Exhibit 4.2



 







    EXHIBIT 4.2



 




    TRIANGLE
    CAPITAL CORPORATION

    DIVIDEND REINVESTMENT PLAN



 



    Triangle Capital Corporation, a Maryland corporation (the
    “Corporation”), hereby adopts the following plan (the
    “Plan”) with respect to dividends and distributions
    declared by its Board of Directors (the “Board of
    Directors”) on shares of its common stock, par value $0.001
    per share (the “Common Stock”):



 



    1. Unless a stockholder specifically elects to receive cash
    as set forth below, all cash dividends and distributions
    hereafter declared by the Board of Directors shall be payable in
    shares of the Common Stock of the Corporation, and no action
    shall be required on such stockholder’s part to receive a
    distribution in stock.



 



    2. Such cash dividends and distributions shall be payable
    on such date or dates as may be fixed from time to time by the
    Board of Directors to stockholders of record at the close of
    business on the record date(s) established by the Board of
    Directors for the dividend
    and/or
    distribution involved.



 



    3. The Corporation intends to use primarily newly-issued
    shares of its Common Stock to implement the Plan, so long as the
    Corporation’s Common Stock is trading at or above net asset
    value. If the Corporation’s Common Stock is trading below
    net asset value, the Corporation will purchase shares in the
    open market to implement the Plan. However, the Corporation
    reserves the right to purchase shares in the open market at any
    time in connection with its obligations under the Plan. If
    dividends and distributions are reinvested in newly-issued
    shares, then the number of shares to be issued to a stockholder
    shall be determined by dividing the total dollar amount of the
    distribution payable to such stockholder by the market price per
    share of the Corporation’s Common Stock at the close of
    regular trading on the NASDAQ Global Market on the valuation
    date fixed by the Board of Directors for such distribution.
    Market price per share on that date shall be the closing price
    for such shares on the NASDAQ Global Market or, if no sale is
    reported for such day, at the average of their reported bid and
    asked prices. If dividends and distributions are reinvested in
    shares purchased on the open market, then the number of shares
    received by a stockholder shall be determined by dividing the
    total dollar amount of the distribution payable to such
    stockholder by the average price per share for all shares
    purchased by the Plan Administrator on the open market in
    connection with such distribution.



 



    4. A stockholder may, however, elect to receive his, her or
    its dividends and distributions in cash. To exercise this
    option, such stockholder shall notify The Bank of New York
    Mellon, the plan administrator (the “Plan
    Administrator”), so that such notice is received by the
    Plan Administrator no later than three (3) days prior to
    the payment date fixed by the Board of Directors for the
    dividend
    and/or
    distribution involved for the payment to be paid in cash. If
    such notice is received by the Plan Administrator less than
    three (3) days prior to the payment date, then that
    dividend will be reinvested pursuant to the terms of the Plan
    and any subsequent dividends will be paid in cash.



 



    5. The Plan Administrator will set up an account for shares
    acquired pursuant to the Plan for each stockholder who has not
    so elected to receive dividends and distributions in cash (each
    a “Participant”). The Plan Administrator may hold each
    Participant’s shares, together with the shares of other
    Participants, in non-certificated form in the Plan
    Administrator’s name or that of its nominee. Upon request
    by a Participant, received no later than three (3) days
    prior to a payment date, the Plan Administrator will promptly
    terminate the Participant’s account and, instead of
    crediting shares to
    and/or
    carrying shares in a Participant’s account, will issue a
    certificate registered in the Participant’s name for the
    number of whole shares registered to the Participant and a check
    for any fractional interest, the value of which will be
    calculated using the market value of the Corporation’s
    shares determined in accordance with Section 3 hereof, less
    any service fees. If a request to terminate a Participant’s
    account is received by the Plan Administrator less than three
    (3) days prior to a payment date, then the shares payable
    to the Participant in connection with that distribution will be
    credited to the Participant’s account and, for subsequent
    distributions, the Participant will receive his, her or its
    dividends and distributions in cash.




    

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    6. Upon request by a Participant, the Plan Administrator
    will, without charge to the Participant, issue a certificate
    registered in the Participant’s name for the number of
    whole shares registered to the Participant without terminating
    the Participant’s account.



 



    7. The Plan Administrator will confirm to each Participant
    each acquisition made pursuant to the Plan as soon as
    practicable after the date of each acquisition. Although each
    Participant may from time to time have an undivided fractional
    interest (computed to three decimal places) in a share of Common
    Stock of the Corporation, no certificates for a fractional share
    will be issued. However, dividends and distributions on
    fractional shares will be credited to each Participant’s
    account. In the event of termination of a Participant’s
    account under the Plan, the Plan Administrator will adjust for
    any such undivided fractional interest in cash at the market
    value of the Corporation’s shares at the time of
    termination.



 



    8. The Plan Administrator will forward to each Participant
    any Corporation-related proxy solicitation materials and each
    Corporation report or other communication to stockholders, and
    will vote any shares held by it under the Plan in accordance
    with the instructions set forth on proxies returned by
    Participants to the Corporation.



 



    9. In the event that the Corporation makes available to its
    stockholders rights to purchase additional shares or other
    securities, the shares held by the Plan Administrator for each
    Participant under the Plan will be added to any other shares
    held by the Participant in certificated form in calculating the
    number of rights to be issued to the Participant.



 



    10. The Plan Administrator’s service fee, if any, for
    purchases made pursuant to the Plan, and expenses for
    administering the Plan will be paid for by the Corporation.



 



    11. Each Participant may terminate his, her or its account
    under the Plan by so notifying the Plan Administrator via the
    Plan Administrator’s website at
    https://www.bnymellon.com/shareowner/isd, by filling out the
    transaction request form located at the bottom of the
    Participant’s Statement and sending it to BNY Mellon
    Shareowner Services, P.O. Box 358035, Pittsburgh,
    Pennsylvania
    15252-8015,
    or by calling the Plan Administrator at
    (866) 228-7201.
    Such termination will be effective immediately. The Plan may be
    terminated by the Corporation upon notice in writing mailed to
    each Participant at least 30 days prior to any record date
    for the payment of any dividend or distribution by the
    Corporation. Upon any termination, the Plan Administrator will
    cause a certificate or certificates to be issued for the full
    shares held for the Participant under the Plan and a cash
    adjustment for any fractional share to be delivered to the
    Participant without charge to the Participant. If a Participant
    elects by his, her or its notice to the Plan Administrator in
    advance of termination to have the Plan Administrator sell part
    or all of his, her or its shares and remit the proceeds to the
    Participant, the Plan Administrator is authorized to deduct a
    fee of $15.00 plus a brokerage commission of $0.10 per share
    from the proceeds. A sale request that is received (i) by
    mail before [12:00 p.m. Eastern Time], or
    (ii) via the internet or by telephone before
    4:00 p.m. Eastern Time, will, subject to market
    conditions and their factors, generally be sold the next
    business day. To submit a sale request via the Internet, a
    Participant must have his, her or its
    10-digit
    account number as provided by the Plan Administrator, and his,
    her or its social security number or federal taxpayer
    identification number, as applicable.



 



    12. Any shares issued in connection with a stock dividend
    or stock split declared by the Corporation will be added to the
    Participant’s account with the Plan Administrator.
    Transaction processing may be curtailed or suspended until the
    completion of such stock split or payment of such stock dividend.



 



    13. These terms and conditions may be amended or
    supplemented by the Corporation at any time but, except when
    necessary or appropriate to comply with applicable law or the
    rules or policies of the Securities and Exchange Commission or
    any other regulatory authority, only by mailing to each
    Participant appropriate written notice at least 30 days
    prior to the effective date thereof. The amendment or supplement
    shall be deemed to be accepted by each Participant unless, prior
    to the effective date thereof, the Plan Administrator receives
    written notice of the termination of his, her or its account
    under the Plan. Any such amendment may include an appointment by
    the Plan Administrator in its place and stead of a successor
    agent under these terms and conditions, with full power and
    authority to perform all




    

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    or any of the acts to be performed by the Plan Administrator
    under these terms and conditions. Upon any such appointment of
    any agent for the purpose of receiving dividends and
    distributions, the Corporation will be authorized to pay to such
    successor agent, for each Participant’s account, all
    dividends and distributions payable on shares of the Corporation
    held in the Participant’s name or under the Plan for
    retention or application by such successor agent as provided in
    these terms and conditions.



 



    14. The Plan Administrator will at all times act in good
    faith for all purchases and sales and will use its commercially
    reasonable best efforts to ensure its full and timely
    performance of all services to be performed by it under this
    Plan and to comply with applicable law, but assumes no
    responsibility and shall not be liable for loss or damage due to
    errors unless such error is caused by the Plan
    Administrator’s gross negligence, bad faith, or willful
    misconduct or that of its employees or agents.



 



    15. A Participant may request to have some or all of the
    Participant’s shares certificated or sold without
    terminating his, her or its account with the Plan Administrator.
    The Plan Administrator does not charge a fee for providing
    certificated shares, but charges a fee of $15.00 plus a
    brokerage commission of $0.10 per share for shares sold by the
    Plan Administrator.



 



    16. A Participant may deposit certificated shares into the
    Participant’s account with the Plan Administrator at any
    time. The Plan Administrator charges a Participant a one-time
    fee of $7.50 for this service. The Participant, and not the
    Corporation, will pay this fee.



 



    17. These terms and conditions shall be governed by the
    laws of the State of New York, including without limitation,
    Section 5-1401
    of the New York General Obligations Law.



 



    Dated January 31, 2007




    

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