0001193125-07-075646 Sample Contracts

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • April 5th, 2007 • Pennantpark Investment Corp

THIS AGREEMENT is made as of April , 2007 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”) and PENNANTPARK INVESTMENT CORPORATION, a Maryland corporation (the “Fund”).

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FORM OF UNDERWRITING AGREEMENT] UNDERWRITING AGREEMENT
Underwriting Agreement • April 5th, 2007 • Pennantpark Investment Corp • New York

PennantPark Investment Corporation, a Maryland corporation (the “Company”), proposes to issue and sell an aggregate of [27,000,000] shares (the “Firm Shares”) of common stock, $.001 par value per share (the “Common Stock”), of the Company (the “Offering”). It is understood that, subject to the conditions hereinafter stated, the Firm Shares will be sold by the Company to the several Underwriters named in Schedule A hereto (the “Underwriters”) in connection with the offer and sale of such Firm Shares. Bear, Stearns & Co. Inc., Banc of America Securities LLC, UBS Securities LLC and SunTrust Capital Markets, Inc. shall act as joint book-running managers (the “Joint Book-Running Managers”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • April 5th, 2007 • Pennantpark Investment Corp • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of March , 2007 (the “Effective Date”), by and between PennantPark Investment Advisers, LLC a Delaware limited liability company (the “Licensor” or “Adviser”), and PennantPark Investment Corporation, a corporation organized under the laws of the State of Maryland (“Corporation”) (each a “party,” and collectively, the “parties”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • April 5th, 2007 • Pennantpark Investment Corp • New York

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 26, 2007, is hereby executed among Pennant SPV Company, LLC, as borrower (the “Borrower”) and Bear Stearns Investment Products, Inc., as lender (the “Lender”).

REGISTRATION RIGHTS AGREEMENT dated as of April ·, 2007 among PENNANTPARK INVESTMENT CORPORATION and THE OTHER HOLDERS NAMED HEREIN
Registration Rights Agreement • April 5th, 2007 • Pennantpark Investment Corp • New York

This Registration Rights Agreement is made and entered into as of April ·, 2007 (this “Agreement”), among PennantPark Investment Corporation, a corporation organized under the laws of Maryland (the “Company”), and the persons named on the signature pages hereto (the “Investors”).

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