SARATOGA INVESTMENT CORP. (a Maryland corporation) AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit (h)(4)

SARATOGA INVESTMENT CORP.

(a Maryland corporation)

AMENDMENT NO. 2 TO

EQUITY DISTRIBUTION AGREEMENT

January 11, 2018

Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc.

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BB&T Capital Markets, a division of BB&T Securities, LLC

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▇. ▇▇▇▇▇ FBR, Inc.

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Ladies and Gentlemen:

This Amendment No. 2, dated January 11, 2018 (the “Amendment”), is to the Equity Distribution Agreement, dated March 16, 2017, as amended by Amendment No. 1 thereto (the “Equity Distribution Agreement”), by and among Saratoga Investment Corp., a Maryland corporation (the “Company”), Saratoga Investments Advisors, LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. (“Ladenburg”), BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T Capital Markets”), and ▇. ▇▇▇▇▇ FBR, Inc. (“FBR”, together with Ladenburg and BB&T Capital Markets, the “Agents”).

WHEREAS, the Company, the Adviser, Ladenburg, BB&T Capital Markets and FBR desire to amend the Equity Distribution Agreement to amend the Agents’ compensation:

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:

Compensation. Exhibit C to the Equity Distribution Agreement is replaced with the following information:

The Agents shall be paid compensation up to 4% of the gross sales price of Shares sold pursuant to the terms of this Agreement.

No Other Amendments; Consent. Except as set forth above, no other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all Exhibits thereto, unaffected by this Amendment shall remain in full force and effect.

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Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Equity Distribution Agreement.

Execution of Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Signature Page Follows.]

 

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If the foregoing is in accordance with your understanding of our agreement, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Adviser and the Agents.

 

 

CONFIRMED AND ACCEPTED, as of

the date first above written:

 

LADENBURG ▇▇▇▇▇▇▇▇ & CO. INC.

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		Head of Capital Markets

 

BB&T CAPITAL MARKETS, A DIVISION OF BB&T SECURITIES, LLC

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Managing Director and Head of Corporate Equity Services

 

▇. ▇▇▇▇▇ FBR, INC.

By:		/s/ ▇▇▇▇ ▇▇▇▇▇

Name:		▇▇▇▇ ▇▇▇▇▇
Title:		Managing Director

 

 

[Signature page to Amendment No. 2 to Equity Distribution Agreement]