EXECUTION VERSION







 





AMENDMENT NO. 3 TO LOAN
FINANCING AND SERVICING AGREEMENT, dated as of February 19, 2014 (this “Amendment”), among TCPC Funding I, LLC,
a Delaware limited liability company (the “Borrower”), Wells Fargo Bank, National Association, as collateral
agent and collateral custodian (the “Collateral Agent”), Saratoga Funding Corp., LLC, as a conduit lender and
as an uncommitted lender (the “Conduit Lender”), Deutsche Bank AG, New York Branch, as agent for the Lender
Groups (the “Agent”) and as a committed lender (the “Committed Lender”) and Deutsche Bank
AG, New York Branch, as administrative agent (the “Administrative Agent”).


 


WHEREAS, the Borrower,
the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender and the Administrative Agent are party to the Loan Financing
and Servicing Agreement, dated as of May 15, 2013 (as amended, supplemented, amended and restated and otherwise modified from time
to time, the “Loan Agreement”); and


 


WHEREAS, the Borrower,
the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender and the Administrative Agent have agreed to amend the
Loan Agreement in accordance with the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 


Definitions


 


SECTION 1.1. Defined Terms.
Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.


 


ARTICLE
II


 


Amendments


 


SECTION
2.1.Amendments to Section 1.1 of the Loan Agreement. Section 1.1 of the Loan Agreement is hereby amended by:


 


(a)deleting
the definitions of “Facility Amount” and “Revolving Period” and inserting in lieu thereof the following:


 


““Facility
Amount” means (a) prior to the earlier to occur of August 13, 2013 and the end of the Revolving Period, $25,000,000,
(b) on and after August 13, 2013 and prior to the earlier to occur of September 10, 2013 and the end of the Revolving Period, $50,000,000,
(c) on and after September 10, 2013 and prior to the earlier to occur of March 15, 2014 and the end of the Revolving Period, $100,000,000
and (d) on and after March 15, 2014 and prior to the end of the Revolving Period, $150,000,000, unless this amount is permanently
reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (c)
after the end of the Revolving Period, the Advances outstanding.”


 






    	 



    	 



    

 


““Revolving
Period” means the period of time starting on the Effective Date and ending on the earliest to occur of (i) May 15,
2016 or, if such date is extended pursuant to Section 2.6, the date mutually agreed upon by the Borrower and the Administrative
Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence
of a Facility Termination Event.”


 


(b)deleting
clause (c) of the definition of “Excess Concentration Amount” and inserting in lieu thereof the following:


 


“(c)the
excess, if any, of the sum of the Principal Balances of all Collateral Obligations in any single Moody’s Industry Classification
over 10% of the Excess Concentration Measure; provided, that (x) the sum of the Principal Balances of all Collateral Obligations
with Obligors in any one Moody’s Industry Classification may be up to 25% of the Excess Concentration Measure and (y) the
sum of the Principal Balances of all Collateral Obligations with Obligors in any one Moody’s Industry Classification other
than the Moody’s Industry Classification specified in clause (x) may be up to 15% of the Excess Concentration Measure;”


 


(c)inserting
the following definition in the appropriate alphabetical order:


 


““Revaluation
Borrowing Base Event” means any time when the Advances outstanding exceed the Borrowing Base solely due to the revaluation
of one or more Collateral Obligations following the occurrence of a Revaluation Event with respect to any such Collateral Obligation
if (a) after giving effect to such revaluation(s), the aggregate principal amount of all Advances outstanding hereunder exceeds
the Borrowing Base by an amount (calculated as a percentage) of less than 10% and (b) no other event occurred on the date of such
revaluation(s) that either decreased the Borrowing Base (other than by operation of Section 8.3) or increased the Advances
outstanding hereunder.”


 


SECTION 2.2.Amendment
to Section 2.5 of the Loan Agreement. Section 2.5 of the Loan Agreement is hereby amended by deleting the phrase “Default
or Event of Default” and inserting “Unmatured Facility Termination Event or Facility Termination Event” in lieu
thereof.


 


SECTION 2.3.Amendment
to Section 8.3(a)(E) of the Loan Agreement. Section 8.3(a)(E) of the Loan Agreement is hereby amended by deleting Section 8.3(a)(E)
in its entirety and inserting the following in lieu thereof:


 


“(E)FIFTH,
to the Agents on behalf of their respective Lenders pro rata in accordance with the outstanding Advances, the amount necessary
to reduce the Advances outstanding to an amount (A) not to exceed the Borrowing Base and (B) such that, after giving effect to
such payment, the Minimum Diversification Condition is satisfied;”


 






    	2



    	 



    

 


SECTION 2.4.Amendment
to Section 8.3(a)(M) of the Loan Agreement. Section 8.3(a)(M) of the Loan Agreement is hereby amended by deleting the phrase
“Default or Event of Default” and inserting “Unmatured Facility Termination Event or Facility Termination Event”
in lieu thereof.


 


SECTION 2.5.Amendments
to Section 13.1 of the Loan Agreement. Section 13.1 of the Loan Agreement is hereby amended by:


 


(a)inserting
the phrase “other than solely as a result of a Revaluation Borrowing Base Event,” at the beginning of clause (e) thereof;


 


(b)deleting
the word “or” at the end of clause (q) thereof;


 


(c)replacing
the “.” at the end of clause (r) thereof with “; or”; and


 


(d)inserting
the following as a new clause (s):


 


“(s)a
Revaluation Borrowing Base Event shall have occurred and continue unremedied for ninety (90) consecutive days.”


 


SECTION 2.6.Amendment
to Section 13.2 of the Loan Agreement. Section 13.2 of the Loan Agreement is hereby amended by inserting the following as a
new clause (c):


 


“(c)Upon the
occurrence of any Revaluation Borrowing Base Event, such event shall be deemed to be continuing until such time as the Advances
outstanding no longer exceed the Borrowing Base (or as otherwise waived by the Administrative Agent in its sole discretion).”


 


SECTION 2.7.Amendment
to Signature Pages to the Loan Agreement. The signature page of Deutsche Bank AG, New York Branch, as Committed Lender, on
and after March 15, 2014 shall be replaced with its signature page hereto.


 


ARTICLE
III


 


Conditions to Effectiveness


 


SECTION 3.1.This
Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions:


 


(a)the
execution and delivery of this Amendment by the Borrower, the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender
and the Administrative Agent;


 


(b)the
Administrative Agent’s receipt of a legal opinion of Sutherland Asbill & Brennan LLP, counsel for the Borrower and the
Investment Manager, in form and substance reasonably satisfactory to the Administrative Agent covering such matters as the Administrative
Agent may reasonably request;


 






    	3



    	 



    

 


(c)the
Administrative Agent’s receipt of a good standing certificate for the Borrower issued by the applicable Office Body of its
jurisdiction of organization and a certified copy of the resolutions of the board of managers (or similar items) of the Borrower
approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary; and


 


(d)the
execution and delivery of Amendment No. 2 to Fee Letter by the Borrower and the Administrative Agent.


 


ARTICLE
IV


 


Miscellaneous


 


SECTION 4.1. Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 4.2. Severability
Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 4.3. Ratification.
Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.


 


SECTION 4.4.
Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together
shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email
transmission shall be effective as delivery of a manually executed counterpart hereof.


 


SECTION 4.5. Headings.
The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 


[Signature pages follow]




    	4



    	 



    

IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first written above.


 





	 	TCPC FUNDING I, LLC, as Borrower
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title







 






    	[Signature Page to Amendment No. 3 to Loan Agreement]



    	 



    

 





	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title








	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 




    	[Signature Page to Amendment No. 3 to Loan Agreement]



    	 



    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Collateral Agent and as Collateral Custodian
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 




    	[Signature Page to Amendment No. 3 to Loan Agreement]



    	 



    

  


	 	SARATOGA
FUNDING Corp., LLC, as Conduit Lender and as Uncommitted Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title





 



    	[Signature Page to Amendment No. 3 to Loan Agreement]



    	 



    




 





	Commitment: Initially, $25,000,000, on and after August 13, 2013 and prior to September 10, 2013, $50,000,000, on and after September 10, 2013 and prior to March 15, 2014, $100,000,000 and on and after March 15, 2014, $150,000,000	 	SARATOGA
FUNDING Corp., LLC, as Conduit Lender and as Uncommitted Lender
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title





	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title





 






    	[Signature Page to Amendment No. 3 to Loan Agreement]