SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

EXECUTION COPY

(MSCC FUNDING I, LLC)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 26,

2024 (this “Amendment”), is entered into by and among MSCC FUNDING I, LLC, a Delaware

limited liability company, as borrower (the “Borrower”), MAIN STREET CAPITAL

CORPORATION, a Maryland corporation, as collateral manager (the “Collateral Manager”),

VIRTUS GROUP, LP, as collateral administrator (the “Collateral Administrator”), CITIBANK,

N.A., as collateral agent (in such capacity, the “Collateral Agent”), the Lenders party hereto, and

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

swingline lender (in such capacity, the “Swingline Lender”).

RECITALS

WHEREAS, the above named parties have entered into that certain Revolving Credit and

Security Agreement, dated as of November 22, 2022 (as amended, restated, supplemented or

modified through the date hereof, the “Agreement”), by and among the Borrower, the Collateral

Manager, the Collateral Administrator, each of the Lenders from time to time party thereto, the

Administrative Agent, the Swingline Lender, the Collateral Agent and Citibank, N.A., as

Document Custodian and Custodian; and

WHEREAS, pursuant to and in accordance with Section 16.01 of the Agreement, the

parties hereto desire to amend the Agreement in certain respects as provided herein.

WHEREAS, each Lender has consented to this Amendment.

NOW, THEREFORE, based upon the above Recitals, the mutual promises and

agreements contained herein and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound,

hereby agree as follows:

SECTION 1. Definitions and Interpretation.

Each capitalized term used but not defined herein has the meaning ascribed thereto in the

Agreement. The rules of construction set forth in Section 1.02 of the Agreement are hereby

incorporated as if fully set forth herein.

SECTION 2. Amendments.

With effect as of the Effective Date, the Agreement, including the Exhibits and Schedules

attached thereto, is hereby amended as indicated in the attached Annex A with the text marked in

xxxxxxxxx indicating additions and with the text marked in strike through indicating deletions to

the Agreement.

SECTION 3. Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, all provisions of the Agreement shall remain in

full force and effect. This Amendment shall not be deemed to expressly or impliedly waive,

771639224 22723957

Second Amendment to Credit Agreement

amend or supplement any provision of the Agreement other than as expressly set forth herein and

shall not constitute a novation of the Agreement.

SECTION 4. Representations and Warranties.

Each of the Borrower and Collateral Manager hereby represents and warrants as of the

date of this Amendment as follows:

(a)

this Amendment has been duly executed and delivered by it;

(b)

this Amendment constitutes its legal, valid and binding obligation, enforceable

against it in accordance with its terms, except as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of

creditors’ rights generally or by general principles of equity;

(c)

each of the representations and warranties of the Borrower and the Collateral

Manager contained in the Facility Documents are true and correct in all material respects as of

the date of this Amendment (except to the extent such representations and warranties expressly

relate to any earlier date, in which case such representations and warranties are true and correct

in all material respects as of such earlier date as if made on such date); and

(d)

after giving effect to this Amendment, there is no Default, Event of Default,

Potential Collateral Manager Termination Event or Collateral Manager Termination Event that is

continuing or would result from entering into this Amendment.

SECTION 5. Conditions to Effectiveness.

This Amendment shall become effective on the date upon which each of the following

conditions precedent has been satisfied (the “Effective Date”):

(a)

receipt by the Administrative Agent and the Lenders of executed counterparts of:

(i)

this Amendment;

(ii)

the Amended and Restated Lender Fee Letter, dated as of the date hereof

(the “Lender Fee Letter”), by and among the Lenders and the Borrower, as agreed to and

acknowledged by the Administrative Agent;

(b)

receipt by the Administrative Agent of a legal opinion delivered by Dechert LLP,

in form and substance reasonably acceptable to the Administrative Agent;

(c)

receipt by the Lenders of the fees payable on the date hereof as specified in the

Lender Fee Letter to the extent invoiced at least one (1) Business Day prior to the Effective Date;

(d)

receipt by Xxxxx Xxxxx LLP of its reasonable and documented fees and

out-of-pocket expenses incurred in connection with the closing of the transactions contemplated

by this Amendment to the extent invoiced at least one (1) Business Day prior to the Effective

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Date; and

(e)

payment of all fees and other amounts due and payable on or prior to the date

hereof pursuant to the Facility Documents.

SECTION 6. Miscellaneous.

(a)

This Amendment may be executed in any number of counterparts and by different

parties hereto on separate counterparts, each of which counterparts, when so executed and

delivered, shall be deemed to be an original and all of which counterparts, taken together, shall

constitute but one and the same agreement. Delivery of an executed signature page of this

Amendment by facsimile or other electronic transmission shall be effective as delivery of a

manually executed counterpart hereof.

The words “execution,” “signed,” “signature,”

“delivery,” and words of like import in or relating to any document to be signed in connection

with this Amendment and all other documents to be executed in connection with this

Amendment shall be deemed to include Electronic Signatures, deliveries 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, physical delivery thereof 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; provided that nothing herein shall require the

Administrative Agent to accept Electronic Signatures in any form or format without its prior

written consent (it being understood that the Administrative Agent has agreed, for purposes of

this Amendment and all other documents to be executed in connection with this Amendment, to

accept Electronic Signatures delivered via “Adobe Sign” or “Docusign”). For purposes of this

Amendment and all other documents to be executed in connection with this Amendment,

“Electronic Signature” means an electronic symbol or process attached to, or associated with, a

contract or other record and adopted by a Person with the intent to sign, authenticate or accept

such contract or record. Each party agrees that this Amendment and all other documents to be

executed in connection with this Amendment may be electronically signed, and that any

Electronic Signatures appearing on this Amendment and all other documents to be executed in

connection with this Amendment are the same as handwritten signatures for the purposes of

validity, enforceability, and admissibility.

(b)

This Amendment may not be amended or otherwise modified except as provided

in the Agreement.

(c)

The failure or unenforceability of any provision hereof shall not affect the other

provisions of this Amendment.

(d)

This Amendment is a Facility Document and all references to a “Facility

Document” in the Agreement and the other Facility Documents shall be deemed to include this

Amendment.

(e)

This Amendment represents the final agreement between the parties only with

respect to the subject matter expressly covered hereby and may not be contradicted by evidence

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of prior, contemporaneous or subsequent oral agreements between the parties. There are no

unwritten oral agreements between the parties.

(f)

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE

PARTIES UNDER THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE

OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED

UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER

FACILITY DOCUMENT (EXCEPT, AS TO ANY OTHER FACILITY DOCUMENT, AS

EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED

HEREBY AND THEREBY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(g)

Each of the Borrower, the Collateral Manager, the Administrative Agent, and the

Lenders hereby consents to and directs each of the Collateral Administrator and the Collateral

Agent to execute this Amendment and acknowledges and agrees that each of the Collateral

Administrator and the Collateral Agent shall be fully protected in relying upon the foregoing

consent and direction and hereby releases each of the Collateral Administrator and the Collateral

Agent and its respective officers, directors, agents, employees and shareholders, as applicable,

from any liability for complying with such direction, including but not limited to any claim that

this Amendment is not authorized or permitted by the Agreement or the Facility Documents or

any claim that some or all of the conditions precedent to the execution of this Amendment have

not been complied with. Each of the Collateral Administrator and the Collateral Agent are

entitled to the benefit of every provision of the Agreement relating to the conduct of, affecting

the liability of or affording protection to the Collateral Administrator and the Collateral Agent in

entering into this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed

by their respective officers thereunto duly authorized, as of the date first written above.

BORROWER:

MSCC FUNDING I, LLC

By: Main Street Capital Corporation, its sole

member

By:

Name: Xxxx X. Xxxxxx

Title: Chief Financial Officer and

Treasurer

COLLATERAL MANAGER:

MAIN STREET CAPITAL CORPORATION

By:

Name: Xxxx X. Xxxxxx

Title: Chief Financial Officer and

Treasurer

Second Amendment to Credit Agreement

/s/ Xxxx X. Xxxxxx

COLLATERAL ADMINISTRATOR:

VIRTUS GROUP, LP

By: Rocket Partners Holdings, LLC, its General

Partner

By:__________________________________

Xxxx Xxxxxxx

Authorized Signatory

Name:

Title:

COLLATERAL AGENT:

Second Amendment to Credit Agreement

/s/ Xxxx Xxxxxxx

CITIBANK, N.A.

Name:

Title:

Xxxxxxx Xxxxxx-Xxxxx

Senior Trust Officer

By:__________________________________

/s/ Xxxxxxx Xxxxxx-Xxxxx

ADMINISTRATIVE AGENT,

SWING LINE LENDER AND

LENDER:

TRUIST BANK

Name: Xxxxx Xxxxxxx

Title: Managing Director

Second Amendment to Credit Agreement

By:__________________________________

/s/ Xxxxx Xxxxxxx

LENDER:

FIRST FINANCIAL BANK

LENDER:

ZIONS BANCORPORATIONN.A. DBA

AMEGYBANK

Second Amendment to Credit Agreement

Name: Xxxxxxx Xxxxxxxxxx

Title: Managing Director

By:__________________________________

/s/ Xxxxxxx Xxxxxxxxxx

Xxxxxx X. Xxxxxxx

First Vice President

By:__________________________________

/s/ Xxxxxx X. Xxxxxxx

APPLE BANK FOR SAVINGS

Name:

Title:

Name:Xxxx Xxxxx

Title: SVP

By:__________________________________

/s/ Xxxx Xxxxx

LENDER:

EVERBANK, N.A.

Name: Xxxxxx X'Xxxxx

Title: Director

LENDER:

WESTERN ALLIANCE BANK

Second Amendment to Credit Agreement

By:__________________________________

/s/ Xxxxxx X'Xxxxx

Title:

Managing Director

By:__________________________________

/s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

ANNEX A

See Attached

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CONFORMED THROUGH FIRSTSECOND AMENDMENT

Revolving Credit and Security Agreement

among

MSCC FUNDING I, LLC,

as Borrower,

Main Street Capital Corporation,

as Collateral Manager

the Lenders from time to time parties hereto,

Truist Bank,

as Administrative Agent and Swingline Lender

CITIBANK, N.A.,

as Collateral Agent, as Document Custodian and as Custodian

and

Virtus Group, LP,

as Collateral Administrator

Dated as of November 22, 2022

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Table of Contents

Section

Heading

Page

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION; COMPUTATIONS1

Section 1.01.

Section 1.02.

Section 1.03.

Section 1.04.

Section 1.05.

Section 1.06.

Definitions1

Rules of Construction58

Computation of Time Periods58

Collateral Value Calculation Procedures59

Divisions60

Rates61

ARTICLE II ADVANCES61

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.

Revolving Credit Facility

Making of the Advances62

Evidence of Indebtedness62

Payment of Principal and Interest63

Prepayment of Advances64

Changes of Commitments65

Maximum Lawful Rate65

Several Obligations65

Increased Costs66

Compensation; Breakage Payments67

Illegality; Inability to Determine Rates; Benchmark

Replacement Setting68

Rescission or Return of Payment70

Past Due Interest71

Payments Generally71

Section 2.12.

Section 2.13.

Section 2.14.

Section 2.15.

Section 2.16.

Section 2.17.

Section 2.18.

Refunding of Swingline Advances.

Defaulting Lenders72

Replacement of Lenders.

Increase in Facility Amount75

ARTICLE III CONDITIONS PRECEDENT76

Section 3.01.

Section 3.02.

Conditions Precedent to Initial Advances76

Conditions Precedent to Each Borrowing78

ARTICLE IV REPRESENTATIONS AND WARRANTIES79

Section 4.01.

Section 4.02.

Representations and Warranties of the Borrower79

Representations and Warranties of the Collateral Manager83

ARTICLE V COVENANTS86

Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Affirmative Covenants of the Borrower86

Negative Covenants of the Borrower91

Affirmative Covenants of the Collateral Manager94

Negative Covenants of the Collateral Manager97

Certain Undertakings Relating to Separateness97

ARTICLE VI EVENTS OF XXXXXXX00

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Section 6.01.

Section 6.02.

Events of Default99

Collateral Manager Termination Events103

ARTICLE VII PLEDGE OF COLLATERAL; RIGHTS OF THE COLLATERAL

AGENT104

Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Grant of Security104

Release of Security Interest106

Rights and Remedies106

Remedies Cumulative107

other Facility Documents.

“Collateral Default Ratio” means, on any date of determination, the percentage

equivalent of a fraction (i) the numerator of which is equal to the sum for each Collateral Loan

that became a Defaulted Collateral Loan after the Closing Date during the immediately prior

12-month period (or such shorter period as shall have elapsed since the Closing Date) of the

product of (a) the Principal Balance of such Collateral Loan multiplied by (b) 1 minus the

applicable Recovery Rate for each such Collateral Loan, and (ii) the denominator of which is

equal to (a) the sum of the Principal Balances of all Eligible Collateral Loans as of the first day

of each month during the immediately preceding 12 months (or such shorter period as shall have

elapsed since the Closing Date), divided by (b) 12; provided that, for purposes of calculating the

Collateral Default Ratio, (x) for any date of determination during the Ramp-Up Period, the

denominator in the preceding clause (ii) shall be deemed to equal the Facility Amount then in

effect, and (y) for any date of determination after the Ramp-Up Period, if the immediately prior

12-month period includes dates occurring during the Ramp-Up Period, the calculation solely

with respect to the denominator shall be equal to the average Aggregate Principal Balances of all

Eligible Collateral Loans as of the first day of each calendar month occurring after the Ramp-Up

Period.

“Collateral Interest Amount” means, as of any date of determination, without

duplication, the aggregate amount of Interest Proceeds that has been received or that is expected

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to be received according to the Related Documents (other than Interest Proceeds expected to be

received from Defaulted Collateral Loans, Ineligible Collateral Loans or Interest Proceeds the

Collateral Manager does not expect to be received on schedule), in each case during the

Collection Period (and, if such Collection Period does not end on a Business Day, the next

succeeding Business Day) in which such date of determination occurs.

“Collateral Loan” means a loan, debt obligation or debt security acquired by the

Borrower.

“Collateral Management Fees” means, collectively, Senior Collateral Management Fees

and Subordinated Collateral Management Fees.

“Collateral Management Standard” means, with respect to any Collateral Loans

included in the Collateral, to service and administer such Collateral Loans in accordance with the

Related Documents and all customary and usual servicing practices (a) which are consistent with

the higher of: (i) the customary and usual servicing practices that a prudent loan investor or

lender would use in servicing loans like the Collateral Loans for its own account, and (ii) the

same care, skill, prudence and diligence with which the Collateral Manager services and

administers loans for its own account or for the account of others with similar investment

objectives and strategies; and (b) without regard to: (i) any relationship that the Collateral

Manager or any Affiliate of the Collateral Manager may have with any Obligor or any Affiliate

of any Obligor, (ii) the Collateral Manager’s obligations to incur servicing and administrative

expenses with respect to a Collateral Loan, (iii) the Collateral Manager’s right to receive

compensation for its services hereunder or with respect to any particular transaction, (iv) the

ownership by the Collateral Manager or any Affiliate thereof of any retained interest or one or

more loans of the same class as any Collateral Loans, (v) the ownership, servicing or

management for others by the Collateral Manager of any other loans or property by the Collateral

Manager, or (vi) any relationship that the Collateral Manager or any Affiliate of the Collateral

Manager may have with any holder of other loans of the Obligor with respect to such Collateral

Loans.

“Collateral Manager” has the meaning assigned to such term in the introduction to this

Agreement.

“Collateral Manager Expense Cap” means, for any rolling twelve (12) month period,

Collateral Manager Expenses in an amount equal to $100,000.

“Collateral Manager Expenses” means, for any Interest Accrual Period, the out-

of-pocket expenses incurred by the Collateral Manager in connection with the Facility

Documents.

“Collateral Manager Termination Event” means the occurrence of any of the events, acts

or circumstances set forth in Section 6.02.

“Collateral Manager Termination Notice” has the meaning assigned to such term in

Section 6.02.

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“Collateral Quality Test” means a test that is satisfied if, as of any date of determination

after the end of the Ramp-Up Period, in the aggregate, the Collateral Loans owned (or, in relation

to a proposed purchase of a Collateral Loan, both owned and proposed to be owned) by the

Borrower satisfy, or if not satisfy, maintain or improve, each of the tests set forth below,

calculated, in each case, in accordance with Section 1.04:

(a)

the Weighted Average Spread Test;

(b)

the Weighted Average Coupon Test;

(c)

the Weighted Average Life Test; and

(d)

the Weighted Average EBITDA Test.

For the avoidance of doubt, the Collateral Quality Tests shall be deemed inapplicable during the

Ramp-Up Period.

“Collection Account” has the meaning assigned to such term in Section 8.02 and

includes the Principal Collection Account and the Interest Collection Account.

“Collection Date” means the date on which the aggregate outstanding principal amount

of the Advances have been repaid in full and all Interest and fees and all other Obligations (other

than contingent indemnification and reimbursement obligations which are unknown, unmatured

and/or for which no claim giving rise thereto has been asserted) have been paid in full, and the

Borrower shall have no further right to request any additional Advances.

“Collection Period” means, with respect to any Payment Date, the period commencing

the day immediately following the prior Collection Period (or on the Closing Date, in the case of

the Collection Period relating to the first Payment Date) and ending eight (8) Business Days after

the last day of the month or, in the case of the Collection Period immediately preceding the Final

Maturity Date or the Collection Period immediately preceding an optional prepayment in whole

of the Advances, ending on the Business Day preceding the Final Maturity Date or the date of

such prepayment, respectively.

“Collections” means all cash collections, distributions, payments and other amounts

received, and to be received, by the Borrower from any Person in respect of any Collateral Loans

constituting Collateral, including all principal, interest, fees, distributions and redemption and

withdrawal proceeds payable to the Borrower under or in connection with any such Collateral

Loans and all Proceeds from any sale or disposition of any such Collateral Loans.

“Commitment” means, as to each Lender, the obligation of such Lender to make, on and

subject to the terms and conditions hereof, Advances to the Borrower pursuant to Section 2.01 in

an aggregate principal amount at any one time outstanding for such Lender up to but not

exceeding the amount set forth opposite the name of such Lender on Schedule 1 or in the

Assignment and Acceptance or Lender Joinder Agreement pursuant to which such Lender shall

have assumed its Commitment, as applicable, as such amount may be reduced from time to time

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pursuant to Section 2.06, increased from time to time pursuant to Section 2.18 or increased or

reduced from time to time pursuant to assignments effected in accordance with Section 16.06.

“Commitment Fees” has the meaning assigned to such term in the Lender Fee Letter.

“Commitment Termination Date” means the last day of the Reinvestment Period.

“Concentration Limitations” means, as of any date of determination, the following

limitations (calculated without duplication) as applied to the Aggregate Collateral Balance of the

Eligible Collateral Loans (including, for Delayed Drawdown Collateral Loans and Revolving

Collateral Loans, the unfunded commitments thereunder) owned (or, in relation to a proposed

purchase of an Eligible Collateral Loan, proposed to be owned) by the Borrower, calculated as a

percentage of (i) during the Ramp-Up Period, the Facility Amount then in effect and (ii)

thereafter, the Aggregate Principal Balance of all Eligible Collateral Loans (including, for

Delayed Drawdown Collateral Loans and Revolving Collateral Loans, the unfunded

commitments thereunder) owned by the Borrower (after giving effect to any proposed purchase

of Eligible Collateral Loans):

(a)

not more than 5.00% may consist of Collateral Loans that are issued by a

single Obligor and its Affiliates, except that (i) up to 6.67% may consist of Collateral

Loans issued by each of the three largest single Obligors and their respective Affiliates

and (ii) up to 6.0% may consist of Collateral Loans issued by each of the fourth and fifth

largest single Obligors and their respective affiliates;

(b)

not more than 10.00% may consist of Collateral Loans that are issued by

Obligors and their Affiliates that belong to any single GICS Industry Group

Classification, except that (i) up to 25.00% may consist of Collateral Loans with Obligors

and their Affiliates in the largest GICS Industry Group Classification and (ii) up to

15.00% may consist of Collateral Loans with Obligors and their Affiliates in each of the

second and third largest GICS Industry Group Classifications;

(c)

not more than 10.00% may consist of Second Lien Loans and Split Lien

Loans, collectively; provided that not more than 5.00% may consist of Second Lien

Loans;

(d)

not more than 5.00% may consist of DIP Loans;

(e)

not more than 10.00% may consist of Collateral Loans whose Obligors are

domiciled in Canada;

(f)

not more than 10.00% may consist of Partial PIK Loans;

(g)

not more than 20.00% may consist of Revolving Collateral Loans and

Delayed Drawdown Collateral Loans, collectively;

(h)

not more than 10.00% may consist of Discount Collateral Loans;

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(i)

not more than 25.00% may consist of Credit Improved Loans;

(j)

not more than 10.00% may consist of Collateral Loans that provide for

payment of interest less frequently than quarterly;

(k)

not more than 3.00% may consist of Collateral Loans with attached equity

kickers (which shall exclude equity co-investments);

(l)except in the case of Haircut Collateral Loans, not more than 25.00% may

consist of Collateral Loans whose Obligors have an EBITDA that is less than

$10,000,000;

(m)

except in the case of Haircut Collateral Loans, not more than 15.00% may

consist of Collateral Loans that exceed one or more of the following limits: (i) the

Obligor on such Collateral Loan is a Tier 1 Obligor and has (x) with respect to a

Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater

than 5.00x, or (B) a Total Leverage Ratio greater than 7.00x, or (y) with respect to a

Stretch Senior Loan, a Total Leverage Ratio greater than 6.00x; (ii) the Obligor on such

Collateral Loan is a Tier 2 Obligor and has (x) with respect to a Collateral Loan other

than a Stretch Senior Loan, (A) a Senior Leverage Ratio greater than 4.25x, or (B) a Total

Leverage Ratio greater than 6.00x, or (y) with respect to a Stretch Senior Loan, a Total

Leverage Ratio greater than 5.25x; or (iii) the Obligor on such Collateral Loan is a Tier 3

Obligor and has (x) with respect to a Collateral Loan other than a Stretch Senior Loan,

(A) a Senior Leverage Ratio greater than 3.75x, or (B) a Total Leverage Ratio greater

than 5.00x, or (y) with respect to a Stretch Senior Loan, a Total Leverage Ratio greater

than 4.50x;

(n)

not more than 15.00% may consist of Collateral Loans that, at the time of

acquisition thereof by the Borrower or the Borrower’s commitment to acquire the same,

were LBO Loans; and

(o)

not more than 10.00% may consist of Fixed Rate Loans.; and

(p)

not more than 30% in the aggregate may consist of Collateral Loans that

are issued by the five largest Obligors and their respective Affiliates, collectively.

“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

“Base Rate”, the definition of “Business Day”, the definition of “U.S. Government Securities

Business Day”, the definition of “Interest Accrual Period” or any similar or analogous definition

(or the addition of a concept of “interest period”), 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

2.09 and other technical, administrative or operational matters) that the Administrative Agent

decides (in consultation with the Borrower) may be appropriate to reflect the adoption and

implementation of any 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

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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 (in consultation with the Borrower) is reasonably necessary in

connection with the administration of this Agreement and the other Facility Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or

measured by net income (however denominated) or that are franchise Taxes or branch profits

Taxes.

“Constituent Documents” means in respect of any Person, the certificate or articles of

formation or organization, the limited liability company agreement, operating agreement,

partnership agreement, joint venture agreement or other applicable agreement of formation or

organization (or equivalent or comparable constituent documents) and other organizational

documents and by-laws and any certificate of incorporation, certificate of formation, certificate

of limited partnership and other agreement or similar instrument filed or made in connection

with its formation or organization.

“Contribution Notice” has the meaning assigned to such term in Section 10.05.

“Control” means the direct or indirect possession of the power to direct or cause the

direction of the management or policies of a Person, whether through ownership, by contract,

arrangement or understanding, or otherwise. “Controlled” and “Controlling” have the meaning

correlative thereto.

“Covenant Lite Loan” means a Collateral Loan that does not require the Obligor to

comply with at least one of the following financial covenants during each financial covenant

reporting period applicable to such Collateral Loan, whether or not any action by, or event

relating to, the Obligor has occurred: maximum leverage, maximum senior leverage, maximum

first lien leverage, minimum fixed charge coverage, minimum tangible net worth, minimum net

worth, minimum debt service coverage, minimum interest coverage, maximum capital

expenditures, minimum EBITDA, or other customary financial covenants; provided that,

notwithstanding the foregoing, a Collateral Loan shall be deemed not to be a Covenant Lite Loan

if the Related Documents with respect to such Collateral Loan contain a cross-default provision

to, or such Collateral Loan is pari passu with, another loan of the related Obligor forming part of

the same loan facility that requires such Obligor to comply with one or more of the foregoing

financial covenants.

“Coverage Test” means each of (i) the Maximum Advance Rate Test and (ii) the Interest

Coverage Ratio Test.

“Covered Account” means each of the Collection Account (including the Interest

Collection Account and Principal Collection Account therein), the Payment Account, the

Revolving Reserve Account and the Custodial Account.

“Credit Improved Loan” means:

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(a) with respect to any Defaulted Collateral Loan, after the date on which such

loan became a Defaulted Collateral Loan (other than as a result of a Material

Modification), (i) it is current on all required payments for a period of three months (if

such loan pays monthly), two quarters (if such loan pays quarterly) or one year (if such

loan pays semiannually) and (ii) it would satisfy the definition of Eligible Collateral Loan

(other than clause (k) or clause (dd) thereof) if purchased at such time; and

(b)

with respect to any Collateral Loan which has been the subject of a

Material Modification, either (i) after the date on which such loan became a Collateral

Loan which is the subject of a Material Modification, (A) it is current on all required

payments for a period of three months (if such loan pays monthly), two quarters (if such

loan pays quarterly) or one year (if such loan pays semiannually) and (B) it would satisfy

the definition of Eligible Collateral Loan (other than clause (k) thereof as a result of such

Collateral Loan being subject to a Material Modification) if purchased at such time, or

(ii) the Administrative Agent has consented in writing to such Collateral Loan no longer

constituting a loan which has been the subject of a Material Modification hereunder.

“Credit Improved Loan Collateral Loan Balance” means, for each Credit Improved

Loan constituting an Eligible Collateral Loan, at any time, the lesser of (a) such Credit Improved

Loan’s Principal Balance and (b) such Credit Improved Loan’s Market Value.

“Current Modified Loan” means a Collateral Loan that as of the date such Collateral

Loan is modified (A) has been current on all required payments for a period of three months (if

such Collateral Loan pays monthly), two quarters (if such Collateral Loan pays quarterly) or one

year (if such Collateral Loan pays semiannually) and (B) would satisfy the definition of Eligible

Collateral Loan (other than clause (dd) thereof) if purchased on such modification date.

“Custodial Account” means the custodial account established pursuant to Section

8.03(b).

“Custodian” has the meaning assigned to such term in the introduction to this

Agreement.

“Custodian Termination Notice” is defined in Section 14.05.

“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 syndicated 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.

“Data File” has the meaning assigned to such term in Section 8.06(a).

“Debt to Capitalization Ratio” means, with respect to any Collateral Loan, the ratio of

total indebtedness to total capitalization of the related Obligor as calculated by the Collateral

Manager in good faith using information from and calculations consistent with the relevant

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financial models, pro forma financial statements, compliance statements and financial reporting

packages provided by the relevant Obligor as per the requirements of the Related Documents.

“Debtor Relief Laws” means the Bankruptcy Code, 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 event or circumstance which, with the passage of time, the giving

of notice, or both, would (if not cured or otherwise remedied during such time) constitute an

Event of Default.

“Defaulted Collateral Loan” means any Collateral Loan as to which any of the following

occurs:

(a)

a default as to all or any portion of one or more payments of principal,

interest or commitment fees has occurred (giving effect to any grace period applicable

thereto but in no event exceeding ten (10) Business Days past the applicable due date);

(b)

a default (other than a payment default described in clause (a) above) has

occurred under the applicable Related Documents and for which the Borrower (or the

administrative agent or required lenders pursuant to the Related Documents, as

applicable) has elected to exercise any of its rights and remedies under such Related

Documents (including, but not limited to, acceleration, foreclosing on collateral, or the

imposition of default pricing for a period of greater than two months);

(c)

except in the case of a DIP Loan, the related Obligor of such Collateral

Loan is subject of an Insolvency Event (without giving effect to any grace period set forth

in such definition);

(d)

any portion of principal and/or interest payable thereunder has been

waived or forgiven (other than default interest) by the holders of such obligation;

(e)

the Collateral Manager has reasonably determined in accordance with the

Collateral Management Standard that such Collateral Loan is not collectible or should be

placed on “non-accrual” status; or

(f)

a Material Modification (subject to clause (i) of the proviso contained in

the definition thereof);

provided that a Collateral Loan that meets the criteria for a Credit Improved Loan shall no longer

be characterized as a Defaulted Collateral Loan hereunder.

“Defaulted Collateral Loan Balance” means, for each Defaulted Collateral Loan, at any

time, the lesser of (a) the current Market Value of such Defaulted Collateral Loan and (b) the

product of (i) the Recovery Rate of such Defaulted Collateral Loan and (ii) the Principal Balance

of such Defaulted Collateral Loan; provided that the Defaulted Collateral Loan Balance shall be

zero if such loan (x) is a Defaulted Collateral Loan pursuant to the definition thereof for six (6)

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consecutive months or (y) is a Defaulted Collateral Loan pursuant to clause (d) of the definition

thereof or pursuant to clauses (b) or (e) of the definition of “Material Modification”; provided

further that any Defaulted Collateral Loan that meets the criteria to qualify as a Credit Improved

Loan shall no longer be characterized as a Defaulted Collateral Loan and shall instead be

characterized as a Credit Improved Loan; provided further that the Market Value of any

Defaulted Collateral Loan determined under clause (a) shall be subject to the Administrative

Agent’s right to challenge such value in its sole discretion; provided further that the Collateral

Manager shall have the right to dispute such challenge by providing the Administrative Agent

with an Appraisal (at the expense of the Borrower), which Appraisal shall constitute the Market

Value of such Defaulted Collateral Loan from and after receipt of such Appraisal.

“Defaulting Lender” means, subject to Section 2.16, any Lender that (a) has failed to (i)

fund all or any portion of its Advances (including its participation in a Swingline Advance)

within two (2) Business Days of the date such Advances were required to be funded hereunder

unless such Xxxxxx notifies the Administrative Agent and the Borrower in writing that such

failure is the result of such Xxxxxx’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 or (ii) pay to the

Administrative Agent or any other Lender any other amount required to be paid by it hereunder

within two (2) Business Days of the date when due, (b) has notified the Borrower or the

Administrative Agent in writing that it does not intend to comply with its funding obligations

hereunder, or has made a public statement to that effect (unless such writing or public statement

relates to such Xxxxxx’s obligation to fund an Advance (including participation in a Swingline

Advance) hereunder and states that such position is based on such Xxxxxx’s 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), (c) has

failed, within three (3) Business Days after written request by the Administrative Agent or the

Xxxxxxxx, 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), or (d) has, or has a direct or indirect parent company

that has, at any time after the Closing Date (i) become the subject of a proceeding under any

Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee,

administrator, assignee for the benefit of creditors or similar Person charged with reorganization

or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or

any other state or federal regulatory authority acting in such a capacity or (iii) become the subject

of a Bail-In Action; 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 any one or more of clauses (a) through (d) above shall be

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Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such

determination to the Borrower and each Lender.

“Delayed Drawdown Collateral Loan” means a Collateral Loan that (a) requires

(whether or not subject to satisfaction of certain conditions precedent in the applicable Related

Documents) the Borrower to make one or more future advances to the Obligor under the Related

Documents, (b) specifies a maximum amount that can be borrowed on one or more fixed

borrowing dates, and (c) does not permit the re-borrowing of any amount previously repaid by

the Obligor thereunder, provided that any such Collateral Loan will be a Delayed Drawdown

Collateral Loan only to the extent of undrawn commitments and solely until all commitments by

the Borrower to make advances on such Collateral Loan to the Obligor under the Related

Documents expire or are terminated or are reduced to zero.

“Deliver” or “Delivered” or “Delivery” means the taking of the following steps:

(a)

in the case of each Instrument, causing the Custodian to maintain

continuous possession of such Instrument;

(b)

in the case of each Certificated Security (other than a Clearing

Corporation Security):

(i)

causing the delivery of such Certificated Security to the Custodian

(or, for any such items which are promissory notes or other evidence representing

a loan obligation, the Document Custodian) by registering the same in the name

of the Custodian or its affiliated nominee or by endorsing the same to the

Custodian or in blank;

(ii) causing the Custodian to indicate continuously on its books and

records that such Certificated Security is credited to the applicable Covered

Account; and

(iii)

causing the Custodian to maintain continuous possession of such

Certificated Security;

(c)

in the case of each Uncertificated Security (other than a Clearing

Corporation Security):

(i)

causing such Uncertificated Security to be continuously registered

on the books of the issuer thereof to the Custodian; and

(ii)

causing the Custodian to indicate continuously on its books and

records that such Uncertificated Security is credited to the applicable Covered

Account;

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(d)

in the case of each Clearing Corporation Security:

(i)

causing the relevant Clearing Corporation to credit such Clearing

Corporation Security to the securities account of the Custodian, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Clearing Corporation Security is credited to the applicable

Covered Account;

(e)

in the case of each security issued or guaranteed by the United States of

America or agency or instrumentality thereof and that is maintained in book-entry records

of a Federal Reserve Bank (“FRB”) (each such security, a “Government Security”):

(i)

causing the creation of a Security Entitlement to such Government

Security by the credit of such Government Security to the securities account of the

Custodian at such FRB, and

(ii) causing the Custodian to indicate continuously on its books and

records that such Government Security is credited to the applicable Covered

Account;

(f)

in the case of each Security Entitlement not governed by clauses (a)

through (e) above:

(i)

causing a Securities Intermediary (x) to indicate on its books and

records that the underlying Financial Asset has been credited to the appropriate

Covered Account, (y) to receive a Financial Asset from a Securities Intermediary

or to acquire the underlying Financial Asset from a Securities Intermediary, and in

either case, accepting it for credit to the appropriate Covered Account or (z) to

become obligated under any other Law to credit the underlying Financial Asset to

a Securities Intermediary’s securities account,

(ii)

causing such Securities Intermediary to make entries on its books

and records continuously identifying such Security Entitlement as belonging to

the Custodian and continuously indicating on its books and records that such

Security Entitlement is credited to one of the Covered Accounts, which shall at all

times be a securities account, and

(iii)

causing the Custodian to indicate continuously on its books and

records that such Security Entitlement (or all rights and property of the Custodian

representing such Security Entitlement) is credited to the applicable Covered

Account;

(g)

in the case of Cash or Money:

(i)

causing the delivery of such Cash or Money to the Custodian,

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(ii)

causing the Custodian to credit such Cash or Money to a

“securities account” (as defined in Section 8-501(a) of the UCC), which may be a

component account of the applicable Covered Account, in accordance with

Article 9 of the UCC, pursuant to agreement by the Custodian to treat such Cash

or Money as a Financial Asset, and

(iii) causing the Custodian to indicate continuously on its books and

records that such Cash or Money is credited to the applicable Covered Account;

(h)

with respect to such of the Collateral as constitutes an account or general

intangible or is not otherwise described in the foregoing clauses (a) through (g), causing

to be filed with the Delaware Secretary of State a properly completed UCC financing

statement that names the Borrower as debtor and the Collateral Agent as secured party

and that describes such Collateral (which financing statement may have been previously

filed) or any equivalent filing in any applicable jurisdiction; or

(i)

in the case of each of clauses (a) through (h) above, such additional or

alternative procedures as may hereafter become appropriate to perfect the security interest

granted to the Collateral Agent hereunder in such items of the Collateral, consistent with

Applicable Law.

In addition, the Collateral Manager on behalf of the Borrower will obtain any and all

consents required by the Related Documents relating to any Instruments, accounts or general

intangibles for the transfer of ownership and/or pledge hereunder (except to the extent that the

requirement for such consent is rendered ineffective under Section 9-406 of the UCC).

“Designation Date” means, with respect to each Collateral Loan, the first date on which

the Collateral Loan is included in the Borrowing Base, as referenced in a Borrowing Base

Calculation Statement.

“Determination Date” means the last day of each Collection Period.

“DIP Loan” means an obligation:

(a)

obtained or incurred after the entry of an order of relief in a case pending

under Chapter 11 of the Bankruptcy Code,

(b)

to a debtor in possession as described in Chapter 11 of the Bankruptcy

Code or a trustee (if appointment of such trustee has been ordered pursuant to Section

1104 of the Bankruptcy Code),

(c)

on which the related Obligor is required to pay interest and/or principal on

a current basis, and

(d) approved by a Final Order or Interim Order of the bankruptcy court so

long as such obligation is (A) fully secured by a lien on the debtor’s otherwise

unencumbered assets pursuant to Section 364(c)(2) of the Bankruptcy Code, (B) fully

secured by a lien of equal or senior priority on property of the debtor estate that is

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otherwise subject to a lien pursuant to Section 364(d) of the Bankruptcy Code or (C) is

secured by a junior lien on the debtor’s encumbered assets (so long as such loan is fully

secured based on the most recent current valuation or appraisal report, if any, of the

debtor).

“Discount Collateral Loan” means any Collateral Loan having a purchase price of less

than 95% of par.

“Document Custodian” means Citibank, N.A. when acting in the role of a custodian of

the Related Documents hereunder.

“Document Custodian Facilities” means the office of the Document Custodian specified

on Schedule 5.

“Document Custodian Termination Notice” is defined in Section 13.05.

“Dollars” and “$” mean lawful money of the United States of America.

“Due Date” means each date on which any payment is due on a Collateral Loan in

accordance with its terms.

“EBITDA” means, with respect to any Relevant Test Period and any Collateral Loan, the

meaning of the term “Adjusted EBITDA”, the term “EBITDA” or any comparable definition in

the Related Documents for such period and Collateral Loan (or, in the case of a Collateral Loan

for which the Related Documents have not been executed, as set forth in the relevant marketing

materials or financial model in respect of such Collateral Loan) as determined in the good faith

discretion of the Collateral Manager, and, in any case that the term “Adjusted EBITDA”, the

term “EBITDA” or such comparable definition is not defined in such Related Documents, an

amount, for the principal Obligor thereunder and any of its parents or subsidiaries that are

obligated as guarantor pursuant to the Related Documents for such Collateral Loan (determined

on a consolidated basis without duplication in accordance with GAAP (and also on a pro forma

basis as determined in good faith by the Collateral Manager in case of any acquisitions)) equal to

earnings from continuing operations for such period plus interest expense, income taxes,

unallocated depreciation and amortization for such period (to the extent deducted in determining

earnings from continuing operations for such period), amortization of intangibles (including

goodwill, financing fees and other capitalized costs), other non-cash charges and organization

costs, extraordinary, one-time and/or non-recurring losses or charges, and any other item the

Collateral Manager and the Administrative Agent deem to be appropriate. Notwithstanding the

foregoing, in no event shall the EBITDA of an Obligor be based solely on prospective or

modeled performance as opposed to historical performance (including pro forma calculations).

“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 Person 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.

771643024 22723957

“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 Collateral Loan” means a Collateral Loan that meets each of the following

criteria:

(a)

is a First Lien Loan (including, for the avoidance of doubt, a Stretch

Senior Loan), Split First Lien Loan, Split Lien Loan or Second Lien Loan;

(b)

at the time of acquisition thereof by the Borrower, was acquired for a

purchase price of more than 85% of par;

(c)

permits the purchase thereof by or assignment thereof to the Borrower and

the pledge thereof to the Collateral Agent;

(d)

is denominated and payable solely in Dollars;

(e)

principally

the primary Obligor thereon (i.e., the Obligor under which the loan was

underwritten) is domiciled in the United States (or any state, territory or

possession thereof) or Canada (or any province thereof);

(f) no portion thereof (including any conversion option, exchange option,

warrant or other component thereof) is exchangeable or convertible into an Equity

Security at the option of the related Obligor;

(g)

is not an Equity Security or a component of an Equity Security;

(h)

at the time of acquisition thereof by the Borrower, is not the subject of an

offer or call for redemption;

(i)

does not constitute Margin Stock;

(j)

does not subject the Borrower to withholding tax unless the related

Obligor is required to make “gross-up” payments that ensure that the net amount actually

received by the Borrower (after payment of all taxes, whether imposed on such Obligor

or the Borrower) will equal the full amount that the Borrower would have received had

no such taxes been imposed;

(k)

at the time of acquisition thereof by the Borrower, is not a Defaulted

Collateral Loan;

(l)

is not a non-cash paying PIK Loan;

(m)

is not a Zero Coupon Obligation;

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(n)

is not a Covenant Lite Loan;

(o)

is not a Structured Finance Obligation, a bond, a synthetic security, a

finance lease or chattel paper;

(p)

maturity;

provides for the full principal balance to be payable at or prior to its

(q)

is not a participation interest; provided that participation interests may be

acquired by the Borrower within five (5) Business Days of the Closing Date if such

participation interests are elevated to a full assignment within 75 calendar days of

acquisition (and if not so elevated, such Collateral Loan shall no longer constitute an

Eligible Collateral Loan until such Collateral Loan is elevated unless the Administrative

Agent otherwise consents to a longer period);

(r)

has a remaining term to maturity of not more than seven (7) years;

(s)

provides for payment of interest at least semi-annually;

(t)

at the time of acquisition thereof by the Borrower, the obligation of the

related Obligor to pay principal and interest is not contingent on any material non-credit

related risk (such as the occurrence of a catastrophe), as determined by the Collateral

Manager in its sole discretion;

(u)

is not an obligation (other than a Revolving Collateral Loan or a Delayed

Drawdown Collateral Loan) pursuant to which any future advances or payments to the

Obligor may be required to be made by the Borrower;

(v)

will not cause the Borrower or the pool of Collateral to be required to be

registered as an investment company under the Investment Company Act;

(w)

was underwritten based on the enterprise value of the applicable Obligor

and not primarily the value of any real estate securing such Collateral Loan;

(x)

is not an interest only obligation (meaning, for the avoidance of doubt, that

the obligations thereunder constitute only interest payments (e.g., an I/O strip and not an

obligation with a bullet or balloon principal payment));

(y)

is not a letter of credit (other than a Revolving Collateral Loan that

includes a letter of credit sub-facility as long as the Borrower is not the letter of credit

issuer with respect thereto);

(z)

is in “registered” form for U.S. federal income tax purposes;

(aa)

promptly after the acquisition of such Collateral Loan, the Borrower has

delivered to the Document Custodian or the Collateral Administrator, in accordance with

the provisions of Article XII, (i) an executed copy of the Related Documents and (ii) the

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executed physical note evidencing such Collateral Loan (if any) or a copy of the

assignment or transfer agreement pursuant to which the Borrower acquired its interest;

(bb)

at the time of the Designation Date for such Collateral Loan, has (i) a Tier

1 Obligor with (x) in respect of a Collateral Loan other than a Stretch Senior Loan, (A) a

Senior Leverage Ratio of less than or equal to 5.50x and (B) a Total Leverage Ratio of

less than or equal to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage

Ratio of less than or equal to 6.50x; (ii) a Tier 2 Obligor with (x) in respect of a

Collateral Loan other than a Stretch Senior Loan, (A) a Senior Leverage Ratio of less

than or equal to 4.75x and (B) a Total Leverage Ratio of less than or equal to 6.50x, or

(y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of less than or equal to

5.75x; or (iii) a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a Stretch

Senior Loan, (A) a Senior Leverage Ratio of less than or equal to 4.25x and (B) a Total

Leverage Ratio of less than or equal to 5.50x, or (y) in respect of a Stretch Senior Loan, a

Total Leverage Ratio of less than or equal to 5.00x; provided that any such Collateral

Loan that does not meet the criteria in this clause (bb) (but, for the avoidance of doubt,

otherwise constitutes an Eligible Collateral Loan) at any time shall not be considered an

Ineligible Collateral Loan, but shall be considered a Haircut Collateral Loan, hereunder;

(cc)

at the time of the Designation Date for such Collateral Loan, has an

Obligor with an EBITDA of at least $5,000,000; provided that any such Collateral Loan

that does not meet the criteria in this clause (cc) (but, for the avoidance of doubt,

otherwise constitutes an Eligible Collateral Loan) at any time after such Designation Date

shall not be considered an Ineligible Collateral Loan, but shall be considered a Haircut

Collateral Loan hereunder;

(dd)

at the time of acquisition thereof by the Borrower, has not been more than

thirty (30) days past due with respect to payments of either interest or principal on such

Collateral Loan within the past twelve (12) months;

(ee)

the Related Documents for such Collateral Loan are governed by the Laws

of the United States (or any state thereof) or Canada (or any province thereof); provided

that if such Collateral Loan (i) is owed by an Obligor (other than a guarantor) who is

domiciled (within the meaning of the Civil Code of Quebec) in the Province of Quebec or

whose address (as indicated in the Related Documents) is located in the Province of

Quebec, (ii) in respect of which the Related Documents provide that payments are to

made to an address or a bank account located or maintained in the Province of Quebec or

(iii) in respect of which the Related Documents governing the Collateral Loan contain a

stipulation to the effect that such contract is governed by the laws of the Province of

Quebec, then the Borrower shall have delivered security documentation reasonably

satisfactory to the Administrative Agent; and

(ff)

is not an obligation of an Obligor (or guarantor) engaged in (i) assault

weapons or firearms manufacturing, (ii) payday lending or adult entertainment, (iii) the

gaming industry (other than hospitality and/or resorts development, or the management

thereof or Obligors with ancillary business units that provide services to the gaming

771643024 22723957

industry but who are not primarily involved in such activities) or (iv) the growth and sale

of marijuana.

“Eligible Investments” means any Dollar investment that, at the time it is Delivered

(directly or through an intermediary or bailee), is Cash or one or more of the following

obligations or securities:

(a)

direct interest bearing obligations of, and interest bearing obligations

guaranteed as to timely payment of principal and interest by, the United States or any

agency or instrumentality of the United States, the obligations of which are backed by the

full faith and credit of the United States;

(b)

demand or time deposits in, certificates of deposit of, bank deposit

products, demand notes of, or bankers’ acceptances issued by any depository institution

or trust company organized under the Laws of the United States or any State thereof

(including any federal or state branch or agency of a foreign depository institution or trust

company) and subject to supervision and examination by federal and/or state banking

authorities (including, if applicable, the Collateral Agent, the Custodian, the Collateral

Administrator or the Administrative Agent or any agent thereof acting in its commercial

capacity); provided that the short-term unsecured debt obligations of such depository

institution or trust company at the time of such investment, or contractual commitment

providing for such investment, are rated at least “A-1” by S&P and “P-1” by Xxxxx’x;

(c)

commercial paper that (i) is payable in Dollars and (ii) is rated at least

“A-1” by S&P and “P-1” by Xxxxx’x; and

(d)

units of money market funds having a rating of the Highest Required

Investment Category from each of S&P and Moody’s.

No Eligible Investment shall have an “f,” “r,” “p,” “pi,” “q,” “sf” or “t” subscript

affixed to its S&P rating. Any such investment may be made or acquired from or through

the Collateral Agent or the Administrative Agent or any of their respective Affiliates, or

any Person for whom the Collateral Agent, the Administrative Agent, the Custodian, the

Collateral Administrator or any of their respective Affiliates provides services and

receives compensation (so long as such investment otherwise meets the applicable

requirements of the foregoing definition of Eligible Investment at the time of acquisition)

or acts as offeror of; provided that, notwithstanding the foregoing clauses (a) through (d),

Eligible Investments may only include obligations or securities that constitute cash

equivalents for purposes of the rights and assets in paragraph (c)(8)(i)(B) of the

exclusions from the definition of “covered fund” for purposes of the Xxxxxxx Rule. The

Collateral Agent, the Collateral Administrator, Custodian and Document Custodian shall

have no obligation to determine or oversee compliance with the foregoing or to determine

whether an investment is an “Eligible Investment”.

“Engagement Letter” means that certain engagement letter, dated as of October 11, 2022,

by and between Main Street Capital Corporation and Truist Securities, Inc.

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“Equity Security” means any stock or similar security, certificate of interest or

participation in any profit sharing agreement, reorganization certificate or subscription,

transferable share, voting trust certificate or certificate of deposit for an equity security, limited

partnership interest, interest in a joint venture, or certificate of interest in a business trust; any

security future on any such security; or any security convertible, with or without consideration

into such a security, or carrying any warrant or right to subscribe to or purchase such a security;

or any such warrant or right.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended

from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA

or the regulations issued thereunder with respect to a Plan (other than an event for which the

thirty day notice requirement is waived); (b) the failure with respect to any Plan to satisfy the

“minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA);

for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that

any Plan is, or is expected to be, in “at risk” status (as defined in Section 430 of the Code or

Section 303 of ERISA); (e) the incurrence by the Borrower or any member of its ERISA Group

of any material liability under Title IV of ERISA with respect to the termination of any Plan; (f)

(i) the receipt by the Borrower or any member of its ERISA Group from the PBGC of a notice of

determination that the PBGC intends to seek termination of any Plan or to have a trustee

appointed for any Plan under Section 4041(c) of ERISA, or (ii) the filing by the Borrower or any

member of its ERISA Group of a notice of intent to terminate any Plan; (g) the incurrence by the

Borrower or any member of its ERISA Group of any material liability (i) with respect to a Plan

pursuant to Sections 4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to

Section 4062(e) of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any

Multiemployer Plan; (h) the receipt by the Borrower or any member of its ERISA Group of any

notice concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, in endangered status or critical status, within the

meaning of Section 432 of the Code or Section 305 of ERISA or is or is expected to be insolvent,

within the meaning of Title IV of ERISA; or (i) the failure of the Borrower or any member of its

ERISA Group to make any required contribution to a Multiemployer Plan.

“ERISA Group” means, with respect to any Person, each controlled group of

corporations or trades or businesses (whether or not incorporated) under common control that is

treated as a single employer under Section 414(b) or (c) of ERISA or, for purposes of Section

302 of ERISA or Section 412(m) or (o) of the Code, with such Person.

“Erroneous Payment” has the meaning assigned to it in Section 12.07(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section

12.07(d).

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“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section

12.07(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section

12.07(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.

“Event of Default” means the occurrence of any of the events, acts or circumstances set

forth in Section 6.01.

“Excess Concentration Amount” means, at any time in respect of which any one or more

of the Concentration Limitations are exceeded, the portions (calculated by the Collateral

Manager without duplication) of the Aggregate Collateral Balance of each Eligible Collateral

Loan that cause such Concentration Limitations to be exceeded; provided that (i) any Excess

Concentration Amount related to clause (l) of the definition of Concentration Limitations shall

be calculated as the product of (a) the portions (calculated without duplication) of the Aggregate

Collateral Balance of each Eligible Collateral Loan that causes such Concentration Limitation to

be exceeded, times (b) 1 minus the Recovery Rate applicable to each such Collateral Loan and

(ii) any Excess Concentration Amount related to clause (m) of the definition of Concentration

Limitation shall be calculated as the product of (a) the portions (calculated without duplication)

of the Aggregate Collateral Balance of each Eligible Collateral Loan that causes such

Concentration Limitation to be exceeded, times (b) 1 minus the lower of (x) 90% or (y) the

Market Value applicable to each such Collateral Loan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder, all as from time to time in effect, or any successor law,

rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to

be a reference to any successor statutory or regulatory provision.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Secured Party or required to be withheld or deducted from a payment to a Secured Party:

(a) Taxes imposed on or measured by a Secured Party’s net income (however denominated),

franchise Taxes imposed on a Secured Party, and branch profits Taxes imposed on a Secured

Party, in each case, (i) by the jurisdiction (or any political subdivision thereof) under the Laws of

which such Secured Party is organized or in which its principal office is located or, in the case of

any Lender, in which its applicable lending office is located or (ii) that are Other Connection

Taxes, (b) in the case of any Lender, U.S. federal withholding Taxes imposed on amounts

payable to or for the account of such Xxxxxx, with respect to any applicable interest in Advances

or Commitments, pursuant to a Law in effect on the date on which (i) such Lender becomes a

party hereto (other than pursuant to an assignment requested by the Borrower under Section

2.17) or (ii) such Lender changes its lending office, except in each case to the extent that,

pursuant to Section 16.03(h), amounts with respect to such Taxes were payable either to such

Xxxxxx’s assignor immediately before such Xxxxxx became a party hereto or to such Lender

immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s

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failure to comply with Section 16.03(g), and (d) U.S. federal withholding Taxes imposed under

FATCA.

“Facility Amount” means (a) on or prior to the Commitment Termination Date,

$240,000,000600,000,000 (as such amount may be reduced from time to time pursuant to

Section 2.06 or increased from time to time in accordance with Section 2.18) and (b) following

the Commitment Termination Date, the outstanding principal balance of all the Advances.

“Facility Amount Increase” means an increase in the Facility Amount pursuant to

Section 2.18.

“Facility Amount Increase Agreement” has the meaning assigned to such term in Section

2.18.

“Facility Amount Increase Request” has the meaning assigned to such term in Section

2.18.

“Facility Documents” means this Agreement, the Purchase and Contribution Agreement,

the Account Control Agreement, the Fee Letters, and any other security agreements and other

instruments entered into or delivered by or on behalf of the Borrower pursuant to Section 5.01(c)

to create, perfect or otherwise evidence the Collateral Agent’s security interest in the Collateral.

“FATCA” means Sections 1471 through 1474 of

Agreement (or any amended or successor version that is

materially more onerous to comply with), any current

the Code, as of the date of this

substantively comparable and not

or future regulations or official

interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code

and any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement, treaty or convention among Governmental Authorities entered into

in connection with the implementation of the foregoing.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal

for each day during such period to the weighted average of the rates on overnight Federal funds

transactions with members of the Federal Reserve System arranged by Federal funds brokers, as

published for such day (or, if such day is not a Business Day, for the next preceding Business

Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day

which is a Business Day, the average of the quotations for such day on such transactions received

by the Administrative Agent from three Federal funds brokers of recognized standing selected by

it; provided that, if at any time a Lender is borrowing overnight funds from a Federal Reserve

Bank that day, the Federal Funds Rate for such Lender for such day shall be the average rate per

annum at which such overnight borrowings are made on that day as promptly reported by such

Lender to the Borrower and the Agents in writing. Each determination of the Federal Funds Rate

by a Lender pursuant to the foregoing proviso shall be conclusive and binding except in the case

of manifest error. Notwithstanding anything herein to the contrary, in no event shall the Federal

Funds Rate be less than 0.00%.

“Fee Letters” means the Lender Fee Letter and the Collateral Agent and Collateral

Administrator Fee Letter.

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“Final Maturity Date” means the earlier of (a) the second anniversary of the Scheduled

Reinvestment Period End Date (or such later date as may be agreed by the Borrower and each of

the Lenders and notified in writing to the Agents) or (b) the date of the termination of the

Commitments and acceleration of the Obligations pursuant to Section 6.01.

“Final Order” means an order, judgment, decree or ruling the operation or effect of

which has not been stayed, reversed or amended and as to which order, judgment, decree or

ruling (or any revision, modification or amendment thereof) the time to appeal or to seek review

or rehearing has expired and as to which no appeal or petition for review or rehearing was filed

or, if filed, remains pending.

“Financial Asset” has the meaning assigned to such term in Section 8-102(a)(9) of the

UCC.

“First Lien Loan” means any Collateral Loan (for purposes of this definition, a “loan”)

that meets the following criteria:

(a)

is not (and is not expressly permitted by its terms to become) subordinate

in right of payment to any other obligation for borrowed money of the Obligor of such

loan, unless such loan is a Split First Lien Loan;

(b)

is secured by a valid first priority perfected Lien in, to or on specified

collateral (unless such loan is a Split Lien Loan) securing the Obligor’s obligations under

such loan (whether or not such loan is also secured by any lower priority Lien on other

collateral), but subject to purchase money Liens and customary Liens for taxes or

regulatory charges not then due and payable and other permitted Liens under the Related

Documents; provided that such permitted Liens do not directly secure indebtedness for

borrowed money;

(c)

is secured, pursuant to such first priority perfected Lien (unless such loan

is a Split Lien Loan), by collateral having a value (determined as set forth below) that is

not less than the Principal Balance of such loan plus the aggregate Principal Balances of

all other loans of equal seniority secured by a first Lien in the same collateral; and

(d)

is not a loan which is secured solely or primarily by the common stock of

its Obligor or any of its Affiliates;

provided that the limitation set forth in clause (d) of this definition shall not apply with

respect to a Collateral Loan made to a parent entity that is secured solely or primarily by the

stock of one or more subsidiaries of such parent entity to the extent that either (i) in the

Collateral Manager’s judgment, the applicable Related Documents of such Collateral Loan limit

the activities of such Obligor or such subsidiary, as applicable, in such a manner so as to provide

a reasonable expectation that (x) cash flows from such Obligor or from such subsidiary and such

Obligor, as applicable, are sufficient to provide debt service on such Collateral Loan and (y)

assets of such Obligor or of such subsidiary and such Obligor, as applicable, would be available

to repay principal of and interest on such Collateral Loan in the event of the enforcement of such

Related Documents or (ii) the granting by any such subsidiary of a Lien on its own property

would violate law or regulations applicable to such subsidiary (whether the obligation secured is

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such Collateral Loan or any other similar type of indebtedness owing to third parties); provided

that (i) neither a First Lien/Last Out Loan nor a Split Lien Loan shall constitute a First Lien Loan

and (ii) a Split First Lien Loan and Stretch Senior Loan shall constitute a First Lien Loan;

provided, however, that, for purposes of determining the applicable Advance Rate for a Stretch

Senior Loan (or portion thereof), such Advance Rate shall be determined in accordance with the

definition of Stretch Senior Loan.

The determination as to whether clause (c) of this definition is satisfied shall be based on

both (a) an analysis of the enterprise value (including, without limitation, its general financial

condition, ability to generate cash flow available for debt service and other demands for that cash

flow) of the related Obligor by the Collateral Manager or an Appraisal or other valuation (which

may be an internal Appraisal or valuation performed by the Collateral Manager) performed on or

about the date of acquisition by the Borrower or of the most recent restructuring of such

Collateral Loan, and (b) the Collateral Manager’s judgment at the time such Collateral Loan is

acquired by the Borrower.

“First Lien/Last Out Loan” means a Collateral Loan (other than a Split First Lien Loan

or a Split Lien Loan) that would constitute a First Lien Loan (other than by operation of the

proviso in the definition of such term) but that, in the case of an event of default under the

applicable Related Document, will be paid after one or more tranches of first lien loans issued by

the same Obligor have been paid in full in accordance with a specified waterfall of payments.

“Fixed Charge Coverage Ratio” means, with respect to any Collateral Loan for any

Relevant Test Period, the meaning of “Fixed Charge Coverage Ratio” or any comparable term

relating to the ratio of fixed charges to EBITDA defined in the Related Documents for such

Collateral Loan, and in any case that “Fixed Charge Coverage Ratio” or such comparable term is

not defined in such Related Documents, the ratio of (a) fixed charges to (b) EBITDA as

calculated by the Collateral Manager in good faith using information from and calculations

consistent with the relevant financial models, pro forma financial statements, compliance

statements and financial reporting packages provided by the relevant Obligor as per the

requirements of the Related Documents.

“Fixed Rate Loan” means any Collateral Loan that bears a fixed rate of interest.

“Floating Rate Loan” means any Collateral Loan that bears a floating rate of interest.

“Floor” means a rate of interest equal to 0.00%.

“Floor Loan” means, as of any date:

(a)

a Floating Rate Loan (1) for which the Related Documents provide for a

SOFR rate option (or other applicable benchmark rate) and that such SOFR rate (or other

applicable benchmark rate) is calculated as the greater of a specified “floor” rate per

annum and the SOFR rate (or other applicable benchmark rate) for the applicable interest

period and (2) that, as of such date, bears interest based on such SOFR rate option (or

other applicable benchmark rate), but only if as of such date the SOFR rate (or other

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applicable benchmark rate) for the applicable interest period is less than such floor rate;

and

(b)

a Floating Rate Loan (1) for which the Related Documents provide for a

base or prime rate option and such base or prime rate is calculated as the greater of a

specified “floor” rate per annum and the base or prime rate for the applicable interest

period and (2) that, as of such date, bears interest based on such base or prime rate

option, but only if as of such date the base or prime rate for the applicable interest period

is less than such floor rate.

“FRB” has the meaning assigned to such term in the definition of Deliver.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting

Xxxxxx’s Percentage of the amount of Swingline Advances other than Swingline Advances as to

which such Defaulting Lender’s participation obligation has been reallocated to other Lenders,

repaid by the Borrower or for which cash collateral or other credit support acceptable to the

Swingline Lender shall have been provided in accordance with the terms hereof.

“Fundamental Amendment” means any amendment, modification, waiver or supplement

of or to this Agreement that would (a) increase or extend the term of the Commitments or change

the Final Maturity Date (other than an increase of the Commitment of a particular Lender or the

addition of a new Lender agreed to by the relevant Lender), (b) extend the date fixed for the

payment of principal of or interest on any Advance or any fee hereunder, (c) reduce the amount

of any such payment of principal, (d) reduce the rate at which Interest is payable thereon or any

fee is payable hereunder, (e) release any material portion of the Collateral, except in connection

with dispositions permitted hereunder, (f) alter the terms of Section 9.01 or Section 16.01(b), (g)

modify the definition of the terms “Majority Lenders”, “Required Lenders”, “Maximum

Available Amount”, “Borrowing Base”, “Maximum Advance Rate Test”, “Maximum Advance

Rate Default Test” or “Minimum Equity Amount”; (h) modify in any other manner the number

or percentage of the Lenders required to make any determinations or waive any rights hereunder

or to modify any provision hereof or (i) extend the Reinvestment Period.

“GAAP” means generally accepted accounting principles in effect from time to time in

the United States.

“GICS” means, as of any date, the most recently published Global Industry Classification

Standard.

“GICS Industry Group Classification” means any industry group classification within

GICS set forth in Schedule 4 hereto, as updated and amended from time to time.

“Government Security” has the meaning assigned to such term in the definition of

Deliver.

“Governmental Authority” means any nation or government, any state, province, territory

or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,

administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other

Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or

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functions of or pertaining to government, including the Securities and Exchange Commission,

the stock exchanges, any Federal, state, territorial, county, municipal or other government or

governmental agency, arbitrator, board, body, branch, bureau, commission, court, department,

instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or

other Person of any of the foregoing, whether domestic or foreign.

“Governmental Authorizations” means all franchises, permits, licenses, approvals,

consents and other authorizations of all Governmental Authorities.

“Governmental Filings” means all filings, including franchise and similar tax filings, and

the payment of all fees, assessments, interests and penalties associated with such filings with all

Governmental Authorities.

“Haircut Collateral Loan” means, at any time without duplication, (x) any Collateral

Loan that had satisfied clause (cc) of the definition of Eligible Collateral Loan on the related

Designation Date, but at any such time after the related Designation Date is no longer satisfying

clause (cc) of the definition of Eligible Collateral Loan or (y) any Collateral Loan that at any

time does not satisfy clause (bb) of the definition of Eligible Collateral Loan.

“Haircut Collateral Loan Balance” means:

(a)

for each First Lien Loan, Split First Lien Loan or Split Lien Loan that

constitutes a Haircut Collateral Loan solely as a result of the failure to satisfy clause (bb)

of the definition of Eligible Collateral Loan, at any time, the lesser of (i) the current

Market Value of such Haircut Collateral Loan, and (ii) the product of (x) the Principal

Balance of such Haircut Collateral Loan and (y) 1 minus (I) for a Haircut Level 1

Collateral Loan, 10%, (II) for a Haircut Level 2 Collateral Loan, 20%, (III) for a Haircut

Level 3 Collateral Loan, 35% and (IV) for a Haircut Level 4 Collateral Loan, 50%;

provided that for each Second Lien Loan that constitutes a Haircut Collateral Loan, at any

time, the lesser of (i) the current Market Value of such Haircut Collateral Loan and (ii)

the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) 1 minus

(I) for a Haircut Level 1 Collateral Loan, a Haircut Level 2 Collateral Loan or a Haircut

Level 3 Collateral Loan, 50% and (II) for a Haircut Level 4 Collateral Loan, 70%, and

(b)

if such Collateral Loan constitutes a Haircut Collateral Loan solely as a

result of the failure to satisfy clause (cc) of the definition of Eligible Collateral Loan, at

any time, the lesser of (i) the current Market Value of such Haircut Collateral Loan, and

(ii) the product of (x) the Principal Balance of such Haircut Collateral Loan and (y) the

Recovery Rate for such Collateral Loan.

Any Collateral Loan that constitutes a Haircut Collateral Loan as a result of the

failure to satisfy both clauses (bb) and (cc) of the definition of Eligible Collateral Loan

shall have its Haircut Collateral Loan Balance calculated in accordance with clause (b)

above.

“Haircut Level 1 Collateral Loan” means a Haircut Collateral Loan that is to:

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(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.50x but less than or

equal to 6.00x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal

to 8.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.50x but less than or equal to 7.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or

equal to 5.25x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal

to 7.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.75x but less than or equal to 6.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.25x but less than or

equal to 4.75x and (B) a Total Leverage Ratio of greater than 5.50x but less than or equal

to 6.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.00x but less than or equal to 5.50x.

“Haircut Level 2 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.00x but less than or

equal to 6.50x and (B) a Total Leverage Ratio of greater than 8.00x but less than or equal

to 8.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

7.00x but less than or equal to 7.50x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or

equal to 5.75x and (B) a Total Leverage Ratio of greater than 7.00x but less than or equal

to 7.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.25x but less than or equal to 6.75x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 4.75x but less than or

equal to 5.25x and (B) a Total Leverage Ratio of greater than 6.00x but less than or equal

to 6.50x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

5.50x but less than or equal to 6.00x.

“Haircut Level 3 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.50x but less than or

equal to 7.00x and (B) a Total Leverage Ratio of greater than 8.50x but less than or equal

to 9.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

7.50x but less than or equal to 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x but less than or

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equal to 6.25x and (B) a Total Leverage Ratio of greater than 7.50x but less than or equal

to 8.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.75x but less than or equal to 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.25x but less than or

equal to 5.75x and (B) a Total Leverage Ratio of greater than 6.50x but less than or equal

to 7.00x, or (y) in respect of a Stretch Senior Loan, a Total Leverage Ratio of greater than

6.00x but less than or equal to 6.50x.

“Haircut Level 4 Collateral Loan” means a Haircut Collateral Loan that is to:

(i)

a Tier 1 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 7.00x and (B) a Total

Leverage Ratio of greater than 9.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 8.00x;

(ii)

a Tier 2 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 6.25x and (B) a Total

Leverage Ratio of greater than 8.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 7.25x; or

(iii)

a Tier 3 Obligor with (x) in respect of a Collateral Loan other than a

Stretch Senior Loan, (A) a Senior Leverage Ratio of greater than 5.75x and (B) a Total

Leverage Ratio of greater than 7.00x, or (y) in respect of a Stretch Senior Loan, a Total

Leverage Ratio of greater than 6.50x.

“Highest Required Investment Category” means (a) with respect to ratings assigned by

Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month

instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments

with a term in excess of six months and (b) with respect to rating assigned by S&P, “A-1” for

short-term instruments and “A” for long-term instruments.

“Indemnified Party” has the meaning assigned to such term in Section 16.04(b).

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any

Facility Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Accountants” has the meaning assigned to such term in Section 8.08.

“Independent Manager” means a natural Person who, (A) for the five-year period prior

to his or her appointment as Independent Manager, has not been, and during the continuation of

his or her service as Independent Manager is not: (i) an employee, director, stockholder, member,

manager, partner or officer of the Borrower, the Parent or any of their respective Affiliates (other

than his or her service as an Independent Manager of the Borrower, the Parent or other Affiliates

that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower, the

Parent or any of their respective Affiliates (other than his or her service as an Independent

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Manager of the Borrower, the Parent or any such Affiliate); (iii) a Person controlling or under

common control with any partner, shareholder, member, manager, Affiliate or supplier of the

Borrower, the Parent or any Affiliate thereof or (iv) any member of the immediate family of a

Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in

similar capacities for other special purpose entities established from time to time by Affiliates of

the Borrower or the Parent and (B) has, (i) prior experience as an Independent Manager for a

corporation or limited liability company whose charter documents required the unanimous

consent of all Independent Managers thereof before such corporation or limited liability company

could consent to the institution of bankruptcy or insolvency proceedings against it or could file a

petition seeking relief under any Applicable Law relating to bankruptcy and (ii) at least three

years of employment experience with one or more Persons that provide, in the ordinary course of

their respective businesses, advisory, management or placement services to issuers of

securitization or structured finance instruments, agreements or securities.

“Ineligible Collateral Loan” means, at any time, a Collateral Loan or any portion

thereof, that fails to satisfy any criteria of the

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Table of Contents

SECOND AMENDMENT TO CREDIT AGREEMENT

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