Exhibit
10.1


AMENDMENT NO. 1 dated as of
October 13, 2005 (the "Amendment")
with respect to that certain CREDIT AGREEMENT dated as of May 18, 2005
(the "Credit Agreement") by and
among TECHNOLOGY INVESTMENT CAPITAL CORP., a corporation organized
under the laws of the State of Maryland (the
"Borrower"), each of the financial
institutions initially a signatory hereto together with their assignees
pursuant to Section 12.5(d) of the Agreement (each a
"Lender" and collectively, the
"Lenders") and BAYERISCHE HYPO-UND
VEREINSBANK AG, NEW YORK BRANCH, as Administrative Agent (the
"Agent").

WHEREAS, on May 18,
2005, the Borrower, the Agent and Bayerische Hypo-Und Vereinsbank AG,
New York Branch ("HVB"), in the
capacity of a Lender, entered into the Credit Agreement; and

WHEREAS, the Borrower has requested the amendment of the Credit
Agreement as provided hereunder; and

WHEREAS, the Agent and the
Lenders are willing to so amend the Credit Agreement, subject to the
terms and conditions contained herein;

NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

Capitalized terms used herein and not otherwise defined herein shall
have the meanings specified in the Credit Agreement.

ARTICLE II

AMENDMENTS

2.1    Amendments.

(a)    New defined
terms are hereby added to Section 1.1 of the Credit Agreement in the
appropriate alphabetical order as follows:

		
	 	"Amendment No.
1" shall mean that certain Amendment No. 1 dated as
of October 13, 2005 by and among the Borrower, the Agent and the
Lenders with respect to the Agreement.


		
	 	"Amendment No. 1 Effective
Date" shall mean the date as of which the Agent shall
have confirmed to the Borrower and Lenders in writing that the
conditions precedent to the effectiveness of Amendment No. 1 have been
satisfied.


(b)     The definition of
"Commitment" is hereby amended by
deleting the word "obligation" and replacing
it with the word "option".

(c)     The "Commitment
Amount" specified with respect to HVB on its
signature pages with respect to the Credit Agreement is hereby amended
to read "$100,000,000".

(d)     The definition of "Maturity
Date" is hereby amended and restated in its entirety
to read as follows:

		
	 	"Maturity
Date" means, (i) with respect to each Loan advanced
to the Borrower prior to the Amendment No. 1 Effective Date, the date
one year after the date on which the initial advance of such Loan was
made, and (ii) with respect to all Loans advanced to the Borrower from
and after the Amendment No. 1 Effective Date, the date specified as the
"Maturity Date" on the Notice of Borrowing
pursuant to which such Loan is advanced, provided that if, (A) after
giving effect to any Borrowing the aggregate outstanding principal
amount of all the Loans is $35,000,000 or less, the Maturity Date for
such 


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Borrowing  shall  be one year
after the making of such Borrowing, and (B) after giving effect to any
Borrowing the aggregate outstanding principal amount of all the Loans
exceeds $35,000,000 the portion of such Loans in excess of $35,000,000
shall mature no later than February 10, 2006, provided, however, that
the Maturity Date may never extend beyond the Termination
Date."


(e)    The definition of
"Requisite Lenders" is hereby amended by
deleting therefrom the words "and Letter of Credit
Liabilities".

(f)     The definition of
"Transaction Assets" is hereby amended by
adding the following proviso at the end of the current text:

		
	 	"provided that, in the event that
the principal amount of obligations arising pursuant to all Transaction
Assets with respect to a single Obligor and its Affiliates exceeds
$15,000,000 (excluding therefrom the amount of any capitalized payment
in kind interest), the amount of such Transaction Assets in excess of
$15,000,000 shall be excluded for the purposes of determination of the
amount of Transaction Assets."


(g)    The text of subsection 9.1(c) is hereby deleted
and replaced with the words
"[RESERVED]".

(h)     Section 10.3(c) of the Credit Agreement is
hereby amended by replacing the words "sixty
(60)" as they appear therein with the words
"thirty (30)".

(i)    
Section 10.3(i) of the Credit Agreement is hereby amended by replacing
the number "60" as it appears therein with
the number "30".

(j)    Section 10.3(j) of the Credit Agreement is hereby
amended by replacing the number "60" as it
appears therein with the number "30".

(k)    A new Section 10.3(m) is inserted immediately
following Section 10.3(l) reading as follows:

		
	 	"(m)    Each of Saul Rosenthal
and Jonathan Cohen cease to be engaged in the day-to-day senior
management of the Borrower;"


(l)    The
penultimate sentence of Section 11.8 is hereby deleted.

(m)    Clauses (b) and (c) of Section 12.10 are hereby
deleted, and clause (d) is relettered as clause (b).

(n)    Exhibit B of the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in the form
attached as Exhibit B hereto.

ARTICLE
III

CONDITIONS PRECEDENT AND SUBSEQUENT TO
EFFECTIVENESS OF THIS AMENDMENT

3.1    Conditions
Precedent to Effectiveness of this Amendment.

(a)    This Amendment shall become effective as of the
date on which the following conditions have been satisfied and the
Agent has confirmed in writing the satisfaction thereof to the Borrower
and the Lenders:

(i)    the Agent shall have
received counterparts of this Amendment executed by each of the parties
hereto;

(ii)    the execution and delivery by Royal
Bank of Canada, HVB, the Agent and the Borrower of an Assignment and
Acceptance Agreement substantially in the form of Exhibit A
hereto pursuant to which, inter alia, there shall
become effective, concurrent with the effective date of this Amendment,
the assignment to Royal Bank of Canada by HVB of a $40,000,000
commitment pursuant to the Credit Agreement; and

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(iii)    the Agent shall have
received for the account of Royal Bank of Canada a Revolving Note
payable to Royal Bank of Canada executed by the Borrower;

(iv)    the Agent shall have received such other
documents, agreements and instruments as the Agent on behalf of the
Lenders may reasonably request.

3.2    Conditions
Subsequent to Effectiveness of this Amendment.

(a)     The Borrower shall cause to be delivered to the
Agent, on or prior to the date no later than ten (10) Business Days
after the date hereof:

(i)     a certificate of
incumbency signed by the Secretary or Assistant Secretary of the
Borrower specifying each of the officers of the Borrower authorized to
execute and deliver the Loan Documents to which the Borrower is a party
and the officers of the Borrower then authorized to deliver Notices of
Borrowing, Notices of Continuation and Notices of Conversion; and

(ii)     copies, certified by the Secretary or
Assistant Secretary of the Borrower, of all corporate (or comparable)
action taken by the Borrower to authorize the execution, delivery and
performance of the Loan Documents to which the Borrower is a party,
including, without limitation, evidence of the written consent of the
Borrower's Board of Directors (which consent shall be dated on or
close to the date hereof) to the terms and conditions of this
Amendment.

The failure by the Borrower
to deliver the documents noted above shall give rise to an immediate
Event of Default pursuant to the Credit Agreement.

ARTICLE IV

REPRESENTATIONS AND
WARRANTIES

4.1    Representations and Warranties.

		
	 	The Borrower represents and warrants to the
Agent and each Lender as follows:


(a)    Authorization of Amendment, Etc. The
Borrower has the right and power, and has taken all necessary action to
authorize it, to execute and deliver this Amendment and to perform the
Credit Agreement as amended hereby (the "Amended
Agreement"). This Amendment has been duly executed
and delivered by the duly authorized officers of the Borrower and the
Amended Agreement is a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms
except as the same may be limited by bankruptcy, insolvency, and other
similar laws affecting the rights of creditors generally and the
availability of equitable remedies for the enforcement of certain
obligations (other than the payment of principal) contained herein or
therein may be limited by equitable principles generally.

(b)     Compliance of Amendment with Laws,
Etc. The execution and delivery of this Amendment and the
performance of the Amended Agreement by the Borrower does not and will
not, by the passage of time, the giving of notice, or both: (i) require
any Governmental Approval not previously obtained or violate any
Applicable Law (including all Environmental Laws) relating to the
Borrower; (ii) conflict with, result in a breach of or constitute a
default under the organizational documents of the Borrower, or any
material provision of any indenture, material agreement or other
material instrument to which the Borrower is a party or by which it or
any of its respective properties may be bound; or (iii) result in or
require the creation or imposition of any Lien upon or with respect to
any property now owned or hereafter acquired by the Borrower (except in
favor of the Agent and Lenders).

4.2    Ratification
of Representations and Warranties in the Credit Agreement.

All representations and warranties made under the Credit
Agreement are hereby made on and as of the Amendment No. 1 Effective
Date, provided that if such representation and warranty relates to an
earlier date, it shall be true and correct as of such earlier
date.

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4.3    Ratification of Credit
Agreement; Confirmation of Amended Commitments.

All
other terms and conditions of the Credit Agreement are otherwise
ratified and confirmed. The respective Commitments of the Lenders, from
and after the Amendment No. 1 Effective Date, are set forth on
Schedule I hereto.

ARTICLE
V

MISCELLANEOUS


5.1    Governing
Law.     The validity, construction and performance of this
Amendment will in all respects be governed by the laws of the State of
New York.


5.2    Successors and Assigns.     All
the terms and provisions of this Amendment shall inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.


5.3    Headings and Table of Contents.    
The headings in this Amendment are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.


5.4    Counterparts.     This Amendment may be executed
in any number of counterparts, each of which shall be an original, but
all of which shall together constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the undersigned parties
have executed this Amendment as of the date set forth above.


		BORROWER:





		TECHNOLOGY
INVESTMENT CAPITAL CORP., as Borrower




			
		By: 	/s/ Saul B.
Rosenthal                                        


Name: Saul B. Rosenthal
 Title: President



		ADMINISTRATIVE AGENT:





		BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK
BRANCH,
 as Administrative Agent




			
		By: 	/s/ Debra L.
Laskowski                                    


Name: Debra L. Laskowski
 Title: Managing
Director


			
		By: 	/s/ Craig
M.
Pinsly                                            


Name: Craig M. Pinsly, CFA

Title: Director



		LENDER:





		BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK
BRANCH,
 as Lender




			
		By: 	/s/ Debra L.
Laskowski                                    


Name: Debra L. Laskowski
 Title: Managing
Director


			
		By: 	/s/ Craig
M.
Pinsly                                            


Name: Craig M. Pinsly, CFA

Title: Director


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SCHEDULE I






							
	Lender		Commitment
Amount
	Bayerische Hypo-Und
Vereinsbank AG, New York
Branch		$60,000,000
	Royal Bank of
Canada		$40,000,000
	






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