0001193125-17-059047 Sample Contracts

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2017 • NexPoint Capital, Inc. • Massachusetts

AMENDMENT NO. 2 (this “Amendment”), dated as of January 3, 2017, to the Credit Agreement, dated as of January 6, 2015, by and among NEXPOINT CAPITAL, INC., a Delaware corporation (herein referred to as the “Borrower”), the Banks party thereto from time to time and STATE STREET BANK AND TRUST COMPANY, as agent for the Banks (in such capacity, the “Agent”), as amended, supplemented or otherwise modified by Amendment No. 1, dated as of January 5, 2016 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

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SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Sub-Administration and Accounting Agreement • February 27th, 2017 • NexPoint Capital, Inc. • New York

This Sub-Administration and Accounting Agreement (“Agreement”) dated and effective as of August 26, 2014, is by and among State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator”), and NexPoint Advisors, L.P., a Delaware limited partnership (the “Administrator”, and together with the Sub-Administrator, the “Parties”).

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