FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is made as of the 26th day of March, 2009,
by and among MAIN STREET CAPITAL CORPORATION, a Maryland
corporation, MAIN STREET CAPITAL PARTNERS, LLC, a Delaware limited
liability company, MAIN STREET EQUITY INTERESTS, INC., a Delaware
corporation, the LENDERS listed on the signature pages hereof and
BRANCH BANKING AND TRUST COMPANY, as Administrative
Agent.
The Borrower, the Guarantors, the Administrative
Agent and the Lenders have entered into a certain Credit Agreement
dated as of October 24, 2008 (referred to herein as 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.
The Borrower and Guarantors have requested that
the Administrative Agent and the Lenders amend certain terms and
conditions of the Credit Agreement. The Lenders, the Administrative
Agent, the Guarantors and the Borrower desire to so amend the
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 Guarantors, the
Administrative Agent and the Lenders, intending to be legally bound
hereby, agree as follows:
SECTION 1. Recitals . The Recitals are
incorporated herein by reference and shall be deemed to be a part
of this Amendment.
SECTION 2. Amendments . The Credit
Agreement is hereby amended as set forth in this
Section 2 .
SECTION 2.01. Amendment to
Section 1.01 . Section 1.01 of the Credit Agreement
is hereby amended as follows:
(a) by amending and restating the
definition of “Consolidated EBITDA” in its entirety to
read as follows:
“ “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.
Notwithstanding the fact that the SBIC Entities are not Loan
Parties, the SBIC Entities shall be included for purposes of
calculating Consolidated EBITDA. ”
(b) by adding the following new definition
in appropriate alphabetical order:
“ “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. Notwithstanding the fact that the SBIC
Entities are not Loan Parties, the SBIC Entities shall be included
for purposes of calculating Consolidated Net Investment Income.
”; and
(c) by deleting the definition of
“Consolidated Net Realized Income” appearing
therein.
SECTION 2.02. Amendment to
Section 5.27(d). Section 5.27(d) of the Credit
Agreement is hereby amended by replacing the defined term
“Consolidated Net Realized Income” appearing in the
last sentence therein with the defined term “Consolidated Net
Investment Income”.
SECTION 3. Conditions to Effectiveness .
The effectiveness of this Amendment and the obligations of the
Lenders hereunder are subject to the following conditions,
un
