Exhibit 10.9



 







    EXHIBIT 10.9



 




    AMENDMENT

    TO

    CUSTODY AGREEMENT



 



    THIS AMENDMENT (“Amendment”) is made this the
    5th day of February, 2008, and shall modify and amend the
    terms of that certain Custody Agreement (the “Custody
    Agreement”) dated March 8, 2007, between Triangle
    Capital Corporation (“Customer”) and U.S. Bank
    National Association (“Custodian”).



 




    RECITALS:
    



 



    WHEREAS, Custodian presently maintains a custody account
    for certain securities and other investments of Customer,
    including cash, (the “Custody Account”); and



 



    WHEREAS, Customer and Custodian desire to amend the
    existing Custody Agreement.



 



    NOW, THEREFORE, in consideration of the premises and for
    good and valuable consideration, the receipt and sufficiency of
    which are hereby acknowledged, and intending to be legally
    bound, the parties agree as follows, effective as of the date
    hereof:



 




    AMENDMENT:



 



    1. Securities, Cash and Other
    Assets.  The term “Assets,” as
    defined in the Custody Agreement, shall include, without
    limitation, (i) common and preferred stocks, bonds,
    corporate loans, call options, put options, debentures, notes,
    bank certificates of deposit, bankers’ acceptances,
    mortgage-backed securities or other loans, obligations, and any
    certificates, receipts, warrants or other instruments or
    documents representing rights to receive, purchase or subscribe
    for the same, or evidencing or representing any other rights or
    interests therein (collectively, “Securities”),
    (ii) cash, including, without limitation, proceeds from any
    issuance of Customer’s common stock, and all payments of
    income, payments of principal and capital distributions received
    by Customer with respect to the Securities, cash or other Assets
    and (iii) any similar property or assets that Custodian has
    the facilities to clear and to service. The term
    “Securities” shall refer only to original
    documentation, and shall not include photocopies or electronic
    copies of such documentation.



 



    2. Account.  The
    “Account,” as defined in the Custody Agreement, shall
    carry all Assets of Customer delivered (or caused to be
    delivered) by Customer to Custodian at any time during the
    period of this Agreement.



 



    3. Instructions from Customer.



 



    i. Customer shall certify or cause to be certified to
    Custodian in writing the names and specimen signatures of all
    persons authorized to give instructions, notices, or other
    communications on behalf of Customer.



 



    ii. Customer may give instruction, notices or other
    communication called for by this the Custody Agreement or this
    Amendment to Custodian in writing, or by telecopy, telex,
    telegram, electronic mail or other type of electronic
    communication acceptable to Custodian
    (“Instructions”). Unless otherwise expressly provided,
    all Instructions shall continue in full force and effect until
    canceled or superseded. Customer may give and Custodian may
    accept oral instructions on an exception basis; provided,
    however, that Customer shall promptly confirm any oral
    communications in writing or by telecopy or other means
    permitted hereunder. Customer will hold Custodian harmless for
    the failure of Customer to send confirmation in writing, the
    failure of such confirmation to conform to the telephone
    instructions received or Custodian’s failure to produce
    such confirmation at any subsequent time. Custodian may
    electronically record any instruction given by telephone, and
    any other telephone discussions with respect to the Account.




    

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    iii. Custodian may, without liability, rely upon and act in
    accordance with any Instruction that Custodian using ordinary
    care believes in good faith has been given by Customer.



 



    iv. Custodian may at any time request Instructions from
    Customer and may await such Instructions without incurring
    liability. Custodian has no obligation to act in the absence of
    such requested Instructions, but may, however, without liability
    take such action as it deems appropriate to carry out the
    purposes of the Custody Agreement and this Amendment.



 



    4. Manner of Holding
    Securities.  Subject to any Instructions from
    Customer, Custodian shall hold or cause to be held all
    Securities in the name of either (i) Customer, including
    any subsidiaries of Customer, or (ii) Custodian.



 



    5. Actual Collection
    Required.  Custodian shall not be liable for,
    or considered to be the custodian of, any Assets belonging to
    Customer or any money represented by a check, draft or other
    instrument for the payment of money, until Custodian or its
    agents actually receive such Assets. Once Custodian receives any
    Assets of Customer, it is at that point deemed to have custody
    of such Assets for the benefit of Customer.



 



    6. Custodian Not a Fiduciary.  The
    parties intend that Custodian shall not be considered a
    fiduciary of the Account. Accordingly, Custodian shall have no
    power to make decisions regarding any policy, interpretation,
    practice or procedure with respect to the Account, but shall
    perform the ministerial and administrative functions described
    in this Amendment and the Custody Agreement as provided herein
    and therein and within the framework of policies,
    interpretations, rules, practices and procedures made by
    Customer as the same shall be reflected in instructions to
    Custodian from Customer.



 



    7. Reporting.  Section 2.3 of
    the Custody Agreement is hereby replaced in its entirety by the
    following language: “Custodian shall furnish Customer, as
    part of the services for which Custodian charges its basic fee
    hereunder, with periodic Account statements (not less frequently
    than monthly) reflecting all Asset transactions in the account
    during the reporting period and ending Asset holdings.”



 



    8. Custody Agreement Terms.  Except
    as expressly modified by this Amendment, the terms and
    conditions of the Custody Agreement shall remain in full force
    and effect.



 



    9. Counterparts.  This Amendment
    may be executed in one or more counterparts, each of which shall
    be deemed to be an original, but all of which shall constitute
    one and the same Amendment.



 



    (the remainder of this page left intentionally blank)




    

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    (signature page to Amendment to Custody Agreement)



 



    IN WITNESS WHEREOF, the parties have duly executed and
    delivered this Amendment on the date and year first written
    above.



 



    TRIANGLE CAPITAL CORPORATION



 


			
	 	    By: 
	
    /s/  Garland
    S. Tucker, III


    
Name: Garland
    S. Tucker, III

    Its: President and CEO




 



    U.S. BANK NATIONAL ASSOCIATION



 


			
	 	    By: 
	
    /s/  Patricia
    Bonnemere


    
Name: Patricia
    Bonnemere

    Its: Vice President





    

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