**EXHIBIT 10.1**

**EXECUTION COPY**

**THIRD AMENDMENTTO**

**AMENDEDAND RESTATED REVOLVINGCREDITAND SECURITY AGREEMENT**

THISTHIRD AMENDMENTTO AMENDEDAND RESTATED REVOLVING CREDITAND SECURITY AGREEMENT,dated as of March 29, 2013 (the *“Amendment”*), is made pursuant to that certain Amended and Restated Revolving Credit and Security Agreement dated as of May 14, 2012 (as amended, restated, modified or supplemented from timeto time, the *“Agreement”*), among PENNANTPARK FLOATING RATE FUNDING I, LLC, a Delaware limited liability company, as borrower (together with its permittedsuccessors and assigns, the *“Borrower”*); PENNANTPARK INVESTMENT ADVISERS, LLC, a Delaware limited liability company, as the collateral manager (together with its permittedsuccessors and assigns, the *“Collateral Manager”*); the LENDERS from time to time party thereto; SUNTRUST BANK (*“SunTrust Bank”*), as administrative agentfor the Secured Parties (in such capacity, together with its successors and assigns, the *“Administrative Agent”*), U.S. BANK NATIONAL ASSOCIATION, as collateral agent for the SecuredParties (in such capacity, together with its successors and assigns, the *“Collateral Agent”*); U.S. BANK NATIONAL ASSOCIATION, as custodian (in such capacity, together with its successorsand assigns, the *“Custodian”*); U.S. BANK NATIONAL ASSOCIATION, as collateral administrator (in such capacity, together with its successors and assigns, the *“CollateralAdministrator”*); and U.S. BANK NATIONAL ASSOCIATION, as backup collateral manager (in such capacity, together with its successors and assigns, the *“Backup Collateral Manager”*).

**W ITNESSETH :**

WHEREAS, the Borrower, the Collateral Manager, the Lenders, theCollateral Agent, the Backup Collateral Manager, the Custodian and the Administrative Agent have previously entered into and are currently party to the Agreement; 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree asfollows: 

*Section 1. Defined Terms.*Unless otherwise amended by the terms of this Amendment, terms used in thisAmendment shall have the meanings assigned in the Agreement. 

*Section 2. Amendments.*

2.1. The defined term *“Applicable Margin”* appearing in Section 1.01 of the Agreement is herebyamended and restated in its entirety and as so amended and restated shall read as follows: 

*“Applicable Margin”* means (a) during the Reinvestment Period, 2.00% *per annum*; and(b) after the Reinvestment Period, 4.25% *per annum*; *provided, however,* that, upon the occurrence and continuation of an Event of Default, the Applicable Margin shall be 4.75% *per annum*. 

2.2. The defined term *“Facility Amount”* appearing in Section 1.01 of the Agreement is hereby amended and restated inits entirety and as so amended and restated shall read as follows: 

*“Facility Amount”*means(a) on or prior to the Commitment Termination Date, $125,000,000 (as such amount may be reduced from time to time pursuant to Section 2.06) and (b) following the Commitment Termination Date, the outstanding principal balance ofall the Advances; *provided* that the Facility Amount may be increased by the Borrower from time to time in accordance with Section 2.15 hereof. 

2.3. The defined term *“Reinvestment Period**”*appearing in Section 1.01 of the Agreement is hereby amended and restated in its entirety and as so amended and restated shall read as follows: 

*“Reinvestment Period”*means the period from and including the Closing Date to and including the earlier of (a) May 14, 2016 (or such later date as may be agreed by the Borrower andeach of the Lenders and notified in writing to the Agents) or (b) the date of the termination of the Commitments pursuant to Section 6.01. 

*Section 3. Conditions Precedent*. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Administrative Agent) of all of the following conditions precedent:

3.1. The Borrower shall have provided to the Administrative Agent a secretary’s certificate of theBorrower certifying (i) as to its Constituent Documents, (ii) as to its resolutions or other action of its board of directors or members approving this Amendment, the Agreement and the other Facility Documents to which it is a party andthe transactions contemplated thereby, (iii) that its representations and warranties set forth in the Facility Documents to which it is a party are true and correct in all material respects as of the date first set forth above (except to theextent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iv) no Default or Event of Defaulthas occurred nor is continuing or shall result after giving effect hereto, and (v) as to the incumbency and specimen signature of each of its Responsible Officers authorized to execute the Facility Documents (and any subsequent amendments tosuch documents) to which it is a party. 

3.2. The Borrower shall have provided an executed legal opinion(addressed to each of the Secured Parties) of Dechert LLP, New York counsel to the Borrower covering such matters as the Administrative Agent and its counsel shall reasonably request. 

3.3. The Administrative Agent shall have received a copy of this Amendment and the Lender Fee Letter dated as of the datefirst set forth above. In each case, such document shall have been duly executed and delivered by the parties thereto, and such document shall be in full force and effect. 

3.4. The Borrower shall have paid to the Lenders in immediately available funds all fees called for by the Lender FeeLetter. 

*Section 4. Representations of the Borrower and Collateral Manager.* Each of Borrower and CollateralManager hereby represent and warrant to the parties hereto that as of the date hereof each of their respective representations and warranties contained in Article IV of the Agreement and any other Facility Documents to which it is a party aretrue and correct in all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, and then are true and correct as of suchearlier date). 

*Section 5. Agreement in Full Force and Effect.* Except as expressly set forth herein, all terms andconditions of the Agreement, as amended, shall remain in full force and effect. 

*Section 6. Execution inCounterparts.* This Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the sameagreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. 

*Section 7. Governing Law.* THIS AMENDMENTSHALLBECONSTRUEDINACCORDANCEWITHTHELAWSOFTHE STATEOF NEW YORK,WITHOUTREFERENCETOCONFLICTOFLAWPRINCIPLES, ANDTHEOBLIGATIONS, RIGHTSANDREMEDIESOFTHEPARTIESHEREUNDERSHALLBEDETERMINEDINACCORDANCEWITHTHELAWSOFTHE STATEOF NEW YORK. 

*Section 8. Authorization.* The Administrative Agent (on behalf of the Lenders) hereby authorizes and directs the Collateral Agent, Custodian, Collateral Administrator and Backup CollateralManager to enter into this Amendment. 

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto havecaused this Third Amendment to the Amended and Restated Revolving Credit and Security Agreement to be executed and delivered by their duly authorized officers as of the date hereof. 

 
PENNANTPARK FLOATING RATE FUNDING I, LLC, as Borrower
By: PENNANTPARK FLOATING RATE CAPITALLTD., its Designated Manager
By: 
/s/ Arthur Penn
 Name: 
Arthur Penn
 Title: 
CEO

PENNANTPARK INVESTMENT ADVISERS, LLC,