EX-10.9





 Exhibit 10.9 

THIRD AMENDMENT TO LOAN, SECURITY 

AND INVESTMENT MANAGEMENT AGREEMENT 

THIS THIRD AMENDMENT TO LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT (this “Amendment”), dated as of
November 4, 2022, to be effective as of September 29, 2022 (“Effective Date”), is entered into by and among: 

(1) INVESTCORP US INSTITUTIONAL PRIVATE CREDIT SPV LLC, a Delaware limited liability company, as the borrower (the
“Borrower”); 
 (2) EACH OF THE LENDERS PARTY TO THE AGREEMENT (as defined below; collectively, the
“Lenders”); and 
 (3) CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as the
administrative agent, as the swingline lender and as arranger (“Capital One, National Association” and in such capacity, the “Administrative Agent”, “Swingline Lender” and
“Arranger”); 
 and is acknowledged by: 

(4) CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the investment manager (the “Investment
Manager”). 
 RECITALS 

WHEREAS, the Investment Manager, the Borrower, the Lenders, the Administrative Agent, Capital One, National Association, as the Arranger and
as the Swingline Lender, U.S. Bank Trust Company, National Association, as the Collateral Custodian, and U.S. Bank National Association, as the Document Custodian, entered into that certain Loan, Security and Investment Management Agreement, dated
as of September 9, 2022, as amended pursuant to that certain First Amendment to Loan, Security and Investment Management Agreement, dated as of September 21, 2022 and that certain Second Amendment to Loan, Security and Investment
Management Agreement (“Second Amendment”), dated as of September 29, 2022 (as amended, and as the same may be further amended, modified or restated from time to time, the “Agreement”); 

WHEREAS, the Investment Manager, the Borrower, the Lenders and the Administrative Agent desire to enter into this Amendment to effectuate the
intent and agreement of each party with respect to the definition of “Minimum Credit Enhancement Amount” intended to be captured by the Second Amendment; and 

WHEREAS, the Investment Manager, the Borrower, the Lenders and the Administrative Agent desire to amend the Agreement as set forth herein.

 AGREEMENT 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 












 ARTICLE I 

Definitions 

Capitalized terms used in this Amendment are defined in the Agreement unless otherwise stated. 

ARTICLE II 

Amendments to Agreement 

2.01 Amendment to Agreement. Effective as of the Effective Date, the Agreement is hereby amended to amend and
restate the definition of “Minimum Credit Enhancement Amount” in its entirety with the definition set forth below: 

““Minimum Credit Enhancement Amount”: As of any date, an amount equal to the greater of (i) $22,500,000
multiplied by the weighted average of the Assigned Value of each Eligible Loan included in the Collateral and (ii) the sum of the Adjusted Borrowing Values of the Loans for the eight (8) Obligors which have the greatest Obligor
Exposure.” 
 ARTICLE III 

Conditions Precedent 

3.01 The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory
to Administrative Agent, unless specifically waived in writing by Administrative Agent: 
 A. Administrative Agent shall have
received this Amendment duly executed by Borrower, Investment Manager and each Lender. 
 B. Administrative Agent shall have
received all fees on behalf of itself and the Lenders due and payable as of the date hereof. 
 C. The representations and
warranties of the Borrower contained herein and in the Agreement and the other Transaction Documents, as amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties
as are by their express terms limited to a specific date. 
 D. No Default or Event of Default shall have occurred and be
continuing. 
 E. All organizational proceedings taken in connection with the transactions contemplated by this Amendment and
all documents, instruments and other legal matters incident thereto shall be satisfactory to Administrative Agent. 

  
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 ARTICLE IV 

No Consent or Waiver 

4.01 Nothing contained herein shall be construed as a consent or waiver by Administrative Agent of any covenant or provision of the
Agreement, the other Transaction Documents, this Amendment or any other contract or instrument among Borrower, any of the other parties to the Transaction Documents and Administrative Agent or any Lender, and the failure of Administrative Agent or
any Lender at any time or times hereafter to require strict performance by Borrower or any other party to the Transaction Documents of any provision thereof shall not waive, affect or diminish any right of Administrative Agent or any Lender to
thereafter demand strict compliance therewith. 
 ARTICLE V 

Ratifications, Representations and Warranties 

5.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all
inconsistent terms and provisions set forth in the Agreement and the other Transaction Documents and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement and the other Transaction Documents are
ratified and confirmed and shall continue in full force and effect. Borrower and Administrative Agent agree that the Agreement and the other Transaction Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations. 

5.02 Representations and Warranties. Borrower hereby represents and warrants to Administrative Agent that
(a) the execution, delivery and performance of this Amendment and any and all other Transaction Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and
will not violate the organizational documents of Borrower; (b) Borrower has authorized the execution, delivery and performance of this Amendment and any and all other Transaction Documents executed and/or delivered in connection herewith;
(c) the representations and warranties of Borrower contained in the Agreement, as amended hereby, and any other Transaction Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made
on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (d) no Default or Event of Default under the Agreement, as amended hereby, has occurred and is continuing; (e) Borrower
is in full compliance in all material respects with all covenants and agreements contained in the Agreement and the other Transaction Documents, as amended hereby; and (f) Borrower has not amended its organizational document since the date of
the Agreement. 
 ARTICLE VI 

Miscellaneous Provisions 

6.01 Survival of Representations and Warranties. All representations and warranties made in the Agreement or any
other Transaction Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Transaction Documents, and no investigation by
Administrative Agent or any Lender or any closing shall affect the representations and warranties or the right of Administrative Agent and each Lender to rely upon them. 

  
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 6.02 Reference to Agreement. Each of the Agreement and the other
Transaction Documents, and any and all other Transaction Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Agreement, as amended hereby, are hereby amended so
that any reference in the Agreement and such other Transaction Documents to the Agreement shall mean a reference to the Agreement, as amended hereby. 

6.03 Expenses of Administrative Agent. As provided in the Agreement, Borrower agrees to pay on demand all costs
and expenses incurred by Administrative Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Transaction Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of legal counsel, and all costs and expenses incurred by Administrative Agent and each Lender in connection with the enforcement or preservation of
any rights under the Agreement, as amended hereby, or any other Transaction Documents, including, without, limitation, the reasonable costs and fees of legal counsel. 

6.04 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 

6.05 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the parties to the
Agreement and their respective permitted successors and assigns. 
 6.06 Counterparts. This Amendment may be
executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic
(.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 6.06, and each party to this Amendment agrees that it will be bound by its
own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment. 

6.07 Effect of Waiver. No consent or waiver, express or implied, by Administrative Agent to or for any breach of
or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 

6.08 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall
not affect the interpretation of this Amendment. 
 6.09 Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
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 6.10 Final Agreement; Modifications. THE AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS AMENDED HEREBY, MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER, ADMINISTRATIVE AGENT AND ANY OTHER APPLICABLE PARTIES PURSUANT TO THE TERMS OF THE AGREEMENT. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first
above-written. 
  

			
	BORROWER:
	
	 INVESTCORP US INSTITUTIONAL PRIVATE CREDIT SPV LLC

		
	By:	 	 /s/ Rocco DelGuercio

		 	Name: Rocco DelGuercio
		 	Title: Authorized Signatory


 [Signatures Continued on the Following Page] 

[SIGNATURE PAGE TO THIRD AMENDMENT TO
LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT – INVESTCORP] 












 
					
	ADMINISTRATIVE AGENT ARRANGER:
		
	        	 	CAPITAL ONE, NATIONAL
		 		 	ASSOCIATION, as Administrative Agent and Arranger
			
		 	By:	 	 /s/ Peter Sweeney

		 		 	Name: Peter Sweeney
		 		 	Title: Authorized Signatory
		
		 	LENDER:
		
		 	CAPITAL ONE, NATIONAL
		 		 	ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Peter Sweeney

		 		 	Name: Peter Sweeney
		 		 	Title: Authorized Signatory
		
		 	HEDGE COUNTERPARTY:
		
		 	CAPITAL ONE, NATIONAL
		 		 	ASSOCIATION, as Hedge Counterparty
			
		 	By:	 	 /s/ Peter Sweeney

		 		 	Name: Peter Sweeney
		 		 	Title: Authorized Signatory


 [Signatures Continued on the Following Page] 

[SIGNATURE PAGE TO THIRD AMENDMENT TO
LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT – INVESTCORP] 












 
			
		 	ACKNOWLEDGED
	
	INVESTMENT MANAGER:
	
	CM INVESTMENT PARTNERS LLC
		
	By:	 	 /s/ Rocco DelGuercio

		 	Name: Rocco DelGuercio
		 	Title: Chief Financial Officer


 [SIGNATURE PAGE TO THIRD
AMENDMENT TO LOAN, SECURITY AND INVESTMENT MANAGEMENT AGREEMENT – INVESTCORP]