Exhibit 10.1
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
This SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of March 14,
2019 (this "Amendment"), among Flatiron Funding II, LLC, as borrower (the
"Borrower"), the Lenders (as defined below) party hereto, Citibank, N.A., as
administrative agent (the "Administrative Agent"), CION Investment Corporation,
as equityholder (the "Equityholder"), CION Investment Management, LLC, as
collateral manager (in such capacity, the "Collateral Manager"), and U.S. Bank
National Association, as collateral agent (in such capacity, the "Collateral
Agent"), as custodian (in such capacity, the "Custodian") and as collateral
administrator (in such capacity, the "Collateral Administrator").
WHEREAS, the Borrower, Collateral Manager, the Administrative Agent, the
Equityholder, the Collateral Agent, the Custodian, the Collateral Administrator,
and the financial institutions from time to time party thereto as lenders (the
"Lenders") are parties to the Credit and Security Agreement, dated as of March
29, 2017 (as amended and in effect immediately prior to the effectiveness of
this Amendment, the "Existing Credit Agreement", and as amended by this
Amendment and as may be further amended, supplemented or otherwise modified and
in effect from time to time, the "Amended Credit Agreement"; except as otherwise
defined in this Amendment, terms defined in the Amended Credit Agreement are
used herein as defined therein).
WHEREAS, the Borrower and the Collateral Manager request that the Existing
Credit Agreement be amended upon and subject to the terms and conditions set
forth in this Amendment.
WHEREAS, these recitals shall be construed as part of this Amendment.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Amendments to the Existing Credit Agreement. From and after the
Second Amendment Effective Date (as defined below), the Existing Credit
Agreement shall be amended as follows:
(a)
References Generally. References in the Existing Credit Agreement
(including references to the Existing Credit Agreement as amended hereby) to
"this Agreement" (and indirect references such as "hereunder", "hereby",
"herein" and "hereof") and each reference to the Existing Credit Agreement in
the other Facility Documents (and indirect references such as "thereunder",
"thereby", "therein" and "thereof") shall be deemed to be references to the
Existing Credit Agreement as amended hereby.
(b)
Amendments to the Existing Credit Agreement. The Existing Credit
Agreement is hereby amended to delete the bold, stricken text (indicated
textually in the same manner as the following example: stricken text) and to add
the bold, double-underlined text (indicated textually in the same manner as the
following example: double-underlined text) as set forth in the pages of the
Amended Credit Agreement attached as Exhibit A hereto.
Section 2. Representations and Warranties of the Borrower and Collateral
Manager. The Borrower and the Collateral Manager represent and warrant to the
Administrative Agent, the Lenders, the Collateral Agent, the Collateral
Administrator and the Custodian that as of the Second Amendment Effective Date:
(a)
each of the representations and warranties set forth in the Amended
Credit Agreement and in