SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

Exhibit 10.1

EXECUTION COPY

AGREEMENT

This SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT, dated as of April 30, 2025 (this “Amendment”), by and among MAIN

STREET CAPITAL CORPORATION, a Maryland corporation (the “Borrower”), solely with

respect to Section 9, the GUARANTORS party hereto, the LENDERS party hereto (the “Lenders”)

and TRUIST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S:

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the

lenders party thereto have entered into that certain Third Amended and Restated Credit Agreement

dated as of June 5, 2018 (as amended by that certain First Amendment to Third Amended and

Restated Credit Agreement, dated as of May 28, 2020, that certain Omnibus Amendment No. 1,

dated as of April 7, 2021, that certain Third Amendment to Third Amended and Restated Credit

Agreement, dated as of August 4, 2022, that certain Fourth Amendment to Third Amended and

Restated Credit Agreement, dated as of December 22, 2022, that certain Fifth Amendment to Third

Amended and Restated Credit Agreement, dated as of May 26, 2024, and that certain Sixth

Amendment to Third Amended and Restated Credit Agreement, dated as of June 27, 2024, the

“Existing Credit Agreement”, and, as amended by this Amendment, the “Credit Agreement”).

Capitalized terms used in this Amendment that are not otherwise defined in this Amendment shall

have the respective meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the

Lenders amend the Existing Credit Agreement. Pursuant to and in accordance with Section 9.05

of the Existing Credit Agreement, the Lenders, the Administrative Agent and the Borrower desire

to amend the Existing Credit Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises

contained herein and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders,

intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals. The recitals (the “Recitals”) are incorporated herein by

reference and shall be deemed to be a part of this Amendment.

SECTION 2. Amendment to Existing Credit Agreement.

(a)

Subject to the occurrence of the Effective Date (as hereinafter defined), the

parties hereto hereby agree that the Existing Credit Agreement (excluding the Schedules and

Exhibits thereto) is amended to delete the stricken text (indicated textually in the same manner as

the following example: stricken text) and to add the double-underlined text (indicated textually in

the same manner as the following example: double-underlined text) as set forth in the pages

attached as Exhibit A hereto.

(b)

Schedule 2.01 to the Credit Agreement is amended and restated in its

entirety in the form of Exhibit B hereto.

SECTION 3. Reallocation.

SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment

and the obligations of the Lenders hereunder shall occur on such date (the “Effective Date”) that

the following conditions have been satisfied or waived:

(a)

The Borrower shall have delivered to the Administrative Agent the

following, in form and substance reasonably satisfactory to the Administrative Agent:

(i)

from each party hereto either (A) a counterpart of this Amendment signed

on behalf of such party or (B) written evidence satisfactory to the Administrative Agent

(a)

In connection with the increase of the Revolver Commitments of certain

Existing Lenders on the Effective Date, the Borrower shall (i) prepay, or cause to be prepaid, the

Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment

and (ii) simultaneously borrow new Advances in an amount equal to such prepayment (plus the

amount of any additional borrowings that may have been requested by the Borrower at such time);

provided that with respect to subclauses (i) and (ii), (x) the prepayment to, and borrowing from,

any Lender with a Revolver Commitment under the Existing Credit Agreement immediately prior

to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that

any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from

such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in

a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Advances

are held ratably by the Lenders in accordance with the respective Revolver Commitments

immediately after giving effect to this Amendment, which, for the purposes of the Credit

Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite

such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby. Each of the

Lenders hereby consents to the non-pro rata payment described in this Section 3(a).

Notwithstanding anything to the contrary contained in the Credit Agreement, as amended hereby,

the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable

pursuant to Section 8.05 of the Credit Agreement, as amended hereby, as a result of the prepayment

and borrowing on the Effective Date contemplated by this Section 3(a).

(b) Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor

the Administrative Agent has made any representations or warranties or assumed any

responsibility with respect to (A) any statements, warranties or representations made in or in

connection with the Credit Agreement, as amended hereby, or the execution, legality, validity,

enforceability, genuineness or sufficiency of the Credit Agreement, as amended hereby, the

Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Loan

Party or the performance by any Loan Party of its obligations hereunder or under any other Loan

Document; (ii) it has received such information as it has deemed appropriate to make its own credit

analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its

own credit decisions in taking or not taking action under this Amendment, independently and

without reliance upon the Administrative Agent or any other Lender.

(which may include telecopy transmission of a signed signature page to this Amendment)

that such party has signed a counterpart of this Amendment;

(iii)

an opinion of counsel to the Borrower, dated as of the date hereof, in a form

satisfactory to Administrative Agent and covering such matters relating to the transactions

contemplated hereby as the Administrative Agent may reasonably request; and

(iv)

such other documents or items that the Administrative Agent, the Lenders

or their counsel may reasonably request.

(b)

The Borrower shall have paid (i) to the Administrative Agent, upon

application with appropriate documentation, all reasonable and documented out-of-pocket costs

and expenses of the Administrative Agent, including reasonable and documented out-of-pocket

fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection

with this Amendment and the transactions contemplated herein, in each case, to the extent required

by and subject to the terms and limitations of Section 9.03 of the Credit Agreement and (ii) to the

Administrative Agent any fees due and owing by the Borrower to the Lenders and Administrative

Agent as of the date hereof.

(ii) a certificate of the Secretary or Assistant Secretary of the Borrower

(a)certifying to and attaching (A) the Borrower’s Organizational Documents, (B) the

▇▇▇▇▇▇▇▇’s Operating Documents and (C) the resolutions adopted by the board of directors

(or similar governing body) of the Borrower approving or consenting to this Amendment,

(b)certifying as to the names, true signatures and incumbency of the officer or

officers of the Borrower, authorized to execute and deliver this Amendment and any

other, agreements, instruments and documents delivered in connection herewith on behalf

the Borrower, and (c) attaching a certificate of the Secretary of State (or equivalent body)

of the Borrower’s state of organization as to the good standing or existence of the

Borrower;

SECTION 5. No Other Amendment. Except for the amendments set forth in this

Amendment, the text of the Existing Credit Agreement shall remain unchanged and in full force

and effect. On and after the Effective Date, all references to the Credit Agreement in each of the

Loan Documents shall hereafter mean the Existing Credit Agreement as amended by this

Amendment. It is the intention of each of the parties hereto that the Existing Credit Agreement be

amended hereunder so as to preserve the perfection and priority of all Liens securing the

“Obligations” under the Loan Documents and that all “Obligations” of the Borrower under the

Existing Credit Agreement shall continue to be secured by Liens evidenced under the Collateral

Documents, and this Amendment is not intended to effect, nor shall it be construed as, a novation.

The Existing Credit Agreement and this Amendment shall be construed together as a single

agreement. This Amendment shall constitute a Loan Document under the terms of the Credit

Agreement. The Lenders and the Administrative Agent do hereby reserve all of their rights and

remedies against all parties who may be or may hereafter become secondarily liable for the

repayment of the Obligations. The Borrower promises and agrees to perform all of the

requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as

heretofore and hereby amended, and the other Collateral Documents and the other Loan

Documents being hereby ratified and affirmed. The Borrower hereby expressly agrees that the

Credit Agreement, as heretofore and hereby amended, the Collateral Documents and the other

Loan Documents are in full force and effect.

SECTION 6. Representations and Warranties. The Borrower hereby represents

and warrants to the Administrative Agent and each of the Lenders as follows:

(a)

No Default or Event of Default has occurred and is continuing on the date

hereof immediately before giving effect to this Amendment, or shall immediately result therefrom.

(b)

The Borrower has the power and authority to enter into this Amendment

and to do all such acts and things as are required or contemplated hereunder or thereunder to be

done, observed and performed by it.

authorized by all necessary Organizational Action of the Borrower and this Amendment

constitutes a valid and binding agreement of the Borrower enforceable against it in accordance

with its terms, provided that the enforceability hereof is subject in each case to general principles

of equity (regardless of whether such enforceability is considered in a proceeding in equity or at

law) and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights

generally.

(d) The execution and delivery of this Amendment and the performance by the

Borrower hereunder requires no action by or in respect of, or filing with, any Governmental

Authority that has not been obtained or made when required, and do not contravene, or constitute

a default under, any provision of applicable law or regulation or of the Organizational Documents

and Operating Documents of the Borrower or of any agreement, judgment, injunction, order,

decree or other instrument binding upon the Borrower.

(e)

The representations and warranties of the Borrower as set forth in the Loan

Documents, as applicable, are true and correct in all material respects (except those representations

and warranties qualified by materiality or by reference to a material adverse effect, which are true

and correct in all respects) on and as of the date hereof as though made on and as of the date hereof

(unless such representations and warranties specifically refer to a previous day, in which case, they

shall be complete and correct in all material respects (or, with respect to such representations or

warranties qualified by materiality or by reference to a material adverse effect, complete and

correct in all respects) on and as of such previous day).

SECTION 7. Counterparts; Governing Law. This Amendment may be executed

in counterparts (and by different parties hereto in different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a single contract.

Delivery of an executed counterpart of a signature page of this Amendment by facsimile shall be

effective as delivery of a manually executed counterpart of this Agreement. The words

“execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic

signatures or the keeping of records in electronic form, each of which shall be of the same legal

effect, validity or enforceability as a manually executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York

State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act. This Amendment shall be construed in accordance with and governed

by the law of the State of New York.

SECTION 8. Amendment. This Amendment may not be amended or modified

without the written consent of the Lenders required under Section 9.05 of the Credit Agreement

and the Administrative Agent.

SECTION 9. Consent by Guarantors. The Guarantors consent to the foregoing

amendments. The Guarantors promise and agree to perform all of the requirements, conditions,

agreements and obligations under the terms of the Existing Credit Agreement, as hereby amended,

the Collateral Documents and the other Loan Documents to which they are party, said Existing

Credit Agreement, as hereby amended, the Collateral Documents and such other Loan Documents

being hereby ratified and affirmed. The Guarantors hereby expressly agree that the Existing Credit

Agreement, as hereby amended, the Collateral Documents and the other Loan Documents are in

full force and effect.

SECTION 10. Severability. In case any one or more of the provisions contained in

this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein shall not in any way be affected

or impaired thereby and shall be enforced to the greatest extent permitted by law.

SECTION 11. Notices. All notices, requests and other communications to any

party to the Loan Documents, as amended hereby, shall be given in accordance with the terms of

Section 9.01 of the Credit Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused

their respective duly authorized officers and representatives to execute and deliver, this

Amendment as of the day and year first above written.

MAIN STREET CAPITAL CORPORATION, as

Borrower

By:

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇

TRUIST BANK,

as Administrative Agent and a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇

Title: Managing Director

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇

THE HUNTINGTON NATIONAL BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Authorized Signer

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

BANK OZK,

as a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Director Portfolio Management — CIB

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

SUMITOMO MITSUI BANKING

CORPORATION,

as a Lender

By:

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Managing Director

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇ BANK,

as a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

CADENCE BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

ROYAL BANK OF CANADA,

as a Lender

By:

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇

Title: Authorized Signatory

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇

ZIONS BANCORPORATION, N.A. dba

AMEGY BANK,

as a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK,

as a Lender

By:

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

TEXAS CAPITAL BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

TRUSTMARK NATIONAL BANK, NA

as a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

VERITEX COMMUNITY BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Director, Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

BOKF, NA DBA BANK OF TEXAS,

as a Lender

By:

Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

COMERICA BANK,

as a Lender

By:

Name: ▇▇▇▇ ▇▇▇▇▇▇▇

Title: Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

FIRST-CITIZENS BANK & TRUST

COMPANY,

as a Lender

By:

Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Director

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

CITY NATIONAL BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

WOODFOREST NATIONAL BANK,

as a Lender

By:

Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Senior Vice President

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

FIRST NATIONAL BANK OF

PENNSYLVANIA, as a Lender

By:

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title: VP Commercial Banker

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Acknowledged and ▇▇▇▇▇▇, solely with respect to

Section 9:

GUARANTORS:

MAIN STREET CAPITAL PARTNERS, LLC

By:

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer and Treasurer

MAIN STREET EQUITY INTERESTS, INC.

By:

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer and Treasurer

MAIN STREET CA LENDING, LLC

By:

Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇

Title: Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO SEVENTH AMENDMENT]

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇

EXHIBIT A

Amendments to Existing Credit Agreement

[Attached]

Conformed through SixthSeventh Amendment, dated as of June 27April 30, 20242025

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

June 5, 2018

and

as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as

of May 28, 2020, the Omnibus Amendment No. 1, dated as of April 7, 2021, the Third

Amendment to Third Amended and Restated Credit Agreement, dated as of August 4, 2022, the

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of December

22, 2022, the Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of

May 26, 2024 and, the Sixth Amendment to Third Amended and Restated Credit Agreement,

dated as of June 27, 2024 and the Seventh Amendment to Third Amended and Restated Credit

Agreement, dated as of April 30, 2025

among

MAIN STREET CAPITAL CORPORATION

as Borrower,

the Guarantors Party Hereto,

the Lenders Party Hereto

and

TRUIST BANK (as successor by merger to Branch Banking and Trust Company),

as Administrative Agent

TRUIST SECURITIES, INC. (as successor by merger to BB&T Capital Markets),

as Lead Book Runner

780505414 21672061

780505414

TRUIST SECURITIES, INC. (as successor by merger to BB&T Capital Markets),

BANK OZK

ROYAL BANK OF CANADA

THE HUNTINGTON NATIONAL BANK and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers

DOCVARIABLE #DNDocID \* MERGEFORMAT 767077577.

780505414 21672061

780505414

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS1

Definitions1

Accounting Terms and Determinations63

Use of Defined Terms63

Terms Generally 6364

Amendment and Restatement of Existing Credit Agreement64

Divisions64

Rates6465

ARTICLE II THE CREDIT65

ARTICLE III CONDITIONS TO BORROWINGS95

SECTION 3.01.

Conditions to Closing and First Borrowing95

780505414 21672061780505414

-i-

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

SECTION 1.05.

SECTION 1.06.

SECTION 1.07.

SECTION 1.08.

Currencies; Currency Equivalents

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 2.15.

SECTION 2.16.

Commitments to Make Advances65

Method of Borrowing Advances66

Continuation and Conversion Elections68

Letters of Credit68

Repayments of Advances 7374

Interest Rates75

Fees. 7778

Optional Termination or Reduction of Commitments 7879

Scheduled Termination of Commitments 7980

Optional Prepayments80

Mandatory Prepayments. 8081

General Provisions as to Payments84

Computation of Interest and Fees 8990

Increase in Commitments90

Extension Options9293

Reallocation Following a Non-Extended Commitment

Termination Date.

TABLE OF CONTENTS

(continued)

Page

SECTION 3.02.

Conditions to All Credit Extensions97

ARTICLE IV REPRESENTATIONS AND WARRANTIES98

SECTION 4.01.

SECTION 4.02.

780505414 21672061780505414

-ii-

Existence and Power98

Organizational and Governmental Authorization; No

Contravention98

Binding Effect 9899

Financial Information. 9899

Litigation99

Compliance with ERISA99

Payment of Taxes 99100

Subsidiaries 99100

Investment Company Act, Etc100

All Consents Required100

Ownership of Property; Liens100

No Default 100101

[Intentionally Omitted]. 100101

Environmental Matters. 100101

Compliance with Laws101

Capital Securities101

Margin Stock 101102

Insolvency 101102

Collateral Documents102

Labor Matters102

Patents, Trademarks, Etc 102103

Insurance 102103

Anti-Terrorism Laws103

Ownership Structure103

Reports Accurate; Disclosure103

[Intentionally Omitted].103104

Affiliate Transactions103104

SECTION 4.03.

SECTION 4.04.

SECTION 4.05.

SECTION 4.06.

SECTION 4.07.

SECTION 4.08.

SECTION 4.09.

SECTION 4.10.

SECTION 4.11.

SECTION 4.12.

SECTION 4.13.

SECTION 4.14.

SECTION 4.15.

SECTION 4.16.

SECTION 4.17.

SECTION 4.18.

SECTION 4.19.

SECTION 4.20.

SECTION 4.21.

SECTION 4.22.

SECTION 4.23.

SECTION 4.24.

SECTION 4.25..

SECTION 4.26.

SECTION 4.27.

TABLE OF CONTENTS

(continued)

Page

Portfolio Investments106

ARTICLE V COVENANTS106107

SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

Information106107

Inspection of Property, Books and Records108109

Maintenance of RIC Status and Business Development

Company 109110

Minimum Liquidity 109110

Minimum Borrower Asset Coverage Ratio 109110

Sale/Leasebacks 109110

Minimum Consolidated Tangible Net Worth 109110

Acquisitions110

Interest Coverage Ratio110

Asset Coverage Ratio110

Loans or Advances110

Restricted Payments 110111

Investments111

Negative Pledge 111112

Maintenance of Existence, etc 113114

Dissolution114

Consolidations, Mergers and Sales of Assets114

SECTION

SECTION 5.08.

SECTION 5.09.

SECTION 5.10.

SECTION 5.11.

SECTION 5.12.

SECTION 5.13.

SECTION 5.14.

SECTION 5.15.

SECTION 5.16.

SECTION 5.17.

780505414 21672061780505414

-iii-

SECTION 4.28.

SECTION 4.29.

SECTION 4.30.

SECTION 4.31.

SECTION 4.32.

SECTION 4.33.

SECTION 4.34.

SECTION 4.35.

SECTION 4.36.

SECTION 4.37.

SECTION 4.38.

Broker’s Fees104

Survival of Representations and Warranties, Etc104

Loans and Investments104

[Intentionally Omitted] 104105

USA Patriot Act; OFAC; Anti-Corruption Laws. 104105

Material Contract105

Collateral-Mortgaged Properties105106

Mortgaged Properties 105106

Common Enterprise 105106

Investment Policies

106

5.04.

5.05.

5.06.

5.07.

TABLE OF CONTENTS

(continued)

Page

SECTION 5.18.

SECTION

5.19.

5.20.

5.21.

SECTION 5.22.

SECTION 5.23.

SECTION 5.24.

SECTION

SECTION 5.28.

SECTION 5.29.

SECTION 5.30.

SECTION 5.31.

SECTION 5.32.

SECTION 5.33.

SECTION 5.34.

SECTION 5.35.

SECTION 5.36.

SECTION 5.37.

SECTION 5.38.

780505414 21672061780505414

-iv-

Use of Proceeds115

Compliance with Laws; Payment of Taxes 115116

Insurance 115116

Change in Fiscal Year 115116

Maintenance of Property116

Environmental Notices116

Environmental Matters116

Environmental Release 116117

[Intentionally Omitted]. 116117

Transactions with Affiliates 116117

Joinder of Subsidiaries117

No Restrictive Agreement 118119

Partnerships and Joint Ventures120

Additional Debt120

[Intentionally Omitted]. 122123

Lines of Business 122123

ERISA Exemptions123

Hedge Transactions123

[Intentionally Omitted]123

Compliance with Investment Policies123124

Delivery of Collateral to Collateral Custodian 123124

Custody Agreements123124

Prepayment and Amendment of Certain Debt124

5.25.

5.26.

5.27.

SECTION

5.39.

5.40.

5.41.

SECTION 5.42.

ARTICLE VI DEFAULTS125

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.

Events of Default125

Notice of Default129

[Intentionally Omitted]129

Allocation of Proceeds129

TABLE OF CONTENTS

(continued)

Page

ARTICLE VII THE ADMINISTRATIVE AGENT130131

Appointment and Authority 130131

Rights as a Lender 130131

Exculpatory Provisions131

Reliance by Administrative Agent132

Delegation of Duties132

Resignation of Administrative Agent 132133

Non-Reliance on Administrative Agent and Other Lenders 133134

No Other Duties, etc 133134

Other Agents134

Hedging Agreements, Cash Management Services and Bank

Products134

Administrative Agent May File Proofs of Claim 134135

Collateral and Guaranty Matters135

Erroneous Payments136

SECTION

SECTION 7.09.

SECTION 7.10.

SECTION 7.11.

SECTION 7.12.

SECTION 7.13.

ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION139

SECTION 8.01.

SECTION 8.02.

SECTION 8.03.

SECTION 8.04.

Interest Rate Matters139

Illegality142

Increased Cost and Reduced Return.142143

Base Rate Advances Substituted for Affected Term Benchmark

Advances144

Compensation 144145

SECTION 8.05.

ARTICLE IX MISCELLANEOUS145

SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

Notices Generally145

No Waivers 147148

Expenses; Indemnity; Damage Waiver148

Setoffs; Sharing of Set-Offs; Application of Payments;

Replacement of Lenders150

Amendments and Waivers152

Margin Stock Collateral154

Successors and Assigns.154155

SECTION 9.05.

SECTION 9.06.

SECTION 9.07.

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-v-

SECTION 7.01.

SECTION 7.02.

SECTION 7.03.

SECTION 7.04.

SECTION 7.05.

7.06.

7.07.

7.08.

TABLE OF CONTENTS

(continued)

Page

SECTION 9.08.

SECTION 9.09.

SECTION 9.10.

SECTION 9.11.

SECTION 9.12.

SECTION 9.13.

SECTION 9.14.

SECTION 9.15.

SECTION 9.16.

SECTION 9.17.

SECTION 9.18.

Defaulting Lenders159

Confidentiality162

Representation by ▇▇▇▇▇▇▇ 162163

Obligations Several163

Survival of Certain Obligations163

Governing Law163

Severability163

Interest163

Interpretation163164

Counterparts; Integration; Effectiveness; Electronic Execution.163164

Jurisdiction; Waiver of Venue; Service of Process; Waiver of

Jury Trial164

Independence of Covenants165

Concerning Certificates165

Patriot Act Notice165166

No Fiduciary Relationship165166

Acknowledgment and Consent to Bail-In of Affected Financial

Institutions166

Certain ERISA Matters.166167

SECTION 9.19.

SECTION 9.20.

SECTION 9.21.

SECTION 9.22.

SECTION 9.23.

SECTION 9.24.

SECTION 9.25.

ARTICLE X GUARANTY170

SECTION 10.01.

SECTION 10.02.

SECTION 10.03.

SECTION 10.04.

SECTION 10.05.

SECTION 10.06.

SECTION 10.07.

SECTION 10.08.

SECTION 10.09.

Unconditional Guaranty170

Obligations Absolute170

Continuing Obligations; Reinstatement172

Additional Security, Etc173

Information Concerning the Borrower173

Guarantors’ Subordination173

Waiver of Subrogation 173174

Enforcement174

Miscellaneous174

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-vi-

Acknowledgement Regarding Any Supported QFCs 168169

TABLE OF CONTENTS

(continued)

Page

SECTION 10.10.

SECTION 10.11.

Keepwell174

Consent and Reaffirmation174175

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-vii-

Schedules:

Schedule 1.01(a) – Industry Classifications

Schedule 1.01(b) – Mortgaged Property

Schedule 2.01 – Revolver Commitments

Schedule 2.04 – Issuing Bank LC Exposure

Schedule 4.24 – Subsidiaries of Loan Parties

Schedule 4.27 – Affiliate Transactions

Schedule 4.30 – Loans and Investments

Schedule 4.33 – Material Contracts

Schedule 5.14 – Existing Liens

Exhibits:

Exhibit A – Form of Notice of Borrowing

Exhibit B-1 – Form of Revolver Note

Exhibit B-2 – Form of Swing Advance Note

Exhibit C – Form of Notice of Continuation or Conversion

Exhibit D – Form of Borrowing Base Certification Report

Exhibit E – Form of Control Agreement Notice re Amendment and Restatement of Credit

Agreement

Exhibit F – Form of Compliance Certificate

Exhibit G – Form of Joinder and Reaffirmation Agreement

Exhibit H – Form of Assignment and Assumption

Exhibit I – Form of Designation Notice

Exhibit J-1 – Form of U.S. Tax Compliance Certificate

Exhibit J-2 – Form of U.S. Tax Compliance Certificate

Exhibit J-3 – Form of U.S. Tax Compliance Certificate

Exhibit J-4 – Form of U.S. Tax Compliance Certificate

-i-

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

RECITALS

Certain of the parties hereto are parties to a Second Amended and Restated Credit

Agreement dated as of September 27, 2013 by and among the Borrower, the Guarantors party

thereto, Truist Bank (as successor by merger to Branch Banking and Trust Company), as

Administrative Agent and Swingline Lender, and the Lenders party thereto (as amended, the

“Existing Credit Agreement”), and certain other Loan Documents entered into in connection

with (and as defined in) the Existing Credit Agreement (collectively with the Existing Credit

Agreement, as amended, the “Existing Loan Documents”), pursuant to which the Lenders party

thereto provided credit facilities to the Borrower.

The parties wish to enter into this Agreement and the Loan Documents to provide

credit facilities to the Borrower, which shall amend, restate, replace and supersede (but not cause

a novation of) the Existing Credit Agreement and the other Existing Loan Documents and which

hereinafter shall govern the terms and conditions under which the Lenders shall provide senior

revolving credit facilities to the Borrower.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and

covenants contained herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.

Definitions. The terms as defined in this Section 1.01 shall, for all

purposes of this Agreement and any amendment hereto (except as otherwise expressly provided

or unless the context otherwise requires), have the meanings set forth herein:

“Acquisition” means any transaction or series of related transactions (other than a

Portfolio Investment) for the purpose of, or resulting in, directly or indirectly, (a) the acquisition

by the Borrower or any Subsidiary of all or substantially all of the assets of a Person (other than a

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June

5, 2018, as amended by the First Amendment to Third Amended and Restated Credit Agreement,

dated as of May 28, 2020, the Omnibus Amendment No. 1, dated as of April 7, 2021, the Third

Amendment to Third Amended and Restated Credit Agreement dated as of August 4, 2022, the

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of December

22, 2022, the Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of

May 26, 2024 and, the Sixth Amendment to Third Amended and Restated Credit Agreement,

dated as of June 27, 2024 and the Seventh Amendment to Third Amended and Restated Credit

Agreement, dated as of April 30, 2025, among MAIN STREET CAPITAL CORPORATION, a

Maryland corporation, as borrower, the GUARANTORS party hereto, as guarantors, the

LENDERS party hereto and TRUIST BANK (as successor by merger to Branch Banking and

Trust Company), as Administrative Agent.

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Subsidiary) or of any business or division of a Person (other than a Subsidiary), (b) the

acquisition by the Borrower or any Subsidiary of more than 50% of any class of Voting Stock (or

similar ownership interests) of any Person (provided that formation or organization of any

Wholly Owned Subsidiary shall not constitute an “Acquisition” to the extent that the amount of

the Investment in such entity is permitted under Sections 5.08 and 5.12), or (c) a merger,

consolidation, amalgamation or other combination by the Borrower or any Subsidiary with

another Person (other than a Subsidiary) if the Borrower or such Subsidiary is the surviving

entity; provided that in any merger involving the Borrower, the Borrower must be the surviving

entity.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Adjusted Borrowing Base” means, as of any date of determination, the Borrowing Base

minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments

held by the Loan Parties as of such date (provided that Cash Collateral for outstanding Letters of

Credit shall not be treated as a portion of the Portfolio Investments).

“Adjusted Debt Balance” means, as of any date of determination, the Revolving Credit

Exposure as of such date minus the aggregate amount of Cash and Cash Equivalents included in

the Portfolio Investments held by the Loan Parties as of such date (provided that Cash Collateral

for outstanding Letters of Credit shall not be treated as a portion of the Portfolio Investments).

“Administrative Agent” means Truist, in its capacity as administrative agent for the

Lenders, and its successors and permitted assigns in such capacity.

“Administrative Agent’s Account” means the account designated by the Administrative

Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form

supplied by the Administrative Agent.

“Advance Rate” means, as to any Eligible Investment and subject to adjustment as

provided in the definition of Borrowing Base, the following percentages with respect to such

Eligible Investment:

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Portfolio Investment

Advance

Rate

Cash and Cash Equivalents

100%

Eligible Quoted Senior Bank Loan Investments

80%

Eligible Investment Grade Debt Securities

80%

Eligible Core Portfolio Investments

70%

“Advances” means collectively the Revolver Advances and the Swing Advances.

“Advance” means any one of such Advances, as the context may require.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK

Financial Institution.

“Agreement” means this Third Amended and Restated Credit Agreement, together with

all amendments and supplements hereto.

“Applicable Laws” means all international, foreign, Federal, state and local statutes,

treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or

judicial precedents or authorities, including the interpretation or administration thereof by any

Governmental Authority charged with the enforcement, interpretation or administration thereof,

and all applicable administrative orders, directed duties, requests, licenses, authorizations and

permits of, and agreements with, any Governmental Authority, in each case whether or not

having the force of law.

“Applicable Margin” has the meaning set forth in Section 2.06(a).

“Applicable Percentage” means with respect to any Lender, the percentage of the total

Revolver Commitments represented by such ▇▇▇▇▇▇’s Revolver Commitment. If the Revolver

Commitments have terminated or expired, the Applicable Percentages shall be determined based

upon the Revolver Commitments most recently in effect, giving effect to any assignments.

Notwithstanding anything herein to the contrary, after the Non-Extended Commitment

Termination Date for any Non-Extending Lender, the Applicable Percentage of such

Non-Extending Lender shall be 0%.

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Eligible Unquoted Senior Bank Loan

Investments and Eligible Non-Investment

Grade Debt Securities

65%

“Affiliate” of any Person at any time means (i) any other Person which directly, or

indirectly through one or more intermediaries, controls such Person at such time, (ii) any other

Person which directly, or indirectly through one or more intermediaries, is controlled by or is

under common control with such Person at such time, or (iii) any other Person of which such

Person owns, directly or indirectly, 10% or more of the common stock or equivalent equity

interests at such time. As used herein, the term “control” means possession, directly or

indirectly, of the power to direct or cause the direction of the management or policies of a

Person, whether through the ownership of voting securities, by contract or otherwise; provided,

however, “control” shall not include “negative” control or “blocking” rights whereby action

cannot be taken without the vote or consent of any Person. Notwithstanding the foregoing, the

term “Affiliate” shall not include any Person that is an “Affiliate” solely by reason of the

Borrower or any Subsidiary’s investment therein in connection with a Portfolio Investment in the

ordinary course of business and consistent with the Investment Policies.

“Approved Dealer” means a broker-dealer acceptable to the Administrative Agent in its

sole discretion. The Administrative Agent acknowledges and agrees that the following

broker-dealers are acceptable as Approved Dealers: Credit Suisse Group AG, Bank of America,

▇▇▇▇▇ Fargo & Company, Citigroup, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Deutsche Bank AG, UBS AG,

Toronto Dominion Bank, ▇▇▇▇▇▇▇▇▇ Group, Inc., Macquarie Group, Ltd., Barclays PLC, Royal

Bank of Scotland, Bank of New York, Royal Bank of Canada, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and

▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender,

(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or

manages a Lender.

“Approved Pricing Service” means a pricing or quotation service acceptable to the

Administrative Agent in its sole discretion. The Administrative Agent acknowledges and agrees

that the following pricing and quotation services are acceptable as an Approved Pricing Service:

(i) Markit; (ii) Loan Pricing Corporation (LPC); (iii) LoanX, Inc.; and (iv) IDC.

“Approved Third-Party Appraiser” means any independent nationally recognized

third-party appraisal firm engaged by the Borrower or the Administrative Agent, as applicable, as

part of its valuation procedures and reasonably acceptable to the Administrative Agent and the

Borrower, including Deloitte Financial Advisory Services LLP, Duff & ▇▇▇▇▇▇ LLC, ▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital, Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇ and Company, Lincoln International LLC,

Valuation Research Corporation or any other third-party appraisal firm mutually agreed to

between the Borrower and the Administrative Agent.

“Assignment and Assumption” means an assignment and assumption entered into by a

▇▇▇▇▇▇ and an Eligible Assignee (with the consent of any party whose consent is required by

Section 9.07), and accepted by the Administrative Agent, in substantially the form of Exhibit H

or any other form approved by the Administrative Agent and the Borrower.

“Assignment of Mortgage” means, as to each Portfolio Investment secured by an interest

in real property, one or more assignments, notices of transfer or equivalent instruments, each in

recordable form and sufficient under the laws of the relevant jurisdiction to reflect the transfer of

the related mortgage, deed of trust, security deed or similar security instrument and all other

documents related to such Portfolio Investment and, to the extent requested by the

Administrative Agent, to grant a perfected lien thereon by the Borrower in favor of the

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“Asset Coverage Ratio” means, on a consolidated basis for Borrower and its

Consolidated Subsidiaries, the ratio which the value of total assets, less all liabilities and

indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior

Securities representing indebtedness of the Borrower and its Consolidated Subsidiaries (all as

determined pursuant to the Investment Company Act and any no-action letters or orders of the

SEC issued to or with respect to the Borrower or generally to business development companies

thereunder, including, without limitation any exemptive relief granted by the SEC with respect to

the Debt of any joint venture, SPV Subsidiary or SBIC Entity or otherwise (including, for the

avoidance of doubt, any exclusion of such Debt in the foregoing calculation)).

Administrative Agent on behalf of the Secured Parties, each such Assignment of Mortgage to be

in form and substance acceptable to the Administrative Agent.

“Availability” means, on any date of determination, the amount, if any, by which the

lesser of (a) the Borrowing Base and (b) the aggregate Revolver Commitments of all Lenders at

such time exceeds the principal amount of all Advances outstanding at such time.

“Available Liquidity” means one or more of the following: Unrestricted Assets,

Availability or available borrowing capacity under an effective commitment letter or other

written agreement to refinance the applicable Debt.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bailee Agreement” means an agreement in form and substance reasonably acceptable to

the Administrative Agent and executed by a Person (other than an Obligor, a Loan Party or any

of their respective Affiliates) that is in possession of any Collateral pursuant to which such

Person acknowledges the Lien of the Administrative Agent for the benefit of the Secured Parties.

“Bank Products” means any: (1) Hedging Agreements; and (2) other services or facilities

provided to any Loan Party by Truist or any Lender that provides the initial funding of any

Revolver Commitment on the Omnibus Amendment Effective Date, any Person that becomes a

Lender pursuant to an amendment to this Agreement and provides a Revolving Commitment on

the effective date of such amendment or any Additional Lender that provides a Revolving

Commitment on any Commitment Increase Date (but not any assignee of any of the foregoing

Lenders) or any of their respective Affiliates, in each case solely until such Person has assigned

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“Available Tenor” means, as of any date of determination and with respect to the

then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such

Benchmark (or component thereof) that is or may be used for determining the length of an

interest period pursuant to this Agreement or (y) otherwise, any payment period for interest

calculated with reference to such Benchmark (or component thereof) that is or may be used for

determining any frequency of making payments of interest calculated with reference to such

Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the

avoidance of doubt, any tenor for such ▇▇▇▇▇▇▇▇▇ that is then-removed from the definition of

“Interest Period” pursuant to clause (v) of Section 8.01(b).

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the

European Union, the implementing law, regulation, rule or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule and (b)

with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other

financial institutions or their affiliates (other than through liquidation, administration or other

insolvency proceedings).

all of its interests under this Agreement (each, in such capacity, a “Bank Product Bank”) (but

excluding Cash Management Services) with respect to (a) credit cards, (b) purchase cards, (c)

merchant services constituting a line of credit, and (d) leasing.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C.

§§101, et. seq.), as amended from time to time.

“Base Rate” means for any Base Rate Advance for any day, the rate per annum equal to

the highest as of such day of (i) the Prime Rate, (ii) one-half of one percent (0.5%) above the

Federal Funds Rate, (iii) the rate per annum equal to (x) the greater of (1) Term SOFR for an

interest period of one (1) month and (2) zero plus (y) 1.00%, and (iv) zero. For purposes of

determining the Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate

shall be effective on the date of each such change.

“Base Rate Advance” means, with respect to any Advance, such Advance when such

Advance bears or is to bear interest at a rate based upon the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition

of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a

Benchmark Transition Event and its related Benchmark Replacement Date has occurred with

respect to the Term SOFR Reference Rate, then “Benchmark” shall mean the applicable

Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior

benchmark rate pursuant to clause (ii) of Section 8.01(b).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for

any then-current Benchmark, the first alternative set forth in the order below that can be

determined by the Administrative Agent for the applicable Benchmark Replacement Date;

provided, that, other than in the case of the Term SOFR Reference Rate, such alternative shall be

the alternative set forth in clause (2) below:

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(1)the sum of: (a) Daily Simple SOFR and (b) 0.10%; and

(2)the sum of: (a) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower as the replacement for the

then-current Benchmark giving due consideration to (i) any selection or

recommendation of a replacement benchmark rate or the mechanism for

determining such a rate by the Relevant Governmental Body or (ii) any

evolving or then-prevailing market convention for determining a benchmark

rate as a replacement for the then-current Benchmark for U.S. dollar-

denominated syndicated credit facilities at such time and (b) the related

Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less

than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of

this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest

Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment (which may

be a positive or negative value or zero) that has been selected by the Administrative Agent and

the Borrower giving due consideration to (i) any selection or recommendation of a spread

adjustment, or method for calculating or determining such spread adjustment, for the

replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the

Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any

evolving or then-prevailing market convention for determining a spread adjustment, or method

for calculating or determining such spread adjustment, for the replacement of such Benchmark

with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated

credit facilities;

“Benchmark Replacement Date” means (x) with respect to any Benchmark (other than

the Term SOFR Reference Rate), the earliest to occur of the following events with respect to

such then-current Benchmark and (y) with respect to the Term SOFR Reference Rate, a date and

time determined by the Administrative Agent in its reasonable discretion, which date shall be no

later than the earliest to occur of the following events with respect to such then-current

Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the

later of (a) the date of the public statement or publication of information referenced therein; and

(b) the date on which the administrator of such Benchmark (or the published component used in

the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of

such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first

date on which such Benchmark (or the published component used in the calculation thereof) has

been determined and announced by the regulatory supervisor for the administrator of such

Benchmark (or such component thereof) to be non-representative; provided that such

non-representativeness will be determined by reference to the most recent statement or

publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or

such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have

occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of

the applicable event or events set forth therein with respect to all then-current Available Tenors

of such Benchmark (or the published component used in the calculation thereof).

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“Benchmark Transition Event” means the occurrence of one or more of the following

events with respect to the then-current Benchmark:

(1)

a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such administrator has ceased or will cease to provide all Available Tenors of

such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the

time of such statement or publication, there is no successor administrator that will continue to

provide any Available Tenor of such Benchmark (or such component thereof);

(2)

a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation

thereof), including the Federal Reserve Board or the Federal Reserve Bank of New York, as

applicable, an insolvency official with jurisdiction over the administrator for such Benchmark (or

such component), a resolution authority with jurisdiction over the administrator for such

Benchmark (or such component) or a court or an entity with similar insolvency or resolution

authority over the administrator for such Benchmark (or such component), which states that the

administrator of such Benchmark (or such component) has ceased or will cease to provide all

Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator

that will continue to provide any Available Tenor of such Benchmark (or such component

thereof); or

(3)

a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation

thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)

are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred

with respect to any Benchmark if a public statement or publication of information set forth above

has occurred with respect to each then-current Available Tenor of such Benchmark (or the

published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark,

the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if,

at such time, no Benchmark Replacement has replaced such then-current Benchmark for all

purposes hereunder and under any other Loan Document in accordance with Section 8.01(b) and

(y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark

for all purposes hereunder and under any other Loan Document in accordance with Section

8.01(b).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code that is subject to

Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section

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3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of

any such “employee benefit plan” or “plan”.

“Borrower” means Main Street Capital Corporation, a Maryland corporation, and its

successors and its permitted assigns.

“Borrower Asset Coverage Ratio” means the ratio, determined on a consolidated basis for

the Loan Parties, without duplication, of (a) Total Assets minus Total Assets Concentration

Limitation to (b) Total Secured Debt.

“Borrowing” means a borrowing hereunder consisting of Revolver Advances made to the

Borrower pursuant to Article II at the same time by all of the Lenders for which the

Non-Extended Final Maturity Date shall not have occurred. A Borrowing is a “Base Rate

Borrowing” if such Advances are Base Rate Advances. A Borrowing is a “Term Benchmark

Borrowing” if such Advances are ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances. A Borrowing is a “Tranche Term

Benchmark Borrowing” if such Advances are Tranche ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Advances. A

Borrowing is an “Index Term Benchmark Borrowing” if such Advances are Index Term

Benchmark Advances.

“Borrowing Base” means, based on the most recent Borrowing Base Certification Report

which as of the date of a determination of the Borrowing Base has been received by the

Administrative Agent, the sum of the applicable Advance Rates of the Value of each Eligible

Investment identified in the definition of “Advance Rate” in this Section 1.01 (including

Pre-Positioned Investments); provided, however, that:

(a) in no event shall more than 50% of the aggregate value of the Borrowing

Base consist of Eligible Non-Investment Grade Debt Securities and Eligible Unquoted

Senior Bank Loan Investments (in each case after giving effect to Advance Rates);

(b)in no event shall more than 15% of the aggregate value of the Borrowing

Base consist of debtor-in-possession Investments (in each

Advance Rates);

case after giving effect to

(c)for purposes of calculating the Borrowing

Investment shall be included in the Borrowing Base at

Base, no single Portfolio

a Value in excess of (i)

$75,000,000, if the total number of Portfolio Investments is fewer than 45 or the

Borrowing Base is less than $450,000,000 (for purposes of calculating the $450,000,000

test no single Portfolio Investment shall be Valued at greater than $87,500,000); or (ii)

$100,000,000, if the total number of Portfolio Investments is 45 or more and the

Borrowing Base is greater than or equal to $450,000,000 (for purposes of calculating the

$450,000,000 test no single Portfolio Investment shall be Valued at greater than

$87,500,000); notwithstanding the foregoing, no more than 40 Portfolio Investments shall

be included in the Borrowing Base at a Value greater than $40,000,000 at any time for

purposes of this calculation;

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(d)

in no event shall there be fewer than twelve (12) Core Portfolio

Investments in the Borrowing Base;

(e)

all filings and other actions required to perfect the first-priority security

interest (subject to Permitted Liens) of the Administrative Agent on behalf of the Secured

Parties in the Portfolio Investments comprising the Borrowing Base have been made or

taken (and any Portfolio Investment for which all perfection steps have not been

completed, including securities perfected by possession that have not yet been delivered

to the Collateral Custodian or a bailee that has delivered a valid, binding and effective

Bailee Agreement to the Administrative Agent in accordance with Section 5.40, shall be

excluded from the Borrowing Base until such completion);

(f) in no event shall more than 10% of the aggregate value of the Borrowing

Base consist of Investments in which, in each case, the Primary Obligor is organized

under the laws of, or maintains its chief executive office in, Canada or any province

thereof or any Participating Member State (after giving effect to Advance Rates); and

(g)

(i) in no event shall more than 10% of the aggregate value of the

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Borrowing Base consist of Investments in which the Obligor’s primary business is in the

gaming industry (after giving effect to Advance Rates), (ii) in no event shall more than

10% of the aggregate value of the Borrowing Base consist of Investments in which the

Obligor’s primary business is in the bio tech industry (after giving effect to Advance

Rates), (iii) in no event shall more than 10% of the aggregate value of the Borrowing

Base consist of Investments in which the Obligor’s primary business is in the oil or gas

exploration industry (after giving effect to Advance Rates), (iv) in no event shall more

than 15% of the aggregate value of the Borrowing Base consist of Investments in which

the Obligor’s primary business is in the gaming industry, in the bio tech industry or in the

oil or gas exploration industry (after giving effect to Advance Rates) and (v) in no event

shall more than 25% (or 30% with prior written notice to the Administrative Agent) of

the aggregate value of the Borrowing Base consist of Investments in any single industry

set forth on Schedule 1.01(a) – Industry Classifications.

For the avoidance of doubt, (x) to avoid double counting of the portfolio

limitations set forth in clauses (a)-(g) above, any reduction specified above shall be

without duplication of any other such reduction and (y) to the extent the Borrowing Base

is required to be reduced to comply with any of the portfolio limitations specified above,

the Borrower shall be permitted to choose the Portfolio Investments, or portions of such

Portfolio Investments, to be excluded from the Borrowing Base to effect such reduction.

For purposes of determining the portfolio limitations above, (1) issuers that are in a

consolidated group of corporations or other entities (a “Consolidated Group”) shall be

treated as a single issuer and (2) the Administrative Agent in its sole discretion may

approve issuers of Investments that are in a Consolidated Group to be treated as separate

issuers. Investments that are not adequately correlated with risk of other investments in

that industry may be assigned by the Borrower to an industry that is more closely

correlated to such Investment. In the absence of any correlation, the Borrower shall be

permitted, upon prior notice to the Administrative Agent (for the distribution to each

Lender), to create up to three additional industries that are not set forth on Schedule

1.01(a) – Industry Classifications.

“Borrowing Base Certification Report” means a report in the form attached hereto as

Exhibit D, and otherwise satisfactory to the Administrative Agent, certified by the chief financial

officer or other authorized officer of the Borrower regarding the Eligible Investments, and

including or attaching a list of all Portfolio Investments included in the Borrowing Base and the

most recent Value (and the source of determination of the Value) for each.

“Business Day” means any day except a Saturday, Sunday or other day on which

commercial banks in New York are authorized or required by law to close; provided that (a)

when used in relation to Term Benchmark Loans or any interest rate settings, fundings,

disbursements, settlements or payments of any such Term Benchmark Loan, the term “Business

Day” shall also exclude any day that is not a Term Benchmark Banking Day.

“Calculation Amount” shall be equal to, as of the end of any Testing Quarter, the greater

of: (i) the amount equal to (y) 125% of the Adjusted Debt Balance (as of the end of such Testing

Quarter) minus (z) the sum of the Values of all Quoted Investments included in the Borrowing

Base (as of the end of such Testing Quarter) and (ii) 10% of the aggregate Value of all Unquoted

Investments included in the Borrowing Base (as of the end of such Testing Quarter); provided,

however, in no event shall more than 25% (or, if clause (ii) applies, 10%, or as near thereto as

reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing

Base be tested in respect of any applicable Testing Quarter.

“Canadian Dollars” means the lawful money of Canada.

“Capital Securities” means, with respect to any Person, any and all shares, interests

(including membership interests and partnership interests), participations or other equivalents

(however designated, whether voting or non-voting) of such Person’s capital (including any

instruments convertible into equity).

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“Cash” means money, currency or a credit balance in any demand or deposit account with

a United States federal or state chartered commercial bank of recognized standing having capital

and surplus in excess of $500 million, so long as such bank has not been a Defaulting Lender for

more than three (3) business days after notice to Borrower (which notice may be given by

telephone or e-mail), which bank or its holding company has a short-term commercial paper

rating of: (a) at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by ▇▇▇▇▇’▇,

or (b) at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by ▇▇▇▇▇’▇ (or, in

the case of a current Lender only, if not rated by S&P or ▇▇▇▇▇’▇, such Lender is rated by

another rating agency acceptable to the Administrative Agent and such ▇▇▇▇▇▇’s rating by such

rating agency is not lower than its rating by such rating agency on the Omnibus Amendment

Effective Date) and (i) all amounts and assets credited to such account are directly and fully

guaranteed or insured by the United States of America or any agency thereof (provided that the

full faith and credit of the United States is pledged in support thereof) or (ii) such bank is

otherwise acceptable at all times and from time to time to the Administrative Agent in its sole

discretion. The Administrative Agent acknowledges that, on the Omnibus Amendment Effective

Date, each current Lender hereunder is an acceptable bank within the meaning of clause (b)(ii) of

this definition.

“Cash Collateralize” means, in respect of a Letter of Credit or any obligation hereunder,

to provide and pledge cash collateral pursuant to Section 2.04(k), at a location and pursuant to

documentation in form and substance reasonably satisfactory to Administrative Agent and the

Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall

include the proceeds of such cash collateral and other credit support.

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“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or

insured by the United States of America or any agency thereof (provided that the full faith and

credit of the United States is pledged in support thereof) with maturities of not more than one

year from the date acquired; (b) time deposits and certificates of deposit with maturities of not

more than one (1) year from the date acquired issued by a United States federal or state chartered

commercial bank of recognized standing having capital and surplus in excess of $500 million,

and which bank or its holding company has a short-term commercial paper rating of at least A-1

or the equivalent by S&P or at least P-1 or the equivalent by ▇▇▇▇▇’▇; and (c) investments in

money market funds (i) which mature not more than ninety (90) days from the date acquired and

are payable on demand, (ii) with respect to which there has been no failure to honor a request for

withdrawal, (iii) which are registered under the Investment Company Act, (iv) which have net

assets of at least $500,000,000 and (v) which maintain a stable share price of not less than One

Dollar ($1.00) per share and are either (A) directly and fully guaranteed or insured by the United

States of America or any agency thereof (provided that the full faith and credit of the United

States is pledged in support thereof) or (B) maintain a rating of at least A-2 or better by S&P and

are maintained with an investment fund manager that is otherwise acceptable at all times and

from time to time to the Administrative Agent in its sole discretion; provided that,

notwithstanding the foregoing, no asset, agreement, or investment maintained or entered into

with, or issued, guaranteed by, or administered by a Lender that has been a Defaulting Lender for

more than three (3) business days after notice to Borrower (which notice may be given by

telephone or e-mail) shall be a “Cash Equivalent” hereunder. The Administrative Agent

acknowledges that, on the Omnibus Amendment Effective Date, Fidelity Investments is an

acceptable investment fund manager within the meaning of the foregoing clause (B).

“Cash Management Services” means any one or more of the following types of services

or facilities provided to any Loan Party by Truist or any Lender that provides the initial funding

of any Revolver Commitment on the Omnibus Amendment Effective Date, any Person that

becomes a Lender pursuant to an amendment to this Agreement and provides a Revolving

Commitment on the effective date of such amendment or any Additional Lender that provides a

Revolving Commitment on any Commitment Increase Date (but not any assignee of any of the

foregoing Lenders) or any of their respective Affiliates, in each case solely until such Person has

assigned all of its interests under this Agreement (each, in such capacity, a “Cash Management

Bank”): (a) ACH transactions, (b) cash management services, including, without limitation,

controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer

services, (c) foreign exchange facilities, (d) credit or debit cards, and (e) merchant services not

constituting a Bank Product.

“CERCLA” means the Comprehensive Environmental Response Compensation and

Liability Act, 42 U.S.C. §9601 et seq. and its implementing regulations and amendments.

“Class”, which used in reference to any Lender, refers to whether such Lender is an

Extending Lender or a Non-Extending Lender (and, with respect to Non-Extending Lenders,

each group of Non-Extending Lenders with the same Final Maturity Date shall be treated as its

own Class).

“Closing Certificate” has the meaning set forth in Section 3.01(d).

“Closing Date” means June 5, 2018.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor Federal

tax code. Any reference to any provision of the Code shall also be deemed to be a reference to

any successor provision or provisions thereof.

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“Change in Control” means the occurrence after the Omnibus Amendment Effective Date

of any of the following: (i) any Person or two or more Persons acting in concert (excluding the

Persons that are officers and directors of the Borrower on the Omnibus Amendment Effective

Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC

under the Securities Exchange Act of 1934) of 35% or more of the outstanding shares of the

voting stock of the Borrower; or (ii) as of any date a majority of the board of directors of the

Borrower consists of individuals who were not either (A) directors of the Borrower as of the

corresponding date of the previous year, (B) selected or nominated to become directors by the

board of directors of the Borrower of which a majority consisted of individuals described in

clause (A), or (C) selected or nominated to become directors by the board of directors of the

Borrower of which a majority consisted of individuals described in clause (A) and individuals

described in clause (B).

“Change in Law” means the occurrence, after the Omnibus Amendment Effective Date

(or with respect to a Person becoming a Lender by assignment or joinder after the Omnibus

Amendment Effective Date, the effective date thereof), of any of the following: (a) the adoption

or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation

or treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority or (c) the making or issuance of any request, rule, requirement,

guideline or directive (whether or not having the force of law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street

Reform and Consumer Protection Act and all requests, rules, requirements, guidelines or

directives thereunder or issued in connection therewith or in implementation thereof and (y) all

requests, rules, requirements, guidelines or directives promulgated by the Bank for International

Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)

or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in

each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted,

implemented or issued.

“Collateral” means collectively the Collateral (as defined in the Security Agreement), the

Collateral (as defined in the Pledge Agreement) and any other asset of a Loan Party in which a

▇▇▇▇ has been granted in favor of the Administrative Agent pursuant to a Collateral Document.

For the avoidance of doubt, “Collateral” shall not include equity interest in MSC.

“Collateral Coverage Test” has the meaning set forth in Section 2.06(a).

“Collateral Custodian” means any and each of (i) Truist, in its capacity as Collateral

Custodian under the Custodial Agreement to which it is a party, together with its successors and

permitted assigns and (ii) any other Person acting as a collateral custodian with respect to any

Collateral under any Custodial Agreement entered into in accordance with the terms of this

Agreement. Notwithstanding the foregoing, the Collateral Custodian shall at all times be

satisfactory to the Administrative Agent, in its reasonable discretion.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge

Agreement, and all other agreements (including control agreements), instruments and other

documents, whether now existing or hereafter in effect, pursuant to which the Borrower or any

Subsidiary shall grant or convey (or shall have granted or conveyed) to the Secured Parties a

Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or

any portion of the Obligations, as any of them may be amended, modified or supplemented from

time to time.

“Combined Debt Amount” means, as of any date, the aggregate Revolver Commitments

as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date).

“Commitment Increase” has the meaning set forth in Section 2.14(a).

“Commitment Increase Date” has the meaning set forth in Section 2.14(c).

“Commitment Termination Date” means the Extended Commitment Termination Date or

the Non-Extended Commitment Termination Date, as applicable.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et

seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” has the meaning set forth in Section 5.01(c).

“Conforming Changes” means with respect to either the use or administration of Term

SOFR or the use, administration, adoption or implementation of any Benchmark Replacement,

any technical, administrative or operational changes (including changes to the definition of

“Term Benchmark Rate”, the definition of “Base Rate”, the definition of “Business Day”, the

definition of “Term Benchmark Banking Day”, the definition of “Interest Period”, the definition

of or any similar or analogous definition, timing and frequency of determining rates and making

payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, the applicability and length of lookback periods, the applicability of Section 8.05 and

other technical, administrative or operational matters) that the Administrative Agent decides in

its reasonable discretion may be appropriate or reflect the adoption and implementation of any

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such rate or to permit the use and administration thereof by the Administrative Agent in a

manner substantially consistent with market practice (or, if the Administrative Agent decides that

adoption of any portion of such market practice is not administratively feasible or if the

Administrative Agent determines that no market practice for the administration of any such rate

exists, in such other manner of administration as the Administrative Agent decides is reasonably

necessary in connection with the administration of this Agreement and the other Loan

Documents.

“Compliance Certificate” has the meaning set forth in Section 5.01(c).

“Consolidated Interest Expense” for any period means interest, whether expensed or

capitalized, in respect of Debt of the Borrower or any of its Consolidated Subsidiaries that are

Guarantors outstanding during such period on a consolidated basis in accordance with GAAP.

For avoidance of doubt, interest, whether expensed or capitalized, of the SBIC Entities and any

SPV Subsidiary shall not be included for purposes of calculating Consolidated Interest Expense.

“Consolidated Net Investment Income” means, for any period, the net investment income

of the Borrower and the Consolidated Subsidiaries that are Guarantors set forth or reflected on

the consolidated income statement of the Borrower and its Consolidated Subsidiaries for such

period prepared in accordance with GAAP. For avoidance of doubt, net investment income of

the SBIC Entities and any SPV Subsidiary shall not be included for purposes of calculating

Consolidated Net Investment Income, except to the extent of dividends or distributions from

such entities actually received by the Borrower or any Guarantor.

“Consolidated Subsidiary” means at any date any Subsidiary or other entity the accounts

of which, in accordance with GAAP, would be consolidated with those of the Borrower in its

consolidated financial statements as of such date.

“Consolidated Tangible Net Worth” means, at any time, Net Assets less the sum of the

value (to the extent reflected in determining Net Assets), as set forth or reflected on the most

recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, on a

consolidated basis prepared in accordance with GAAP (but without giving effect to the operation

of Accounting Standards Codification No. 825-10), of:

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“Consolidated EBITDA” means and includes, for the Borrower and the Consolidated

Subsidiaries that are Guarantors for any period, an amount equal to the sum of (a) Consolidated

Net Investment Income for such period; plus, (b) to the extent such amounts were deducted in

computing Consolidated Net Investment Income for such period: (i) Consolidated Interest

Expense for such period; (ii) income tax expense for such period, determined on a consolidated

basis in accordance with GAAP; and (iii) Depreciation and Amortization for such period,

determined on a consolidated basis in accordance with GAAP. For avoidance of doubt, income

and expenses of the SBIC Entities and any SPV Subsidiary shall not be included for purposes of

calculating Consolidated EBITDA, except to the extent of dividends or distributions from such

entities actually received by the Borrower or any Guarantor.

(A)

All assets which would be treated as intangible assets for balance sheet

presentation purposes under GAAP, including without limitation goodwill (whether representing

the excess of cost over book value of assets acquired, or otherwise), trademarks, tradenames,

copyrights, patents and technologies, and unamortized debt discount and expense;

(B)

To the extent not included in (A) of this definition, any amount at which the

Capital Securities of the Borrower appear as an asset on the balance sheet of the Borrower and its

Consolidated Subsidiaries;

(C)

To the extent not included in (A) of this definition, any amount at which the

investment in Main Street Capital Partners, LLC appears as an asset on the balance sheet of the

Borrower and its Consolidated Subsidiaries; and

(D)

Loans or advances to owners of Borrower’s Capital Securities, or to directors,

officers, managers or employees of Borrower and its Consolidated Subsidiaries.

Notwithstanding the fact that the SBIC Entities and the SPV Subsidiaries are not Loan Parties,

the SBIC Entities and the SPV Subsidiaries shall be included for purposes of calculating

Consolidated Tangible Net Worth and the Asset Coverage Ratio.

“Controlled Group” means all members of a controlled group of corporations and all

trades or businesses (whether or not incorporated) under common control which, together with

any Loan Party, are treated as a single employer under Section 414 of the Code.

“Core Portfolio Investment” means a Portfolio Investment originated by the Borrower (or

co-originated by the Borrower so long as such Portfolio Investment complies with all Borrower’s

Investment Policies and is subject to the same due diligence by Borrower as Portfolio

Investments originated solely by the Borrower). For avoidance of doubt, Core Portfolio

Investments shall not include Cash, Cash Equivalents, any Senior Bank Loan Investment or any

Debt Security.

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“Credit Party Expenses” means, without limitation, (a) all reasonable and documented

out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including

without limitation the reasonable and documented out-of-pocket fees, charges and disbursements

of (i) (and, with respect to legal expenses, limited to) one outside counsel for the Administrative

Agent, (ii) outside consultants for the Administrative Agent, (iii) subject to the Valuation

Expense Cap, appraisers (including Approved Third-Party Appraisers), and (iv) commercial

finance examinations, in connection with (A) the syndication of the credit facilities provided for

herein, and (B) the administration, management, execution and delivery of this Agreement and

the other Loan Documents, and the preparation, negotiation, administration and management of

any amendments, modifications or waivers of the provisions of this Agreement and the other

Loan Documents (whether or not the transactions contemplated thereby shall be consummated);

(b) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in

connection with the issuance, amendment, renewal or extension of any Letter of Credit or any

demand for payment thereunder; and (c) all reasonable and documented out-of-pocket expenses

incurred by the Administrative Agent, its Affiliates and the Secured Parties (with respect to legal

expenses, limited to one outside counsel for the Administrative Agent, the Issuing Bank, the

Swingline Lender and their respective Affiliates as well as one outside counsel for the other

Secured Parties and additional counsel should any conflict of interest arise) in connection with

the enforcement or protection of its rights in connection with this Agreement or the Loan

Documents or efforts to preserve, protect, collect, or enforce the Collateral, and all documented

out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of

the Obligations.

“Custodial Agreement” means, collectively, the Amended and Restated Custodial

Agreement dated as of September 20, 2010 among Borrower, Administrative Agent and Truist

Bank (as successor by merger to Branch Banking and Trust Company), Mortgage Custody

Department of Corporate Trust Services and any and each other custodial agreement entered into

among a Person acting as Collateral Custodian, the Borrower and the Administrative Agent, in

each case as the same may from time to time be amended, restated, supplemented or otherwise

modified.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate

(which will include a lookback) being established by the Administrative Agent in accordance

with the conventions for this rate selected or recommended by the Relevant Governmental Body

for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative

Agent decides that any such convention is not administratively feasible for the Administrative

Agent, then the Administrative Agent may establish another convention in its reasonable

discretion.

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“Debt” of any Person means at any date, without duplication, (i) all obligations of such

Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures,

notes or other similar instruments representing extensions of credit; (iii) all obligations of such

Person to pay the deferred purchase price of property or services, except trade accounts payable

and accrued expenses arising in the ordinary course of business; (iv) all obligations of such

Person as lessee under capital leases; (v) all obligations of such Person to reimburse any bank or

other Person in respect of amounts payable under a banker’s acceptance; (vi) all Redeemable

Preferred Securities of such Person; (vii) all obligations (absolute or contingent) of such Person

to reimburse any bank or other Person in respect of amounts which are available to be drawn or

have been drawn under a letter of credit or similar instrument; (viii) all Debt of others secured by

a Lien on any asset of such Person, whether or not such Debt is assumed by such Person (with

the value of such Debt being the lower of the outstanding amount of such Debt and the fair

market value of the property subject to such Lien); (ix) all Debt of others Guaranteed by such

Person; (x) all obligations of such Person with respect to interest rate protection agreements,

foreign currency exchange agreements or other hedging agreements (valued at the termination

value thereof computed in accordance with a method approved by the International Swap Dealers

Association and agreed to by such Person in the applicable hedging agreement, if any); (xi) all

obligations of such Person under any synthetic lease, tax retention operating lease, sale and

leaseback transaction, asset securitization, off-balance sheet loan or other off-balance sheet

financing product; (xii) [intentionally omitted]; and (xiii) all obligations of such Person created

or arising under any conditional sale or other title retention agreement with respect to property

acquired by such Person, except trade accounts payable and accrued expenses arising in the

ordinary course of business. The Debt of any Person shall include the Debt of any other entity

(including any partnership in which such Person is a general partner) to the extent such Person is

liable therefore as a result of such Person’s ownership interest in or other relationship with such

entity, except to the extent the terms of such Debt provide that such Person is not liable therefor.

Notwithstanding the foregoing, “Debt” shall not include (u) any revolving commitments or

letters of credit for which any Obligor is acting as a lender or issuing lender, as applicable, as

part of or in connection with a Portfolio Investment, (v) any non-recourse liabilities for

participations sold by any Person in any Debt Security, (w) escrows or purchase price holdbacks

arising in the ordinary course of business in respect of a portion of the purchase price of an asset

or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (x) a

commitment arising in the ordinary course of business to make a future Investment, (y) any

accrued incentive, management or other fees to MSC or Affiliates (regardless of any deferral in

payment thereof) or (z) indebtedness of a Loan Party on account of the sale by a Loan Party of

the first-out tranche of any First Lien Investment that arises solely as an accounting matter under

ASC 860, provided that such indebtedness (i) is non-recourse to the Borrower or its Subsidiaries

and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in a

bankruptcy, insolvency or liquidation proceeding of the Borrower or its Subsidiaries, in each

case in excess of the amount sold or purportedly sold.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and

all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

Laws of the United States or other applicable jurisdictions from time to time in effect.

“Debt Security” means a note, bond, debenture, trust receipt or other obligation,

instrument or evidence of indebtedness, including debt instruments of public and private issuers

and tax-exempt securities, but specifically excluding (i) Equity Securities or (ii) any security

which by its terms permits the payment obligation of the Obligor thereunder to be converted into

or exchanged for equity capital of such Obligor. For the avoidance of doubt, this definition of

“Debt Security” shall not include Core Portfolio Investments or Senior Bank Loan Investments.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and

all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any condition or event which constitutes an Event of Default or which

with the giving of notice or lapse of time or both would, unless cured or waived in writing,

become an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of

such Defaulting Lender’s ratable portion of the aggregate Revolving Credit Exposure of all

▇▇▇▇▇▇▇ (calculated as if all Defaulting Lenders had funded all of their respective Defaulted

Advances) over the aggregate outstanding principal amount of all Revolver Advances of such

Defaulting Lender.

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“Default Period” means, with respect to any Defaulting Lender, (i) in the case of any

Defaulted Advance, the period commencing on the date the applicable Defaulted Advance was

required to be extended to the Borrower under this Agreement, in the case of a Revolver

Advance or any participation in a Letter of Credit (after giving effect to any applicable grace

period) and ending on the earlier of the following: (x) the date on which (A) the Default Excess

with respect to such Defaulting Lender has been reduced to zero (by such Defaulting Lender

purchasing at par that portion of outstanding Revolver Advances of the other Lenders, ▇▇▇▇

Collateralizing its pro rata share of outstanding Letters of Credit or taking such other actions as

the Administrative Agent may determine to be necessary to cause the Revolver Advances and

funded and unfunded participations in Swing Advances and Letters of Credit to be held pro rata

by the Lenders in accordance with the Revolver Commitments (without giving effect to Section

9.08(e)) and (B) such Defaulting Lender shall have delivered to the Borrower and the

Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder;

and (y) the date on which the Borrower, the Administrative Agent and the Required Lenders (and

not including such Defaulting Lender in any such determination, in accordance with Section

9.08(a)) waive the application of Section 9.08 with respect to such Defaulted Advances of such

Defaulting Lender in writing; (ii) in the case of any Defaulted Payment, the period commencing

on the date the applicable Defaulted Payment was required to have been paid to the

Administrative Agent, the Issuing Bank or other Lender under this Agreement (after giving effect

to any applicable grace period) and ending on the earlier of the following: (x) the date on which

(A) such Defaulted Payment has been paid to the Administrative Agent, the Issuing Bank or

other Lender, as applicable, together with (to the extent that such Person has not otherwise been

compensated by the Borrower for such Defaulted Payment) interest thereon for each day from

and including the date such amount is paid but excluding the date of payment, at the greater of

the Federal Funds Rate plus two percent (2.0%) and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation (whether by the

funding of any Defaulted Payment by such Defaulting Lender or by the application of any

amount pursuant to Section 9.08(c)) and (B) such Defaulting Lender shall have delivered to the

Administrative Agent, the Issuing Bank or other Lender, as applicable, a written reaffirmation of

its intention to honor its obligations hereunder with respect to such payments; and (y) the date on

which the Administrative Agent, the Issuing Bank or any such other Lender, as applicable

waives the application of Section 9.08 with respect to such Defaulted Payments of such

Defaulting Lender in writing; and (iii) in the case of any Distress Event determined by the

Administrative Agent (in its good faith judgment) or the Required Lenders (in their respective

good faith judgment) to exist, the period commencing on the date that the applicable Distress

Event was so determined to exist and ending on the earlier of the following: (x) the date on

which (A) such Distress Event is determined by the Administrative Agent (in its good faith

judgment) or the Required Lenders (in their respective good faith judgment) to no longer exist

and (B) such Defaulting Lender shall have delivered to the Borrower and the Administrative

Agent a written reaffirmation of its intention to honor its obligations hereunder; and (y) such date

as the Borrower and the Administrative Agent mutually agree, in their sole discretion, to waive

the application of Section 9.08 with respect to such Distress Event of such Defaulting Lender.

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“Default Rate” means (a) with respect to the Advances, on any day, the sum of 2% plus

the then highest interest rate (including the Applicable Margin) which may be applicable to any

Advance (irrespective of whether any such type of Advance is actually outstanding hereunder)

and (b) with respect to any LC Disbursement, the sum of 2% plus the interest rate otherwise

applicable to such LC Disbursement.

“Defaulted Advance” has the meaning specified in the definition of “Defaulting Lender”.

“Defaulted Investment” means any Investment (a) that is 45 days or more past due with

respect to any interest or principal payments or (b) that is or otherwise should be considered a

non-accrual investment by the Borrower in connection with its Investment Policies and GAAP.

“Defaulted Payment” has the meaning specified in the definition of “Defaulting Lender”.

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“Defaulting Lender” means, for so long as any Default Period is in effect, any Lender (a)

that has failed to (i) fund all or any portion of its Advances or participations in Letters of Credit

within two (2) Business Days of the date such Advances were required to be funded hereunder

(each such Advance, a “Defaulted Advance”) unless such Lender notifies the Administrative

Agent and the Borrower in writing that such failure is the result of such ▇▇▇▇▇▇’s good faith

determination that one or more conditions precedent to funding (each of which conditions

precedent, together with any applicable default, shall be specifically identified in such writing)

has not been satisfied and has not otherwise been waived in accordance with the terms of this

Agreement, or (ii) pay to the Administrative Agent, the Swingline Lender, the Issuing Bank or

any other Lender any other amount required to be paid by it hereunder (each such payment a

“Defaulted Payment”) within two (2) Business Days of the date when due, (b) that has notified

the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender in writing

that it does not intend to comply with its funding obligations hereunder (including in respect of

its participation in Swing Advances and Letters of Credit), or has made a public statement to that

effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund any

Advance or participations in Letters of Credit hereunder and states that such position is based on

such ▇▇▇▇▇▇’s good faith determination that a condition precedent to funding (which condition

precedent, together with any applicable default, shall be specifically identified in such writing or

public statement) cannot be satisfied and has not otherwise been waived in accordance with the

terms of this Agreement), (c) that has failed, within three (3) Business Days after written request

by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent

and the Borrower that it will comply with its prospective funding obligations hereunder

(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower), (d) that has

become the subject of a Bail-In Action or (e) with respect to which, or with respect to a direct or

indirect parent company of which, a Distress Event has occurred; provided that a Lender shall

not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest

in that Lender or any direct or indirect parent company thereof by a Governmental Authority so

long as such ownership interest does not result in or provide such Lender with immunity from

the jurisdiction of courts within the United States or from the enforcement of judgments or writs

of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,

repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any

determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a)

through (e) above shall be conclusive and binding absent manifest error, and such Lender shall

be deemed to be a Defaulting Lender, for so long as such Default Period is in effect, upon

delivery of written notice of such determination to the Borrower, the Issuing Bank, the Swingline

Lender and each Lender.

“Distressed Person” has the meaning specified in the definition of “Distress Event”.

“Dollars” or “$” means dollars in lawful currency of the United States of America.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if

such amount is expressed in Dollars, such amount, and (b) if such amount is expressed in a

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“Depreciation and Amortization” means for any period an amount equal to the sum of all

depreciation and amortization expenses of the Borrower and its Consolidated Subsidiaries that

are Guarantors for such period, as determined on a consolidated basis in accordance with GAAP.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition

(including any sale and leaseback transaction) of any property by any Person (or the granting of

any option or other right to do any of the foregoing), including any sale, assignment, transfer or

other disposal, with or without recourse, of any notes or accounts receivable or any rights and

claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include

the disposition of Investments originated by the Borrower and immediately transferred to a SPV

Subsidiary or SBIC Entity pursuant to a transaction not prohibited hereunder.

“Distress Event” means, with respect to any Person (each, a “Distressed Person”), (i) a

voluntary or involuntary case (or comparable proceeding) has been commenced with respect to

such Person or its direct or indirect parent under the United States Bankruptcy Code or any other

applicable Debtor Relief Law, (ii) a custodian, conservator, receiver or similar official has been

appointed for such Person or its direct or indirect parent or for any substantial part of such

Person’s or its direct or indirect parent’s assets, (iii) after the Omnibus Amendment Effective

Date, such Person or its direct or indirect parent has consummated or entered into a commitment

to consummate a forced (in the good faith judgment of the Administrative Agent) liquidation,

merger, sale of assets or other transaction resulting, in the good faith judgment of the

Administrative Agent, in a change of ownership or operating control of such Person or its direct

or indirect parent supported in whole or in part by guaranties, assumption of liabilities or other

comparable credit support of (including without limitation the nationalization or assumption of

ownership or operating control by) any Governmental Authority and the Administrative Agent

(in its good faith judgment) or the Required Lenders believe (in their respective good faith

judgment) that such event increases the risk that such Person could default in performing its

obligations hereunder for so long as the Administrative Agent (in its good faith judgment) or the

Required Lenders (in their respective good faith judgment) so believe, or (iv) such Person or its

direct or indirect parent has made a general assignment for the benefit of creditors or has

otherwise been adjudicated as, or determined by any Governmental Authority having regulatory

authority over such Person or its direct or indirect parent or its or its direct or indirect parent’s

assets to be, insolvent, bankrupt or deficient in meeting any capital adequacy or liquidity

requirement of any Governmental Authority applicable to such Person.

Foreign Currency, the equivalent of such amount in Dollars determined at such time on the basis

of the Exchange Rate for the purchase of Dollars with such Foreign Currency at such time.

“Domestic Subsidiary” means any Subsidiary which is organized under the laws of any

state or territory of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of

an institution described in clause (a) of this definition, or (c) any financial institution established

in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)

of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee

under Section 9.07(b) (subject to such consents, if any, as may be required under Section

9.07(b)); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x)

the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) a natural Person (or a

holding company, investment vehicle or trust for, or owned and operated for the primary benefit

of, a natural person).

“Eligible Core Portfolio Investment” means, on any date of determination, any Core

Portfolio Investment that satisfies each of the following requirements:

(i)

the Core Portfolio Investment is evidenced by Investment Documents

(including, in the case of any Loan other than a Noteless Loan, an original promissory

note) that have been duly authorized and that are in full force and effect and constitute the

legal, valid and binding obligation of the Obligor of such Core Portfolio Investment to

pay the stated amount of the Loan and interest thereon, and the related Investment

Documents are enforceable against such Obligor in accordance with their respective

terms, provided that the enforceability thereof is subject in each case to general principles

of equity (regardless of whether such enforceability is considered in a proceeding in

equity or at law) and to bankruptcy, insolvency and similar laws affecting the

enforcement of creditors’ rights generally;

(ii)

the Core Portfolio Investment was made in accordance with the terms of

the Investment Policies and arose in the ordinary course of the Borrower’s business;

(iii)such Core Portfolio Investment is a First Lien Investment, secured by a

first priority (subject to Liens for “ABL” revolvers and other encumbrances that are

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customarily permitted to be senior under a first lien debt obligation), perfected security

interest on a substantial portion of the assets of the Obligor;

(iv)

in the case of any Core Portfolio Investment that is not solely held by the

Borrower, the terms and conditions of such Core Portfolio Investment provide the

Borrower with the right to vote to approve or deny any amendments, supplements,

waivers or other modifications of such terms and conditions (other than such routine

amendments, supplements, waivers or other modifications as are permitted to be

approved by the administrative agent only without the vote of the syndicate members);

(v)

the Core Portfolio Investment has an Eligible Investment Rating;

(vi)

the Core Portfolio Investment is not a Defaulted Investment and no other

interest or principal payments with respect to any Loan of the Obligor with respect to

such Core Portfolio Investment is more than 45 days past due;

(vii)

the Obligor of such Core Portfolio Investment has executed all appropriate

documentation required by the Borrower in accordance with the Investment Policies;

(viii) the Core Portfolio Investment, together with the Investment Documents

related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel

paper” within the meaning of the UCC of all jurisdictions that govern the perfection of

the security interest granted therein;

(ix)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Core Portfolio Investment have been duly

obtained, effected or given and are in full force and effect, except where the failure to do

so, individually or in the aggregate, could not reasonably be expected to result in a

material adverse effect on the value, validity or collectability of such Core Portfolio

Investment;

(x) the Core Portfolio Investment is denominated and payable only in:

(A) Dollars in the United States or (B) subject to clause (f) of the definition of

“Borrowing Base”, (x) Canadian Dollars in Canada or (y) Euros in any Participating

Member State;

(xi)

the Core Portfolio Investment bears some current interest, which is due

and payable no less frequently than quarterly;

(xii)

the Core Portfolio Investment, together with the Investment Documents

related thereto, does not contravene in any material respect any Applicable Laws

(including, without limitation, laws, rules and regulations relating to usury, truth in

lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt

collection practices and privacy) and with respect to which no Obligor party thereto is in

violation of any Applicable Laws or the terms and conditions of such Investment

Documents, to the extent any such violation results in or would be reasonably likely to

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result in (a) an adverse effect upon the value or collectability of such Core Portfolio

Investment, (b) a material adverse change in, or a material adverse effect upon, any of (1)

the financial condition, operations, business or properties of the Obligor or any of its

respective Subsidiaries, taken as a whole, (2) the rights and remedies of the Borrower

under the Investment Documents, or the ability of the Obligor or any other loan party

thereunder to perform its obligations under the Investment Documents to which it is a

party, as applicable, taken as a whole, or (3) the collateral securing the Core Portfolio

Investment, or the Borrower’s Liens thereon or the priority of such Liens;

(xiv)

the Core Portfolio Investment was documented and closed in accordance

with the Investment Policies, and each original promissory note, if any, representing the

portion of such Core Portfolio Investment payable to the Borrower, has been delivered to

the Collateral Custodian, duly endorsed as collateral or, in the case of a Pre-Positioned

Investment, held by a bailee on behalf of the Administrative Agent, in accordance with

the provisions of Section 5.40;

(xv)

the Core Portfolio Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the Core

Portfolio Investment have been made or taken;

(xvi)

no right of rescission, set off, counterclaim, defense or other material

dispute has been asserted with respect to such Core Portfolio Investment;

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(xiii) the Core Portfolio Investment, together with the related Investment

Documents, is fully assignable (and if such Investment is secured by a mortgage, deed of

trust or similar lien on real property, and if requested by the Administrative Agent, an

Assignment of Mortgage executed in blank has been delivered to the Collateral

Custodian); provided that, the Core Portfolio Investment may contain the following

restrictions on customary and market based terms: (a) restrictions pursuant to which

assignments may be subject to the consent of the obligor or issuer or agent under the Core

Portfolio Investment so long as the applicable provision also provides that such consent

may not be unreasonably withheld, (b) customary restrictions in respect of minimum

assignment amounts, (c) restrictions on transfer to parties that are not “eligible assignees”

within the customary and market based meaning of the term, and (d) restrictions on

transfer to the applicable obligor or issuer under the Core Portfolio Investment or its

equity holders or financial sponsor entities or competitors or, in each case, their affiliates;

provided, further, that in the event that a Loan Party is a party to an intercreditor

arrangement with other lenders thereof with payment rights or lien priorities that are

junior or senior to the rights of such Loan Party, such Portfolio Investment may be

subject to customary and market based rights of first refusal, rights of first offer and

purchase rights in favor, in each case, of such other lenders thereof;

(xvii) any Related Property with respect to such Core Portfolio Investment is

insured in accordance with the Investment Policies;

(xviii) the primary business of the Obligor with respect to such Core Portfolio

Investment is not in the nuclear waste industry;

(xix)

the Core Portfolio Investment is not a loan or extension of credit made by

the Borrower or one of its subsidiaries to an Obligor solely for the purpose of making any

principal, interest or other payment on such Core Portfolio Investment necessary in order

to keep such Core Portfolio Investment from becoming delinquent;

(xx) such Core Portfolio Investment will not cause the Borrower to be deemed

to own 5.0% or more of the voting securities of any publicly registered issuer or any

securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xxi)

the financing of such Core Portfolio Investment by the Lenders does not

contravene in any material respect Regulation U of the Federal Reserve Board, nor

require the Lenders to undertake reporting thereunder which it would not otherwise have

cause to make;

(xxii) such Core Portfolio Investment does not represent payment obligations

relating to “put” rights relating to ▇▇▇▇▇▇ ▇▇▇▇▇;

(xxiii) any taxes due and payable in connection with the making of such Core

Portfolio Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

(xxv) such Core Portfolio Investment does not contain a confidentiality

provision that restricts the ability of the Administrative Agent, on behalf of the Secured

Parties, to exercise its rights under the Loan Documents, including, without limitation, its

rights to review the Core Portfolio Investment, the related Investment File or the

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(xxiv) the terms of the Core Portfolio Investment have not been amended or

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or extend the time for payment of principal or (B)

reduce the rate or extend the time of payment of interest (or any component thereof),

unless: (i) such Core Portfolio Investment has an Eligible Investment Rating, the

Borrower does not reasonably believe such Core Portfolio Investment is a troubled

investment at the time of such amendment, deferral or waiver, and the Borrower does not

reasonably anticipate downgrading such Core Portfolio Investment below the Eligible

Investment Rating; or (ii) the Administrative Agent and the Required Lenders have

provided their consent to such amendment, deferral or waiver, such consents not to be

unreasonably withheld or delayed;

Borrower’s credit approval file in respect of such Core Portfolio Investment, unless the

Administrative Agent and any Secured Party, as applicable, is permitted to avoid such

restriction by agreeing to maintain the confidentiality of such information in accordance

with the provisions of the Investment Documents and has agreed to the terms thereof;

(xxvi) the Obligor with respect to such Core Portfolio Investment is not (A) an

Affiliate of the Borrower or any other Person whose investments are primarily managed

by the Borrower or an Affiliate of the Borrower, unless (1) such Obligor is an Affiliate

solely by reason of the Borrower’s Portfolio Investment therein or ▇▇▇▇▇▇▇▇’s other

Portfolio Investments or (2) such Core Portfolio Investment is expressly approved by the

Administrative Agent (in its sole discretion) or (B) a Governmental Authority;

(xxvii) all information delivered by any Loan Party to the Administrative Agent

with respect to such Core Portfolio Investment is true and correct in all material respects

to the knowledge of such Loan Party;

(xxviii)

such Core Portfolio Investment is not an Equity Security and does

not by its terms permit the payment obligation of the Obligor thereunder to be converted

into or exchanged for equity capital of such Obligor;

(xxix) the proceeds of such Core Portfolio Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the

loan specifically to fund construction in progress; and

(xxx) there is full recourse to the Obligor for principal and interest payments

with respect to such Core Portfolio Investment.

“Eligible Debt Security” means, on any date of determination, any Debt Security held by

▇▇▇▇▇▇▇▇ as a Portfolio Investment that meets the following conditions:

(i) the investment in the Debt Security was made in accordance with the

terms of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

(ii)

the Debt Security has an Eligible Investment Rating;

(iii)

a Value Triggering Event related to the Debt Security has not occurred and

is not continuing;

(iv)

the Debt Security is not a Defaulted Investment and is not owed by an

Obligor that is subject to an Insolvency Event or as to which the Borrower has received

notice of an imminent Insolvency Event proceeding;

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(v)

the Obligor of such Debt Security has executed all appropriate

documentation, if any, required in accordance with applicable Investment Policies;

(vi) the Debt Security, together with the Investment Documents related thereto

(if any), is a “general intangible”, an “instrument”, an “account”, or “chattel paper”,

within the meaning of the UCC of all jurisdictions that govern the perfection of the

security interest granted therein;

(vii)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the purchase of such Debt Security have been duly obtained, effected

or given and are in full force and effect, except where the failure to do so, individually or

in the aggregate, could not reasonably be expected to result in a material adverse effect

on the value, validity or collectability of such Debt Security;

(viii) the Debt Security is denominated and payable only in Dollars in the

United States, Canadian Dollars in Canada or Euro in any Participating Member State,

and the Primary Obligor for such Debt Security is organized under the laws of, and

maintains its chief executive office in, (A) the United States or any state or territory

thereof or (B) subject to clause (f) of the definition of “Borrowing Base”, (x) Canada or

any province thereof or (y) any Participating Member State;

(ix)

the Debt Security bears current all cash interest, which is due and payable

no less frequently than semi-annually;

(x)

the Obligor with respect to the Debt Security is not (A) an Affiliate of the

Borrower or any other Person whose investments are primarily managed by the Borrower

or any Affiliate of the Borrower, unless such Debt Security is expressly approved by the

Administrative Agent (in its sole discretion), (B) a Governmental Authority (except in the

case of a Debt Security, with an Investment Grade Rating, issued by the United States of

America or any state or municipality or other political subdivision of the United States of

America) or (C) primarily in the business of nuclear waste;

(xi) all information delivered by any Loan Party to the Administrative Agent

with respect to such Debt Security is true and correct in all material respects to the

knowledge of such Loan Party;

(xii)

the proceeds of such Debt Security are not used to finance construction

projects or activities in the form of a traditional construction loan where the only

collateral for the loan is the project under construction and draws are made on the loan

specifically to fund construction in progress; and

(xiii)

the Debt Security is a Quoted Investment.

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“Eligible Investment Grade Debt Security” means an Eligible Debt Security that has, as

of the applicable date of determination of Value for such Eligible Debt Security, an Investment

Grade Rating.

“Eligible Investment Rating” means, as of any date of determination with respect to a

Portfolio Investment, an investment rating of “Grade 3” or better as determined in accordance

with the Investment Policies.

“Eligible Investments” means, collectively, the following investments of the Borrower

and the Guarantors: Cash and Cash Equivalents, the Eligible Quoted Senior Bank Loan

Investments, the Eligible Investment Grade Debt Securities, the Eligible Core Portfolio

Investments, the Eligible Unquoted Senior Bank Loan Investments and the Eligible

Non-Investment Grade Debt Securities.

“Eligible Non-Investment Grade Debt Security” means an Eligible Debt Security that

does not have, as of the applicable date of determination of Value for such Eligible Debt

Security, an Investment Grade Rating.

“Eligible Quoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is a Quoted Investment.

“Eligible Senior Bank Loan Investment” means, on any date of determination, any Senior

Bank Loan Investment of Borrower that meets the following conditions:

(i)

the Senior Bank Loan Investment is evidenced by Investment Documents

that are in full force and effect and constitute the legal, valid and binding obligation of

(ii)

the Senior Bank Loan Investment was made in accordance with the terms

of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

(iii)

such Senior Bank Loan Investment is secured by a first priority (subject to

Liens for “ABL” revolvers and other encumbrances that are customarily permitted to be

senior under a first lien debt obligation), perfected security interest on a substantial

portion of the assets of the respective Obligor(s);

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the Obligor of such Senior Bank Loan Investment to pay the stated amount of the Loan

and interest thereon without right of rescission, set off, counterclaim or defense, and the

related Investment Documents are enforceable against such Obligor in accordance with

their respective terms, provided that the enforceability thereof is subject in each case to

general principles of equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law) and to bankruptcy, insolvency and similar laws affecting

the enforcement of creditors’ rights generally, and, to the knowledge of the Borrower, are

not the subject of any material dispute;

(iv)

the terms and conditions of such Senior Bank Loan Investment provide the

Borrower with the power to approve or deny any amendments, supplements, waivers or

(v)

the Senior Bank Loan Investment has an Eligible Investment Rating;

(vi)

the terms of the Senior Bank Loan Investment have not been amended or

(vii)

a Value Triggering Event related to the Senior Bank Loan Investment has

not occurred and is not continuing;

(viii) the Senior Bank Loan Investment is not a Defaulted Investment and is not

owed by an Obligor that is subject to an Insolvency Event or as to which the Borrower

has received notice of an imminent Insolvency Event proceeding;

(ix)

the Obligor of such Senior Bank Loan Investment has executed all

appropriate documentation required in accordance with applicable Investment Policies;

(x)

the Senior Bank Loan Investment, together with the Investment

Documents related thereto, is a “general intangible”, an “instrument”, an “account”, or

“chattel paper”, within the meaning of the UCC of all jurisdictions that govern the

perfection of the security interest granted therein;

(xi)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Senior Bank Loan Investment have been duly

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other modifications of such terms and conditions that would (A) increase the

commitment or other obligations of the Borrower thereunder, (B) reduce the amount of,

or defer the date fixed for any payment of, principal, interest or fees due or owing to

Borrower, or change the manner of application of any payments owing to Borrower,

under the Investment Documents, (C) change the percentage of lenders under such Senior

Bank Loan Investment required to take any action under the applicable Investment

Documents or (D) release or substitute all or substantially all of the collateral held as

security for, or release any guaranty given to support payment of the obligations of, the

Obligor under the applicable Investment Documents;

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or, after giving effect to any applicable grace or cure

period, extend the time for payment of principal or (B) reduce the rate or, after giving

effect to any applicable grace or cure period, extend the time of payment of interest (or

any component thereof), in each case without the consent of the Administrative Agent

and the Required Lenders, such consents not to be unreasonably withheld or delayed.

Notwithstanding the foregoing in this clause (vi), any refinancing, restructuring, or new

Debt obligation that does not forgive or reduce any amount of the principal owing with

respect to such existing Senior Bank Loan Investment and results from a syndication

process by the lenders or administrative agent party to such Senior Bank Loan Investment

shall be deemed a new Senior Bank Loan Investment for purposes of this clause (vi) and

not an amendment, deferral or waiver of such existing Senior Bank Loan Investment;

obtained, effected or given and are in full force and effect, except where the failure to do

so, individually or in the aggregate, could not reasonably be expected to result in a

material adverse effect on the value, validity or collectability of such Senior Bank Loan

Investment;

(xii)

the Senior Bank Loan Investment is denominated and payable only in

Dollars in the United States, Canadian Dollars in Canada or Euro in any Participating

Member State, and the Primary Obligor for such Senior Bank Loan Investment is

organized under the laws of, and maintains its chief executive office in, (A) the United

States or any state thereof or (B) subject to clause (f) of the definition of “Borrowing

Base”, (x) Canada or any province thereof or (y) any Participating Member State;

(xiii)the Senior Bank Loan Investment bears current interest, which is due and

payable no less frequently than semi-annually;

(xiv)

the Senior Bank Loan Investment, together with the Investment

Documents related thereto, does not contravene in any material respect any Applicable

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Laws and with respect to which no Obligor is in violation of any Applicable Laws or the

terms and conditions of such Investment Documents, to the extent any such violation

results in or would be reasonably likely to result in (a) an adverse effect upon the value or

collectability of such Senior Bank Loan Investment or (b) a material adverse change in,

or a material adverse effect upon, any of (1) the financial condition, operations, business

or properties of the Obligor or any of its respective Subsidiaries, taken as a whole, (2) the

rights and remedies of the Borrower under the Investment Documents, or the ability of

the Obligor or any other loan party thereunder to perform its obligations under the

Investment Documents to which it is a party, as applicable, taken as a whole, or (3) the

collateral securing the Senior Bank Loan Investment, or the Liens thereon or the priority

of such Liens;

(xv) the Senior Bank Loan Investment, together with the related Investment

Documents, is fully assignable subject to the customary right of the obligor in a

syndicated loan or credit facility to consent to an assignment (which consent shall not be

unreasonably withheld) prior to an event of default under such Senior Bank Loan

Investment and the customary right in a syndicated loan or credit facility of the

administrative agent under such syndicated loan or credit facility to consent to the

assignment (which consent shall not be unreasonably withheld); provided that, the Senior

Bank Loan Investment may contain the following restrictions on customary and market

based terms: (a) restrictions pursuant to which assignments may be subject to the consent

of the obligor or issuer or agent under the Senior Bank Loan Investment so long as the

applicable provision also provides that such consent may not be unreasonably withheld,

(b) customary restrictions in respect of minimum assignment amounts, (c) restrictions on

transfer to parties that are not “eligible assignees” within the customary and market based

meaning of the term, and (d) restrictions on transfer to the applicable obligor or issuer

under the Senior Bank Loan Investment or its equity holders or financial sponsor entities

or competitors or, in each case, their affiliates; provided, further, that in the event that a

Loan Party is a party to an intercreditor arrangement with other lenders thereof with

payment rights or lien priorities that are junior or senior to the rights of such Loan Party,

such Portfolio Investment may be subject to customary and market based rights of first

refusal, rights of first offer and purchase rights in favor, in each case, of such other

lenders thereof;

(xvi)

the Senior Bank Loan Investment was documented and closed in

accordance with applicable Investment Policies, and each original promissory note, if

any, representing the portion of such Senior Bank Loan Investment payable to the

Borrower has been delivered to the Collateral Custodian, duly endorsed as collateral;

(xvii) the Senior Bank Loan Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the

Senior Bank Loan Investment have been made or taken;

(xviii) any Related Property with respect to such Senior Bank Loan Investment is

insured in accordance with the applicable Investment Documents;

(xix)

such Senior Bank Loan Investment will not cause the Borrower to be

deemed to own 5.0% or more of the voting securities of any publicly registered issuer or

any securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xx)

the financing of such Senior Bank Loan Investment by the Lenders does

not contravene in any material respect Regulation U of the Federal Reserve Board, nor

require the Lenders to undertake reporting thereunder which it would not otherwise have

cause to make and such Senior Bank Loan Investment does not represent payment

obligations relating to “put” rights relating to ▇▇▇▇▇▇ ▇▇▇▇▇;

(xxi)

any taxes due and payable in connection with the making of such Senior

Bank Loan Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

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(xxii) such Senior Bank Loan Investment does not contain a confidentiality

provision that restricts the ability of the Administrative Agent (assuming the

Administrative Agent agrees to be bound by the terms of the applicable confidentiality

provision), on behalf of the Secured Parties, to exercise its rights under the Loan

Documents, including, without limitation, its rights to review the Senior Bank Loan

Investment, the related Investment File or the Borrower’s credit approval file in respect

of such Senior Bank Loan Investment, unless the Administrative Agent and any Secured

Party, as applicable, is permitted to avoid such restriction by agreeing to maintain the

confidentiality of such information in accordance with the provisions of the Investment

Documents and has agreed to the terms thereof;

(xxiii) the Obligor with respect to such Senior Bank Loan Investment is not (A)

an Affiliate of the Borrower or any other Person whose investments are primarily

managed by the Borrower or any Affiliate of the Borrower, unless such Senior Bank Loan

Investment is expressly approved by the Administrative Agent (in its sole discretion), (B)

a Governmental Authority or (C) primarily in the business of nuclear waste;

(xxiv) all information delivered by any Loan Party to the Administrative Agent

with respect to such Senior Bank Loan Investment is true and correct in all material

respects to the knowledge of such Loan Party;

(xxv) such Senior Bank Loan Investment is not (A) any type of bond, whether

high yield or otherwise, or any similar financial interest, (B) an Equity Security and does

not by its terms permit the payment obligation of the Obligor thereunder to be converted

into or exchanged for equity capital of such Obligor or (C) a participation interest;

(xxvi) the proceeds of such Senior Bank Loan Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the

loan specifically to fund construction in progress; and

(xxvii) there is full recourse to the Obligor for principal and interest payments

with respect to such Senior Bank Loan Investment.

“Eligible Unquoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is an Unquoted Investment.

“Environmental Authority” means any foreign, federal, state, local or regional

government that exercises any form of jurisdiction or authority under any Environmental

Requirement.

“Environmental Authorizations” means all licenses, permits, orders, approvals, notices,

registrations or other legal prerequisites for conducting the business of a Loan Party or any

Subsidiary of a Loan Party required by any Environmental Requirement.

“Environmental Judgments and Orders” means all judgments, decrees or orders ▇▇▇▇▇▇▇

from or in any way associated with any Environmental Requirements, whether or not entered

upon consent or written agreements with an Environmental Authority or other entity arising from

or in any way associated with any Environmental Requirement, whether or not incorporated in a

judgment, decree or order.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,

regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,

franchises, licenses, agreements or other governmental restrictions relating to the environment or

to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum

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products, chemicals or industrial, toxic or hazardous substances or wastes into the environment,

including, without limitation, ambient air, surface water, groundwater or land, or otherwise

relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport

or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or

industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.

“Environmental Liabilities” means any liabilities, whether accrued, contingent or

otherwise, arising from and in any way associated with any Environmental Requirements.

“Environmental Notices” means notice from any Environmental Authority or by any

other person or entity, of possible or alleged noncompliance with or liability under any

Environmental Requirement, including without limitation any complaints, citations, demands or

requests from any Environmental Authority or from any other person or entity for correction of

any violation of any Environmental Requirement or any investigations concerning any violation

of any Environmental Requirement.

“Environmental Proceedings” means any judicial or administrative proceedings arising

from or in any way associated with any Environmental Requirement.

“Environmental Releases” means releases as defined in CERCLA or under any

applicable federal, state or local environmental law or regulation and shall include, in any event

and without limitation, any release of petroleum or petroleum related products.

“Environmental Requirements” means any legal requirement relating to health, safety or

the environment and applicable to a Loan Party, any Subsidiary of a Loan Party or the Properties,

including but not limited to any such requirement under CERCLA or similar state legislation and

all federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.

“Equity Security” means any equity security or other obligation or security that does not

entitle the holder thereof to receive periodic payments of interest and one or more installments of

principal.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended

from time to time, or any successor law and all rules and regulations from time to time

promulgated thereunder. Any reference to any provision of ERISA shall also be deemed to be a

reference to any successor provision or provisions thereof.

“Erroneous Payment” has the meaning assigned to it in Section 7.13(a).

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“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section

7.13(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.13(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

7.13(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section

7.13(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” means a single currency of the Participating Member States.

“Event of Default” has the meaning set forth in Section 6.01.

“Excluded Taxes” means, with respect to the Administrative Agent, the Issuing Bank,

any Lender or any other recipient of any payment to be made by or on account of any obligation

of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income

(however denominated), and franchise Taxes imposed on it, by the jurisdiction (or any political

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“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

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