Redline - Truist-Main Street Capital Ninth Amendment

Exhibit 10.1

EXECUTION COPY

NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

AGREEMENT

This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT, dated as of June 29, 2026 (this “Amendment”), by and among MAIN

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

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

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

R E C I T A L S:

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

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

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

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

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

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

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

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

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

certain Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of April

30, 2025, and that certain Eighth Amendment to Third Amended and Restated Credit Agreement,

dated as of March 12, 2026, the “Existing Credit Agreement”, and, as amended by this

Amendment, the “Credit Agreement”). Capitalized terms used in this Amendment that are not

otherwise defined in this Amendment shall have the respective meanings assigned to them in the

Credit Agreement.

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

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

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

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

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

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

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

intending to be legally bound hereby, agree as follows:

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

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

SECTION 2. Amendment to Existing Credit Agreement. Subject to the

occurrence of the Effective Date (as hereinafter defined), the parties hereto hereby agree that the

Existing Credit Agreement is amended as follows:

(a) The Existing Credit Agreement (excluding the Schedules and Exhibits

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

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

1760211008 21672061

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

as Exhibit A hereto.

(b)

The Schedules to the Existing Credit Agreement are hereby amended and

restated in their entirety in the form of Exhibit B hereto.

SECTION 3. Reallocation.

(a)

In connection with the increase of the Revolver Commitments of certain

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

without reliance upon the Administrative Agent or any other Lender.

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

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

the following conditions have been satisfied or waived:

(a)

The Borrower shall have delivered to the Administrative Agent the

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

1760211008 21672061

(i)

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

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

(which may include telecopy or electronic transmission of a signed signature page to this

Amendment) that such party has signed a counterpart of this Amendment;

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

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

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

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

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

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

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

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

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

Borrower;

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

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

transactions contemplated hereby as the Administrative Agent may reasonably request; and

(iv)

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

or their counsel may reasonably request.

(b)

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

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

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

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

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

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

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

Agent as of the date hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1760211008 21672061

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

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

Loan Documents are in full force and effect.

SECTION 6. Representations and Warranties. The Borrower hereby represents

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

(a)

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

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

(b)

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

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

done, observed and performed by it.

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

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

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

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

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

generally.

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

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

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

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

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

decree or other instrument binding upon the Borrower.

(e)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1760211008 21672061

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

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

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

by the law of the State of New York.

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

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

and the Administrative Agent.

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

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

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

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

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

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

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

full force and effect.

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

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

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

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

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

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

Section 9.01 of the Credit Agreement.

[Remainder of this page intentionally left blank]

1760211008 21672061

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

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

Amendment as of the day and year first above written.

MAIN STREET CAPITAL CORPORATION, as

Borrower

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TRUIST BANK,

as Administrative Agent, as Issuing Bank, as a

Swingline Lender and as a Lender

By: /s/ Hays Wood

Name: Hays Wood

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

THE HUNTINGTON NATIONAL BANK,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Greg Williamson

Name: Greg Williamson

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

BANK OZK,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Aaron C. Brann

Name: Aaron C. Brann

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

SUMITOMO MITSUI BANKING

CORPORATION,

as a Lender

By: /s/ Brett Austin

Name: Brett Austin

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FROST BANK,

as a Lender

By: /s/ Jake Fitzpatrick

Name: Jake Fitzpatrick

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

ROYAL BANK OF CANADA,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Lucas Labercane

Name: Lucas Labercane

Title: Authorized Signatory

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

ZIONS BANCORPORATION, N.A. dba

AMEGY BANK,

as a Lender

By: /s/ Cody Biller

Name: Cody Biller

Title: EVP

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

HANCOCK WHITNEY BANK,

as a Lender

By: /s/ Katie Sandoval

Name: Katie Sandoval

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TEXAS CAPITAL BANK,

as a Lender

By: /s/ Ben Beugelsdijk

Name: Ben Beugelsdijk

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TRUSTMARK BANK,

as a Lender

By: /s/ Anthony Dang

Name: Anthony Dang

Title: Senior Vice President - Corporate Bank

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

BOKF, NA DBA BANK OF TEXAS,

as a Lender

By: /s/ Jonathan M. Meyer

Name: Jonathan M. Meyer

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIFTH THIRD BANK, NATIONAL

ASSOCIATION, as successor by merger with

Comerica Bank,

as a Lender

By: /s/ Lydia Altman

Name: Lydia Altman

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST-CITIZENS BANK & TRUST

COMPANY,

as a Lender

By: /s/ George Kwong

Name: George Kwong

Title: Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

CITY NATIONAL BANK,

as a Lender

By: /s/ Eric Lo

Name: Eric Lo

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

RAYMOND JAMES BANK,

as a Lender

By: /s/ Camilo Rincon

Name: Camilo Rincon

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

WOODFOREST NATIONAL BANK,

as a Lender

By: /s/ Kyle Mathis

Name: Kyle Mathis

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST NATIONAL BANK OF

PENNSYLVANIA, as a Lender

By: /s/ Jeffrey R. Smith

Name: Jeffrey R. Smith

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST FINANCIAL BANK,

as a Lender

By: /s/ Matthew J. Sylvia

Name: Matthew J. Sylvia

Title: EVP

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

Acknowledged and Agreed, solely with respect to

Section 9:

GUARANTORS:

MAIN STREET CAPITAL PARTNERS, LLC

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

MAIN STREET EQUITY INTERESTS, INC.

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

MAIN STREET CA LENDING, LLC

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

1760211008 21672061

EXHIBIT A

Amendments to Existing Credit Agreement

[Attached]

1760211008 21672061

Conformed through EighthNinth Amendment, dated as of March 12June 29, 2026

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

June 5, 2018

and

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

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

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

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

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

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

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

Agreement, dated as of April 30, 2025, the Eighth Amendment to Third Amended and Restated

Credit Agreement, dated as of March 12, 2026 and the Ninth Amendment to Third Amended and

Restated Credit Agreement, dated as of June 29, 2026

among

MAIN STREET CAPITAL CORPORATION

as Borrower,

the Guarantors Party Hereto,

the Lenders Party Hereto

and

TRUIST BANK,

as Administrative Agent

TRUIST SECURITIES, INC.,

as Lead Book Runner

17581681331760230052

TRUIST SECURITIES, INC.,

BANK OZK

ROYAL BANK OF CANADA

THE HUNTINGTON NATIONAL BANK and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers

17581681331760230052

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS1

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

SECTION 1.05.

SECTION 1.06.

SECTION 1.07.

SECTION 1.08.

Definitions1

Accounting Terms and Determinations6364

Use of Defined Terms6365

Terms Generally6465

Amendment and Restatement of Existing Credit Agreement6465

Divisions6466

Rates6566

Currencies; Currency Equivalents6566

ARTICLE II THE CREDIT6567

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 2.15.

SECTION 2.16.

Commitments to Make Advances6567

Method of Borrowing Advances6668

Continuation and Conversion Elections6869

Letters of Credit.6870

Repayments of Advances7475

Interest Rates7577

Fees7879

Optional Termination or Reduction of Commitments7980

Scheduled Termination of Commitments8082

Optional Prepayments8082

Mandatory Prepayments8183

General Provisions as to Payments8486

Computation of Interest and Fees9092

Increase in Commitments9092

Extension Options9395

Reallocation Following a Non-Extended Commitment

Termination Date9395

ARTICLE III CONDITIONS TO BORROWINGS9597

SECTION 3.01.

SECTION 3.02.

17581681331760230052

Conditions to Closing and First Borrowing9597

Conditions to All Credit Extensions9799

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TABLE OF CONTENTS

(continued)

Page

ARTICLE IV REPRESENTATIONS AND WARRANTIES98100

SECTION 4.01.

SECTION 4.02.

Existence and Power98100

Organizational and Governmental Authorization; No

Contravention98101

Binding Effect99101

Financial Information99101

Litigation99101

Compliance with ERISA99102

Payment of Taxes100102

Subsidiaries100102

Investment Company Act, Etc100102

All Consents Required100103

Ownership of Property; Liens100103

No Default101103

[Intentionally Omitted]101103

Environmental Matters101103

Compliance with Laws101104

Capital Securities101104

Margin Stock102104

Insolvency102104

Collateral Documents102104

Labor Matters102105

Patents, Trademarks, Etc103105

Insurance103105

Anti-Terrorism Laws103105

Ownership Structure103105

Reports Accurate; Disclosure.103106

[Intentionally Omitted]104106

Affiliate Transactions104106

Broker’s Fees104106

SECTION 4.03.

SECTION 4.04.

SECTION 4.05.

SECTION 4.06.

SECTION 4.07.

SECTION 4.08.

SECTION 4.09.

SECTION 4.10.

SECTION 4.11.

SECTION 4.12.

SECTION 4.13.

SECTION 4.14.

SECTION 4.15.

SECTION 4.16.

SECTION 4.17.

SECTION 4.18.

SECTION 4.19.

SECTION 4.20.

SECTION 4.21.

SECTION 4.22.

SECTION 4.23.

SECTION 4.24.

SECTION 4.25.

SECTION 4.26.

SECTION 4.27.

SECTION 4.28.

17581681331760230052

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TABLE OF CONTENTS

(continued)

Page

SECTION 4.29.

SECTION 4.30.

SECTION 4.31.

SECTION 4.32.

SECTION 4.33.

SECTION 4.34.

SECTION 4.35.

SECTION 4.36.

SECTION 4.37.

SECTION 4.38.

SECTION 4.39.

Survival of Representations and Warranties, Etc104106

Loans and Investments104107

[Intentionally Omitted]105107

USA Patriot Act; OFAC; Anti-Corruption Laws105107

Material Contract105108

Collateral-Mortgaged Properties106108

Mortgaged Properties106108

Common Enterprise106108

Investment Policies106109

Portfolio Investments106109

Outbound Investment Rules109

ARTICLE V COVENANTS107109

SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

Information107109

Inspection of Property, Books and Records109112

Maintenance of RIC Status and Business Development

Company110112

Minimum Liquidity110112

Minimum Borrower Asset Coverage Ratio110113

Sale/Leasebacks110113

Minimum Consolidated Tangible Net Worth110113

Acquisitions110113

Interest Coverage Ratio110113

Asset Coverage Ratio110113

Loans or Advances110113

Restricted Payments111114

Investments111114

Negative Pledge112115

Maintenance of Existence, etc114117

Dissolution114117

Consolidations, Mergers and Sales of Assets114117

SECTION 5.04.

SECTION 5.05.

SECTION 5.06.

SECTION 5.07.

SECTION 5.08.

SECTION 5.09.

SECTION 5.10.

SECTION 5.11.

SECTION 5.12.

SECTION 5.13.

SECTION 5.14.

SECTION 5.15.

SECTION 5.16.

SECTION 5.17.

17581681331760230052

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TABLE OF CONTENTS

(continued)

Page

SECTION 5.18.

SECTION 5.19.

SECTION 5.20.

SECTION 5.21.

SECTION 5.22.

SECTION 5.23.

SECTION 5.24.

SECTION 5.25.

SECTION 5.26.

SECTION 5.27.

SECTION 5.28.

SECTION 5.29.

SECTION 5.30.

SECTION 5.31.

SECTION 5.32.

SECTION 5.33.

SECTION 5.34.

SECTION 5.35.

SECTION 5.36.

SECTION 5.37.

SECTION 5.38.

SECTION 5.39.

SECTION 5.40.

SECTION 5.41.

SECTION 5.42.

SECTION 5.43.

Use of Proceeds115118

Compliance with Laws; Payment of Taxes116118

Insurance116119

Change in Fiscal Year116119

Maintenance of Property116119

Environmental Notices116119

Environmental Matters116119

Environmental Release117119

[Intentionally Omitted]117120

Transactions with Affiliates117120

Joinder of Subsidiaries117120

No Restrictive Agreement119122

Partnerships and Joint Ventures120123

Additional Debt120123

[Intentionally Omitted]123126

Lines of Business123126

ERISA Exemptions123126

Hedge Transactions123126

[Intentionally Omitted]123126

Compliance with Investment Policies124126

Delivery of Collateral to Collateral Custodian124127

Custody Agreements124127

Prepayment and Amendment of Certain Debt124127

Outbound Investment Rules128

ARTICLE VI DEFAULTS125128

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

Events of Default125128

Notice of Default129132

[Intentionally Omitted]129132

17581681331760230052

-iv-

TABLE OF CONTENTS

(continued)

Page

SECTION 6.04.

Allocation of Proceeds129133

ARTICLE VII THE ADMINISTRATIVE AGENT131134

SECTION 7.01.

SECTION 7.02.

SECTION 7.03.

SECTION 7.04.

SECTION 7.05.

SECTION 7.06.

SECTION 7.07.

SECTION 7.08.

SECTION 7.09.

SECTION 7.10.

Appointment and Authority131134

Rights as a Lender131134

Exculpatory Provisions131134

Reliance by Administrative Agent132135

Delegation of Duties132136

Resignation of Administrative Agent133136

Non-Reliance on Administrative Agent and Other Lenders 134137

No Other Duties, etc134137

Other Agents134137

Hedging Agreements, Cash Management Services and Bank

Products134137

Administrative Agent May File Proofs of Claim135138

Collateral and Guaranty Matters135138

Erroneous Payments136140

SECTION 7.11.

SECTION 7.12.

SECTION 7.13.

ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION139143

SECTION 8.01.

SECTION 8.02.

SECTION 8.03.

SECTION 8.04.

Interest Rate Matters139143

Illegality142146

Increased Cost and Reduced Return143146

Base Rate Advances Substituted for Affected Term Benchmark

Advances144148

Compensation145148

SECTION 8.05.

ARTICLE IX MISCELLANEOUS145149

SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

Notices Generally145149

No Waivers148151

Expenses; Indemnity; Damage Waiver148152

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

Replacement of Lenders150154

Amendments and Waivers152156

Margin Stock Collateral154158

SECTION 9.05.

SECTION 9.06.

17581681331760230052

-v-

TABLE OF CONTENTS

(continued)

Page

SECTION 9.07.

SECTION 9.08.

SECTION 9.09.

SECTION 9.10.

SECTION 9.11.

SECTION 9.12.

SECTION 9.13.

SECTION 9.14.

SECTION 9.15.

SECTION 9.16.

SECTION 9.17.

SECTION 9.18.

Successors and Assigns155158

Defaulting Lenders159163

Confidentiality162166

Representation by Lenders163167

Obligations Several163167

Survival of Certain Obligations163167

Governing Law163167

Severability163167

Interest163167

Interpretation164167

Counterparts; Integration; Effectiveness; Electronic Execution.164168

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

Jury Trial164168

Independence of Covenants165169

Concerning Certificates165169

Patriot Act Notice166169

No Fiduciary Relationship166170

Acknowledgment and Consent to Bail-In of Affected Financial

Institutions166170

Certain ERISA Matters167170

Acknowledgement Regarding Any Supported QFCs169172

SECTION 9.19.

SECTION 9.20.

SECTION 9.21.

SECTION 9.22.

SECTION 9.23.

SECTION 9.24.

SECTION 9.25.

ARTICLE X GUARANTY170173

SECTION 10.01.

SECTION 10.02.

SECTION 10.03.

SECTION 10.04.

SECTION 10.05.

SECTION 10.06.

SECTION 10.07.

SECTION 10.08.

SECTION 10.09.

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Unconditional Guaranty170173

Obligations Absolute170173

Continuing Obligations; Reinstatement172175

Additional Security, Etc173176

Information Concerning the Borrower173176

Guarantors’ Subordination173176

Waiver of Subrogation174177

Enforcement174177

Miscellaneous174177

-vi-

TABLE OF CONTENTS

(continued)

Page

SECTION 10.10.

SECTION 10.11.

Keepwell174177

Consent and Reaffirmation175178

17581681331760230052

-vii-

Schedules:

Schedule 1.01(a) – Industry Classifications

Schedule 1.01(b) – Mortgaged Property

Schedule 2.01 – Revolver Commitments

Schedule 2.04 – Issuing Bank LC Exposure / Swingline Lender Swingline Exposure

Schedule 4.24 – Subsidiaries of Loan Parties

Schedule 4.27 – Affiliate Transactions

Schedule 4.30 – Loans and Investments

Schedule 4.33 – Material Contracts

Schedule 5.14 – Existing Liens

Exhibits:

Exhibit A – Form of Notice of Borrowing

Exhibit B-1 – Form of Revolver Note

Exhibit B-2 – Form of Swing Advance Note

Exhibit C – Form of Notice of Continuation or Conversion

Exhibit D – Form of Borrowing Base Certification Report

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

Agreement

Exhibit F – Form of Compliance Certificate

Exhibit G – Form of Joinder and Reaffirmation Agreement

Exhibit H – Form of Assignment and Assumption

Exhibit I – Form of Designation Notice

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

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

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

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

-viii-

17581681331760230052

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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

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

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

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

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of December 22,

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

26, 2024, the Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of

June 27, 2024 and, the Seventh Amendment to Third Amended and Restated Credit Agreement,

dated as of April 30, 2025, the Eighth Amendment to Third Amended and Restated Credit

Agreement, dated as of March 12, 2026 and the Ninth Amendment to Third Amended and Restated

Credit Agreement, dated as of June 29, 2026, among MAIN STREET CAPITAL

CORPORATION, a Maryland corporation, as borrower, the GUARANTORS party hereto, as

guarantors, the LENDERS party hereto and TRUIST BANK, as Administrative Agent.

RECITALS

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

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

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

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

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

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

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

thereto provided credit facilities to the Borrower.

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

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

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

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

revolving credit facilities to the Borrower.

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

contained herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.

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

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

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

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

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

17581681331760230052

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

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

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

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

Subsidiary shall not constitute an “Acquisition” to the extent that the amount of the Investment in

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

amalgamation or other combination by the Borrower or any Subsidiary with another Person (other

than a Subsidiary) if the Borrower or such Subsidiary is the surviving entity; provided that in any

merger involving the Borrower, the Borrower must be the surviving entity.

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

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

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

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

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

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

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

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

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

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

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

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

Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied

by the Administrative Agent.

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

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

Eligible Investment:

Portfolio Investment

Advance

Rate

Cash and Cash Equivalents

100%

Eligible Quoted Senior Bank Loan Investments

80%

Eligible Investment Grade Debt Securities

80%

Eligible Core Portfolio Investments

70%

17581681331760230052

Eligible Unquoted Senior Bank Loan

Investments and Eligible Non-Investment

Grade Debt Securities

65%

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

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

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

Financial Institution.

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

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

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

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

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

such time. As used herein, the term “control” means possession, directly or indirectly, of the power

to direct or cause the direction of the management or policies of a Person, whether through the

ownership of voting securities, by contract or otherwise; provided, however, “control” shall not

include “negative” control or “blocking” rights whereby action cannot be taken without the vote

or consent of any Person. Notwithstanding the foregoing, the term “Affiliate” shall not include

any Person that is an “Affiliate” solely by reason of the Borrower or any Subsidiary’s investment

therein in connection with a Portfolio Investment in the ordinary course of business and consistent

with the Investment Policies.

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

amendments and supplements hereto.

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

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

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

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

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

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

the force of law.

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

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

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

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

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

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

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

Extending Lender shall be 0%.

17581681331760230052

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

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

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

Fargo & Company, Citigroup, Inc., Goldman Sachs & Co., Deutsche Bank AG, UBS AG, Toronto

Dominion Bank, Jefferies Group, Inc., Macquarie Group, Ltd., Barclays PLC, Royal Bank of

Scotland, Bank of New York, Royal Bank of Canada, JP Morgan Chase & Co. and Morgan

Stanley.

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

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

Lender.

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

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

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

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

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

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

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

Borrower, including Deloitte Financial Advisory Services LLP, Duff & Phelps LLC, Houlihan

Lokey Howard & Zukin Capital, Inc., Murray, Devine and Company, Lincoln International LLC,

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

the Borrower and the Administrative Agent.

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

Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not

represented by Senior Securities, bears to the aggregate amount of Senior Securities representing

indebtedness of the Borrower and its Consolidated Subsidiaries (all as determined pursuant to the

Investment Company Act and any no-action letters or orders of the SEC issued to or with respect

to the Borrower or generally to business development companies thereunder, including, without

limitation any exemptive relief granted by the SEC with respect to the Debt of any joint venture,

SPV Subsidiary or SBIC Entity or otherwise (including, for the avoidance of doubt, any exclusion

of such Debt in the foregoing calculation)).

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

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

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

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

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

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

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

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

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

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

17581681331760230052

behalf of the Secured Parties, each such Assignment of Mortgage to be in form and substance

acceptable to the Administrative Agent.

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

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

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

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

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

agreement to refinance the applicable Debt.

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

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

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

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

reference to such Benchmark (or component thereof) that is or may be used for determining any

frequency of making payments of interest calculated with reference to such Benchmark pursuant

to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any

tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant

to clause (v) of Section 8.01(b).

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

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

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

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

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

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

United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time)

and any other law, regulation or rule applicable in the United Kingdom relating to the resolution

of unsound or failing banks, investment firms or other financial institutions or their affiliates (other

than through liquidation, administration or other insolvency proceedings).

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

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

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

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

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

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

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

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

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

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

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

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

17581681331760230052

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

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

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

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

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

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

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

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

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

be effective on the date of each such change.

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

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

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

“Term SOFR”.

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

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

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

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

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

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

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

by the Administrative Agent for the applicable Benchmark Replacement Date; provided, that,

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

set forth in clause (2) below:

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

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

Administrative Agent and the Borrower as the replacement for the then-current

Benchmark giving due consideration to (i) any selection or recommendation of

a replacement benchmark rate or the mechanism for determining such a rate by

the Relevant Governmental Body or (ii) any evolving or then-prevailing market

convention for determining a benchmark rate as a replacement for the then-

current Benchmark for U.S. dollar-denominated syndicated credit facilities at

such time and (b) the related Benchmark Replacement Adjustment.

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

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

this Agreement and the other Loan Documents.

17581681331760230052

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

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

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

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

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

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

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

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant

Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-

prevailing market convention for determining a spread adjustment, or method for calculating or

determining such spread adjustment, for the replacement of such Benchmark with the applicable

Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;

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

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

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

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

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

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

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

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

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

Benchmark (or such component thereof); or

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

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

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

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

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

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

component thereof) continues to be provided on such date.

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

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

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

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

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

events with respect to the then-current Benchmark:

(1)

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

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

such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or

such component thereof), permanently or indefinitely, provided that, at the time of such statement

17581681331760230052

or publication, there is no successor administrator that will continue to provide any Available

Tenor of such Benchmark (or such component thereof);

(2)

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

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

including the Federal Reserve Board or the Federal Reserve Bank of New York, as applicable, an

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

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

(or such component) or a court or an entity with similar insolvency or resolution authority over the

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

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

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

such statement or publication, there is no successor administrator that will continue to provide any

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

(3)

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

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

announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or

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

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

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

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

published component used in the calculation thereof).

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

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

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

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

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

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

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

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

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

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

such “employee benefit plan” or “plan”.

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

successors and its permitted assigns.

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

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

Limitation to (b) Total Secured Debt.

17581681331760230052

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

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

Final Maturity Date shall not have occurred. A Borrowing is a “Base Rate Borrowing” if such

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

Advances are Term Benchmark Advances.

A Borrowing is a “Tranche Term Benchmark

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

Term Benchmark Borrowing” if such Advances are Index Term Benchmark Advances.

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

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

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

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

Positioned Investments); provided, however, that:

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

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

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

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

Base consist of debtor-in-possession Investments (in each case after giving effect to

Advance Rates);

(c)

for purposes of calculating the Borrowing Base, no single Portfolio

Investment shall be included in the Borrowing Base at a Value in excess of (i) $75,000,000,

if the total number of Portfolio Investments is fewer than 45 or the Borrowing Base is less

than $450,000,000 (for purposes of calculating the $450,000,000 test no single Portfolio

Investment shall be Valued at greater than $87,500,000); or (ii) $100,000,000, if the total

number of Portfolio Investments is 45 or more and the Borrowing Base is greater than or

equal to $450,000,000 (for purposes of calculating the $450,000,000 test no single

Portfolio Investment shall be Valued at greater than $87,500,000); notwithstanding the

foregoing, no more than 40 Portfolio Investments shall be included in the Borrowing Base

at a Value greater than $40,000,000 at any time for purposes of this calculation;

(d)

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

in the Borrowing Base;

(e)

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

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

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

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

including securities perfected by possession that have not yet been delivered to the

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

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

from the Borrowing Base until such completion);

17581681331760230052

(f)

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

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

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

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

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

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

industry (after giving effect to Advance Rates), (ii) in no event shall more than 10% of the

aggregate value of the Borrowing Base consist of Investments in which the Obligor’s

primary business is in the bio tech industry (after giving effect to Advance Rates), (iii) in

no event shall more than 10% of the aggregate value of the Borrowing Base consist of

Investments in which the Obligor’s primary business is in the oil or gas exploration

industry (after giving effect to Advance Rates), (iv) in no event shall more than 15% of the

aggregate value of the Borrowing Base consist of Investments in which the Obligor’s

primary business is in the gaming industry, in the bio tech industry or in the oil or gas

exploration industry (after giving effect to Advance Rates) and (v) in no event shall more

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

value of the Borrowing Base consist of Investments in any single industry set forth on

Schedule 1.01(a) – Industry Classifications.

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

set forth in clauses (a)-(g) above, any reduction specified above shall be without

duplication of any other such reduction and (y) to the extent the Borrowing Base is required

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

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

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

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

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

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

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

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

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

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

upon prior notice to the Administrative Agent (for the distribution to each Lender), to create

up to three additional industries that are not set forth on Schedule 1.01(a) – Industry

Classifications.

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

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

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

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

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

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

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

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

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settlements or payments of any such Term Benchmark Loan, the term “Business Day” shall also

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

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

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

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

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

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

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

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

be tested in respect of any applicable Testing Quarter.

“Canadian Dollars” means the lawful money of Canada.

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

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

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

instruments convertible into equity).

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

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

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

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

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

of: (a) at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s, or (b) at

least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s (or, in the case of

a current Lender only, if not rated by S&P or Moody’s, such Lender is rated by another rating

agency acceptable to the Administrative Agent and such Lender’s rating by such rating agency is

not lower than its rating by such rating agency on the Omnibus Amendment Effective Date) and

(i) all amounts and assets credited to such account are directly and fully guaranteed or insured by

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

United States is pledged in support thereof) or (ii) such bank is otherwise acceptable at all times

and from time to time to the Administrative Agent in its sole discretion. The Administrative Agent

acknowledges that, on the Omnibus Amendment Effective Date, each current Lender hereunder is

an acceptable bank within the meaning of clause (b)(ii) of this definition.

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

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

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

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

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

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

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

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

date acquired; (b) time deposits and certificates of deposit with maturities of not more than one (1)

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year from the date acquired issued by a United States federal or state chartered commercial bank

of recognized standing having capital and surplus in excess of $500 million, and which bank or its

holding company has a short-term commercial paper rating of at least A-1 or the equivalent by

S&P or at least P-1 or the equivalent by Moody’s; and (c) investments in money market funds (i)

which mature not more than ninety (90) days from the date acquired and are payable on demand,

(ii) with respect to which there has been no failure to honor a request for withdrawal, (iii) which

are registered under the Investment Company Act, (iv) which have net assets of at least

$500,000,000 and (v) which maintain a stable share price of not less than One Dollar ($1.00) per

share and are either (A) directly and fully guaranteed or insured by the United States of America

or any agency thereof (provided that the full faith and credit of the United States is pledged in

support thereof) or (B) maintain a rating of at least A-2 or better by S&P and are maintained with

an investment fund manager that is otherwise acceptable at all times and from time to time to the

Administrative Agent in its sole discretion; provided that, notwithstanding the foregoing, no asset,

agreement, or investment maintained or entered into with, or issued, guaranteed by, or

administered by a Lender that has been a Defaulting Lender for more than three (3) business days

after notice to Borrower (which notice may be given by telephone or e-mail) shall be a “Cash

Equivalent” hereunder. The Administrative Agent acknowledges that, on the Omnibus

Amendment Effective Date, Fidelity Investments is an acceptable investment fund manager within

the meaning of the foregoing clause (B).

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

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

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

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

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

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

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

all of its interests under this Agreement (each, in such capacity, a “Cash Management Bank”): (a)

ACH transactions, (b) cash management services, including, without limitation, controlled

disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c)

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

Bank Product.

“CERCLA” means the Comprehensive Environmental Response Compensation and

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

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

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

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

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

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

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

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

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

of the Borrower of which a majority consisted of individuals described in clause (A), or (C)

17581681331760230052

selected or nominated to become directors by the board of directors of the Borrower of which a

majority consisted of individuals described in clause (A) and individuals described in clause (B).

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

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

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

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

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

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

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

that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all requests, rules, requirements, guidelines or directives thereunder

or issued in connection therewith or in implementation thereof and (y) all requests, rules,

requirements, guidelines or directives promulgated by the Bank for International Settlements, the

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

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

deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

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

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

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

Class).

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

“Closing Date” means June 5, 2018.

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

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

any successor provision or provisions thereof.

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

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

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

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

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

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

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

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

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

Agreement.

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

satisfactory to the Administrative Agent, in its reasonable discretion.

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

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

17581681331760230052

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

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

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

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

to time.

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

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

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

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

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

the Non-Extended Commitment Termination Date, as applicable.

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

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

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

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

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

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

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

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

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

of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the

applicability and length of lookback periods, the applicability of Section 8.05 and other technical,

administrative or operational matters) that the Administrative Agent decides in its reasonable

discretion may be appropriate or reflect the adoption and implementation of any such rate or to

permit the use and administration thereof by the Administrative Agent in a manner substantially

consistent with market practice (or, if the Administrative Agent decides that adoption of any

portion of such market practice is not administratively feasible or if the Administrative Agent

determines that no market practice for the administration of any such rate exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in

connection with the administration of this Agreement and the other Loan Documents.

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

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

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

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

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

accordance with GAAP; and (iii) Depreciation and Amortization for such period, determined on a

consolidated basis in accordance with GAAP. For avoidance of doubt, income and expenses of

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

17581681331760230052

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

actually received by the Borrower or any Guarantor.

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

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

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

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

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

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

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

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

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

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

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

actually received by the Borrower or any Guarantor.

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

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

consolidated financial statements as of such date.

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

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

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

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

Standards Codification No. 825-10), of:

(A)

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

purposes under GAAP, including without limitation goodwill (whether representing the excess of

cost over book value of assets acquired, or otherwise), trademarks, tradenames, copyrights, patents

and technologies, and unamortized debt discount and expense;

(B)

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

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

Consolidated Subsidiaries;

(C)

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

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

Borrower and its Consolidated Subsidiaries; and

(D)

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

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

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

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

Tangible Net Worth and the Asset Coverage Ratio.

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

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

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

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

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

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

originated solely by the Borrower). For avoidance of doubt, Core Portfolio Investments shall not

include Cash, Cash Equivalents, any Senior Bank Loan Investment or any Debt Security.

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

of-pocket expenses incurred by the Administrative Agent and its Affiliates, including without

limitation the reasonable and documented out-of-pocket fees, charges and disbursements of (i)

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

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

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

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

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

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

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

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

reasonable and documented out-of-pocket expenses incurred by theany Issuing Bank in connection

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

payment thereunder; and (c) all reasonable and documented out-of-pocket expenses incurred by

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

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

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

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

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

or efforts to preserve, protect, collect, or enforce the Collateral, and all documented out-of-pocket

expenses incurred during any workout, restructuring or negotiations in respect of the Obligations.

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

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

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

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

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

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

modified.

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

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

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

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

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

then the Administrative Agent may establish another convention in its reasonable discretion.

17581681331760230052

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

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

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

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

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

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

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

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

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

under a letter of credit or similar instrument; (viii) all Debt of others secured by a Lien on any asset

of such Person, whether or not such Debt is assumed by such Person (with the value of such Debt

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

subject to such Lien); (ix) all Debt of others Guaranteed by such Person; (x) all obligations of such

Person with respect to interest rate protection agreements, foreign currency exchange agreements

or other hedging agreements (valued at the termination value thereof computed in accordance with

a method approved by the International Swap Dealers Association and agreed to by such Person

in the applicable hedging agreement, if any); (xi) all obligations of such Person under any synthetic

lease, tax retention operating lease, sale and leaseback transaction, asset securitization, off-balance

sheet loan or other off-balance sheet financing product; (xii) [intentionally omitted]; and (xiii) all

obligations of such Person created or arising under any conditional sale or other title retention

agreement with respect to property acquired by such Person, except trade accounts payable and

accrued expenses arising in the ordinary course of business. The Debt of any Person shall include

the Debt of any other entity (including any partnership in which such Person is a general partner)

to the extent such Person is liable therefore as a result of such Person’s ownership interest in or

other relationship with such entity, except to the extent the terms of such Debt provide that such

Person is not liable therefor. Notwithstanding the foregoing, “Debt” shall not include (u) any

revolving commitments or letters of credit for which any Obligor is acting as a lender or issuing

lender, as applicable, as part of or in connection with a Portfolio Investment, (v) any non-recourse

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

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

of an asset or Investment to satisfy unperformed obligations of the seller of such asset or

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

Investment, (y) any accrued incentive, management or other fees to MSC or Affiliates (regardless

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

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

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

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

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

case in excess of the amount sold or purportedly sold.

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

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

exempt securities, but specifically excluding (i) Equity Securities or (ii) any security which by its

terms permits the payment obligation of the Obligor thereunder to be converted into or exchanged

for equity capital of such Obligor. For the avoidance of doubt, this definition of “Debt Security”

shall not include Core Portfolio Investments or Senior Bank Loan Investments.

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

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

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

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

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

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

an Event of Default.

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

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

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

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

Lender.

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

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

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

or any participation in a Letter of Credit (after giving effect to any applicable grace period) and

ending on the earlier of the following: (x) the date on which (A) the Default Excess with respect

to such Defaulting Lender has been reduced to zero (by such Defaulting Lender purchasing at par

that portion of outstanding Revolver Advances of the other Lenders, Cash Collateralizing its pro

rata share of outstanding Letters of Credit or taking such other actions as the Administrative Agent

may determine to be necessary to cause the Revolver Advances and funded and unfunded

participations in Swing Advances and Letters of Credit to be held pro rata by the Lenders in

accordance with the Revolver Commitments (without giving effect to Section 9.08(e)) and (B)

such Defaulting Lender shall have delivered to the Borrower and the Administrative Agent a

written reaffirmation of its intention to honor its obligations hereunder; and (y) the date on which

the Borrower, the Administrative Agent and the Required Lenders (and not including such

Defaulting Lender in any such determination, in accordance with Section 9.08(a)) waive the

application of Section 9.08 with respect to such Defaulted Advances of such Defaulting Lender in

writing; (ii) in the case of any Defaulted Payment, the period commencing on the date the

applicable Defaulted Payment was required to have been paid to the Administrative Agent, theany

Issuing Bank or any other Lender under this Agreement (after giving effect to any applicable grace

period) and ending on the earlier of the following: (x) the date on which (A) such Defaulted

Payment has been paid to the Administrative Agent, thesuch Issuing Bank or such other Lender,

as applicable, together with (to the extent that such Person has not otherwise been compensated by

the Borrower for such Defaulted Payment) interest thereon for each day from and including the

date such amount is paid but excluding the date of payment, at the greater of the Federal Funds

Rate plus two percent (2.0%) and a rate determined by the Administrative Agent in accordance

with banking industry rules on interbank compensation (whether by the funding of any Defaulted

Payment by such Defaulting Lender or by the application of any amount pursuant to Section

9.08(c)) and (B) such Defaulting Lender shall have delivered to the Administrative Agent, thesuch

Issuing Bank or such other Lender, as applicable, a written reaffirmation of its intention to honor

its obligations hereunder with respect to such payments; and (y) the date on which the

Administrative Agent, thesuch Issuing Bank or any such other Lender, as applicable waives the

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application of Section 9.08 with respect to such Defaulted Payments of such Defaulting Lender in

writing; and (iii) in the case of any Distress Event determined by the Administrative Agent (in its

good faith judgment) or the Required Lenders (in their respective good faith judgment) to exist,

the period commencing on the date that the applicable Distress Event was so determined to exist

and ending on the earlier of the following: (x) the date on which (A) such Distress Event is

determined by the Administrative Agent (in its good faith judgment) or the Required Lenders (in

their respective good faith judgment) to no longer exist and (B) such Defaulting Lender shall have

delivered to the Borrower and the Administrative Agent a written reaffirmation of its intention to

honor its obligations hereunder; and (y) such date as the Borrower and the Administrative Agent

mutually agree, in their sole discretion, to waive the application of Section 9.08 with respect to

such Distress Event of such Defaulting Lender.

“Default Rate” means (a) with respect to the Advances, on any day, the sum of 2% plus

the then highest interest rate (including the Applicable Margin) which may be applicable to any

Advance (irrespective of whether any such type of Advance is actually outstanding hereunder) and

(b) with respect to any LC Disbursement, the sum of 2% plus the interest rate otherwise applicable

to such LC Disbursement.

“Defaulted Advance” has the meaning specified in the definition of “Defaulting Lender”.

“Defaulted Investment” means any Investment (a) that is 45 days or more past due with

respect to any interest or principal payments or (b) that is or otherwise should be considered a non-

accrual investment by the Borrower in connection with its Investment Policies and GAAP.

“Defaulted Payment” has the meaning specified in the definition of “Defaulting Lender”.

“Defaulting Lender” means, for so long as any Default Period is in effect, any Lender (a)

that has failed to (i) fund all or any portion of its Advances or participations in Letters of Credit or

Swing Advances within two (2) Business Days of the date such Advances or participations were

required to be funded hereunder (each such Advance, a “Defaulted Advance”) unless such Lender

notifies the Administrative Agent, the applicable Swingline Lender, the applicable Issuing Bank

and the Borrower in writing that such failure is the result of such Lender’s good faith determination

that one or more conditions precedent to funding (each of which conditions precedent, together

with any applicable default, shall be specifically identified in such writing) has not been satisfied

and has not otherwise been waived in accordance with the terms of this Agreement, or (ii) pay to

the Administrative Agent, theany Swingline Lender, theany Issuing Bank or any other Lender any

other amount required to be paid by it hereunder (each such payment a “Defaulted Payment”)

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

Administrative Agent, theany Issuing Bank or theany Swingline Lender in writing that it does not

intend to comply with its funding obligations hereunder (including in respect of its participation

in Swing Advances and Letters of Credit), or has made a public statement to that effect (unless

such writing or public statement relates to such Lender’s obligation to fund any Advance or

participations in Letters of Credit or Swing Advances hereunder and states that such position is

based on such Lender’s good faith determination that a condition precedent to funding (which

condition precedent, together with any applicable default, shall be specifically identified in such

writing or public statement) cannot be satisfied and has not otherwise been waived in accordance

17581681331760230052

with the terms of this Agreement), (c) that has failed, within three (3) Business Days after written

request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder

(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower), (d) that has

become the subject of a Bail-In Action or (e) with respect to which, or with respect to a direct or

indirect parent company of which, a Distress Event has occurred; provided that a Lender shall not

be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in

that Lender or any direct or indirect parent company thereof by a Governmental Authority so long

as such ownership interest does not result in or provide such Lender with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Lender (or such Governmental Authority) to reject,

repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any

determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a)

through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be

deemed to be a Defaulting Lender, for so long as such Default Period is in effect, upon delivery of

written notice of such determination to the Borrower, the Issuing BankBanks, the Swingline

LenderLenders and each Lender.

“Depreciation and Amortization” means for any period an amount equal to the sum of all

depreciation and amortization expenses of the Borrower and its Consolidated Subsidiaries that are

Guarantors for such period, as determined on a consolidated basis in accordance with GAAP.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition

(including any sale and leaseback transaction) of any property by any Person (or the granting of

any option or other right to do any of the foregoing), including any sale, assignment, transfer or

other disposal, with or without recourse, of any notes or accounts receivable or any rights and

claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include

the disposition of Investments originated by the Borrower and immediately transferred to a SPV

Subsidiary or SBIC Entity pursuant to a transaction not prohibited hereunder.

“Distress Event” means, with respect to any Person (each, a “Distressed Person”), (i) a

voluntary or involuntary case (or comparable proceeding) has been commenced with respect to

such Person or its direct or indirect parent under the United States Bankruptcy Code or any other

applicable Debtor Relief Law, (ii) a custodian, conservator, receiver or similar official has been

appointed for such Person or its direct or indirect parent or for any substantial part of such Person’s

or its direct or indirect parent’s assets, (iii) after the Omnibus Amendment Effective Date, such

Person or its direct or indirect parent has consummated or entered into a commitment to

consummate a forced (in the good faith judgment of the Administrative Agent) liquidation, merger,

sale of assets or other transaction resulting, in the good faith judgment of the Administrative Agent,

in a change of ownership or operating control of such Person or its direct or indirect parent

supported in whole or in part by guaranties, assumption of liabilities or other comparable credit

support of (including without limitation the nationalization or assumption of ownership or

operating control by) any Governmental Authority and the Administrative Agent (in its good faith

judgment) or the Required Lenders believe (in their respective good faith judgment) that such

event increases the risk that such Person could default in performing its obligations hereunder for

17581681331760230052

so long as the Administrative Agent (in its good faith judgment) or the Required Lenders (in their

respective good faith judgment) so believe, or (iv) such Person or its direct or indirect parent has

made a general assignment for the benefit of creditors or has otherwise been adjudicated as, or

determined by any Governmental Authority having regulatory authority over such Person or its

direct or indirect parent or its or its direct or indirect parent’s assets to be, insolvent, bankrupt or

deficient in meeting any capital adequacy or liquidity requirement of any Governmental Authority

applicable to such Person.

“Distressed Person” has the meaning specified in the definition of “Distress Event”.

“Dollars” or “$” means dollars in lawful currency of the United States of America.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such

amount is expressed in Dollars, such amount, and (b) if such amount is expressed in a Foreign

Currency, the equivalent of such amount in Dollars determined at such time on the basis of the

Exchange Rate for the purchase of Dollars with such Foreign Currency at such time.

“Domestic Subsidiary” means any Subsidiary which is organized under the laws of any

state or territory of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established

in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,

(b) any entity established in an EEA Member Country which is a parent of an institution described

in clause (a) of this definition, or (c) any financial institution established in an EEA Member

Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and

is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland,

Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under

Section 9.07(b) (subject to such consents, if any, as may be required under Section 9.07(b));

provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the

Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) a natural Person (or a holding

company, investment vehicle or trust for, or owned and operated for the primary benefit of, a

natural person).

“Eligible Core Portfolio Investment” means, on any date of determination, any Core

Portfolio Investment that satisfies each of the following requirements:

(i)

the Core Portfolio Investment is evidenced by Investment Documents

(including, in the case of any Loan other than a Noteless Loan, an original promissory note)

that have been duly authorized and that are in full force and effect and constitute the legal,

17581681331760230052

valid and binding obligation of the Obligor of such Core Portfolio Investment to pay the

stated amount of the Loan and interest thereon, and the related Investment Documents are

enforceable against such Obligor in accordance with their respective terms, provided that

the enforceability thereof is subject in each case to general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at law) and to

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

generally;

(ii)

the Core Portfolio Investment was made in accordance with the terms of the

Investment Policies and arose in the ordinary course of the Borrower’s business;

(iii)

such Core Portfolio Investment is a First Lien Investment, secured by a first

priority (subject to Liens for “ABL” revolvers and other encumbrances that are customarily

permitted to be senior under a first lien debt obligation), perfected security interest on a

substantial portion of the assets of the Obligor;

(iv)

in the case of any Core Portfolio Investment that is not solely held by the

Borrower, the terms and conditions of such Core Portfolio Investment provide the

Borrower with the right to vote to approve or deny any amendments, supplements, waivers

or other modifications of such terms and conditions (other than such routine amendments,

supplements, waivers or other modifications as are permitted to be approved by the

administrative agent only without the vote of the syndicate members);

(v)

the Core Portfolio Investment has an Eligible Investment Rating;

(vi)

the Core Portfolio Investment is not a Defaulted Investment and no other

interest or principal payments with respect to any Loan of the Obligor with respect to such

Core Portfolio Investment is more than 45 days past due;

(vii)

the Obligor of such Core Portfolio Investment has executed all appropriate

documentation required by the Borrower in accordance with the Investment Policies;

(viii) the Core Portfolio Investment, together with the Investment Documents

related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel paper”

within the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(ix)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Core Portfolio Investment have been duly obtained,

effected or given and are in full force and effect, except where the failure to do so,

individually or in the aggregate, could not reasonably be expected to result in a material

adverse effect on the value, validity or collectability of such Core Portfolio Investment;

(x)

the Core Portfolio Investment is denominated and payable only in:

(A) Dollars in the United States or (B) subject to clause (f) of the definition of “Borrowing

Base”, (x) Canadian Dollars in Canada or (y) Euros in any Participating Member State;

17581681331760230052

(xi)

the Core Portfolio Investment bears some current interest, which is due and

payable no less frequently than quarterly;

(xii)

the Core Portfolio Investment, together with the Investment Documents

related thereto, does not contravene in any material respect any Applicable Laws

(including, without limitation, laws, rules and regulations relating to usury, truth in lending,

fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection

practices and privacy) and with respect to which no Obligor party thereto is in violation of

any Applicable Laws or the terms and conditions of such Investment Documents, to the

extent any such violation results in or would be reasonably likely to result in (a) an adverse

effect upon the value or collectability of such Core Portfolio Investment, (b) a material

adverse change in, or a material adverse effect upon, any of (1) the financial condition,

operations, business or properties of the Obligor or any of its respective Subsidiaries, taken

as a whole, (2) the rights and remedies of the Borrower under the Investment Documents,

or the ability of the Obligor or any other loan party thereunder to perform its obligations

under the Investment Documents to which it is a party, as applicable, taken as a whole, or

(3) the collateral securing the Core Portfolio Investment, or the Borrower’s Liens thereon

or the priority of such Liens;

(xiii) the Core Portfolio Investment, together with the related Investment

Documents, is fully assignable (and if such Investment is secured by a mortgage, deed of

trust or similar lien on real property, and if requested by the Administrative Agent, an

Assignment of Mortgage executed in blank has been delivered to the Collateral Custodian);

provided that, the Core Portfolio Investment may contain the following restrictions on

customary and market based terms: (a) restrictions pursuant to which assignments may be

subject to the consent of the obligor or issuer or agent under the Core Portfolio Investment

so long as the applicable provision also provides that such consent may not be unreasonably

withheld, (b) customary restrictions in respect of minimum assignment amounts, (c)

restrictions on transfer to parties that are not “eligible assignees” within the customary and

market based meaning of the term, and (d) restrictions on transfer to the applicable obligor

or issuer under the Core Portfolio Investment or its equity holders or financial sponsor

entities or competitors or, in each case, their affiliates; provided, further, that in the event

that a Loan Party is a party to an intercreditor arrangement with other lenders thereof with

payment rights or lien priorities that are junior or senior to the rights of such Loan Party,

such Portfolio Investment may be subject to customary and market based rights of first

refusal, rights of first offer and purchase rights in favor, in each case, of such other lenders

thereof;

(xiv)

the Core Portfolio Investment was documented and closed in accordance

with the Investment Policies, and each original promissory note, if any, representing the

portion of such Core Portfolio Investment payable to the Borrower, has been delivered to

the Collateral Custodian, duly endorsed as collateral or, in the case of a Pre-Positioned

Investment, held by a bailee on behalf of the Administrative Agent, in accordance with the

provisions of Section 5.40;

17581681331760230052

(xv)

the Core Portfolio Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the Core

Portfolio Investment have been made or taken;

(xvi)

no right of rescission, set off, counterclaim, defense or other material

dispute has been asserted with respect to such Core Portfolio Investment;

(xvii) any Related Property with respect to such Core Portfolio Investment is

insured in accordance with the Investment Policies;

(xviii) the primary business of the Obligor with respect to such Core Portfolio

Investment is not in the nuclear waste industry;

(xix)

the Core Portfolio Investment is not a loan or extension of credit made by

the Borrower or one of its subsidiaries to an Obligor solely for the purpose of making any

principal, interest or other payment on such Core Portfolio Investment necessary in order

to keep such Core Portfolio Investment from becoming delinquent;

(xx) such Core Portfolio Investment will not cause the Borrower to be deemed

to own 5.0% or more of the voting securities of any publicly registered issuer or any

securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xxi)

the financing of such Core Portfolio Investment by the Lenders does not

contravene in any material respect Regulation U of the Federal Reserve Board, nor require

the Lenders to undertake reporting thereunder which it would not otherwise have cause to

make;

(xxii) such Core Portfolio Investment does not represent payment obligations

relating to “put” rights relating to Margin Stock;

(xxiii) any taxes due and payable in connection with the making of such Core

Portfolio Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

(xxiv) the terms of the Core Portfolio Investment have not been amended or

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or extend the time for payment of principal or (B)

reduce the rate or extend the time of payment of interest (or any component thereof), unless:

(i) such Core Portfolio Investment has an Eligible Investment Rating, the Borrower does

not reasonably believe such Core Portfolio Investment is a troubled investment at the time

of such amendment, deferral or waiver, and the Borrower does not reasonably anticipate

downgrading such Core Portfolio Investment below the Eligible Investment Rating; or (ii)

17581681331760230052

the Administrative Agent and the Required Lenders have provided their consent to such

amendment, deferral or waiver, such consents not to be unreasonably withheld or delayed;

(xxv) such Core Portfolio Investment does not contain a confidentiality provision

that restricts the ability of the Administrative Agent, on behalf of the Secured Parties, to

exercise its rights under the Loan Documents, including, without limitation, its rights to

review the Core Portfolio Investment, the related Investment File or the Borrower’s credit

approval file in respect of such Core Portfolio Investment, unless the Administrative Agent

and any Secured Party, as applicable, is permitted to avoid such restriction by agreeing to

maintain the confidentiality of such information in accordance with the provisions of the

Investment Documents and has agreed to the terms thereof;

(xxvi) the Obligor with respect to such Core Portfolio Investment is not (A) an

Affiliate of the Borrower or any other Person whose investments are primarily managed

by the Borrower or an Affiliate of the Borrower, unless (1) such Obligor is an Affiliate

solely by reason of the Borrower’s Portfolio Investment therein or Borrower’s other

Portfolio Investments or (2) such Core Portfolio Investment is expressly approved by the

Administrative Agent (in its sole discretion) or (B) a Governmental Authority;

(xxvii) all information delivered by any Loan Party to the Administrative Agent

with respect to such Core Portfolio Investment is true and correct in all material respects

to the knowledge of such Loan Party;

(xxviii)such Core Portfolio Investment is not an Equity Security and does not by its

terms permit the payment obligation of the Obligor thereunder to be converted into or

exchanged for equity capital of such Obligor;

(xxix) the proceeds of such Core Portfolio Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the loan

specifically to fund construction in progress; and

(xxx)there is full recourse to the Obligor for principal and interest payments with

respect to such Core Portfolio Investment.

“Eligible Debt Security” means, on any date of determination, any Debt Security held by

Borrower as a Portfolio Investment that meets the following conditions:

(i)

the investment in the Debt Security was made in accordance with the terms

of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

(ii)

the Debt Security has an Eligible Investment Rating;

17581681331760230052

(iii)

a Value Triggering Event related to the Debt Security has not occurred and

is not continuing;

(iv)

the Debt Security is not a Defaulted Investment and is not owed by an

Obligor that is subject to an Insolvency Event or as to which the Borrower has received

notice of an imminent Insolvency Event proceeding;

(v)

the Obligor of such Debt Security has executed all appropriate

documentation, if any, required in accordance with applicable Investment Policies;

(vi)

the Debt Security, together with the Investment Documents related thereto

(if any), is a “general intangible”, an “instrument”, an “account”, or “chattel paper”, within

the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(vii)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the purchase of such Debt Security have been duly obtained, effected

or given and are in full force and effect, except where the failure to do so, individually or

in the aggregate, could not reasonably be expected to result in a material adverse effect on

the value, validity or collectability of such Debt Security;

(viii) the Debt Security is denominated and payable only in Dollars in the United

States, Canadian Dollars in Canada or Euro in any Participating Member State, and the

Primary Obligor for such Debt Security is organized under the laws of, and maintains its

chief executive office in, (A) the United States or any state or territory thereof or (B) subject

to clause (f) of the definition of “Borrowing Base”, (x) Canada or any province thereof or

(y) any Participating Member State;

(ix)

the Debt Security bears current all cash interest, which is due and payable

no less frequently than semi-annually;

(x)

the Obligor with respect to the Debt Security is not (A) an Affiliate of the

Borrower or any other Person whose investments are primarily managed by the Borrower

or any Affiliate of the Borrower, unless such Debt Security is expressly approved by the

Administrative Agent (in its sole discretion), (B) a Governmental Authority (except in the

case of a Debt Security, with an Investment Grade Rating, issued by the United States of

America or any state or municipality or other political subdivision of the United States of

America) or (C) primarily in the business of nuclear waste;

(xi) all information delivered by any Loan Party to the Administrative Agent

with respect to such Debt Security is true and correct in all material respects to the

knowledge of such Loan Party;

(xii)

the proceeds of such Debt Security are not used to finance construction

projects or activities in the form of a traditional construction loan where the only collateral

17581681331760230052

for the loan is the project under construction and draws are made on the loan specifically

to fund construction in progress; and

(xiii)the Debt Security is a Quoted Investment.

“Eligible Investment Grade Debt Security” means an Eligible Debt Security that has, as of

the applicable date of determination of Value for such Eligible Debt Security, an Investment Grade

Rating.

“Eligible Investment Rating” means, as of any date of determination with respect to a

Portfolio Investment, an investment rating of “Grade 3” or better as determined in accordance with

the Investment Policies.

“Eligible Investments” means, collectively, the following investments of the Borrower and

the Guarantors: Cash and Cash Equivalents, the Eligible Quoted Senior Bank Loan Investments,

the Eligible Investment Grade Debt Securities, the Eligible Core Portfolio Investments, the

Eligible Unquoted Senior Bank Loan Investments and the Eligible Non-Investment Grade Debt

Securities.

“Eligible Non-Investment Grade Debt Security” means an Eligible Debt Security that does

not have, as of the applicable date of determination of Value for such Eligible Debt Security, an

Investment Grade Rating.

“Eligible Quoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is a Quoted Investment.

“Eligible Senior Bank Loan Investment” means, on any date of determination, any Senior

Bank Loan Investment of Borrower that meets the following conditions:

(i)

the Senior Bank Loan Investment is evidenced by Investment Documents

that are in full force and effect and constitute the legal, valid and binding obligation of the

Obligor of such Senior Bank Loan Investment to pay the stated amount of the Loan and

interest thereon without right of rescission, set off, counterclaim or defense, and the related

Investment Documents are enforceable against such Obligor in accordance with their

respective terms, provided that the enforceability thereof is subject in each case to general

principles of equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law) and to bankruptcy, insolvency and similar laws affecting

the enforcement of creditors’ rights generally, and, to the knowledge of the Borrower, are

not the subject of any material dispute;

(ii)

the Senior Bank Loan Investment was made in accordance with the terms

of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

17581681331760230052

(iii)

such Senior Bank Loan Investment is secured by a first priority (subject to

Liens for “ABL” revolvers and other encumbrances that are customarily permitted to be

senior under a first lien debt obligation), perfected security interest on a substantial portion

of the assets of the respective Obligor(s);

(iv)

the terms and conditions of such Senior Bank Loan Investment provide the

Borrower with the power to approve or deny any amendments, supplements, waivers or

other modifications of such terms and conditions that would (A) increase the commitment

or other obligations of the Borrower thereunder, (B) reduce the amount of, or defer the date

fixed for any payment of, principal, interest or fees due or owing to Borrower, or change

the manner of application of any payments owing to Borrower, under the Investment

Documents, (C) change the percentage of lenders under such Senior Bank Loan Investment

required to take any action under the applicable Investment Documents or (D) release or

substitute all or substantially all of the collateral held as security for, or release any guaranty

given to support payment of the obligations of, the Obligor under the applicable Investment

Documents;

(v)

the Senior Bank Loan Investment has an Eligible Investment Rating;

(vi)

the terms of the Senior Bank Loan Investment have not been amended or

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or, after giving effect to any applicable grace or cure

period, extend the time for payment of principal or (B) reduce the rate or, after giving effect

to any applicable grace or cure period, extend the time of payment of interest (or any

component thereof), in each case without the consent of the Administrative Agent and the

Required Lenders, such consents not to be unreasonably withheld or delayed.

Notwithstanding the foregoing in this clause (vi), any refinancing, restructuring, or new

Debt obligation that does not forgive or reduce any amount of the principal owing with

respect to such existing Senior Bank Loan Investment and results from a syndication

process by the lenders or administrative agent party to such Senior Bank Loan Investment

shall be deemed a new Senior Bank Loan Investment for purposes of this clause (vi) and

not an amendment, deferral or waiver of such existing Senior Bank Loan Investment;

(vii)

a Value Triggering Event related to the Senior Bank Loan Investment has

not occurred and is not continuing;

(viii) the Senior Bank Loan Investment is not a Defaulted Investment and is not

owed by an Obligor that is subject to an Insolvency Event or as to which the Borrower has

received notice of an imminent Insolvency Event proceeding;

(ix)

the Obligor of such Senior Bank Loan Investment has executed all

appropriate documentation required in accordance with applicable Investment Policies;

(x)

the Senior Bank Loan Investment, together with the Investment Documents

related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel paper”,

17581681331760230052

within the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(xi)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Senior Bank Loan Investment have been duly

obtained, effected or given and are in full force and effect, except where the failure to do

so, individually or in the aggregate, could not reasonably be expected to result in a material

adverse effect on the value, validity or collectability of such Senior Bank Loan Investment;

(xii)

the Senior Bank Loan Investment is denominated and payable only in

Dollars in the United States, Canadian Dollars in Canada or Euro in any Participating

Member State, and the Primary Obligor for such Senior Bank Loan Investment is organized

under the laws of, and maintains its chief executive office in, (A) the United States or any

state thereof or (B) subject to clause (f) of the definition of “Borrowing Base”, (x) Canada

or any province thereof or (y) any Participating Member State;

(xiii)the Senior Bank Loan Investment bears current interest, which is due and

payable no less frequently than semi-annually;

(xiv)

the Senior Bank Loan Investment, together with the Investment Documents

related thereto, does not contravene in any material respect any Applicable Laws and with

respect to which no Obligor is in violation of any Applicable Laws or the terms and

conditions of such Investment Documents, to the extent any such violation results in or

would be reasonably likely to result in (a) an adverse effect upon the value or collectability

of such Senior Bank Loan Investment or (b) a material adverse change in, or a material

adverse effect upon, any of (1) the financial condition, operations, business or properties

of the Obligor or any of its respective Subsidiaries, taken as a whole, (2) the rights and

remedies of the Borrower under the Investment Documents, or the ability of the Obligor or

any other loan party thereunder to perform its obligations under the Investment Documents

to which it is a party, as applicable, taken as a whole, or (3) the collateral securing the

Senior Bank Loan Investment, or the Liens thereon or the priority of such Liens;

(xv)

the Senior Bank Loan Investment, together with the related Investment

Documents, is fully assignable subject to the customary right of the obligor in a syndicated

loan or credit facility to consent to an assignment (which consent shall not be unreasonably

withheld) prior to an event of default under such Senior Bank Loan Investment and the

customary right in a syndicated loan or credit facility of the administrative agent under

such syndicated loan or credit facility to consent to the assignment (which consent shall

not be unreasonably withheld); provided that, the Senior Bank Loan Investment may

contain the following restrictions on customary and market based terms: (a) restrictions

pursuant to which assignments may be subject to the consent of the obligor or issuer or

agent under the Senior Bank Loan Investment so long as the applicable provision also

provides that such consent may not be unreasonably withheld, (b) customary restrictions

in respect of minimum assignment amounts, (c) restrictions on transfer to parties that are

not “eligible assignees” within the customary and market based meaning of the term, and

17581681331760230052

(d) restrictions on transfer to the applicable obligor or issuer under the Senior Bank Loan

Investment or its equity holders or financial sponsor entities or competitors or, in each case,

their affiliates; provided, further, that in the event that a Loan Party is a party to an

intercreditor arrangement with other lenders thereof with payment rights or lien priorities

that are junior or senior to the rights of such Loan Party, such Portfolio Investment may be

subject to customary and market based rights of first refusal, rights of first offer and

purchase rights in favor, in each case, of such other lenders thereof;

(xvi)

the Senior Bank Loan Investment was documented and closed in

accordance with applicable Investment Policies, and each original promissory note, if any,

representing the portion of such Senior Bank Loan Investment payable to the Borrower has

been delivered to the Collateral Custodian, duly endorsed as collateral;

(xvii) the Senior Bank Loan Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the Senior

Bank Loan Investment have been made or taken;

(xviii) any Related Property with respect to such Senior Bank Loan Investment is

insured in accordance with the applicable Investment Documents;

(xix)

such Senior Bank Loan Investment will not cause the Borrower to be

deemed to own 5.0% or more of the voting securities of any publicly registered issuer or

any securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xx)

the financing of such Senior Bank Loan Investment by the Lenders does not

contravene in any material respect Regulation U of the Federal Reserve Board, nor require

the Lenders to undertake reporting thereunder which it would not otherwise have cause to

make and such Senior Bank Loan Investment does not represent payment obligations

relating to “put” rights relating to Margin Stock;

(xxi)

any taxes due and payable in connection with the making of such Senior

Bank Loan Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

(xxii) such Senior Bank Loan Investment does not contain a confidentiality

provision that restricts the ability of the Administrative Agent (assuming the

Administrative Agent agrees to be bound by the terms of the applicable confidentiality

provision), on behalf of the Secured Parties, to exercise its rights under the Loan

Documents, including, without limitation, its rights to review the Senior Bank Loan

Investment, the related Investment File or the Borrower’s credit approval file in respect of

such Senior Bank Loan Investment, unless the Administrative Agent and any Secured

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Party, as applicable, is permitted to avoid such restriction by agreeing to maintain the

confidentiality of such information in accordance with the provisions of the Investment

Documents and has agreed to the terms thereof;

(xxiii) the Obligor with respect to such Senior Bank Loan Investment is not (A) an

Affiliate of the Borrower or any other Person whose investments are primarily managed

by the Borrower or any Affiliate of the Borrower, unless such Senior Bank Loan

Investment is expressly approved by the Administrative Agent (in its sole discretion), (B)

a Governmental Authority or (C) primarily in the business of nuclear waste;

(xxiv) all information delivered by any Loan Party to the Administrative Agent

with respect to such Senior Bank Loan Investment is true and correct in all material respects

to the knowledge of such Loan Party;

(xxv) such Senior Bank Loan Investment is not (A) any type of bond, whether

high yield or otherwise, or any similar financial interest, (B) an Equity Security and does

not by its terms permit the payment obligation of the Obligor thereunder to be converted

into or exchanged for equity capital of such Obligor or (C) a participation interest;

(xxvi) the proceeds of such Senior Bank Loan Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the loan

specifically to fund construction in progress; and

(xxvii) there is full recourse to the Obligor for principal and interest payments with

respect to such Senior Bank Loan Investment.

“Eligible Unquoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is an Unquoted Investment.

“Environmental Authority” means any foreign, federal, state, local or regional government

that exercises any form of jurisdiction or authority under any Environmental Requirement.

“Environmental Authorizations” means all licenses, permits, orders, approvals, notices,

registrations or other legal prerequisites for conducting the business of a Loan Party or any

Subsidiary of a Loan Party required by any Environmental Requirement.

“Environmental Judgments and Orders” means all judgments, decrees or orders arising

from or in any way associated with any Environmental Requirements, whether or not entered upon

consent or written agreements with an Environmental Authority or other entity arising from or in

any way associated with any Environmental Requirement, whether or not incorporated in a

judgment, decree or order.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,

regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises,

licenses, agreements or other governmental restrictions relating to the environment or to emissions,

discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or

17581681331760230052

industrial, toxic or hazardous substances or wastes into the environment, including, without

limitation, ambient air, surface water, groundwater or land, or otherwise relating to the

manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of

pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or

hazardous substances or wastes or the clean-up or other remediation thereof.

“Environmental Liabilities” means any liabilities, whether accrued, contingent or

otherwise, arising from and in any way associated with any Environmental Requirements.

“Environmental Notices” means notice from any Environmental Authority or by any other

person or entity, of possible or alleged noncompliance with or liability under any Environmental

Requirement, including without limitation any complaints, citations, demands or requests from

any Environmental Authority or from any other person or entity for correction of any violation of

any Environmental Requirement or any investigations concerning any violation of any

Environmental Requirement.

“Environmental Proceedings” means any judicial or administrative proceedings arising

from or in any way associated with any Environmental Requirement.

“Environmental Releases” means releases as defined in CERCLA or under any applicable

federal, state or local environmental law or regulation and shall include, in any event and without

limitation, any release of petroleum or petroleum related products.

“Environmental Requirements” means any legal requirement relating to health, safety or

the environment and applicable to a Loan Party, any Subsidiary of a Loan Party or the Properties,

including but not limited to any such requirement under CERCLA or similar state legislation and

all federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.

“Equity Security” means any equity security or other obligation or security that does not

entitle the holder thereof to receive periodic payments of interest and one or more installments of

principal.

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

time to time, or any successor law and all rules and regulations from time to time promulgated

thereunder. Any reference to any provision of ERISA shall also be deemed to be a reference to

any successor provision or provisions thereof.

“Erroneous Payment” has the meaning assigned to it in Section 7.13(a).

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

7.13(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.13(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.13(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.13(d).

17581681331760230052

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” means a single currency of the Participating Member States.

“Event of Default” has the meaning set forth in Section 6.01.

“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of

any amount denominated in a currency other than Dollars, the rate at which such other currency

may be exchanged into Dollars at approximately 11:00 a.m. London time on such day as set forth

on the Bloomberg World Currency Value Page for such currency. In the event that such rate does

not appear on such Bloomberg Page (or on any successor or substitute page), the Exchange Rate

shall be determined by reference to such other publicly available information service for displaying

exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the

absence of such an agreement, the Exchange Rate shall instead be the arithmetic average of the

spot rates of exchange of the Administrative Agent in the market where its foreign currency

exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m.

New York City time on such date for the purchase of Dollars with such currency for delivery two

(2) Business Days later; provided that if at the time of any such determination, for any reason, no

such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems

appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation

if, and to the extent that, all or a portion of the Guarantee of such Guarantor pursuant to Article X,

or the grant by such Guarantor of a security interest pursuant to the Collateral Documents to secure,

such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity

Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or

the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for

any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange

Act (determined after giving effect to Article X and any other “keepwell, support or other

agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap

Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such

Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap

Obligation arises under a master agreement governing more than one swap, such exclusion shall

apply only to the portion of such Swap Obligation that is attributable to swaps for which such

Guarantee or security interest is or becomes excluded in accordance with the first sentence of this

definition.

“Excluded Taxes” means, with respect to the Administrative Agent, theany Issuing Bank,

any Lender or any other recipient of any payment to be made by or on account of any obligation

of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however

denominated), and franchise Taxes imposed on it, by the jurisdiction (or any political subdivision

thereof) under the laws of which such recipient 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, (b) any

branch profits Taxes imposed by the United States of America or any similar Tax imposed by any

17581681331760230052

other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender, any

withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such

Foreign Lender becomes a party hereto (other than pursuant to an assignment request by the

Borrower under Section 9.04(c)) or designates a new lending office or is attributable to such

Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with

Section 2.12(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled,

at the time of designation of a new lending office (or assignment), to receive additional amounts

from the Borrower with respect to such withholding Tax pursuant to Section 2.12(e), and (d) any

withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning given such term in the Recitals.

“Existing Loan Documents” has the meaning given such term in the Recitals.

“Extended Commitment Termination Date” means, with respect to each Extending Lender,

April 30June 28, 20292030.

“Extended Final Maturity Date” means, with respect to each Extending Lender, April

30June 29, 20302031.

“Extending Lender” means each Lender designated as an “Extending Lender” on Schedule

2.01.

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

“Extraordinary Receipts” means any cash received by or paid to any Loan Party on account

of any foreign, United States, state or local Tax refunds, pension plan reversions, judgments,

proceeds of settlements or other consideration of any kind in connection with any cause of action,

condemnation awards (and payments in lieu thereof), indemnity payments received not in the

ordinary course of business and any purchase price adjustment received not in the ordinary course

of business in connection with any purchase agreement and proceeds of insurance (excluding,

however, for the avoidance of doubt, proceeds of any issuance of Capital Securities and issuances

of Debt by any Loan Party); provided that Extraordinary Receipts shall not include any (x) amounts

that the Borrower receives from the Administrative Agent or any Lender pursuant to Section

2.12(e)(vii), or (y) cash receipts to the extent received from proceeds of insurance, condemnation

awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or

settlements of claims, litigation or proceedings to the extent that such proceeds, awards or

payments are received by any Person in respect of any unaffiliated third party claim against or loss

by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of)

such claim or loss and the costs and expenses of such Person with respect thereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any

amended or successor version that is substantively comparable and not materially more onerous to

comply with) and any current or future regulations or official interpretations thereof or any

intergovernmental agreement between the United States and another jurisdiction facilitating the

17581681331760230052

implementation thereof (or any law, regulation or official interpretation implementing such an

intergovernmental agreement).

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if

necessary, to the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight

Federal funds transactions with members of the Federal Reserve System arranged by Federal funds

brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day

next succeeding such day, provided that (i) if the day for which such rate is to be determined is not

a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the

next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such

rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate

charged to Truist on such day on such transactions as determined by the Administrative Agent.

“Final Maturity Date” means (i) in the case of any Extending Lender, the Extended Final

Maturity Date and (ii) in the case of any Non-Extending Lender, such Non-Extending Lender’s

applicable Non-Extended Final Maturity Date.

“First Lien Investment” means a Portfolio Investment constituting a Debt obligation (other

than a Senior Bank Loan Investment) that is secured by the pledge of collateral and which has the

most senior pre-petition priority (subject to Liens for “ABL” revolvers and other encumbrances

that are customarily permitted to be senior under a first lien debt obligation) in any bankruptcy,

reorganization, arrangement, insolvency, or liquidation proceedings.

“Fiscal Quarter” means any fiscal quarter of the Borrower.

“Fiscal Year” means any fiscal year of the Borrower.

“Fitch” means Fitch Ratings, Inc. or Fitch Ratings Ltd., as applicable.

“Floor” means zero percent (0.00%).

“Foreclosed Subsidiary” shall mean any Person that becomes a direct or indirect

Subsidiary of the Borrower solely as a result of the Borrower or any other Subsidiary of the

Borrower acquiring the Capital Securities of such Person, through a bankruptcy, foreclosure or

similar proceedings, with the intent to sell or transfer all of the Capital Securities of such Person;

provided, that, in the event that the Borrower or such Subsidiary of the Borrower is unable to sell

all of the Capital Securities of such Person within 180 days after the Borrower or such Subsidiary

of the Borrower acquires the Capital Securities of such Person, such Person shall no longer be

considered a “Foreclosed Subsidiary” for purposes of this Agreement.

“Foreign Currency” means at any time any currency other than Dollars.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other

than that in which the Borrower is resident for tax purposes. For purposes of this definition, the

United States of America, each State thereof and the District of Columbia shall be deemed to

constitute a single jurisdiction.

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“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

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

Lender’s Applicable Percentage of (a) outstanding Swing Advances made by thea Swingline

Lender other than Swing Advances as to which such Defaulting Lender’s participation obligation

has been reallocated to other Lenders and (b) outstanding LC Exposure with respect to Letters of

Credit issued by thean Issuing Bank other than LC Exposure as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance

with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in

making, purchasing, holding or otherwise investing in commercial loans and similar extensions of

credit in the ordinary course of its business.

“Funded Debt” has the meaning set forth in Section 2.06(a).

“GAAP” means generally accepted accounting principles applied on a basis consistent with

those which, in accordance with Section 1.02, are to be used in making the calculations for

purposes of determining compliance with the terms of this Agreement.

“Governmental Authority” means the government of the United States of America or any

other nation, or of any political subdivision thereof, whether state or local, and any agency,

authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

government (including any supra-national body exercising such powers or functions, such as the

European Union or the European Central Bank).

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person

directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without

limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,

of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or

payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements,

by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral

security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered

into for the purpose of assuring in any other manner the obligee of such Debt or other obligation

of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in

part), provided that the term Guarantee shall not include (x) endorsements for collection or deposit

in the ordinary course of business or (y) customary indemnification agreements entered into in the

ordinary course of business, provided that such indemnification obligations are unsecured, such

Person has determined that liability thereunder is remote and such indemnification obligations are

not the functional equivalent of the guaranty of a payment obligation of the primary obligor. The

term “Guarantee” used as a verb has a corresponding meaning.

“Guaranteed Obligations” means the Obligations, any and all liabilities, indebtedness and

obligations of any and every kind and nature, heretofore, now or hereafter owing, arising, due or

payable from the Borrower to one or more of the Lenders, the Hedge Counterparties, any Secured

17581681331760230052

Party, the Administrative Agent, or any of them, arising under or evidenced by this Agreement,

the Notes, the Collateral Documents or any other Loan Document; provided, however, the term

“Guaranteed Obligations” with respect to any Specified Guarantor shall exclude, in all cases, any

Excluded Swap Obligations of such Specified Guarantor.

“Guarantors” means collectively: (a) the Initial Guarantors; and (b) all direct and indirect

Domestic Subsidiaries of the Borrower or Guarantors acquired, formed or otherwise in existence

on or after the SeventhNinth Amendment Effective Date and required to become a Guarantor

pursuant to Section 5.28; provided, however, (i) no SBIC Entity shall be a Guarantor until required

pursuant to Section 5.28, (ii) no SPV Subsidiary shall be a Guarantor, (iii) no Immaterial

Subsidiary shall be a Guarantor and (iv) no Foreclosed Subsidiary shall be a Guarantor. For the

avoidance of doubt, MSC shall not be a Guarantor.

“Hazardous Materials” includes, without limitation, (a) solid or hazardous waste, as

defined in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. §6901 et seq. and its

implementing regulations and amendments, or in any applicable state or local law or regulation,

(b) any “hazardous substance”, “pollutant” or “contaminant”, as defined in CERCLA, or in any

applicable state or local law or regulation, (c) gasoline, or any other petroleum product or by-

product, including crude oil or any fraction thereof, (d) toxic substances, as defined in the Toxic

Substances Control Act of 1976, or in any applicable state or local law or regulation and (e)

insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and

Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act,

statute or regulation may be amended from time to time.

“Hedge Counterparty” means Truist or any Lender that provides the initial funding of any

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

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

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

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

Lenders) which Lender or Additional Lender has provided the Administrative Agent with a fully

executed designation notice substantially in the form of Exhibit I, or any of their respective

Affiliates, in each case solely until such Person has assigned all of its interests under this

Agreement, that enters into a Hedging Agreement with any Loan Party that is permitted by Section

5.35.

“Hedge Transaction” of any Person shall mean any transaction (including an agreement

with respect thereto) now existing or hereafter entered into by such Person that is a rate swap, basis

swap, forward rate transaction, commodity swap, interest rate option, foreign exchange

transaction, cap transaction, floor transaction, collateral transaction, forward transaction, currency

swap transaction, cross-currency rate swap transaction, currency option or any other similar

transaction (including any option with respect to any of these transactions) or any combination

thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity

prices or other financial measures.

“Hedging Agreement” means each agreement or amended and restated agreement between

any Loan Party and a Hedge Counterparty that governs one or more Hedge Transactions entered

17581681331760230052

into pursuant to Section 5.35, which agreement shall consist of a “Master Agreement” in a form

published by the International Swaps and Derivatives Association, Inc., together with a “Schedule”

thereto in the form the Administrative Agent shall approve in writing, and each “Confirmation”

thereunder confirming the specific terms of each such Hedge Transaction.

“Hedging Obligations” of any Person shall mean any and all obligations of such Person,

whether absolute or contingent and howsoever and whensoever created, arising, evidenced or

acquired under (i) any and all Hedge Transactions, (ii) any and all cancellations, buy backs,

reversals, terminations or assignments of any Hedge Transactions and (iii) any and all renewals,

extensions and modifications of any Hedge Transactions and any and all substitutions for any

Hedge Transactions.

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated”

as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the

Borrower may at any time change any such designation); provided that such designated Immaterial

Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent

balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such

Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an

amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date;

and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis)

for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated

revenues of the Borrower and its Subsidiaries for such period.

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

“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 Loan

Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Initial Advances” has the meaning set forth in Section