premium or other fees or charges;


 


(p)the FCC
Borrower with respect to such Loan Receivable is not the United States government or any instrumentality or agency thereof;


 


(q)the FCC
Borrower is not a business development company or a regulated investment company, as such terms are defined under the 1940 Act;


 


(r)such Loan
Receivable is not owned or held by an SBIC Subsidiary;


 


(s)unless otherwise
approved by the Agent in writing in its sole but reasonable discretion, such FCC Loan at no time constituted a Cash Flow Loan;
and


 


(t)such Loan
Receivable (or any portion thereof) is not deemed ineligible by the Agent for any other reason in the exercise of its sole but
reasonable judgment.




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“Eligible
Cash Flow Loan Receivable” means the principal portion of an FCC Loan (valued at the lesser of (i) the outstanding principal
balance thereof, (ii) its Fair Value as reflected in the Borrower’s most recent SEC filing that addresses the Fair Value
of FCC Loans or, if a particular Cash Flow Loan is not referenced in such filing, as reflected in the most recent External Valuation
Report or the Borrower’s records and (iii) the amount determined by the Agent based upon its reasonable assessment of the
quality and nature of the Cash Flow Loan) that satisfies all of the criteria for an Eligible Asset Based Loan Receivable, except
that the amount of the FCC Loan (A) is not determined in accordance with a borrowing base, appraisal or other valuation and, accordingly,
does not satisfy the criteria set forth in subsection (c) of the definition Eligible Asset Based Loan Receivable and (B) does not
exceed sixty-five percent (65%) of the enterprise value of the FCC Borrower as established to the reasonable satisfaction of the
Borrower; provided, however, the amount of the FCC Loan that would constitute an Eligible Cash Flow Loan Receivable
but for the provisions of this clause (B) shall constitute an Eligible Cash Flow Loan Receivable to the extent of sixty-five percent
(65%) of the enterprise value of the FCC Borrower.


 


“FCC Borrower
Overage” means, with respect to all FCC Loans under which a single FCC Borrower or any of its Affiliates is the borrower,
the amount by which the Security Value of Eligible Asset Based Loans Receivable plus the Security Value of Eligible Cash
Flow Loans Receivable plus the Security Value of Eligible Second Lien Loans Receivable exceed $6,000,000 or such greater
amount as may be approved by the Required Lenders.


 


“FCC Loan”
means a loan or extension of credit made by the Borrower or a Guarantor to an FCC Borrower, including without limitation, an Asset
Based Loan, a Cash Flow Loan and a Second Lien Loan.


 


“FCC Loan
Availability” means the lesser of:


 


(A)       (i)the
Security Value of Eligible Asset Based Loans Receivable; plus


 


(ii)the Security Value
of Eligible Cash Flow Loans Receivable; plus


 


(iii)the Security Value
of Eligible Second Lien Loans Receivable; provided, however, the Security Value of Eligible Second Lien Loans Receivable
shall not exceed 20% of the lesser of the Revolving Commitment or the Borrowing Base;


 


provided, further,
that the Security Value of Eligible Cash Flow Loans Receivable plus the Security Value of Eligible Second Lien Loans Receivable,
in each case for which the FCC Borrower’s Leverage Ratio is greater than 5.5:1.0, shall not exceed 10% of the lesser of the
Revolving Commitment or the Borrowing Base or




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(B)sixty percent (60%) of the sum
of (i) Eligible Asset Based Loans Receivable, plus (ii) Eligible Cash Flow Loans Receivable, plus (iii) Eligible
Second Lien Loans Receivable.


 


“Loan
Receivable” means, as to each FCC Loan, all principal owing to the Borrower or a Guarantor (in its capacity as lender)
under such FCC Loan, including without limitation, principal owing under (i) an Asset Based Loan (an “Asset Based Loan
Receivable”), (ii) a Cash Flow Loan (a “Cash Flow Loan Receivable”) and (iii) a Second Lien Loan (a
“Second Lien Loan Receivable”).


 


“Minimum
Excess Availability” means $3,500,000.


 


“Revolving
Commitment” means $45,000,000, as such amount may be increased from time to time pursuant to Section 2.1 of this Agreement.


 


“Security
Value of Eligible Asset Based Loans Receivable” means the Applicable Percentage, or such lesser percentage as the Agent
may determine to be appropriate from time to time based upon the Agent’s assessment of the quality and nature of the Eligible
Asset Based Loans Receivable taken as a whole, of each Asset Based Loan included in determining the Security Value of Eligible
Asset Based Loans Receivable; provided, however, the Security Value of Eligible Asset Based Loans Receivable with
respect to which The Finance Company, LLC is the FCC Borrower is $1,200,000.


 


“Security
Value of Eligible Cash Flow Loans Receivable” means the Applicable Percentage, or such lesser percentage as the Agent
may determine to be appropriate from time to time based upon the Agent’s reasonable assessment of the quality and nature
of the Eligible Cash Flow Loans Receivable taken as a whole, of each Cash Flow Loan included in determining the Security Value
of Eligible Cash Flow Loans Receivable.


 


(c)               
The following definitions are hereby added to, and inserted alphabetically in, Section 1.1 of the Credit Agreement:


 


“Applicable
Fiscal Quarter” means each quarter during a Fiscal Year in which the Excess Availability remains less than $15,000,000
for 15 consecutive days.


 


“Applicable
Percentage” means:


 


(i)with respect to each Asset Based
Loan included in determining the Security Value of Eligible Asset Based Loans Receivable, (A) 80%, for amounts of the Asset Based
Loan extended on the basis of advance rates that do not exceed 85% of eligible accounts receivable, 50% of eligible inventory,
50% of the appraised value of equipment securing the Asset Based Loan or, in the case of real property collateral, 50% of the appraised,
fair market value of such real property or (B) 20%, for the amount of the Asset Based Loan in excess of the amount calculated in
accordance with the advance rates set forth in the preceding clause (A);




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(ii) with respect to each Cash
Flow Loan included in determining the Security Value of Eligible Cash Flow Loans Receivable, (A) 50%, if the FCC Borrower with
respect to such FCC Loan has generated EBITDA of not less than $3,500,000 and the FCC Borrower’s Leverage Ratio is
less than or equal to 4.0:1.0, (B) 40%, if the FCC Borrower with respect to such FCC Loan has generated EBITDA of not less than
$3,500,000 and the FCC Borrower’s Leverage Ratio is greater than 4.0:1.0 but less than or equal to 5.5:1.0 or (C)
40%, if the FCC Borrower with respect to such FCC Loan has generated EBITDA of not less than $10,000,000 and the FCC Borrower’s
Leverage Ratio is greater than 5.5:1.0, provided, however, the 40% advance rate will apply only to the amount of
the FCC Loan that does not result in the FCC Borrower’s Leverage Ratio exceeding 5.5:1.0; and


 


(iii)with respect to each Second
Lien Loan included in determining the Security Value of Eligible Second Lien Loans Receivable, (A) 50%, if the Second Lien Collateral
Coverage is equal to or greater than 100% and the FCC Borrower with respect to such FCC Loan has generated EBITDA of not
less than $7,500,000 and the FCC Borrower’s Leverage Ratio is less than or equal to 4.0:1.0, (B) 40%, if the Second
Lien Collateral Coverage is less than 100% and the FCC Borrower with respect to such FCC Loan has generated EBITDA of not
less than $7,500,000 and the FCC Borrower’s Leverage Ratio is less than or equal to 5.5:1.0 or (C) 40%, if the FCC
Borrower with respect to such FCC Loan has generated EBITDA of not less than $10,000,000 and the FCC Borrower’s Leverage
Ratio is greater than 5.5:1.0, provided, however, the 40% advance rate will apply only to the amount of the FCC Loan
that does not result in the FCC Borrower’s Leverage Ratio exceeding 5.5:1.0.


 


“Asset
Based Loan” means a loan to an FCC Borrower (a) secured by a first position perfected Lien on substantially all of the
assets of the FCC Borrower and all other assets which, in accordance with the applicable underwriting approvals or loan documentation,
were intended to serve as collateral for such FCC Loan and (b) the amount of which is based upon and limited by (i) a borrowing
base, evidenced by a borrowing base certificate which the FCC Borrower is required to submit not less frequently than monthly,
setting forth advance rates for eligible accounts receivable and/or eligible inventory or (ii) an appraisal or other valuation
acceptable to the Agent for equipment and/or real property securing the underlying FCC Loan.


 


“Asset
Coverage Ratio” means, with respect any Person, as of any date of determination, the ratio of (a) total assets determined
in accordance with GAAP to (b) Funded Debt.


 


“Cash
Flow Loan” means a loan to an FCC Borrower (i) secured by a first position perfected Lien on substantially all of the
assets of the FCC Borrower and all other assets which, in accordance with the applicable underwriting approvals or loan documentation,
were intended to serve as collateral for such FCC Loan and (ii) the amount of which is not based upon or limited by a borrowing
base, appraisal or other valuation of collateral.




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“EBITDA”
means, for any measurement period, net income of any Person for such period plus, without duplication and to the extent
deducted in calculating net income (i) the sum of (a) interest expense for such period, (b) the sum of federal, state, local and
foreign income taxes paid in cash during such period, (c) depreciation and amortization expense for such period, and (d) any extraordinary
or non-recurring items reducing net income for such period to the extent approved by the Agent in its sole discretion, minus
(ii) any extraordinary or non-recurring items increasing net income for such period to the extent approved by the Agent in its
sole discretion. Except as otherwise approved in writing by the Agent in its sole discretion, EBITDA, to the extent it has to be
measured for purposes of this Agreement (for the Borrower, the Guarantors, each FCC Borrower and all other Persons), shall for
all purposes be measured on a trailing 12-month basis.


 


“Eligible
Second Lien Loan Receivable” means the principal portion of a FCC Loan (valued at the lesser of (i) the outstanding principal
balance thereof, (ii) its Fair Value as reflected in the Borrower’s most recent SEC filing that addresses the Fair Value
of FCC Loans or, if a particular Second Lien Loan in not referenced in such filing, as reflected in the most recent External Valuation
Report or the Borrower’s records and (iii) the amount determined by the Agent based upon its reasonable assessment of the
quality and nature of the Second Lien Loan) that satisfies all criteria for an Eligible Cash Flow Loan Receivable, except that
(a) it is secured by a second (rather than a first) position perfected Lien on substantially all of the assets of the FCC Borrower
and all other assets which, in accordance with the applicable underwriting approvals or loan documentation, were intended to serve
as collateral for such FCC Loan and (b) EBITDA for the FCC Borrower must be tested no less frequently than quarterly.


 


“External
Rating Firm” means a company engaged in the business of valuing and/or rating loans, which is reputable and recognized
in the commercial finance industry for its provision of such services.


 


“External
Valuation Report” is defined in Section 8.5(c) hereof.


 


“Fair
Value” means, for each FCC Loan as of any date, the product of (i) the Fair Value Rating of such FCC Loan multiplied
by (ii) the then current outstanding principal balance of such FCC Loan.


 


“Funded
Debt” means, with respect to any Person at any date, without duplication, (a) all Indebtedness of such Person for borrowed
money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services
(other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices),
(b) any other Indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, including any promissory
notes, (c) all obligations of such Person under Capital Leases, (d) all Indebtedness of a third party (other than a wholly-owned
subsidiary) for borrowed money, which is guaranteed by such Person, and (e) all obligations of such Person in respect of letters
of credit, acceptances or similar instruments issued or created for the account of such Person.




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“Incremental
Revolving Commitment” is defined in Section 2.1(c) hereof.


 


“Incremental
Revolving Loans” is defined in Section 2.1(c) hereof.


 


“Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) net investment income (inclusive of all operating
expenses of the Borrower as reported in its quarterly or annual financial statements) plus interest expense (to the extent used
in determining net investment income) for the trailing 12-month period, all as reported by the Borrower in its quarterly or annual
financial statements for such period to (b) cash interest paid by the Borrower on account of senior, secured Funded Debt for such
period.


 


“Leverage
Ratio” means the ratio of (a) Funded Debt as of any date of determination to (b) EBITDA for the applicable measurement
period ending as of such date of determination.


 


“Portfolio
Review” is defined in Section 8.5(b) hereof.


 


“Revolving
Commitment Fee Percentage” means:


 


(i)prior to
October 1, 2014, an amount equal to one-half of one percent (0.50%) per annum; and


 


(ii)from and
after October 1, 2014, an amount equal to (a) one percent (1.00%) per annum, if the average daily outstanding principal balance
of the Revolving Loans during the immediately preceding month is less than 25% of the Revolving Commitment, (b) three-quarters
of one percent (0.75%) per annum, if the average daily outstanding principal balance of the Revolving Loans during the immediately
preceding month is greater than or equal to 25% of the Revolving Commitment but less than 50% of the Revolving Commitment, or (c)
one-half of one percent (0.50%) per annum, if the average daily outstanding principal balance of the Revolving Loans during the
immediately preceding month is greater than or equal to 50% of the Revolving Commitment.


 


“Second
Lien Collateral Coverage” means with respect to a FCC Borrower indebted under a Second Lien Loan the ratio (expressed
as a percentage) of (i) the value of the collateral securing all Funded Debt of the FCC Borrower to (ii) the aggregate financing
commitments and (without duplication) Funded Debt of such FCC Borrower, including without limitation, the commitment for the Second
Lien Loan, all as determined by the Agent in its sole but reasonable discretion. For the purpose of clause (i) herein, the value
of collateral securing all Funded Debt shall be approximated using the following formula: 85% of the FCC Borrower’s eligible
accounts receivable plus 50% of the FCC Borrower’s eligible inventory plus 50% of the appraised value of the
FCC Borrower’s equipment plus 50% of the appraised, fair market value of the FCC Borrower’s real property; provided,
however this calculation will not be dispositive of the value of the collateral securing all Funded Debt of the applicable
FCC Borrower.




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“Second
Lien Collateral Coverage Report” means a report setting forth in detail (including accounts receivable agings, inventory
break downs and other information requested by the Agent) the collateral securing the Funded Debt of an FCC Borrower indebted under
a Second Lien Loan, which collateral will be assessed by the Agent in determining the Second Lien Collateral Coverage. For the
avoidance of doubt, the Second Lien Collateral Coverage Report will not be dispositive of the extent of the Second Lien Collateral
Coverage, which will be determined by the Agent in its sole but reasonable discretion.


 


“Second
Lien Loan” means a loan to an FCC Borrower secured by a second position perfected Lien on substantially all of the assets
of the FCC Borrower and all other assets which, in accordance with the applicable underwriting approvals or loan documentation,
were intended to serve as collateral for such FCC Loan.


 


“Security
Value of Eligible Second Lien Loans Receivable” means the Applicable Percentage, or such lesser percentage as the Agent
may determine to be appropriate from time to time based upon the Agent’s assessment of the of the quality and nature of the
Eligible Second Lien Loans Receivable taken as a whole, of each Second Lien Loan included in determining the Eligible Second Lien
Loans Receivable.


 


(d)              
The following provisions are hereby added to Section 2.1 of the Credit Agreement immediately after subsection (b) thereof:


 


(c)The Borrower
may, by written notice to the Agent, request increases in the Revolving Commitment (each, an “Incremental Revolving Commitment”
and the Revolving Loans thereunder, “Incremental Revolving Loans”) in an aggregate amount not to exceed $15,000,000;
provided that no Commitment of any Lender shall be increased without the prior written consent of such Lender. Such notice from
the Borrower shall set forth (i) the amount of the Incremental Revolving Commitment being requested (each such request to be in
a minimum amount of $5,000,000) and (ii) the date on which such Incremental Revolving Commitment is to become effective. If all
of the existing Lenders with a Revolving Commitment elect to provide the requested Incremental Revolving Commitment, each Lender
shall be entitled to provide only a pro rata share of the requested Incremental Revolving Commitment. If one or more of the existing
Lenders elect not to participate in the requested Incremental Revolving Commitment, the Lenders who have elected to provide the
Incremental Revolving Commitment shall decide, as among themselves, their respective commitment amounts.


 


(d)No Incremental
Revolving Commitment shall become effective hereunder unless:


 


(i)after giving
effect to such Incremental Revolving Commitment, the initial Incremental Revolving Loans to be made thereunder, and the application
of the proceeds therefrom, no Default or Event of Default shall exist at the time of funding;




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(ii)after giving
effect to such Incremental Revolving Commitment, the initial Incremental Revolving Loans to be made thereunder and the application
of the proceeds therefrom, the Borrower shall be in pro forma compliance with the covenants set forth in this Agreement; and


 


(iii)the Incremental
Revolving Commitment is evidenced by such substitute Revolving Notes and any modification to this Agreement (executed and delivered
by the Borrower, the Agent and each Lender providing an Incremental Revolving Commitment, it being acknowledged that any such modification
to this Agreement, so long as it relates solely to the Incremental Revolving Commitment, need not be executed by any other Lender)
or any of the other Loan Documents as reasonably required by the Agent.


 


(e)Any Incremental
Revolving Loans shall be on the same terms (as amended from time to time) (including all-in pricing and maturity date) as are applicable
to the Revolving Loans outstanding as of the date the Incremental Revolving Commitment is requested and subject to such fees as
the Agent and Lenders issuing the Incremental Revolving Commitment may agree.


 


(f)On any date
on which the Incremental Revolving Commitment becomes effective, each Lender providing a portion thereof shall become a Lender
hereunder with respect its share of the Incremental Revolving Commitment and any Incremental Revolving Loans shall constitute Revolving
Loans for all purposes of this Agreement and the other Loan Documents. The terms and conditions of the Incremental Revolving Commitment
and the Incremental Revolving Loans made pursuant thereto shall be identical to the terms of the Revolving Commitments and the
Revolving Loans, respectively, existing as of the date the Borrower requests the Incremental Revolving Commitment.


 


(g)With respect
to the subject matter hereof, Sections 2.1(c) through 2.1(f) shall supersede any provision in Section 12.4 to the contrary.


 


(e)               
Section 4.1 of the Credit Agreement is hereby amended to read in its entirety as follows:


 


4.1Revolving
Commitment Fee. The Borrower shall pay to the Agent, for the ratable account of the Lenders, a fee equal to the Revolving Commitment
Fee Percentage multiplied by the difference between the Revolving Commitment and the average daily outstanding principal
balance of the Revolving Loans (the “Revolving Commitment Fee”). The Revolving Commitment Fee shall be computed
on the basis of the actual number of days elapsed over a year of 360 days and shall accrue from the date hereof, to and including,
the Revolving Loan Termination Date. The Revolving Commitment Fee shall be payable monthly in arrears on the first day of each
month.




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(f)               
Section 8.1 of the Credit Agreement is hereby amended to read in its entirety as follows:


 


8.1Financial Covenants.
The Borrower shall not cause, suffer or permit:


 


(i)its Balance
Sheet Leverage Ratio to exceed 0.50 at any time;


 


(ii)its Asset
Coverage Ratio to be less than 2.0:1.0 at any time from and after December 31, 2014; and


 


(iii)its Interest
Coverage Ratio to be less than 2.5:1.0, tested as of the last day of each Applicable Fiscal Quarter for the trailing 12-month period.


 


(g)              
Section 8.2 of the Credit Agreement is hereby amended by renumbering subsection (xiii) as subsection (xv) and inserting
the following provisions as new subsections (xiii) and (xiv) in Section 8.2:


 


(xiii)External
Valuation Reports. Promptly following the preparation of each quarterly External Valuation Report pursuant to Section 8.5(c),
a copy of each such report;


 


(xiv)Second
Lien Collateral Coverage Reports. Within 30 days after the end of each quarter in a Fiscal Year, a copy of the Second Lien
Collateral Coverage Report as of the final day of the such quarterly period;


 


(h)              
Section 8.5 of the Credit Agreement is hereby amended to read in its entirety as follows:


 


8.5Field
Exams; Portfolio Reviews; External Valuations.


 


(a)               
Upon the request of the Agent or any Lender, the Borrower will allow the Agent or any Lender, and any of their officers,
employees or agents, at any time during normal business hours, to (i) visit and inspect the facilities and the properties of the
Borrower and the Administrator, (ii) inspect and make copies or extracts from the books and records of the Borrower, and (iii)
discuss with the Administrator and the Borrower’s principal managers, officers, employees and independent public accountants
any and all matters with respect to the business, assets, liabilities, financial condition, results of operations and business
prospects of the Borrower. Without limiting the generality of the foregoing, the Agent shall be permitted to conduct periodic field
examinations of the Borrower and the Guarantors and their businesses and operations in accordance with the Agent’s normal
and customary practices; provided, however, so long as no Default or Event of Default exists, the Agent and the Lenders
shall not conduct more than three field examinations in the aggregate in any 12-month period.




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(b) At the request
of the Agent, the Borrower will participate and will cause its principal managers and officers to participate in meetings with
the Agent and the Lenders for the purpose of reviewing and discussing the corporate minutes of the Borrower’s meetings with
the FCC Borrowers and otherwise discussing the performance of the FCC Loans with the Agent and the Lenders (each a “Portfolio
Review”). If no Default or Event of Default exists, from and after the Closing Date, the Agent and the Lenders may collectively
conduct one Portfolio Review (i) each three-month period following the most recent Portfolio Review, if the Average Excess Availability
was less than $8,000,000 for the prior three months or (ii) each four-month period following the most recent Portfolio Review,
if the Average Excess Availability was greater than or equal to $8,000,000 but less than $15,000,000 for the prior four months
or (iii) each six-month period following the most recent Portfolio Review, if the Average Excess Availability was greater than
$15,000,000 for the prior six months.


 


(c) On or before
the 30th day of each quarter of each Fiscal Year, the Borrower shall cause to be prepared by an External Rating Firm
acceptable to the Agent, and shall deliver to the Agent and the Lenders, a report (an “External Valuation Report”),
evaluating the FCC Loans and assigning a Fair Value Rating to each FCC Loan or validating the Fair Value Rating of each FCC Loan.
Each External Valuation Report will cover, at a minimum, approximately twenty-five percent (25%) of the FCC Loans on a rotating
basis, so that (A) each FCC Loan, greater than 1.5% of the aggregate Fair Value of all FCC Loans, will be evaluated at least once
during each Fiscal Year and (B) notwithstanding the immediately preceding clause (A), not less than ninety percent (90%) of all
FCC Loans will be evaluated during each Fiscal Year. However, the Borrower shall cause to be prepared and delivered to the Agent
and the Lenders an External Valuation Report every other fiscal quarter (i.e., every six months) (i) for each Second Lien Loan,
unless the Average Excess Availability is greater than or equal to $10,000,000 for the two full months preceding the month in which
such External Valuation Report would have to be delivered and (ii) for each FCC Loan that is included in any Borrowing Base Certificate
and has a Fair Value Rating below 96.


 


(i)                
Schedule 4 to the Credit Agreement is hereby replaced by Schedule 4 to the this Agreement.


 


(j)                
Exhibit E to this Agreement is hereby added as Exhibit E to the Credit Agreement.


 


(k)              
The Borrower’s new address and telecopy number for purposes of receiving Notices under the Credit Agreement are set
forth below the Borrower’s signature to this Agreement.


 


3.                 
Reaffirmation of Guaranty. Concurrently herewith, the Guarantors are executing and delivering to the Agent and the
Lenders a Reaffirmation of Guaranty Agreement.




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4.                 
Amendments to Other Loan Documents. Each of the other Loan Documents is hereby amended to the extent necessary to
reflect the amendments to the terms of the Credit Agreement effected by this Agreement.


 


5.                 
Representations and Warranties. In order to induce the Agent and the Lenders to enter into this Agreement and amend
the Credit Agreement as provided herein, the Borrower hereby represents and warrants to the Agent and the Lenders that:


 


(a)               
All of the representations and warranties of the Borrower set forth in the Credit Agreement are true, complete and correct
in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and
as if set forth at length herein (except to the extent that such representations and warranties relate solely to an earlier date
in which case such representations and warranties were true and correct in all material respects on such earlier date).


 


(b)              
No Default or Event of Default presently exists and is continuing on and as of the date hereof.


 


(c)               
Since the date of the Borrower’s most recent financial statements delivered to the Agent, no material adverse change
has occurred in the business, assets, liabilities, financial condition or results of operations of the Borrower, and no event has
occurred or failed to occur which has had or could reasonably be expected to have a material adverse effect on the business, assets,
liabilities, financial condition or results of operations of the Borrower.


 


(d)              
The Borrower has all corporate power and authority to execute, deliver and perform any action or step which may be necessary
to carry out the terms of this Agreement and all other documents, if any, executed in connection herewith (together with this Agreement,
the “Amendment Documents”), and each Amendment Document to which the Borrower is a party has been duly executed
and delivered by the Borrower and each such Amendment Document is the legal, valid and binding obligation of the Borrower enforceable
in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws
affecting the enforcement of creditors’ rights generally.


 


(e)               
The execution, delivery and performance of the Amendment Documents to which the Borrower is a party will not (i) violate
any provision of any existing law, statute, rule, regulation or ordinance, (ii) conflict with, result in a breach of, or constitute
a default under (A) the certificate of incorporation or the bylaws of the Borrower, (B) any order, judgment, award or decree of
any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, lease, contract or other material agreement
or undertaking to which the Borrower is a party or by which the Borrower or any of its properties or assets may be bound, or (iii)
result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or
hereafter acquired by the Borrower, other than liens in favor of the Agent for the benefit of the Lenders.




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(f)               
Except for filings required under applicable securities laws, no consent, license, permit, approval or authorization of,
exemption by, notice to, report to, or registration, filing or declaration with any person is required in connection with the execution,
delivery and performance by the Borrower of the Amendment Documents to which the Borrower is a party or the validity thereof or
the transactions contemplated thereby.


 


6.                 
Costs. The Borrower shall reimburse the Agent and the Lenders on demand for all costs, including reasonable legal
fees and expenses and recording or filing fees, incurred by them in connection with this Agreement and the transactions referenced
herein.


 


7.                 
Amendment Fee. Upon the execution and delivery of this Agreement, the Borrower shall pay to the Agent for the ratable
benefit of the Lenders an amendment fee in the amount of $36,000, which shall be fully-earned when paid and not subject to rebate
or refund for any reason whatsoever.


 


8.                 
Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original and all of
which shall constitute one and the same instrument.


 


9.                 
No Change. Except as expressly set forth herein, all of the terms and provisions of the Credit Agreement shall continue
in full force and effect.


 


10.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without regard to its conflict of laws principles.


[Signatures on following pages]


 




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[Signature
pages to Third Amendment to Credit Agreement]


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized representatives
as of the date set forth on the first page hereof.


 


 


BORROWER:


 


FULL CIRCLE CAPITAL CORPORATION


 


 


By:________________________


Name:


Title:


 


		Address:	102 Greenwich Avenue, 2nd Floor



Greenwich, CT 06830


Attention: John E. Stuart


   Co-Chief Executive Officer


 


Telephone: (203) 900-2120


Telecopy: (203) 900-2103


 


AGENT:


 


SANTANDER BANK, N.A. (formerly known as Sovereign
Bank, N.A.)


 


 


By: ________________________


Name:


Title:


 


LENDERS:


 


SANTANDER BANK, N.A. (formerly known as Sovereign
Bank, N.A.)


 


 


By: ________________________


Name:


Title:


 


 





	 	Lending Offices:	45 East 53rd
Street
			New York, NY 10573
	 	 	 
	 	Amount of Revolving Commitment:	$30,000,000.00
	 	 	 
	 	Percentage of Revolving Commitment:	66-2/3%



 





 





 


ALOSTAR BANK OF COMMERCE


 


 


By: ________________________


Name:


Title:


 





	 	Lending Offices:	3630 Peachtree
Road, Suite 1050
			Atlanta, GA 30326
	 	 	 
	 	Amount of Revolving Commitment:	$15,000,000.00
	 	 	 
	 	Percentage of Revolving Commitment:	33-1/3%



			






  








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