Exhibit (k)(9)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this “Agreement”) is entered into as
of August ___, 2007, among Main Street Capital Corporation, a Maryland corporation
(“Parent”), MSCC Merger Sub, LLC, a Delaware limited liability company (“Merger
Sub”), and Main Street Mezzanine Fund, LP, a Delaware limited partnership (the “Fund”).
Capitalized terms not otherwise defined herein shall have the meanings given them in the Agreement
and Plan of Merger dated as of May 10, 2007 (the “Merger Agreement”), among Parent, Merger
Sub and the Fund.
Recitals:
WHEREAS, Parent, Merger Sub and the Fund previously entered into the Merger Agreement;
WHEREAS, the Merger Agreement provides that the obligations of each party to consummate the
transactions contemplated by the Merger Agreement are subject to, among other things, the condition
that the Main Street IPO must close concurrently with the closing of the transactions
contemplated by the Merger Agreement;
WHEREAS, prior to the execution of the Merger Agreement, it was contemplated that Parent would
elect (the “Election”) to be regulated as a business development company under the Investment
Company Act of 1940, as amended, by filing a notification of election (the “Notification Filing”)
on Form N-54A with the Securities and Exchange Commission (the “SEC”), and that the Election and
Notification Filing would occur prior to the consummation of the transactions contemplated by
Merger Agreement and the concurrent closing of the Main Street IPO;
WHEREAS, in response to comments received by Parent from the SEC staff, it is now contemplated
that the closing of the transactions contemplated by the Merger Agreement will occur immediately
prior to the Election and Notification Filing and not concurrently with the closing of the Main
Street IPO;
WHEREAS, Parent, Merger Sub and the Fund desire to amend the Merger Agreement to remove
the condition that the Main Street IPO must close concurrently with the closing of the
transactions contemplated by the Merger Agreement;
WHEREAS, Section 7.4 of the Merger Agreement provides that the Merger Agreement may not
be amended except by a written agreement signed by the party to be charged with the amendment.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth
herein, and subject to and on the terms and conditions set forth herein, the parties hereby agree
as follows:
1. Section 5.1 of the Merger Agreement is hereby amended in its entirety to read as set forth
below:
Section 5.1 Mutual Conditions. The obligations of each party to consummate
the transactions contemplated by this Agreement are subject to the satisfaction at
or prior to the Closing of each of the following conditions (any of which may be
waived in writing, in whole or in part, by such party):
(a) Approval of SBA. The SBA must have consented to the transactions
contemplated by, and related to, this Agreement, the GP Merger Agreement and the
Main Street IPO.
2. Except as set forth in this Agreement, all provisions, terms, conditions and
representations in the Merger Agreement and the exhibits and schedules thereto remain unmodified
and in full force and effect, and the Merger Agreement and all exhibits and schedules thereto, as
amended by this Agreement, are hereby in all respects ratified and confirmed.
3. Any number of counterparts of this Agreement may be executed and each such
counterpart shall be deemed to be an original instrument, but all such counterparts together shall
constitute one instrument. This Agreement may be executed by facsimile signature, which signature
shall be binding upon the parties so executing this Agreement.
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