FOURTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the “Agreement”), effective as of June 3, 2016 (the “Effective Date”), 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 000 Xxxxxxxxx Xxxxxx, 0^xx Xxxxx, Xxxxxxxxx, XX 00000 (the “Borrower”).

W I T N E S S E T H:

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; and

WHEREAS, the Borrower has a New Subsidiary, FC Shale, Inc., a Delaware corporation (“FCSH”), that is, contemporaneously herewith, becoming a Guarantor.

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

“Revolving Commitment” means $5,000,000.

“Revolving Loan Termination Date” means October 3, 2016.

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

8.1 Financial Covenants.

(a) 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.

(b) Between June 3, 2016 and the Revolving Loan Termination Date (the “Extension Period”), in no event shall the Borrower pay any dividends, or make distributions, redemptions or other acquisitions of securities or other equity interests in the Borrower that exceed $10,000,000 in the aggregate.

3. Substitute Revolving Note. Concurrently herewith, the Borrower is executing and delivering to Santander Bank, N.A. a substitute Revolving Note in the maximum principal amount of $5,000,000 (the “Santander Substitute Note”) in substitution for, but not in repayment of, the Revolving Note dated November 6, 2013 in the maximum principal amount of $30,000,000 previously issued to Santander Bank, N.A. (the “Prior Santander Note”). The execution and delivery by the Borrower of the Santander Substitute Note pursuant to the provisions hereof shall not constitute a refinancing, repayment, accord and satisfaction or novation of the Prior Santander Note or the indebtedness evidenced thereby. The Agent shall promptly return the Prior Santander Note to Borrower marked “cancelled.”

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

5. Other Deliverables. Concurrently herewith, FCSH is executing and delivering to the Agent and the Lenders a Joinder to the Guarantor Security Agreement and a Joinder to the Guarantor Pledge Agreement. FCSH shall also deliver to the Agent a UCC-1 financing statement covering all assets and properties of FCSH to be filed in the Office of the Secretary of State of Delaware naming Agent as the secured party. The parties agree that on before June 10, 2016, FCSH shall deliver to Agent a certificate of a Senior Officer of FCHS as to (i) resolutions authorizing entry into, execution, delivery and performance of its obligations under the Credit Agreement and the other Loan Documents to which it is a party, (ii) the incumbency and signatures of the managers or officers authorized to execute on its behalf the Loan Documents to which it is a party, (iii) its certificate of incorporation and by-laws, and (iv) a certificate of the appropriate Governmental Authority official as of a recent date, as to the good standing of FCSH in the state of its formation and each other state where it is qualified to do business as a foreign entity.

6. 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.

7. 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.

(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.

8. 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.

9. Amendment Fees. Upon the execution and delivery of this Agreement and as a condition to its effectiveness, the Borrower shall pay to the Agent for the ratable benefit of the Lenders (i) a closing fee in the amount of $20,000, and (ii) an administrative fee in the amount of $30,000, both of which shall be fully-earned when paid and not subject to rebate or refund for any reason whatsoever.

10. 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.

11. 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.

12. 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]

[Signature page to Fourth 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:	000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
	Xxxxxxxxx, XX 00000
	Attention: Xxxx X. Xxxxxx
	Telephone: (000) 000-0000
	Telecopy: (000) 000-0000
	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:	00 Xxxx 00xx Xxxxxx
	Xxx Xxxx, XX 00000
Amount of Revolving Commitment:	$5,000,000.00
Percentage of Revolving Commitment:	100%