Exhibit 10.2


 


Execution Version


 


AMENDED AND RESTATED

GENERAL SECURITY AGREEMENT


 


THIS AMENDED AND RESTATED GENERAL SECURITY AGREEMENT,
dated as of the 20th day of September, 2010 (the “Agreement”), is
made among MAIN STREET CAPITAL CORPORATION, a Maryland corporation (the “Borrower”),
MAIN STREET CAPITAL PARTNERS, LLC, a Delaware limited liability company, and
MAIN STREET EQUITY INTERESTS, INC., a Delaware corporation (collectively, the “Guarantor-Grantors”, and
the Borrower and the Guarantor-Grantors being collectively called the “Grantors”),
and BRANCH BANKING AND TRUST COMPANY (“BB&T”), acting as agent (in
such capacity, the “Administrative Agent”) for itself and for the other
Secured Parties as defined herein.


 


W  I
T  N  E  S  S  E  T  H :


 


RECITALS:


 


WHEREAS, the Administrative Agent and the Lenders (as defined in
the Credit Agreement defined below) have agreed to extend credit to the
Borrower pursuant to the terms of that certain Amended and Restated Credit
Agreement of even date herewith among the Borrower, the Guarantor-Grantors,
BB&T, as a Lender and as 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
Guarantor-Grantors, 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 Borrower 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 of the Guarantors (as defined in the
Credit Agreement) has agreed to guarantee, among other things, all the
obligations of the Borrower under the Credit Agreement and the other Loan
Documents (as defined in the Credit Agreement);


 


WHEREAS, the obligations of the Administrative Agent and
the Lenders to extend credit under the Credit Agreement and the other Loan
Documents are conditioned upon, among other things, the execution and delivery
by the Grantors of a security agreement in the form hereof to secure (a) the
due and punctual payment by the 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 the
Borrower 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 the Borrower to the Secured Parties under the Credit
Agreement and the other Loan Documents to which the Borrower 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 the
Borrower under the Credit Agreement and the other Loan Documents to which the
Borrower 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 the Borrower, 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 the Borrower as guarantor under the Credit Agreement in respect of
Hedging Agreements), and the due and punctual performance and compliance by the
Borrower with all of the terms, conditions and agreements contained in any
Hedging Agreement 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 the Borrower and 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 the Borrower and 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 the foregoing
indebtedness, liabilities and obligations being collectively called the “Obligations”);
and


 


WHEREAS, this Agreement amends and restates in its
entirety that certain General Security Agreement dated as of October 24, 2008
executed by Borrower and Guarantor-Grantors in connection with the Original
Credit Agreement.


 


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Grantors and the Administrative Agent, the parties
agree as follows:


 


1.             Definitions.  As herein used, the following terms shall
have the following meanings:


 


(a)           “Account Debtor” means any Person who is or may become obligated
to a Grantor under, with respect to or on account of an Account or any
Supporting Obligation related thereto.


 


(b)           “Account” means any and all accounts (as that term is defined in
the U.C.C.) of any Grantor and includes, without limitation, all obligations of
every kind at any time owing to any Grantor, all contract rights, health care
insurance receivables and any and all rights of any Grantor to payment for
goods sold or leased or for services rendered whether due or to 


 


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become due, whether or not earned by performance and
whether now existing or arising in the future, including, without limitation,
Accounts from Affiliates of the Grantors.


 


(c)           “Accounts Receivable Collateral” shall mean all obligations of
every kind at any time owing to Borrower or any Guarantor howsoever evidenced
or incurred, whether or not earned by performance, including, without
limitation, all accounts, instruments, notes, drafts, acceptances, leases, open
accounts, contract rights, chattel paper (whether tangible or electronic) and
general intangibles, all returned or repossessed goods and all books, records,
computer tapes, programs and ledger books arising therefrom or relating
thereto, whether now owned or hereafter acquired or arising and all proceeds of
the foregoing.


 


(d)           “Chattel Paper” means any and all chattel paper (as that term is
defined in the U.C.C.), whether tangible or electronic, of any Grantor.


 


(e)           “Collateral” means (i) all Accounts, General Intangibles,
Documents, Chattel Paper and Instruments now existing or hereafter arising of
each Grantor; (ii) all guarantees of each Grantor’s existing and future
Accounts, General Intangibles, Chattel Paper and Instruments and all other
security held by any Grantor for the payment and satisfaction thereof; (iii)
all Inventory now owned or hereafter acquired by any Grantor; (iv) all
Equipment now owned or hereafter acquired of each Grantor; (v) all Intercompany
Claims now existing or hereafter arising; (vi) any and all now owned or
hereafter acquired or arising Deposit Accounts, Investment Related Property,
Letter of Credit Rights, Goods (as that term is defined in the U.C.C.),
Commercial Tort Claims and Supporting Obligations; (vii) all books and records
of the Grantors (including, without limitation, computer records, tapes, discs
and programs and all other media, written, electric, magnetic or otherwise,
containing such records) which relate to any Grantor’s Inventory, Equipment,
Accounts, Deposit Accounts, Investment Related Property, Letter of Credit
Rights, Goods, Supporting Obligations, General Intangibles, Chattel Paper and
Instruments or guarantees thereof; (viii) all insurance on all of the foregoing
and the proceeds of that insurance; and (ix) all cash and noncash proceeds and
products of all of the foregoing and the proceeds and products of other
proceeds and products.


 


(f)            “Collateral Locations” shall have the meaning assigned in Section
6 hereof.


 


(g)           “Commercial Tort Claims” shall mean all commercial tort claims as
defined in the U.C.C., including, without limitation, all commercial tort
claims listed on Schedule III (as such schedule may be amended or
supplemented from time to time).


 


(h)           “Commodities Accounts” (i) shall mean all commodity accounts
as defined in Article 9 of the U.C.C. and (ii) shall include, without
limitation, all of the accounts listed on Schedule II under the heading “Commodities
Accounts” (as such schedule may be amended or supplemented from time to time).


 


(i)            “Credit Documents” means the Credit Agreement, the Notes, the
Collateral Documents and all other Loan Documents.


 


(j)            “Deposit Account” means all deposit accounts (as that term is
defined in the U.C.C.) of any Grantor, including without limitation, (i) any
and all moneys, sums and 


 


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amounts now or hereafter on deposit with any Secured
Party or otherwise to the credit of or belonging to any Grantor and (ii) all of
the accounts listed on Schedule II under the heading “Deposit Accounts” (as
such schedule may be amended or supplemented from time to time).


 


(k)           “Documents” means any and all documents (as that term is defined
in the U.C.C.) of any Grantor.


 


(l)            “Equipment” means any and all equipment (as that term is defined
in the U.C.C.) of any Grantor and shall include, without limitation, all equipment,
machinery, appliances, tools, motor vehicles, furniture, furnishings, floor
samples, office equipment and supplies, and tangible personal property, whether
or not the same are or may become fixtures, used or bought for use primarily in
the business of any Grantor or leased by any Grantor  to or from others, of every nature, presently
existing or hereafter acquired or created, wherever located, additions,
accessories and improvements thereto and substitutions therefor and all parts
which may be attached to or which are necessary for the operation and use of
such personal property or fixtures, whether or not the same shall be deemed to
be affixed to real property, all manufacturer’s warranties therefor, all parts
and tools therefor, and all rights under or arising out of present or future
contracts relating to the foregoing.  All
equipment is and shall remain personal property irrespective of its use or
manner of attachment to real property.


 


(m)          “Excluded Capital Securities” means, collectively, (A) any
outstanding Capital Securities issued by any of the SBIC Entities (as defined
in the Credit Agreement) and (B) any outstanding Capital Securities of a
Foreign Subsidiary in excess of 65% of the voting power of all classes of
Capital Securities of such Foreign Subsidiary entitled to vote.


 


(n)           “Executive Office” shall have the meaning assigned to it in
Section 6(d).


 


(o)           “General Intangibles” means all general intangibles (as that term
is defined in the U.C.C.) of any Grantor (including, without limitation, all
payment intangibles (as that term is defined in the U.C.C.) and software,
company records (paper and electronic), correspondence, credit files, records
and other documents, computer programs, computer software, computer tapes and
cards and other paper and documents in the possession or control of any Grantor
or in the possession or control of any affiliate or computer service bureau,
and all contract rights (including, without limitation, rights under any
Hedging Transaction), claims, choses in action, bank balances, judgments,
rights as lessee under any and all leases of personal property, rights and/or
claims to tax refunds and other claims and rights to monies or property,
warranties, patents, patent applications, trademarks, trade names, trade secrets,
formulas, licensing agreements, royalty payments, copyrights, service names,
customer lists, service marks, logos, goodwill, intellectual property and
deposit accounts, and all other general intangibles of every kind, type or
description).


 


(p)           “Instruments” means all instruments (as that term is defined in
the U.C.C.) of any Grantor, including without limitation, checks, notes,
certificated certificates of deposit, investment securities, negotiable
instruments and writings evidencing a right to the payment of money of a type
transferred in the ordinary course of business by delivery with any necessary
instrument or assignment.


 


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(q)           “Intercompany Claims” shall mean any and all rights of any Grantor
in respect of loans, advances or other claims owed to such Grantor by the
Borrower, Guarantors or any Subsidiary of Borrower or any Guarantor.


 


(r)            “Inventory” means any and all inventory (as that term is defined
in the U.C.C.) of any Grantor and shall include, without limitation, tangible
personal property held for sale or lease or to be furnished under contracts of
service, tangible personal property which any such Grantor has so leased or
furnished, and raw materials, work in process and materials used, produced or
consumed in such Grantor’s business, and shall include tangible personal
property returned to any such Grantor by a purchaser or lessor thereof
following the sale or lease thereof by any such Grantor.


 


(s)           “Inventory Collateral” shall mean all inventory of the Borrower
and Guarantors, or in which the Borrower or Guarantors have rights, whether now
owned or hereafter acquired, wherever located, including, without limitation,
all goods of the Borrower and Guarantors held for sale or lease or furnished or
to be furnished under contracts of service, all goods held for display or
demonstration, goods on lease or consignment, returned and repossessed goods,
all raw materials, work-in-process, finished goods and supplies used or
consumed in the business of Borrower or any Guarantor, together with all
documents, documents of title, dock warrants, dock receipts, warehouse
receipts, bills of lading or orders for the delivery of all, or any portion, of
the foregoing.


 


(t)            “Investment Accounts” shall mean the Securities Accounts,
Commodities Accounts and Deposit Accounts.


 


(u)           “Investment Related Property” means (i) any and all
investment property (as that term is defined in the U.C.C.) of any Grantor,
including without limitation, any and all securities, whether certificated or
uncertificated, Security Entitlements, Securities Accounts, Commodity Contracts
and Commodity Accounts and (ii) all of the following (regardless of
whether classified as investment property under the U.C.C.):  all (w) Pledged Equity Interests,
(x) Pledged Debt, (y) the Investment Accounts and
(z) Certificates of Deposit.


 


(v)           “Letter of Credit Rights” means any and all letter of credit
rights (as that term is defined in the U.C.C.).


 


(w)          “Obligations” has the meaning set forth in the Recitals.


 


(x)            “Permitted Liens” shall have the meaning given such term in
Section 6(b) hereof.


 


(y)           “Person” means an individual, a corporation, a limited liability
company, a government or governmental subdivision or agency or instrumentality,
a business trust, an estate, a trust, a partnership, a cooperative, an
association, two or more Persons having a joint or common interest or any other
legal or commercial entity.


 


(z)            “Pledged Debt” shall mean all indebtedness for borrowed money owed
to a Grantor, whether or not evidenced by any instrument or promissory note,
including, without limitation, all indebtedness described on Schedule II
under the heading “Pledged Debt” (as such 


 


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schedule may be amended or supplemented from time to
time), all monetary obligations owing to any Grantor from any other Grantor
(including Intercompany Claims), the instruments evidencing any of the
foregoing, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of the foregoing.


 


(aa)         “Pledged Equity Interests” shall mean all shares of and interests
in Capital Securities owned by a Grantor, including, without limitation, all
shares of and interests in Capital Securities described on Schedule II
under the heading “Pledged Equity Interests” (as such schedule may be amended
or supplemented from time to time), and the certificates, if any, representing
such shares and any interest of such Grantor in the entries on the books of the
issuer of such shares or interests or on the books of any securities
intermediary pertaining to such shares or interests, and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares or
interests and any other warrant, right or option to acquire any of the foregoing,
but excluding the Excluded Equity Interests (as defined in the Pledge
Agreement).


 


(bb)         “Proceeds” means any and all proceeds (as that term is defined in
the U.C.C.), including without limitation, whatever is received when Collateral
is sold, exchanged, collected or otherwise disposed of.


 


(cc)         “Representation Date” means each of (i) the Closing Date and (ii)
each Reporting Date.  As used in this
definition, “Reporting Date” shall mean the date of delivery of any amendment
or supplement to the Schedules hereto in accordance with the terms of this
Agreement, which delivery shall occur not less frequently than each Fiscal
Quarter and shall occur promptly following the end of each Fiscal Quarter, and
in any event within 40 days following the end of each Fiscal Quarter and 75
days following the end of each Fiscal Year.


 


(dd)         “Secured Parties” shall have the meaning set forth in the Credit
Agreement.


 


(ee)         “Securities Accounts” shall mean all securities accounts as
defined in Article 8 of the U.C.C. and (ii) shall include, without
limitation, all of the accounts listed on Schedule II under the heading “Securities
Accounts” (as such schedule may be amended or supplemented from time to time).


 


(ff)           “Supporting Obligations” means any and all supporting obligations
(as that term is defined in the U.C.C.).


 


(gg)         “U.C.C.” means the Uniform Commercial Code as in effect in the
State of North Carolina or, when the context relates to perfection or priority
of a security interest, the Uniform Commercial Code as in effect from time to
time in any other applicable jurisdiction.


 


Terms used herein and not otherwise defined herein shall
have the meanings set forth in the Credit Agreement or, if not defined therein,
the U.C.C.  The rules of interpretation
specified in Section 9.16 of the Credit Agreement shall be applicable to this
Agreement and the 


 


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provisions of Section 1.04 of the Credit Agreement shall
apply to this Agreement as if such provisions were specifically set forth herein
mutatis  mutandis.


 


2.             Security Interest.  In consideration of and in order to secure
the fulfillment, satisfaction, payment and performance of all of the
Obligations, each Grantor hereby assigns, pledges, hypothecates and sets over
to the Administrative Agent, its successors and its assigns, for the benefit of
the Secured Parties, and grants to the Administrative Agent, its successors and
its assigns, for the benefit of the Secured Parties, a security interest in all
of the Collateral.  Notwithstanding
anything herein to the contrary, Collateral shall not include, and the security
interest herein shall not attach to, (y) the Excluded Capital Securities; provided
that, immediately upon  any
amendment, modification or repeal of the Restrictive Provisions to allow the
pledge of the Excluded Capital Securities, the Collateral shall include, and
the security interest granted hereunder shall attach to, such Capital
Securities or (z) any property rights in Capital Securities (other than Capital
Securities issued by any Subsidiary), or any Operating Documents of any issuer
of such Capital Securities to which a Grantor is a party, or any of its rights
or interests thereunder, if the grant of such security interest shall
constitute or result in (i) the abandonment, invalidation or unenforceability
of any right, title or interest of the Grantor therein or (ii) in 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 principals of equity).


 


3.             Care of Collateral. The Grantors have the
risk of loss of the Collateral.  The
Administrative Agent shall have no duty of care with respect to the Collateral,
except that the Administrative Agent shall exercise reasonable care with respect
to Collateral in its custody, but shall be deemed to have exercised reasonable
care if such property is accorded treatment substantially equal to that which
the Administrative Agent accords its own property, or if the Administrative
Agent takes such action with respect to the Collateral as a Grantor shall
request in writing, but no failure to comply with any such request nor any
omission to do any such act requested by a Grantor shall be deemed a failure to
exercise reasonable care, nor shall the Administrative Agent’s failure to take
steps to collect any income accruing on the Collateral or to preserve rights
against any parties or property be deemed a failure to have exercised
reasonable care with respect to Collateral in its custody.  The rights and security interest herein provided
are granted as security only and shall not subject the Administrative Agent or
any Secured Party to, or in any way alter or modify, any obligation or
liability of any Grantor with respect to or arising out of any of the
Collateral.


 


4.             Set-Off. In addition to the rights
and security interest elsewhere herein set forth, the Administrative Agent may,
at its option at any time(s) after the occurrence of an Event of Default and
during the continuation thereof, and with or without notice to any Grantor, appropriate
and apply to the payment or reduction, either in whole or in part, of the
amount owing on any one or more of the Obligations, whether or not then due,
any and all moneys now or hereafter on deposit in a Deposit Account maintained
with the Administrative Agent or otherwise to the credit of or belonging to a
Grantor in such deposit account, it being understood and agreed that the
Administrative Agent shall not be obligated to assert or enforce any rights or
security interest hereunder or to take any action in reference thereto, and
that the Administrative 


 


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Agent may in its discretion at any time(s) relinquish
its rights as to particular Collateral hereunder without thereby affecting or
invalidating the Administrative Agent’s rights hereunder as to all or any other
Collateral hereinbefore referred to.


 


5.             Collection of Accounts and Pledged Debt; Interest and other Amounts
Payable.


 


(a)           Upon occurrence of an Event of Default and during the continuation thereof,
the Administrative Agent shall have the right at any time:


 


(i)            to collect the Accounts and Pledged Debt, to sell, assign, compromise,
discharge or extend the time for payment of any Account or Pledged Debt, to
accelerate any Pledged Debt that may be accelerated in accordance with its
terms, to institute legal action for the collection of any Account or Pledged
Debt, and to do all acts and things necessary or incidental thereto, in each
case acting if it so chooses in the name of any or all of the Grantors,  and the Grantors hereby ratify all such acts;


 


(ii)           without notice to any Grantor, to notify the parties obligated on any of
the Collateral of the security interest in favor of the Administrative Agent
created hereby and to direct all such Persons to make payments of all amounts
due thereon or thereunder directly to the Administrative Agent or to an account
designated by the Administrative Agent;


 


(iii)          request that the Grantors notify Account Debtors and/or obligors under
Pledged Debt and indicate on all billings that payments thereon are to be made
to the Administrative Agent, and the Grantors hereby agree to make such
notification and such indication on billings if so requested.  In the event Account Debtors and/or obligors
under Pledged Debt are so notified, no Grantor shall compromise, discharge,
extend the time for payment or otherwise grant any indulgence or allowance with
respect to any Account or Pledged Debt without the prior written consent of the
Administrative Agent.


 


(b)           Each Grantor irrevocably designates and appoints the Administrative Agent
its true and lawful attorney either in the name of the Administrative Agent or
in the name of such Grantor, effective after the occurrence of an Event of
Default and during the continuation thereof to ask for, demand, sue for,
collect, compromise, compound, receive, receipt for and give acquittances for
any and all sums owing or which may become due upon any items of the Collateral
and, in connection therewith, to take any and all actions as the Administrative
Agent may deem necessary or desirable in order to realize upon the Collateral,
including, without limitation, power to endorse in the name of such Grantor,
any checks, drafts, notes or other instruments received in payment of or on
account of the Collateral, but the Administrative Agent shall not be under any
duty to exercise any such authority or power or in any way be responsible for
the collection of the any Collateral.


 


(c)           All interest, income, principal, other amounts and Proceeds (including
wire transfers, checks and other instruments) that are received by any Grantor
in violation of the provisions of clause (a) shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other property or
funds of the Grantors and shall be forthwith deposited into such account or
paid over or delivered to the Administrative Agent in the same form as so
received (with any necessary endorsements or assignments) to be held as
Collateral and applied 


 


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to the Obligations as provided herein.  The rights set forth in this Section 5 are
supplementary and in addition to (and not in limitation of) the rights granted
to the Administrative Agent and/or the Secured Parties in the Credit Documents.


 


6.             Representations, Warranties and Covenants as to Collateral.


 


Each Grantor represents, warrants and covenants to and
for the benefit of the Administrative Agent and the Secured Parties, on the
date of this Agreement and on each date a Borrowing is made or deemed made,
that:


 


(a)           Sale of Collateral.  Upon the sale, exchange or other disposition
of the Inventory Collateral, the security interest and lien created and
provided for herein, without break in continuity and without further formality
or act, shall continue in and attach to any proceeds thereof, including,
without limitation, accounts, chattel paper, contract rights, shipping
documents, documents of title, bills of lading, warehouse receipts, dock
warrants, dock receipts and cash or non-cash proceeds, and in the event of any
unauthorized sale, shall continue in the Inventory Collateral itself.


 


(b)           Good Title; No Existing Encumbrances.  The Grantors own their respective items
of  Collateral free and clear of any
prior Lien other than Liens permitted by Section 5.14 of the Credit Agreement
(referred to herein as the “Permitted Liens”), and no financing
statements or other evidences of the grant of a security interest respecting
the Collateral exist on the public records other than with respect to Permitted
Liens.


 


(c)           Right to Grant Security Interest; No Further Encumbrances.  The Grantors have the right to
grant a security interest in the Collateral. 
Except as permitted by the Credit Agreement, the Grantors will pay all
taxes and other charges against the Collateral (including, without limitation,
property, use and sales taxes).  No
Grantor will acquire, use or permit any Collateral to be used illegally or in
violation of Applicable Laws or allow the Collateral to be encumbered except for
Permitted Liens.


 


(d)           Location of Collateral.  The Grantors hereby represent and warrant to
the Administrative Agent and the Lenders that, as of the date hereof, the
Collateral is situated only at the collateral locations listed in Schedule I
hereto (the “Collateral Locations”), and the Grantors covenant with the
Administrative Agent not to locate the Collateral at any location other than a
Collateral Location without at least 20 days prior written notice to the
Administrative Agent.  The executive
office of each Grantor set forth on Schedule I hereto (the “Executive Office”)
is, and for the one-year period preceding the Closing Date has been, such
Grantor’s chief executive office (if such Grantor has more than one place of
business) or place of business (if such Grantor has one place of
business).  In addition, to the extent
the Grantors should warehouse any of the Inventory Collateral, the Grantors
acknowledge and agree that such warehousing may be conducted only by
warehousemen who shall:  (1) issue non-negotiable
warehouse receipts in the Administrative Agent’s name to evidence any such
warehousing of goods constituting Inventory Collateral; or (2) issue electronic
warehouse receipts in the Administrative Agent’s name to evidence any such
warehousing of goods constituting Inventory Collateral in compliance with
applicable federal regulations and in all other respects satisfactory to the
Administrative Agent in its sole discretion. 
If the Grantors consign any of the Inventory Collateral, it will comply
with 


 


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the U.C.C. of any state where such Inventory Collateral
is located with respect thereto, and shall file, cause the filing and hereby
authorizes the Administrative Agent to file in the appropriate public office or
offices UCC-1 financing statements showing such Grantor or Grantors, as the
case may be, as consignor and the Administrative Agent as assignee of
consignor, and will furnish copies thereof to the Administrative Agent.  If any of the Inventory Collateral or
Equipment Collateral or any records concerning the Collateral are at any time
to be located on premises leased by a Grantor or on premises owned by a Grantor
subject to a mortgage or other lien, such Grantor shall so notify the
Administrative Agent and shall if reasonably requested by the Administrative
Agent obtain and deliver or cause to be delivered to the Administrative Agent,
an agreement, in form and substance satisfactory to the Administrative Agent,
waiving the landlord’s or mortgagee’s or lienholder’s right to enforce any
claim against the Grantors for monies due under the landlord’s lien, mortgage
or other lien by levy or distraint or other similar proceedings against the
Inventory Collateral or Equipment Collateral or records concerning the
Collateral and assuring the Administrative Agent’s ability to have access to
the Inventory Collateral or Equipment Collateral and records concerning the
Collateral in order to exercise its right hereunder to take possession thereof.


 


(e)           Collateral
Status.  The
Grantors will promptly notify the Administrative Agent if there is any adverse
change in the status of the Collateral that would reasonably be expected to
have a Material Adverse Effect or that would materially and adversely affect
the ability of any Grantor or the Administrative Agent to dispose of the
Collateral or any material portion thereof, or the rights and remedies of the
Administrative Agent in relation thereto, including, without limitation, the
levy of any legal process against the Collateral or any material portion
thereof.


 


(f)            Delivery
of Certain Collateral.  Upon the reasonable request of the
Administrative Agent, the Grantors shall deliver to the Administrative Agent
(or to the Collateral Custodian as its agent and bailee), all agreements,
letters of credit, promissory notes, instruments, certificates of deposit,
chattel paper or anything else, the physical possession of which is necessary
in order for the Administrative Agent, on behalf of the Secured Parties, to
perfect or preserve the priority of its security interest therein.  Without limiting the generality of the
foregoing, with respect to any Investment Related Property that is represented
by a certificate or that is an “instrument” (other than any Investment Related
Property credited to a Securities Account), each Grantor shall cause such
certificate or instrument to be delivered to the Administrative Agent (or to
the Collateral Custodian as its agent and bailee), indorsed in blank by an “effective
indorsement” (as defined in Section 8-107 of the U.C.C.), regardless of whether
such certificate constitutes a “certificated security” for purposes of the
U.C.C.


 


(g)           Records Respecting Collateral.  The Grantors shall keep complete and accurate
books and records and make all necessary entries thereon to reflect the
transactions and facts giving rise to the Collateral and payments, credits and
adjustments applicable thereto, all in accordance with GAAP.  All books and records of the Grantors with
respect to the Collateral will be accessible from the Executive Office (as it
may be changed pursuant to Section 6(e)).


 


(h)           Further Assurances.  Each Grantor shall duly execute and/or
deliver (or cause to be duly executed and/or delivered) to the Administrative
Agent (or to the Collateral Custodian as its agent and bailee) any instrument,
invoice, document, document of title, dock warrant, dock receipt, warehouse
receipt, bill of lading, order, financing statement, assignment, 


 


10

















 


waiver, consent or other writing reasonably requested by
the Administrative Agent which may be reasonably necessary to the
Administrative Agent to carry out the terms of this Agreement and any of the
other Loan Documents and to perfect its security interest in and facilitate the
collection of the Collateral, the proceeds thereof, and any other property at
any time constituting security to the Secured Parties.  Each Grantor shall perform or cause to be
performed such acts as the Administrative Agent or any Secured Party may
reasonably request to establish and maintain for the Administrative Agent and
the Secured Parties a valid and perfected security interest in and security
title to the Collateral, free and clear of any Liens other than Permitted
Liens.


 


(i)            Maintenance of Insurance.  In addition to and cumulative with any other
requirements herein imposed on the Grantors with respect to insurance, the
Grantors shall maintain, or cause to be maintained, insurance as required under
the Credit Agreement.  The Grantors shall
deliver to the Administrative Agent at such times as the Administrative Agent
may request, a detailed list of such insurance then in effect stating the names
of the insurance companies, the amounts and rates of insurance, the date of
expiration thereof, the properties and risks covered thereby and the insured
with respect thereto.  The Grantors will
pay all premiums on the insurance referred to herein as and when they become
due and shall do all things necessary to maintain the insurance in effect.  If any Grantor shall default in its
obligation hereunder to insure the Collateral in a manner satisfactory to the
Administrative Agent, then the Administrative Agent shall have the right (but
not the obligation), after reasonable notice to such Grantor, to procure such
insurance and to charge the costs of same to the Grantors, which costs shall be
added to and become a part of the unpaid principal amount of the Obligations
and shall be secured by the Collateral. 
Each Grantor hereby appoints (which appointment constitutes a power
coupled with an interest and is irrevocable as long as any of the Obligations
remain outstanding) Administrative Agent as its lawful attorney-in-fact,
effective after the occurrence of an Event of Default and during the
continuation thereof, with full authority to make, adjust, settle claims under
and/or cancel such insurance and to endorse the applicable Grantor’s name on
any instruments or drafts issued by or upon any insurance companies.


 


(j)            Fundamental Changes.  The Grantors hereby agree that no Grantor
shall move its Executive Office, or change its name, identity, state of
incorporation or organization, type of organization or its structure to other
than as existing on the date hereof, unless the Grantors shall have
(i) notified the Administrative Agent in writing at least 20 days prior
thereto and provided such other information as the Administrative Agent may
reasonably request and (ii) taken all actions necessary or reasonably
requested by the Administrative Agent to maintain the continuous validity,
perfection and the same or better priority of the Administrative Agent’s Liens.


 


(k)           Name, Jurisdiction and Identification Number of Organization.  The exact legal name of each
Grantor, the state of incorporation or organization and organizational
identification number for each Grantor is as set forth below:


 


	
  Main Street Capital Corporation

  	
   

  	
  Maryland

  	
   

  	
  D11798675

  
	
  Main Street Capital Partners, LLC

  	
   

  	
  Delaware

  	
   

  	
  3575385

  
	
  Main Street Equity Interests, Inc.

  	
   

  	
  Delaware

  	
   

  	
  4432981

  



 


11






 


 












 


Each Grantor was duly organized solely under the laws of
such jurisdiction and, except as provided on Schedule I, such Grantor has
not changed its legal name, jurisdiction of organization or its corporate
structure in the five (5) years prior to the Closing Date.


 


(l)            Control Agreements.  Each Grantor will obtain and deliver or cause
to be delivered to the Administrative Agent, a control agreement in form and
substance satisfactory to Administrative Agent with respect to the Collateral
with respect to:  (i) Deposit Accounts;
(ii) Investment Related Property (for Securities Accounts, mutual funds
and other uncertificated securities); and (iii) Letter of Credit Rights;
and/or Electronic chattel paper having, individually,  a value in excess of $500,000 or as otherwise
requested by the Administrative Agent; provided  that, in each
case, no such Collateral shall be included in calculating the Borrowing Base
unless the same is subject to a control agreement.  Notwithstanding the foregoing, the Borrower
shall not be required to deliver a control agreement with respect to account
number 53032962 maintained with BB&T Capital Markets (the “Excluded Account”)
unless requested by the Administrative Agent, and the Borrower agrees that no
cash, cash equivalents, investment property, financial assets or other assets
shall be maintained in, credited to or recorded in the Excluded Account at any
time while the Excluded Account is not subject to a control agreement in favor
of the Administrative Agent.


 


(m)          Marking of Chattel Paper.  If requested by the Administrative Agent, no
Grantor will create any Chattel Paper without placing a legend on the Chattel
Paper reasonably acceptable to the Administrative Agent indicating that the
Administrative Agent has a security interest in the Chattel Paper.


 


(n)           Business Purpose.  None of the Obligations is a Consumer
Transaction, as defined in the U.C.C., and none of the Collateral has been or
will be purchased or held primarily for personal, family or household purposes.


 


(o)           Assumed Debt.  No Grantor has within the last five (5) years
become bound (whether as a result of merger or otherwise) as debtor under a
security agreement entered into by another Person, which has not been
terminated prior to the date of this Agreement.


 


(p)           No Authorizations.  No authorization, approval or other action
by, and no notice to or filing with, any Governmental Authority or regulatory
body is required for either (i) the pledge or grant by any Grantor of the
security interest purported to be created in favor of the Administrative Agent
hereunder or (ii) the exercise by the Administrative Agent of any rights
or remedies in respect of any Collateral (whether specifically granted or
created hereunder or created or provided for by applicable law), except as may
be required, in connection with the disposition of any Investment Related
Property, by laws generally affecting the offering and sale of Securities.


 


(q)           Preservation.  No Grantor shall take or permit any action
which could materially impair the Administrative Agent’s rights in the
Collateral, subject to Grantors’ rights to dispose of rights in the Collateral
to the extent permitted hereunder or under the Credit Agreement or the right to
grant Permitted Liens.  Each Grantor
agrees that it will, at its own cost and expense, take any and all actions
necessary to warrant and defend the right, title and interest of the Secured
Parties in and to the Collateral against the claims and demands of all other 


 


12

















 


Persons (other than the holders of Permitted Liens).


 


(r)            Pledged Debt.  On each Representation Date, Schedule II
hereto (as such schedule may be amended or supplemented from time to time) sets
forth under the heading “Pledged Debt” all of the Pledged Debt owned by any
Grantor and all of such Pledged Debt with a principal amount in excess of
$500,000 individually has been fully authorized, authenticated or issued, and
delivered and is the legal, valid and binding obligation of the issuers thereof
and is not in default and constitutes all of the issued and outstanding
intercompany indebtedness evidenced by an instrument or certificated security
of the respective issuers thereof owing to such Grantor.


 


(s)           Investment Accounts.  Schedule II hereto (as such schedule may be
amended or supplemented from time to time) sets forth under the headings “Securities
Accounts” and “Commodities Accounts,” respectively, all of the Securities
Accounts and Commodities Accounts in which each Grantor has an interest.  Each Grantor is the sole entitlement holder
of each such Securities Account and Commodities Account, and such Grantor has
not consented to, and is not otherwise aware of, any Person (other than the
Administrative Agent pursuant hereto) having “control” (within the meaning of
Sections 8-106 and 9-106 of the U.C.C.) over, or any other interest in, any
such Securities Account or Commodity Account or any securities or other
property credited thereto.


 


(t)            Deposit Accounts.  Schedule II hereto (as such schedule may be
amended or supplemented from time to time) sets forth under the heading “Deposit
Accounts” all of the Deposit Accounts in which each Grantor has an interest and
each Grantor is the sole account holder of each such Deposit Account and such
Grantor has not consented to, and is not otherwise aware of, any Person (other
than the Administrative Agent pursuant hereto) having either sole dominion and
control (within the meaning of Section 9-104 of the U.C.C.) over, or any other
interest in, any such Deposit Account or any money or other property deposited
therein.


 


(u)           Commercial Tort Claims.  Schedule III (as such schedule may be amended
or supplemented from time to time) sets forth all Commercial Tort Claims of
each Grantor.


 


(v)           Letter of Credit Rights.  Schedule III 
(as such schedule may be amended or supplemented from time to time)
lists all letters of credit to which such Grantor has rights.


 


(w)          After-Acquired Property.  In the event any Grantor acquires rights in
any Investment Related Property (other than Pledged Entities (as defined in the
Equity Pledge Agreement between the Borrower and the Administrative Agent dated
as of the date hereof), Commercial Tort Claims or Letter of Credit Rights after
the date of this Agreement, it shall deliver to the Administrative Agent a
completed Pledge Supplement, substantially in the form of Annex A attached
hereto, together with all Supplements to Schedules thereto, reflecting such new
Investment Related Property, Commercial Tort Claims, Letter of Credit Rights
and all other Investment Related Property, Commercial Tort Claims, Letter of
Credit Rights; provided, however, that the Grantors shall only be
required to provide an updated Pledge Supplement with respect to Pledged Debt
acquired during any Fiscal Quarter on or before the Reporting Date immediately
following the end of such Fiscal Quarter. 
Notwithstanding the foregoing, it is understood and agreed that the
security interest of the Administrative Agent shall attach to all 


 


13

















 


Investment Related Property (other than Excluded Capital
Securities), Commercial Tort Claims and Letter of Credit Rights immediately
upon any Grantor’s acquisition of rights therein and shall not be affected by
the failure of any Grantor to deliver a supplement to Schedule II or Schedule
III as required hereby.


 


7.             Events of Default.  The happening of any one or more of the
following events shall constitute an Event of Default hereunder:  (a) the nonpayment when due of any of
the Obligations which nonpayment is not fully cured within the applicable grace
period therefor, if any; (b) the failure to perform, observe or fulfill
any covenant or obligation contained in this Agreement and the continuation of
such failure for more than thirty (30) days after the earlier of:  (i) the first day on which any Loan
Party has knowledge of such failure; or (ii) written notice thereof has
been given to any Grantor by the Administrative Agent or (c) the
occurrence of an Event of Default (as defined in the Credit Agreement).


 


8.             Remedies.  Upon the occurrence of an Event of Default
and during the continuation thereof, the Administrative Agent shall have all of
the rights and remedies available at law (including, without limitation, those
provided to a secured party by the U.C.C.), or in equity to collect, enforce or
satisfy any Obligations then owing, whether by acceleration or otherwise.  In addition thereto, each Grantor further
agrees that (i) in the event that notice is necessary under applicable law,
written notice mailed to a Grantor at such Grantor’s address as provided
herein, ten (10) business days prior to the date of public sale of any of the
Collateral subject to the security interest created herein or prior to the date
after which private sale or any other disposition of said Collateral will be
made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other time shall be sufficient; (ii) in the event
of sale or other disposition of any such Collateral, the Administrative Agent
may apply the proceeds of any such sale or disposition to the satisfaction of
the Administrative Agent’s reasonable attorneys’ fees, legal expenses, and
other costs and expenses incurred in connection with the Administrative Agent’s
taking, retaking, holding, preparing for sale, and selling of the Collateral;
(iii) without precluding any other methods of sale, the sale of Collateral
shall have been made in a commercially reasonable manner if conducted in
conformity with reasonable commercial practices of banks disposing of similar
property but in any event the Administrative Agent may sell on such terms as
the Administrative Agent may choose, without assuming any credit risk and
without any obligation to advertise or give notice of any kind; (iv) the Administrative
Agent may require the Grantors to assemble the Collateral, taking all necessary
or appropriate action to preserve and keep it in good condition, and make such
available to the Administrative Agent at a place and time convenient to both
parties, all at the expense of the Grantors; (v) the Administrative Agent has
no obligation to repair, clean-up or otherwise prepare the Collateral for sale;
and (vi) the Administrative Agent may comply with any applicable state or
federal law requirements in connection with a disposition of the Collateral and
compliance will not be considered adversely to affect the commercial
reasonableness of any sale of the Collateral. 
Furthermore, in any such event, to the extent permitted under applicable
law, full power and authority are hereby given the Administrative Agent to
sell, assign, and deliver the whole of the Collateral or any part(s) thereof,
at any time(s) at any broker’s board, or at public or private sale, at the
Administrative Agent’s option, and no delay on the Administrative Agent’s part
in exercising any power of sale or any other rights or options hereunder, and
no notice or demand, which may be given to or made upon any or all of the
Grantors by the Administrative Agent or any Secured Party with respect to any
power of sale or other right or option hereunder, 


 


14

















 


shall constitute a waiver thereof, or limit or impair
the Administrative Agent’s right to take any action or to exercise any power of
sale or any other rights hereunder, without notice or demand, or prejudice the
Administrative Agent’s rights as against the Grantors in any respect.  The Grantors hereby waive and release to the
fullest extent permitted by law any right or equity of redemption with respect
to the Collateral, whether before or after sale hereunder, and all rights, if
any, of marshaling the Collateral and any other security for the Obligations or
otherwise.  At any such sale, unless
prohibited by applicable law, the Administrative Agent may bid for and purchase
all or any part of the Collateral so sold free from any such right or equity of
redemption.  If Administrative Agent
sells any of the Collateral upon credit, the Grantors will be credited only
with payments actually made by the purchaser, received by the Administrative
Agent and applied to the indebtedness of the purchaser.  In the event the purchaser fails to pay for
the Collateral, the Administrative Agent may resell the Collateral and the Grantors
shall be credited with the proceeds of the sale as and when received, less
expenses.  In the event the
Administrative Agent purchases any of the Collateral being sold, the
Administrative Agent may pay for the Collateral by crediting some or all of the
Obligations of the Grantors.  The Administrative
Agent shall not be liable for failure to collect or realize upon any or all of
the Collateral or for any delay in so doing nor shall the Administrative Agent
be under any obligation to take any action whatsoever with regard thereto.  The Administrative Agent has no obligation to
attempt to satisfy the Obligations by collecting them from any other person
liable for them and the Administrative Agent may release, modify or waive any
collateral provided by any other Person to secure any of the Obligations, all
without affecting the Administrative Agent’s rights against the Grantors.  The Grantors waive any right they may have to
require the Administrative Agent to pursue any third Person for any of the
Obligations.  The Administrative Agent
may sell the Collateral without giving any warranties as to the Collateral and
may specifically disclaim any warranties of title or the like.  This procedure will not be considered to
adversely affect the commercial reasonableness of any sale of the Collateral.


 


9.             Continuing Security Interest.  Any and all of the Administrative Agent’s
rights with respect to the security interests hereunder shall continue
unimpaired, and the Grantors shall be and remain obligated in accordance with
the terms hereof, notwithstanding the release or substitution of any Collateral
at any time or of any rights or interests therein, or any delay, extension of
time, renewal, compromise or other indulgence granted by the Administrative
Agent or any Secured Party in reference to any of the Obligations, or any
promissory note, draft, bill of exchange or other instrument or Credit Document
given in connection therewith, the Grantors hereby waiving all notice of any
such delay, extension, release, substitution, renewal, compromise or other indulgence,
and hereby consenting to be bound thereby as fully and effectually as if the
Grantors had expressly agreed thereto in advance.


 


10.           No Waiver.  No delay on the Administrative Agent’s part
in exercising any power of sale, option or other right hereunder, and no notice
or demand which may be given to or made upon any Grantor by the Administrative
Agent, shall constitute a waiver thereof, or limit or impair the Administrative
Agent’s right to take any action or to exercise any other power of sale, option
or any other right hereunder, without notice or demand, or prejudice the
Administrative Agent’s rights as against any Grantor in any respect.


 


11.           Financing Statements.  Each Grantor hereby irrevocably authorizes
the Administrative Agent at any time and from time to time to file in any
relevant jurisdiction any 


 


15

















 


initial financing statements with respect to the
Collateral or any part thereof and amendments thereto that contain the
information required by the U.C.C. of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such
Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor, and (ii) a description of
collateral that describes such property in any other manner as the
Administrative Agent may reasonably determine is necessary or advisable to
ensure the perfection of the security interest in the Collateral granted under
this Agreement.  Each Grantor agrees to
provide such information to the Administrative Agent promptly upon
request.  Each Grantor agrees to
reimburse the Administrative Agent for the expense of any such filings in any
location deemed necessary and appropriate by the Administrative Agent.  To the extent lawful, each Grantor hereby
appoints the Administrative Agent as its attorney-in-fact (without requiring
the Administrative Agent to act as such) to perform all other acts that the Administrative
Agent deems appropriate to perfect and continue its security interest in, and
to protect and preserve, the Collateral.


 


12.           Power of Attorney.  Each Grantor hereby appoints any officer or
agent of the Administrative Agent as such Grantor’s true and lawful
attorney-in-fact with power (i) effective at any time an Event of Default has
occurred and is continuing, to execute and file or record any Assignments of
Mortgage with respect to any Portfolio Investment, (ii) effective after the
occurrence and during the continuance of an Event of Default, to endorse the
name of such Grantor upon any notes, checks, drafts, money orders or other
instruments of payment or Collateral which may come into possession of the
Administrative Agent; to sign and endorse the name of such Grantor upon any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against Account Debtors, assignments, verifications and
notices in connection with Accounts; to give written notice to such office and
officials of the United States Postal Service to affect such change or changes
of address so that all mail addressed to any or all Grantors may be delivered
directly to the Administrative Agent (the Administrative Agent will return all
mail not related to the Obligations or the Collateral); granting unto such
Grantor’s said attorney full power to do any and all things necessary to be
done with respect to the above transactions as fully and effectively as the
Grantor might or could do, and hereby ratifying all its said attorney shall
lawfully do or cause to be done by virtue hereof.  This power of attorney shall be irrevocable
for the term of this Agreement and all transactions hereunder.


 


13.           Remedies, Etc., Cumulative.  Each right, power and remedy of the
Administrative Agent provided for in this Agreement or the Credit Documents or
in any of the other instruments or agreements securing the Obligations or now
or hereafter existing at law or in equity or by statute shall be cumulative and
concurrent and shall be in addition to every other such right, power or
remedy.  The exercise or beginning of the
exercise by the Administrative Agent of any one or more of the rights, powers
or remedies provided for in this Agreement, the Credit Documents or in any such
other instrument or agreement now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later exercise
by the Administrative Agent of all such other rights, powers or remedies, and
no failure or delay on the part of the Administrative Agent to exercise any
such right, power or remedy shall operate as a waiver thereof.


 


14.           Continuing Agreement. This
is a continuing agreement and shall remain in full force and effect until
terminated by written agreement of the parties and until all of the principal 


 


16

















 


of, premium, if any, and interest on all of the
Obligations have been fully paid.  This
Agreement and the liens and security interests created and granted hereunder
shall remain in effect, notwithstanding the fact that at any time or from time
to time there may be no Obligations outstanding, in order to secure all future
Obligations.  If this Security Agreement
is revoked by operation of law as against any Grantor, such Grantor will
indemnify and save the Administrative Agent and its successors or assigns,
harmless from any loss which may be suffered or incurred by them in making,
giving, granting or extending any loans or other credit, financing or financial
accommodations, or otherwise acting, hereunder prior to receipt by the
Administrative Agent of notice in writing of such revocation.


 


15.           Miscellaneous. This Agreement shall be
governed by the laws of the State of North Carolina in all respects, including
matters of construction, validity and performance except to the extent that the
remedies provided herein with respect to any of the collateral are governed by
the laws of any jurisdiction other than North Carolina; section headings herein
are for the convenience of reference only and shall not affect the construction
or interpretation of or alter or modify the provisions of this Agreement; none
of the terms or provisions of this Agreement may be waived, altered, modified,
limited or amended except by an agreement expressly referring hereto and to
which the Administrative Agent consents in writing duly signed for the
Administrative Agent and on the Administrative Agent’s behalf; the rights
granted to the Administrative Agent herein shall be supplementary and in
addition to those granted to the Administrative Agent and/or the Secured
Parties in any Credit Documents; the addresses of the parties for delivery of
notices, requests, demands and other communications hereunder are as set forth
in the Credit Agreement.  Each of the
Grantors hereby agrees that all of their liabilities and obligations under this
Agreement shall be joint and several.  No
reference to “proceeds” in this Agreement authorizes any sale, transfer, or
other disposition of the Collateral by any Grantor.


 


16.           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.


 


17.           Notices of Exclusive Control.   The Administrative Agent agrees that it
shall not deliver a notice of exclusive control under any control agreement
executed in connection with this Agreement until a Default or an Event of
Default has occurred and is continuing.


 


[Remainder of page intentionally left blank]


 


17

















 


IN WITNESS WHEREOF, this Security Agreement has been
executed as of the day and year first above written.


 


	
   

  	
  GRANTORS:

  
	
   

  	
   

  
	
   

  	
  MAIN STREET CAPITAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Todd A. Reppert

  
	
   

  	
   

  	
  Name:

  	
  Todd A. Reppert

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAIN STREET CAPITAL
  PARTNERS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Rodger Stout

  
	
   

  	
   

  	
  Name:

  	
  Rodger Stout

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial & Administrative Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAIN STREET EQUITY
  INTERESTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Rodger Stout

  
	
   

  	
   

  	
  Name:

  	
  Rodger Stout

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Treasurer and Assistant
  Secretary

  



 


18