Exhibit
10.1


 


Execution
Version


 


AMENDMENT
NO. 4 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENT 


 


This
AMENDMENT NO. 4 TO CREDIT, SECURITY AND MANAGEMENT AGREEMENT (this “Amendment”) is made as of April 24, 2020,
by and among SARATOGA INVESTMENT FUNDING LLC, a Delaware limited liability company, as borrower (the “Borrower”),
SARATOGA INVESTMENT CORP., a Maryland corporation, as Performance Guarantor (the “Performance Guarantor”),
SARATOGA INVESTMENT ADVISORS, LLC, a Delaware limited liability company, as Manager (the “Manager”), each Lender
party hereto, MADISON CAPITAL FUNDING LLC, as administrative agent (the “Administrative Agent”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), not in its individual capacity, but solely
as the custodian (together with its successors and assigns in such capacity, the “Custodian”). Capitalized
terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Borrower, the Performance Guarantor, the Manager, the financial institutions signatory thereto as Lenders, the Administrative
Agent and the Custodian, each entered into that certain Credit, Security and Management Agreement, dated as of July 30, 2010,
as restated by that certain Amendment No. 1 to Credit, Security and Management Agreement dated as of February 24, 2012, as amended
by that certain Amendment No. 2 to Credit, Security and Management Agreement dated as of September 17, 2014, and as further amended
by that certain Amendment No. 3 to Credit, Security and Management Agreement dated as of May 18, 2017 (as further amended, restated
or otherwise modified, the “Credit Agreement”);


 


WHEREAS,
Borrower has requested that Administrative Agent and Lenders make certain amendments with respect to the Credit Agreement as set
forth herein; and


 


WHEREAS,
Borrower, Performance Guarantor, Manager, Administrative Agent, Custodian, and Lenders are willing to enter into this Amendment
upon the terms and conditions set forth below.


 


NOW,
THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in
the Credit Agreement.


 


2.
Amendments to the Credit Agreement. As of the Fourth Amendment Effective Date (hereinafter defined), the Credit Agreement
is hereby amended as follows:


 


(a)
Section 1.1 of the Credit Agreement is amended by adding the following definitions in the appropriate alphabetical
order:


 


“Fourth
Amendment Effective Date” means April 24, 2020.”





 



     


     


    

 


“Permitted
PPP Amendment” means any amendment, waiver, consent or any other modification related to a Loan Asset Document directly
or indirectly in respect of the term “Net Leverage Ratio”, “Interest Coverage Ratio” or “EBITDA”
or any respective comparable definition in the Loan Asset Documents to exclude PPP Loans or accrued interest in respect thereof
for purposes of such calculations (except to the extent (i) such PPP Loans are not forgiven and remain outstanding after 180 days
following the incurrence thereof, (ii) such PPP Loans are denied forgiveness by the applicable governmental authority or (iii)
the underlying Obligor fails in any material manner to comply with the CARES Act in order to maximize the forgiveness of such
PPP Loans) or to exclude forgiveness of such PPP Loans in the calculation of EBITDA (or comparable term), in each case so long
as such amendment, waiver, consent or any other modification (i) prohibits the proceeds of such PPP Loan (or any forgiven portions
thereof) from being included in EBITDA calculations and (ii) requires the related Obligor to use commercially reasonable efforts
to comply with the CARES Act in order maximize the forgiveness of the related PPP Loan.”


 


“PPP
Loan” means a Paycheck Protection Program loan as defined in section 7(a)(36) of the Small Business Act of 1953 (15
U.S.C. 636(a)(36)), as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 and the Interim Final Rule set
forth in 13 C.F.R. §120 – Business Loans (as in effect on the Fourth Amendment Effective Date or any amended or successor
version that is substantively comparable, collectively, the “CARES Act”).”


 


(b)
The definition of “Material Modification” is hereby amended by adding the following proviso to the end
thereof:


 


“provided,
however, notwithstanding anything to the contrary herein or any other provision hereof, any Permitted PPP Amendment shall
not constitute or be deemed to constitute a Material Modification under clause (f) above. For the avoidance of doubt, (i)
no such Permitted PPP Amendment shall (1) be a “Value Adjustment Event” under clause (vii) of such definition, (2)
require the consent of the Administrative Agent under clause (iv) of “Eligible Loan Asset”, (3) require the prior
written consent of the Administrative Agent under Section 7.4(a), or (4) require a statement as to whether such Permitted PPP
Amendment constitutes a Material Modification under Section 7.10(a)(iii) and (ii) nothing herein shall be deemed a consent to
any amendment, waiver, consent or any other modification in respect of any other term related to a Loan Asset Document that does
not constitute a Permitted PPP Amendment.”


 


3.
Conditions to Effectiveness. This Amendment shall become effective (the “Fourth Amendment Effective Date”)
on the date on which each party hereto shall have delivered an executed signature page to the Administrative Agent.


 


4. Costs
and Expenses. The Borrower hereby affirms its obligation under Section 12.8 of the Credit Agreement to reimburse the
Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges
and disbursements of attorneys for the Administrative Agent with respect thereto.


 



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5.
Miscellaneous.


 


(a)
The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall
not be deemed to affect the meaning or construction of any of the provisions hereof.


 


(b)
This Amendment shall constitute a Transaction Document.


 


(c)
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this Amendment by email in portable document
format (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.


 


(d)
In case any provision in or obligation under this Amendment 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.


 


(e)
This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter
hereof, superseding all prior oral or written understandings.


 


(f)
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


	BORROWER:	SARATOGA
    INVESTMENT FUNDING LLC
	 	 	 
	 	By:	/s/
Henri Steenkamp
	 	Name: 	Henri
Steenkamp
	 	Title:	CFO
	 	 	 
	MANAGER:	SARATOGA
    INVESTMENT ADVISORS, LLC
	 	 	 
	 	By:	/s/
Henri Steenkamp
	 	Name:	Henri
    Steenkamp
	 	Title:	CFO
	 	 	 
	PERFORMANCE
    GUARANTOR:	SARATOGA
    INVESTMENT CORP.
	 	 	 
	 	By:	/s/
Henri Steenkamp
	 	Name:	Henri
    Steenkamp 
	 	Title:	CFO
	 	 	 
	ADMINISTRATIVE
    AGENT AND LENDER:	MADISON
    CAPITAL FUNDING LLC, as
	 	Administrative
    Agent and Lender
	 	 	 
	 	By:	/s/
David Kelly
	 	Name:
    	David Kelly
	 	Title:	Director
	 	 	 
	CUSTODIAN:	U.S.
    BANK NATIONAL ASSOCIATION, not in
	 	its
    individual capacity, but solely as Custodian
	 	 	 
	 	By:	/s/
    Scott DeRoss
	 	Name:	Scott
    DeRoss
	 	Title:	Senior
    Vice President


 


Amendment
No. 4 to Credit, Security and Management Agreement


 




 


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