TCP CAPITAL CORP. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2011 • Special Value Continuation Fund, LLC • New York
The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
INVESTMENT MANAGEMENT AGREEMENT dated as of [ ], 2011 BY AND BETWEEN TCP CAPITAL CORP., a Delaware Corporation AND TENNENBAUM CAPITAL PARTNERS, LLC, a Delaware limited liability companyInvestment Management Agreement • May 13th, 2011 • Special Value Continuation Fund, LLC • New York
This Investment Management Agreement (the “ Agreement ”), dated as of [ ], 2011, is made by and between TCP Capital Corp. (the “ Company ”), a Delaware corporation which will elect to be treated as a business development company under the Investment Company Act of 1940 (the “ 1940 Act ”), and Tennenbaum Capital Partners, LLC (the “ Investment Manager ”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).
AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF SPECIAL VALUE CONTINUATION PARTNERS, LP a Delaware Limited Partnership Dated as of [ ], 2011Partnership Agreement • May 13th, 2011 • Special Value Continuation Fund, LLC • Delaware
This Amended and Restated Partnership Agreement, dated as of [ ], 2011 (this "Agreement"), when executed by Special Value Continuation Fund, LLC (the "Parent") as limited partner and by SVOF/MM, LLC (the "General Partner") as general partner, shall be the partnership agreement of the Company.
FORM OF ADMINISTRATION AGREEMENTForm Of • May 13th, 2011 • Special Value Continuation Fund, LLC • New York
AGREEMENT (this "Agreement") made as of [ ], 2011 by and between TCP Capital Corp., a Delaware corporation (hereinafter referred to as the "Corporation"), and SVOF/MM, LLC, a Delaware limited liability company (hereinafter referred to as the "Administrator").
