EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 AMENDMENT
NO. 1 TO SENIOR 
 SECURED REVOLVING CREDIT AGREEMENT 

This AMENDMENT NO. 1 (this “Amendment”), dated as of December 19, 2014, is made with respect to the Senior Secured
Revolving Credit Agreement, dated as of June 16, 2014 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FIDUS INVESTMENT CORPORATION, a Maryland
corporation (the “Borrower”), the several banks and other financial institutions from time to time party to the Credit Agreement as lenders (the “Lenders”), 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”), and, solely with respect to Section 2.8, FIDUS INVESTMENT HOLDINGS, INC. (the “Subsidiary
Guarantor”). 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; and 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement 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   AMENDMENT TO
CREDIT AGREEMENT 
 Effective as of the First Amendment Effective Date (as defined below), and subject to the terms and conditions set forth
below, the Credit Agreement is hereby amended as follows: 
 (a) Section 6.01(c) is hereby deleted and replaced in its entirety with the
following: 
 “(c) Unsecured Longer-Term Indebtedness, so long as (x) no Default exists at the time of the incurrence thereof (or
immediately after the incurrence thereof) and (y) 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), (e) and (f) and within five Business Days after the date of such incurrence the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such effect;”. 







 (b) Section 6.07(f) of the Credit Agreement is hereby deleted and replaced in its entirety
with the following: 
 “(f) Unsecured Indebtedness Test. After the Effective Date, at any time when Obligor’s Net Worth is
less than $175,000,000, unsecured Indebtedness of the Borrower and its Subsidiaries (other than SBIC Subsidiaries) shall not exceed $50,000,000.” 

(c) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause
(d) thereof, (ii) replacing the period at the end of clause (e) thereof with “; and” and (iii) adding the following clause (f) immediately after clause (e) thereof: 

“(f) the Borrower may make Restricted Payments to repurchase or redeem Equity Interests of the Borrower up to an aggregate amount equal to
$10,000,000 during such period, so long as on the date of such Restricted Payment and after giving effect thereto: 
 (1) no Default shall
have occurred and be continuing; 
 (2) (x) the Covered Debt Amount does not exceed 80% of the Borrowing Base on the date of such
Restricted Payment and after giving effect thereto, and (y) the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as of such date demonstrating compliance with the foregoing; and 

(3) prior to and immediately after giving effect to such Restricted Payment, the Borrower is in pro forma compliance with each of the covenants
set forth in Sections 6.07(a), (b), (d), (e) and (f) after giving effect to such Restricted Payment and on the date of such Restricted Payment, the Borrower delivers to the Administrative Agent a certificate of a Financial Officer to such
effect; 
 provided; that such Equity Interests of the Borrower must be repurchased or redeemed at a price less than such Equity
Interests’ net asset value as of the date of such Restricted Payment.” 
 SECTION II   MISCELLANEOUS 

2.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date (the “First Amendment Effective
Date”) on which the Borrower and the Subsidiary Guarantor 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) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably
satisfactory to the Administrative Agent in form and substance: 
 (1) Executed Counterparts: 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 







 (2) Corporate Documents. True and complete resolutions of the Board of Directors 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 First Amendment Effective Date, certified as of the
First Amendment Effective Date by its secretary or an assistant secretary as being are in full force and effect without modification or amendment. 

(3) Other Documents. The Administrative Agent shall have received such other documents, instruments, certificates, opinions and
information as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent. 
 2.2. 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 First Amendment Effective Date and after giving effect to
this Amendment: 
 (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 terms. 
 (b) The representations and warranties set forth in the Credit Agreement as amended by
this Amendment 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 is all respects) on and as of the First Amendment Effective Date 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 First
Amendment Effective Date. 
 (c) No Default or Event of Default has occurred or is continuing under the Credit Agreement. 

2.3. 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. 
 2.4. 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, (but excluding, for the avoidance of doubt, the
allocated costs of internal counsel). 







 2.5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. 
 2.6. Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement
are hereby incorporated by reference with respect to Section I. 
 2.7. 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 or 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 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. 

2.8. Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary
Guarantor hereby to the extent applicable as of the First Amendment Effective Date (a) consents to this Amendment and the transactions contemplated hereby, (b) agrees that the Guarantee and Security Agreement and each of the other Security
Documents is in full force and effect, (c) 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 (d) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured
Obligations. 
 [Signature pages follow] 







 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. 
  

			
	 FIDUS INVESTMENT CORPORATION,

as Borrower

		
	By:	 	 /s/ Shelby Sherard

		 	Name: Shelby Sherard
		 	Title: Chief Financial Officer and Secretary
	
	 FIDUS INVESTMENT HOLDINGS, INC.,

as Subsidiary Guarantor

		
	By:	 	 /s/ Shelby Sherard

		 	Name: Shelby Sherard
		 	Title: Secretary









 
			
	ING CAPITAL LLC, as Administrative Agent and a Lender
		
	By:	 	 /s/ Patrick Frisch

		 	Name: Patrick Frisch
		 	Title: Managing Director
		
	By:	 	 /s/ Kunduck Moon

		 	Name: Kunduck Moon
		 	Title: Managing Director