Exhibit 10.2


 


EXECUTION VERSION


 


THIRD AMENDMENT


TO SENIOR SECURED REVOLVING CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of July 29, 2016 (this “Amendment”), to the Existing Credit
Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I)
is among STELLUS CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party
hereto and SUNTRUST BANK, as Administrative Agent.


 


WITNESSETH:


 


WHEREAS, the Borrower,
the Lenders and the Administrative Agent are parties to the Senior Secured Revolving Credit Agreement, dated as of November 13,
2012 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement dated as of November 21, 2014 and
that certain Second Amendment to Senior Secured Revolving Credit Agreement dated as of May 31, 2016 and as otherwise amended, supplemented,
amended and restated or otherwise modified from time to time through the date hereof, the “Existing Credit Agreement”);
and


 


WHEREAS, the Borrower has
requested that the Lenders agree to amend the Existing Credit Agreement, and the Lenders are willing, on the terms and subject
to the conditions hereinafter set forth, to agree to the amendment set forth below and the other terms hereof;


 


NOW, THEREFORE, the parties
hereto hereby covenant and agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


SECTION
1.1. Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):


 


“Amendment” is defined in the preamble.


 


“Borrower” is defined
in the preamble.


 


“Existing Credit Agreement” is defined
in the first recital.


 


“Third Amendment Effective Date” is
defined in Article III.


 


SECTION
1.2. Other Definitions. Capitalized terms for which meanings are provided in the Existing Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.


 




     


     


    

  


ARTICLE
II


 


AMENDMENT
TO EXISTING CREDIT AGREEMENT


 


Subject to the occurrence
of the Third Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in accordance with this
Article II.


 


Clause (d) of Section 4.02
of the Existing Credit Agreement is hereby amended and restated to read as follows:


 


“(d)until the
borrower shall have cumulatively raised at least $250,000,000 in gross proceeds from the sale of equity securities in one or more
offerings (including rollover equity, preferred stock or convertible notes), the borrower shall not be permitted to increase the
Revolving Credit Exposure unless, after giving effect to such increase, the Asset Coverage Ratio would equal or exceed (x) for
the period commencing on May 31, 2016 and ending on August 31, 2016, 2.20 to 1 and (y) on and after September 1, 2016, 2.25 to
1.”.


 


ARTICLE
III


 


CONDITIONS TO EFFECTIVENESS


 


SECTION
3.1. Effective Date. This Amendment shall become effective on the date (the “Third Amendment Effective Date”)
when the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered on behalf of the Borrower
and each of the Lenders party hereto.


 


ARTICLE
IV


 


MISCELLANEOUS


 


SECTION
4.1. Representations. The Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid
and binding obligation of it, enforceable against it in accordance with its terms, (ii) upon the effectiveness of this Amendment,
no Event of Default shall exist and (iii) its representations and warranties as set forth in the Loan Documents, as applicable,
are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference
to a material adverse effect, which are true and correct in all respects) on and as of the date hereof as though made on and as
of the date hereof (unless such representations and warranties specifically refer to a previous day, in which case, they shall
be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality
or by reference to a material adverse effect, complete and correct in all respects) on and as of such previous day).


 


SECTION
4.2. Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to
such Article or Section of this Amendment.


 


SECTION
4.3. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to
the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in
accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX
thereof.


 




     


     


    

  


SECTION
4.4. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.


 


SECTION
4.5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page of this Amendment by telecopy electronically (e.g. pdf) shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


SECTION
4.6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of
New York.


 


SECTION
4.7. Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the other Loan Documents shall
remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms.
The amendment set forth herein shall be limited precisely as provided for herein to the provisions expressly amended and shall
not be deemed to be an amendment to, consent to or modification of any other terms or provisions of the Existing Credit Agreement
or any other Loan Document or of any transaction or further or future action on the part of the Borrower which would require the
consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents. Upon and after the execution of this Amendment
by each of the parties hereto, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents
to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement as modified hereby.


  




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Amendment as of the date first above written.


 


	BORROWER:	STELLUS CAPITAL INVESTMENT CORPORATION
	 	 
	 	By:	/s/ W. Todd Huskinson
	 	Name:	W. Todd Huskinson
	 	Title:	Chief Financial Officer


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS


 




     


     


    

 


	LENDERS:	SUNTRUST BANK
	 	as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender
	 	 	 
	 	By:	/s/ Doug Kennedy
	 	Name:	Doug Kennedy
	 	Title:	Director


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS


  




     


     


    
  


	 	ZB, N.A. DBA AMEGY BANK, N.A., as a Lender
	 	 	 
	 	By: 	/s/ Jeremy A. Newsom
	 	Name:	Jeremy A. Newsom
	 	Title:	Executive Vice President


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS


 




     


     


    

 


	 	CADENCE BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Phillip Bannon
	 	Name:	Phillip Bannon
	 	Title:	Vice President


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS


 




     


     


    

 


	 	FROST BANK, as a Lender
	 	 	 
	 	By:	/s/ Jake Fitzpatrick
	 	Name:	Jake Fitzpatrick
	 	Title:	Assistant Vice President


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS


 




     


     


    

 


	 	STIFEL BANK AND TRUST, as a Lender
	 	 	 
	 	By: 	/s/ Joseph L. Sooter Jr.
	 	Name:	Joseph L. Sooter, Jr.
	 	Title:	Senior Vice President


 


SIGNATURE
PAGE TO THIRD AMENDMENT – STELLUS