0001104659-14-076483 Sample Contracts

MAIN STREET CAPITAL CORPORATION (a Maryland Corporation)
Underwriting Agreement • November 4th, 2014 • Main Street Capital CORP • New York

The Securities will be issued under an indenture dated as of April 2, 2013 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of November 5, 2014 (the “Second Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Securities will be issued to Cede & Co. as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations (the “DTC Agreement”) between the Company and DTC. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 4th, 2014 • Main Street Capital CORP • North Carolina

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 22nd day of October, 2014 (the “Third Amendment Effective Date”), by and among MAIN STREET CAPITAL CORPORATION, a Maryland corporation (the “Borrower”), the GUARANTORS party to the Credit Agreement (as defined below) (the “Guarantors”), BRANCH BANKING AND TRUST COMPANY (the “Administrative Agent”), and the lenders party hereto (the “Lenders”).

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