Exhibit 10.4


 


Execution
Version


 


AMENDED AND RESTATED

EQUITY PLEDGE AGREEMENT


 


THIS AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”)
dated as of this 20th day of September, 2010, between MAIN STREET
CAPITAL CORPORATION, a Maryland corporation (the “Borrower”), MAIN
STREET EQUITY INTERESTS, INC., a Delaware corporation (“MSEI” and
together with the Borrower, the “Pledgors” and each, a “Pledgor”),
and BRANCH BANKING AND TRUST COMPANY (“BB&T”), acting as agent (in
such capacity, the “Administrative Agent”) for itself and the other
Secured Parties (as defined in the Credit Agreement referred to below).


 


W I T N E S S E T H


 


WHEREAS, the Administrative Agent and the
Lenders (as defined in the Credit Agreement defined below) have agreed to
extend credit to Borrower pursuant to the terms of that certain Amended and
Restated Credit Agreement of even date herewith among the Pledgors, the other
Guarantors, the Administrative Agent, the Lenders signatory thereto, Regions Capital Markets, as Syndication Agent, and BB&T Capital Markets, as Lead Arranger (as amended,
restated, or otherwise modified from time to time (the “Credit Agreement”),
which amends and restates in its entirety that certain Credit Agreement dated
as of October 24, 2008 among the Borrower, the Pledgors, the other
Guarantors, the lenders signatory thereto and BB&T, as a lender and as
administrative agent (as amended or modified prior to the date of the Credit
Agreement, the “Original Credit Agreement”);


 


WHEREAS, the Pledgors may from time to
time enter into or guarantee one or more Hedge Transactions (as defined in the
Credit Agreement) with the Hedge Counterparties (as defined in the Credit
Agreement);


 


WHEREAS, each Pledgor beneficially and
legally owns the limited liability company membership interests,
limited partnership interests, stock and other equity interests in the
Guarantor and/or the other Loan Parties and the Subsidiaries (as each such term
is defined in the Credit Agreement) described on Schedule I attached
hereto (the “Pledged Entities”);


 


WHEREAS, it is a condition of the Lenders’ agreement to
extend credit to Borrower pursuant to the Credit Agreement that the
Administrative Agent, on behalf of the Secured Parties (as defined in the
Credit Agreement), receive a pledge of the Collateral (as defined below)
hereunder by Pledgors’ execution and delivery of this Agreement to secure:  (a) the due and punctual payment by
Borrower of: (i) the principal of and interest on the Notes (including,
without limitation, any and all Revolver Advances), when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and any renewals, modifications or extensions thereof, in whole or in
part; (ii) each payment required to be made by any Pledgor under the
Credit Agreement, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon, and obligations, if any, to
provide cash collateral and any renewals, modifications or extensions thereof,
in whole or in part; and (iii) all 


 

















 


other monetary obligations of any Pledgor to the Secured
Parties under the Credit Agreement and the other Loan Documents to which any
Pledgor is or is to be a party and any renewals, modifications or extensions
thereof, in whole or in part; (b) the due and punctual performance of all
other obligations of any Pledgor under the Credit Agreement and the other Loan
Documents to which such Pledgor is or is to be a party, and any renewals,
modifications or extensions thereof, in whole or in part; (c) the due and
punctual payment (whether at the stated maturity, by acceleration or otherwise)
of all obligations (including any and all Hedging Obligations (as defined in
the Credit Agreement) arising under Hedging Agreements and obligations which,
but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due), indebtedness and liabilities of any Pledgor, now
existing or hereafter incurred under, arising out of or in connection with any
and all Hedging Agreements and any renewals, modifications or extensions
thereof (including, all obligations, if any, of any Pledgor as guarantor under
the Credit Agreement in respect of Hedging Agreements), and the due and
punctual performance and compliance by each Pledgor with all of the terms, conditions
and agreements contained in any Hedging Agreements and any renewals,
modifications or extensions thereof; (d) the due and punctual payment and
performance of all indebtedness, liabilities and obligations of any one or more
of Pledgors and the Guarantors arising out of or relating to any Bank Products;
(e) the due and punctual payment and performance of all indebtedness,
liabilities and obligations of any one or more of Pledgors and the Guarantors
arising out of or relating to any Cash Management Services; and (f) the
due and punctual payment and performance of all obligations of each of the
Guarantors under the Credit Agreement and the other Loan Documents to which
they are or are to be a party and any and all renewals, modifications or
extensions thereof, in whole or in part (all of the foregoing indebtedness,
liabilities and obligations being collectively called the “Obligations”);
and


 


WHEREAS, this Agreement amends and restates in its
entirety that certain Equity Pledge Agreement dated as of October 24, 2008
executed by Pledgors in connection with the Original Credit Agreement.


 


NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:


 


SECTION 1.         Definitions.  Any
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Credit Agreement.


 


SECTION 2.         Pledge; Perfection.


 


(a)           As collateral security for the due and punctual
payment of the Obligations, each Pledgor hereby pledges, hypothecates, delivers
and assigns and grants unto Administrative Agent, as agent for itself and the
Secured Parties, a security interest (which security interest shall constitute
a first priority security interest), in all of Pledgor’s membership interests,
limited partnership interests, common stock and other equity interests in the
Pledged Entities and all securities instruments or other rights convertible
into or exercisable for the foregoing (the “Equity Interests”), together
with all proceeds, profits, interests, capital accounts, accounts, contract
rights, general intangibles, deposits, funds, dividends, distributions, rights
to dividends, rights to distributions, 


 

















 


including
both distributions of money and of property, and other rights, claims and
interests relating to or arising out of Pledgor’s Equity Interests, now owned
or hereafter acquired, in the Pledged Entities, together with any and all
replacements or substitutions for or proceeds of all of the foregoing
(collectively, the “Collateral”); provided  that,
notwithstanding anything herein to the contrary, Collateral shall not include,
and the security interest herein shall not attach to, (i) the Equity
Interests issued by the entities identified as SBIC Entities on Schedule I,
(ii) any outstanding Equity Interests of a Foreign Subsidiary in excess of
65% of the voting power of all classes of Equity Interests of such Foreign
Subsidiary entitled to vote or (iii) any property rights in Equity
Interests (other than Equity Interests issued by any Subsidiary), or any
Operating Documents of any issuer of such Equity Interests to which Pledgor is
a party, or any of its rights or interests thereunder, if the grant of such
security interest shall constitute or result in (A) the abandonment,
invalidation or unenforceability of any right, title or interest of the Pledgor
therein or (B) a breach or termination pursuant to the terms of, or a
default under, any such property rights or Operating Documents (other than to
the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions)
of any relevant jurisdiction or any other Applicable Law (including the
Bankruptcy Code) or principles of equity) (the Equity Interests described in
foregoing clauses (i) through (iii), the “Excluded Equity Interests”);
provided  further  that, (x) immediately upon any
amendment, modification or repeal of the Restrictive Provisions to allow the
pledge of any Excluded Equity Interests of the type described in clause (i),
the Collateral shall include, and the security interest granted hereunder shall
attach to, such Equity Interests that are no longer subject to such Restrictive
Provisions and (y) until such time as attachment occurs with respect to
any Excluded Equity Interest of the type described in clause (i) or (iii),
references in this Agreement to “Pledged Entities” shall be deemed not to
include the issuers of such Excluded Equity Interest.


 


This Agreement is not intended to place
Administrative Agent or any Secured Party in a position of being a member,
shareholder or partner of any Pledged Entity, but is intended to grant
Administrative Agent, on behalf of the Secured Parties, a lien on and security
interest in Pledgor’s Equity Interests in the Pledged Entities including,
without limitation, any and all of the Collateral but specifically excluding
any general partnership interests.


 


(b)           Each
Pledgor hereby delivers to the Administrative Agent (or to the Collateral
Custodian as its agent and bailee), on behalf of the Secured Parties, including
itself, herewith all certificates, instruments and documents, if any,
representing the Equity Interests in the Pledged Entities to be held by the
Administrative Agent as Collateral, together with a transfer power in blank
duly executed by Pledgor.


 


SECTION 3.         Representations and Warranties.  Each
Pledgor hereby represents and warrants, as of the date hereof and each day on
which a Borrowing is made, that:


 


(a)           Pledgor has all requisite
power and authority to enter into this Agreement, to grant a security interest
in the Collateral for the purposes described in Section 2 and to carry out
the transactions contemplated by this Agreement;


 

















 


(b)           No approval of or consent
from any person or entity (other than the acknowledgement and consent of any
Pledged Entity which is a Subsidiary as evidenced by its signature hereto) is
required in connection with the execution and delivery by Pledgor of this
Agreement, the granting and perfection of the security interests in the
Collateral, or the carrying out of the transactions contemplated by this
Agreement (including the exercise by the Administrative Agent of the voting or
other rights provided for in this Agreement or the exercise of remedies in
respect thereof);


 


(c)           Pledgor is the record and
beneficial owner of the Collateral as of the date hereof;


 


(d)           All of the Collateral is
owned by Pledgor free and clear of any pledge, mortgage, hypothecation, lien,
charge, encumbrance or any security interest in such Collateral or the proceeds
thereof, except for the security interest granted to the Administrative Agent
on behalf of the Secured Parties hereunder, and there are no outstanding warrants,
options or other rights to purchase, or shareholder, voting trust or similar
agreements outstanding with respect to, or property that is convertible into,
or that requires the issuance of sale of, any Equity Interests;


 


(e)           The execution, delivery
and performance by Pledgor of this Agreement do not and will not contravene or
constitute a default under or result in any violation of any agreement
(including, without limitation, the operating or partnership agreement of any
Pledged Entity), indenture or other instrument, license, judgment, decree,
order, law, statute, ordinance or other governmental rule or regulation
applicable to Pledgor;


 


(f)            On each Representation
Date (as defined in the Security Agreement), Schedule I hereto (as such
schedule may be amended or supplemented from time to time pursuant to the terms
of this Agreement) sets forth all of the issued and outstanding Equity
Interests held by Pledgor and such Equity Interests constitute the percentage
of issued and outstanding shares of stock, percentage of membership interests
or percentage of partnership interests of the respective Pledged Entities
indicated on Schedule I.


 


(g)           Each Pledged Entity is a
limited liability company, limited partnership or corporation duly formed,
validly existing and in good standing as such under the laws of the
jurisdiction of its organization as set forth on Schedule I hereto, and
the execution and delivery of this Agreement require no action by or in respect
of, or filing with, any governmental body, agency or official (except for the
Uniform Commercial Code filings set forth in paragraph (h) below) and do
not contravene, or constitute a default under, the operating agreement,
partnership agreement, charter or by-laws of any Pledged Entity;


 


(h)           Upon filing of a Uniform
Commercial Code Financing Statement with the U.C.C. records of the Secretary of
State of the state of organization of each Pledgor, this Agreement creates and
grants a valid lien on and perfected security interest in the Collateral and
the proceeds thereof, subject to no prior security interest, lien, charge or
encumbrance, or to any agreement purporting to grant to any third party a
security interest in the property or assets of such Pledgor which would include
the Collateral;


 

















 


(i)            A true, correct and
complete copy of the operating agreement, limited partnership agreement,
charter and by-laws, as the case may be, of each Pledged Entity (together with
all amendments thereto) has been provided to the Administrative Agent;


 


(j)            to the extent that any
limited liability company interests or partnership interests pledged as
Collateral are or represent issuers that have opted to be treated as securities
under the applicable U.C.C., the certificates representing such securities have
been delivered to the Administrative Agent (or to the Collateral Custodian as
its agent and bailee), and no limited liability company interests or
partnership interests pledged as Collateral are dealt in or traded on
securities exchanges or markets; and


 


(k)           None of the Equity
Interests constitutes Margin Stock.


 


SECTION 4.         Voting Rights; Distributions, Etc.


 


(a)           So long as no Event of
Default, as defined in the Credit Agreement, shall have occurred and be
continuing:


 


(i)            Each Pledgor shall be entitled to exercise any
and all voting and/or other consensual rights and powers relating or pertaining
to the Collateral or any part thereof, provided, however, that no vote shall be
cast or right exercised or other action taken which would (x) impair the
Collateral or any portion thereof or the rights and remedies of the
Administrative Agent under the Loan Documents, or (y) have or would
reasonably be expected to have a material adverse effect on the Collateral or
any material part thereof or (z) result in any violation of the provisions
of this Agreement, the Credit Agreement or any other Loan Document,


 


(ii)           except to the extent limited by this Agreement,
the Credit Agreement or any other Loan Document, each Pledgor shall be entitled
to receive and retain any and all cash dividends or cash distributions payable
on the Collateral, but any and all equity interests and/or liquidating
dividends, distributions in property, returns of capital, or other
distributions made on or in respect of the Collateral, whether resulting from a
subdivision, combination, or reclassification of the outstanding ownership
units or other interests of the Pledged Entities or received in exchange for
the Collateral or any part thereof or as a result of any merger, consolidation,
acquisition, or other exchange of assets to which any Pledged Entity may be a
party or otherwise, and any and all cash and other property received in
redemption of or in exchange for any Collateral (either upon call for
redemption or otherwise), shall be and become part of the Collateral pledged
hereunder and, if received by Pledgor, shall forthwith be delivered to
Administrative Agent (accompanied by proper instruments of assignment and/or
powers of attorneys executed by Pledgor) to be held subject to the terms of
this Agreement;


 

















 


(b)           Upon the occurrence and
during the continuance of an Event of Default, all rights of each Pledgor to
exercise the voting and/or other consensual rights and powers that  Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof
and/or to receive the payments that Pledgor is authorized to receive and retain
pursuant to Section 4(a)(ii) hereof shall cease, and all such rights
shall thereupon become vested in Administrative Agent for the benefit of the
Secured Parties, who shall have the sole and exclusive right and authority to
exercise such voting and/or other consensual rights and powers and/or to
receive and retain such payments; provided, that nothing herein shall
obligate Administrative Agent to exercise such voting and/or other consensual
rights, all such action in such regard being solely in Administrative Agent’s
or Secured Parties’ discretion.  Any and
all money and other property paid over to or received by Administrative Agent
pursuant to the provisions of this paragraph (b) shall be retained by
Administrative Agent as additional Collateral hereunder and be applied in
accordance with the provisions hereof.


 


SECTION 5.         Covenants.  Each
Pledgor hereby covenants that until such time as the Obligations shall have
been indefeasibly paid in full:


 


(a)           Pledgor will not, without
the prior written consent of the Administrative Agent, sell, convey, assign, or
otherwise dispose of, or grant any option with respect to, all or any part of
the Collateral or any interest therein, except that Pledgor shall be permitted
to receive and dispose of distributions to the extent permitted by Section 4
(a)(ii) above; nor will Pledgor create, incur or permit to exist any
pledge, mortgage, lien, charge, encumbrance or security interest whatsoever
with respect to all or any part of the Collateral or the proceeds thereof,
other than that created hereby; nor will Pledgor amend or terminate, or waive
any default under or breach of the terms of the operating agreement, limited
partnership agreement or charter of any Pledged Entity or consent to or permit
any amendment, termination or waiver thereof, except as not otherwise
prohibited under the Loan Documents and to the extent such action does not and
would not reasonably be likely to have a material adverse effect with respect
to the Pledged Entity or the Collateral; nor will Pledgor enter into any
contractual obligations that restrict or inhibit, or which would reasonably be
expected to restrict or inhibit, the Administrative Agent’s rights or ability
to vote or sell or otherwise dispose of the Collateral or any part thereof
after an Event of Default; nor will Pledgor consent to or permit the issuance
of any additional Equity Interests in any Pledged Entity (unless pledged to
Administrative Agent hereunder), or any securities or instruments exercisable
or exchangeable for Equity Interests in any Pledged Entity or otherwise
representing any right to acquire any Equity Interest in any Pledged Entity or
any general partnership interests in any Pledged Entity that is a limited partnership.


 


(b)           Pledgor will not permit
any Pledged Entity to change its entity form or, except as permitted under the
Credit Agreement, merge into or consolidate into any other entity and will give
to Administrative Agent not less than 20 days’ prior written notice of (i) any
change in the name of any Pledgor or the name of any Pledged Entity or (ii) any
change in the location of the principal place of business (or, in the case of
an individual Pledgor, the principal residence) of Pledgor or any Pledged Entity;
provided that Pledgor shall not permit any change described in the
preceding clauses (i) and (ii) unless Pledgor 


 

















 


shall have taken all actions necessary or
reasonably requested by the Administrative Agent to maintain the continuance,
validity, perfection and the same or better priority of the Administrative
Agent in the Collateral.


 


(c)           Pledgor will, at Pledgor’s
own expense, defend Administrative Agent’s and Secured Parties’ right, title,
special property and security interest in and to the Collateral and any
distributions with respect thereto against the claims of any Person (other than
the holders of Permitted Encumbrances).


 


(d)           Pledgor will comply with
all its obligations under any limited liability company or partnership
agreement relating to the Equity Interests and will preserve and protect the
Collateral.


 


(e)           Pledgor will promptly pay
and discharge before the same become delinquent, all taxes, assessments and
governmental charges or levies imposed on Pledgor or the Collateral, except for
taxes timely disputed in good faith, for which adequate reserves have been
made.


 


(f)            The Secured Parties shall
have the right, upon request on the terms set forth in Section 5.02 of the
Credit Agreement, to review, examine and audit the books and records of any
Pledged Entity and of Pledgor with regard to the Collateral and any
distributions with respect thereto.


 


(g)           Pledgor
consents to the transfer pursuant to the collateral assignment, pledge or grant
of security interest in any limited liability company or partnership interest
pledged as Collateral to the Administrative Agent or its nominee and, following
the occurrence and during the continuance of an Event of Default, consents to
the transfer of any such interests to and the admission of the Administrative
Agent or its nominee as a member in any limited liability company or partner in
any partnership, as the case may be, with all the rights and powers related
thereto.


 


(h)           In the
event that Pledgor acquires rights in any Equity Interests after the date of
this Agreement, Pledgor shall deliver to the Administrative Agent, on or before
the Reporting Date (as defined in the Security Agreement) immediately following
the end of the Fiscal Quarter during which it acquires any such rights, a
completed Pledge Supplement, substantially in the form of Exhibit A
attached hereto, reflecting such new Equity Interests and all other Equity
Interests.  Notwithstanding the foregoing
it is understood and agreed that the security interest of the Administrative
Agent shall attach to all such newly acquired Equity Interests immediately upon
Pledgor’s acquisition of rights therein and shall not be affected by the
failure of Pledgor to deliver such supplement.


 


SECTION 6.         Remedies upon Default.  Upon
the occurrence and during the continuance of an Event of Default,
Administrative Agent may, in addition to the exercise by Administrative Agent
of its rights and remedies under any other Section of this Agreement or
under the Credit Agreement or any other agreement relating to the Obligations
or otherwise available to it at law or in equity:


 

















 


(a)           declare the principal of
and all accrued interest on and any other amounts owing with respect to the
Obligations immediately due and payable, without demand, protest, notice of
default, notice of acceleration or of intention to accelerate or other notices
of any kind, and


 


(b)           exercise all the rights
and remedies of a secured party under the Uniform Commercial Code in effect in
the State of North Carolina at that time and sell (in compliance with
applicable laws, including securities laws) the Collateral, or any part
thereof, at public or private sale, at any broker’s board, upon any securities
exchange, or elsewhere, for cash, upon credit, or for future delivery, as
Administrative Agent may deem appropriate in the circumstances and commercially
reasonable.  Administrative Agent shall
have the right to impose limitations and restrictions on the sale of the
Collateral as Administrative Agent may deem to be necessary or appropriate to
comply with any law, rule, or regulation (Federal, state, or local) having
applicability to the sale, including, but without limitation, restrictions on
the number and qualifications of the offerees and requirements for any
necessary governmental approvals, and Administrative Agent shall be authorized
at any such sale (if it deems it necessary or advisable to do so) to restrict
the prospective offerees or purchasers to Persons who will represent and agree
that they are purchasing securities included in the Collateral for their own
account and not with a view to the distribution or sale thereof in violation of
applicable securities laws and Pledgor hereby waives, to the maximum extent
permitted by law, any claim arising because the price at which the Collateral
may have been sold at such private sale was less than the price that might have
been obtained at public sale, even if Administrative Agent accepts the first
offer received and does not offer such Collateral to more than one offeree.  Upon consummation of any such sale,
Administrative Agent shall have the right to assign, transfer, and deliver to
the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights
of redemption, stay, and/or appraisal that Pledgor now has or may at any time
in the future have under any rule of law or statute now existing or
hereafter enacted.  To the extent that
notice of sale shall be required to be given by law, Administrative Agent shall
give Pledgor at least ten (10) days’ prior written notice of its intention
to make any such public or private sale. 
Such notice shall state the time and place fixed for sale, and the
Collateral, or portion thereof, to be offered for sale.  Any such sale shall be held at such time or
times within ordinary business hours and at such place or places as
Administrative Agent may fix in the notice of such sale.  At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as Administrative Agent may determine, and Administrative Agent may
itself bid (which bid may be in whole or in part in the form of cancellation of
the Obligations) for and purchase the whole or any part of the Collateral.  Administrative Agent shall not be obligated
to make any sale of the Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of the Collateral may have been
given.  Administrative Agent may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.  In
case sale of all or any part of the Collateral is made to any Person other than
the Administrative Agent or any Lender on 


 

















 


credit or for future delivery, the Collateral so
sold may be retained by Administrative Agent until the sale price is paid by
the purchaser or purchasers thereof. 
Administrative Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so
sold and, in case of any such failure, such Collateral may be sold again upon
like notice.  Pledgor hereby agrees that
any sale or disposition of the Collateral conducted in conformity with
reasonable commercial practices of banks, insurance companies or other
financial institutions in the city and state where Administrative Agent is
located in disposing of property similar to the Collateral shall be deemed to
be commercially reasonable.


 


(c)           Pledgor recognizes that
the Administrative Agent and Secured Parties may be unable to effect a public
sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, and applicable state
securities laws but may be compelled to resort to one or more private sales to
a restricted group of purchasers who will be obligated to agree, among other
things, to acquire all or a part of the Collateral for their own account, for
investment, and not with a view to the distribution or resale thereof.  Pledgor acknowledges and agrees that any
private sale so made may be at prices and on other terms less favorable to the
seller than if such Collateral were sold at public sale and that the
Administrative Agent has no obligation to delay the sale of such Collateral for
the period of time necessary to permit the registration of such Collateral for
public sale under any securities laws. 
Pledgor agrees that a private sale or sales made under the foregoing
circumstances shall not be deemed to have not been made in a commercially
reasonable manner solely as a result of being a private sale.  If any consent, approval, or authorization of
any federal, state, municipal, or other governmental department, agency, or
authority should be necessary to effectuate any sale or other disposition of
the Collateral, or any partial sale or other disposition of the Collateral,
Pledgor will execute all applications and other instruments as may be required
in connection with securing any such consent, approval, or authorization and
will otherwise use its best efforts to secure the same.  In addition, if the Collateral is disposed of
pursuant to Rule 144, Pledgor agrees to complete and execute a Form 144,
or comparable successor form, at the Administrative Agent’s request; and
Pledgor agrees to provide any material adverse information in regard to the
current and prospective operations of each Pledged Entity of which Pledgor has
knowledge and which has not been publicly disclosed, and Pledgor hereby
acknowledge that Pledgor’s failure to provide such information may result in
criminal and/or civil liability.


 


SECTION 7.         Application of Proceeds of Sale.  The
proceeds of sale of the Collateral sold pursuant to Section 6 hereof shall
be applied by Administrative Agent as set forth in Section 6.04 of the
Credit Agreement.


 


SECTION 8.         Administrative Agent Appointed Attorney-in-Fact.  Each
Pledgor hereby appoints Administrative Agent as Pledgor’s attorney-in-fact,
effective during the continuance of an Event of Default, with full power of
substitution, for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument that Administrative Agent
may deem necessary or advisable to accomplish the purposes hereof, which
appointment is coupled with an interest and is irrevocable.  Without limiting the generality of the
foregoing, after the occurrence and during the continuance of an Event of
Default,


 
















 


Administrative Agent shall
have the right and power to receive, endorse, and collect all checks and other
orders for the payment of money made payable to any Pledgor representing any
dividend or other distribution payable or distributable in respect of the
Collateral or any part thereof, and to give full discharge for same.


 


SECTION 9.         Responsibility.  Notwithstanding the provisions of Section 4(b) hereof,
Administrative Agent shall have no duty to exercise any voting and/or other
consensual rights and powers becoming vested in Administrative Agent with
respect to the Collateral or any part thereof, to exercise any right to redeem,
convert, or exchange any securities included in the Collateral, to enforce or
see to the payment of any dividend or any other distribution payable or
distributable on or with respect to the Collateral or any part thereof, or
otherwise to preserve any rights in respect of the Collateral against any third
parties.


 


SECTION 10.       No
Waiver; Cumulative Remedies.  No
failure on the part of Administrative Agent to exercise, and no delay in
exercising, any right, power, or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy by Administrative Agent preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  All remedies of Administrative Agent
hereunder are cumulative and are not exclusive of any other remedies available
to Administrative Agent at law or in equity.


 


SECTION 11.       Termination.  This Agreement shall terminate upon the
complete performance of each Loan Party’s obligations under each Loan Document
and the final and indefeasible payment in full of the Obligations.  Upon termination of this Agreement,
Administrative Agent shall reassign and redeliver (or cause to be reassigned or
redelivered) to Pledgor such Collateral (if any) as shall not have been sold or
otherwise applied by Administrative Agent pursuant to the terms hereof and as
shall still be held by it hereunder together with appropriate instruments of
assignment and release.


 


SECTION 12.       Notices.  Any notice or communication required or
permitted hereunder shall be given in the manner prescribed in the Credit
Agreement to such Person at its address set forth in the Credit Agreement or on
Schedule I to this Agreement.


 


SECTION 13.       Further
Assurances.  Each Pledgor agrees to
do such further acts and things, and to execute and deliver such agreements and
instruments, as Administrative Agent may at any time reasonably request in
connection with the administration or enforcement of this Agreement or related
to the Collateral or any part thereof or in order better to assure and confirm
unto Administrative Agent and the Secured Parties their rights, powers and
remedies hereunder.  Each Pledgor hereby
authorizes Administrative Agent to file one or more Uniform Commercial Code
financing or continuation statements, or amendments thereto, relative to all or
any part of the Collateral. Each Pledgor will execute and deliver to the
Administrative Agent (or to the Collateral Custodian as its agent and bailee)
all assignments, endorsements, powers, hypothecations, and other documents
required at any time and from time to time by the Administrative Agent with
respect to the Collateral in order to effect the purposes of this
Agreement.  If any Pledgor shall become
entitled to receive or shall receive with respect to the Collateral any:  (i) certificate (including, but without
limitation, any certificate representing a dividend or a distribution in
connection with any increase or reduction of capital, reclassification, 


 

















 


merger, consolidation, sale of
assets, combination of shares, stock split, spin-off or split-off); (ii) option,
warrant or right, whether as an addition to, in substitution of, in exchange
for the Collateral, or otherwise; (iii) dividends or distributions payable
in property, including, without limitation, securities issued by any person
other than the issuer of the Collateral; or (iv) dividends or
distributions on dissolution, or in partial or total liquidation, or from
capital, capital surplus, or paid-in surplus, then, Pledgor shall accept any
such instruments or distributions as the Administrative Agent’s agent, shall
receive them in trust for the Administrative Agent, and shall deliver them
forthwith to the Administrative Agent (or to the Collateral Custodian as its
agent and bailee) in the exact form received with, as applicable, Pledgor’s
endorsement when necessary or appropriate undated stock or bond powers duly executed
in blank, to be held by the Administrative Agent (or to the Collateral
Custodian as its agent and bailee), subject to the terms hereof, as further
collateral security for the Obligations.


 


SECTION 14.       Binding
Agreement.  This Agreement and the
terms, covenants, and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and their respective heirs, executors,
administrators, successors and assigns.


 


SECTION 15.       Modification.  Neither this Agreement nor any provisions
hereof may be amended, modified, waived, discharged, or terminated, nor may any
of the Collateral be released or the pledge or the security interest created
hereby extended, except by an instrument in writing signed by the parties
hereto.


 


SECTION 16.       Severability.  In case any lien, security interest, or other
right of Administrative Agent hereunder shall be held to be invalid, illegal,
or unenforceable, such invalidity, illegality, and/or unenforceability shall
not affect any other lien, security interest, or other right of Administrative
Agent hereunder.


 


SECTION 17.       Governing
Law.  This Agreement (including
matters of construction, validity, and performance) , the rights, remedies, and
obligations of the parties with respect to the Collateral to the extent not
provided for herein, and all matters concerning the validity, perfection, and
the effect of non-perfection of the pledge contemplated hereby, shall be
governed by and construed in accordance with the laws of the State of North
Carolina or other mandatory applicable laws. 
Notwithstanding anything herein, EACH PLEDGOR AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA  AND THE UNITED STATES DISTRICT COURTS SITTING
THEREIN IN ANY ACTION TAKEN BY ADMINISTRATIVE AGENT RELATING TO THIS AGREEMENT
OR ANY PROVISIONS, RIGHTS OR REMEDIES HEREOF. 
EACH PLEDGOR FURTHER AGREES THAT ANY ACTION TAKEN BY PLEDGOR RELATING TO
THIS AGREEMENT OR ANY PROVISIONS, RIGHTS OR REMEDIES HEREOF SHALL BE TAKEN IN
SAID COURTS AND SHALL NOT BE TAKEN IN ANY OTHER JURISDICTION.  PLEDGOR RECOGNIZES THAT THIS COVENANT IS AN
ESSENTIAL PROVISION OF THIS AGREEMENT, THE ABSENCE OF WHICH WOULD MATERIALLY
ALTER THE CONSIDERATION GIVEN BY ADMINISTRATIVE AGENT AND SECURED PARTIES TO
PLEDGOR.


 


SECTION 18.       Duties
of Administrative Agent.  The
Administrative Agent has been appointed by the Secured Parties pursuant to the
Credit Agreement.  Its duties to the
Secured 


 

















 


Parties, powers to act on
behalf of the Secured Parties, and immunity are set forth solely therein, and
shall not be altered by this Security Agreement.  Any amounts realized by the Administrative
Agent hereunder shall be allocated pursuant to Section 6.04 of the Credit
Agreement.


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Equity Pledge Agreement to be duly executed and delivered
as of the date first above written.


 


 


	
   

  	
  MAIN STREET CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd A. Reppert

  
	
   

  	
  Name:

  	
  Todd A. Reppert

  
	
   

  	
  Title:

  	
  President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  BRANCH BANKING AND TRUST COMPANY,

  
	
   

  	
  as Administrative Agent for itself and the other
  Secured Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Drabik

  
	
   

  	
  Name:

  	
  Gregory Drabik

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 

















 


	
   

  	
  MAIN STREET EQUITY
  INTERESTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rodger Stout

  
	
   

  	
   

  	
  Rodger Stout

  
	
   

  	
   

  	
  Vice President, Treasurer, and Assistant Secretary