CION Investment : 8K-Fifth Amendment to Loan and Security Agreement with JPMorgan Chase Bank – Marketscreener.com

Date: 07/18/2024 12:11 PM

Toppan Merrill

Project: 24-19565-1 Form Type: 8-K

Client: 24-19565-1_CION Investment Corporation_8-K

File: tm2419565d1_8k.htm Type: 8-KPg: 1 of 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2024 (July 15, 2024)

CON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

000-54755

45-3058280

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

100 Park Avenue,

25th Floor

New York, New

York 10017

(Address of Principal Executive Offices)

(212)

418-4700

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

CION

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Date: 07/18/2024 12:11 PM

Toppan Merrill

Project: 24-19565-1 Form Type: 8-K

Client: 24-19565-1_CION Investment Corporation_8-K

File: tm2419565d1_8k.htm Type: 8-KPg: 2 of 3

Item 1.01. Entry Into a Material Definitive Agreement.

On July 15, 2024, 34th Street Funding, LLC ("34th Street"), a wholly-owned, special purpose financing subsidiary of CON Investment Corporation ("CION"), entered into a Fifth Amendment to Third Amended and Restated Loan and Security Agreement (the "Fifth Amendment") with JPMorgan Chase Bank, National Association ("JPM"), as lender and administrative agent, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as securities intermediary, and CION Investment Management, LLC, CION's investment adviser, as portfolio manager.

Advances to 34th Street remain unchanged of up to $675,000,000 but under the Fifth Amendment, the credit spread on the floating interest rate

payable by 34th Street on all such advances was reduced from the three-month Secured Overnight Financing Rate ("SOFR") plus a credit spread of 3.20% per year to SOFR plus a credit spread of 2.55% per year. Also under the Fifth Amendment, the reinvestment period was extended from July 15, 2024 to June 15, 2026 and the maturity date was extended from May 15, 2025 to June 15, 2027.

34th Street incurred certain customary costs and expenses in connection with the Fifth Amendment and will pay an annual administrative fee of 0.20% on JPM's total financing commitment. No other material terms of the JPM credit facility were revised in connection with the Fifth Amendment.

The foregoing description of the Fifth Amendment as set forth in this Item 1.01 is a summary only and is qualified in all respects by the provisions of such agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Fifth Amendment to Third Amended and Restated Loan and Security Agreement, dated as of July 15, 2024, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S. Bank Trust Company, National Association, U.S. Bank National Association and

CION Investment Management, LLC.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: 07/18/2024 12:11 PM

Toppan Merrill

Project: 24-19565-1 Form Type: 8-K

Client: 24-19565-1_CION Investment Corporation_8-K

File: tm2419565d1_8k.htm Type: 8-KPg: 3 of 3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CON Investment Corporation

Date: July 18, 2024

By: /s/ Michael A. Reisner

Co-

Chief Executive Officer

Date: 07/18/2024 12:11 PM

Toppan Merrill

Project: 24-19565-1 Form Type: 8-K

Client: 24-19565-1_CION Investment Corporation_8-K

File: tm2419565d1_ex10-1.htmType: EX-10.1Pg: 1 of 128

Exhibit 10.1

Execution Version

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT

This Fifth Amendment to the Third Amended and Restated Loan Agreement (this "Amendment"), dated as of July 15, 2024, is entered into by and among 34TH STREET FUNDING, LLC (the "Company"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as lender (the "Lender") and administrative agent (the "Administrative Agent"), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. Bank National Association, as collateral agent (in such capacity, the "Collateral Agent") and collateral administrator (in such capacity, the "Collateral Administrator"); U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (in such capacity, the "Securities Intermediary") and CON INVESTMENT MANAGEMENT, LLC, as portfolio manager (the "Portfolio Manager"). Reference is hereby made to the Third Amended and Restated Loan Agreement, dated as of February 26, 2021 (as amended by the First Amendment, dated as of March 28, 2022, as amended by the Second Amendment, dated as of May 15, 2023, as amended by the Third Amendment, dated as of May 14, 2024, and as amended by the Fourth Amendment, dated as of June 17, 2024, the "Loan Agreement"), among the Company, the Lender, the Administrative Agent, the Collateral Agent, the Securities Intermediary, the Portfolio Manager and the Collateral Administrator. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Loan Agreement.

WHEREAS, the parties hereto are parties to the Loan Agreement;

WHEREAS, the parties hereto desire to amend the terms of the Loan Agreement in accordance with Section 10.05 thereof as provided for herein;

and

ACCORDINGLY, the Loan Agreement is hereby amended as follows:

SECTION 1.AMENDMENTS TO THE LOAN AGREEMENT.

The Loan Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlinedtext) as set forth on the pages of the Loan Agreement attached as Exhibit Ahereto. Exhibit Ahereto constitutes a conformed copy of the Loan Agreement.

SECTION 2.MISCELLANEOUS.

(a)The parties hereto hereby agree that, except as specifically amended herein, the Loan Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto under the Loan Agreement, or constitute a waiver of any provision of any other agreement.

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

(c)This Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

1

Date: 07/18/2024 12:11 PM

Toppan Merrill

Project: 24-19565-1 Form Type: 8-K

Client: 24-19565-1_CION Investment Corporation_8-K

File: tm2419565d1_ex10-1.htmType: EX-10.1Pg: 2 of 128

(d)This Amendment shall be effective as of the date of this Amendment first written above.

(e)The Collateral Agent, Collateral Administrator and Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, and the Collateral Agent, Collateral Administrator and Securities Intermediary shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, Collateral Administrator and Securities Intermediary shall be entitled to the benefit of every provision of the Loan Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, Collateral Administrator and Securities Intermediary, including their right to be compensated, reimbursed and indemnified, whether or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent, Collateral Administrator and Securities Intermediary to execute this Amendment.

(f)(i) Each of the Portfolio Manager and the Company hereby certifies (solely as to itself) that all of its representations and warranties set forth in Section 6.01 of the Agreement are true and correct (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct in all material respects), in each case on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct in all material respects) as of such earlier date and (ii) the Company hereby certifies that, as of the date hereof, no Event of Default has occurred and is continuing, no Market Value Event has occurred and the Borrowing Base Test is satisfied.

SECTION 3.CONDITIONS TO EFFECTIVENESS.

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CION Investment : 8K-Fifth Amendment to Loan and Security Agreement with JPMorgan Chase Bank - Marketscreener.com