Exhibit 10.2





Exhibit 10.2




Execution Version




FIRST AMENDMENT TO CREDIT AGREEMENT




THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 26th day of
March, 2009, by and among MAIN STREET CAPITAL CORPORATION, a Maryland corporation, MAIN STREET
CAPITAL PARTNERS, LLC, a Delaware limited liability company, MAIN STREET EQUITY INTERESTS, INC., a
Delaware corporation, the LENDERS listed on the signature pages hereof and BRANCH BANKING AND TRUST
COMPANY, as Administrative Agent.



R E C I T A L S:




The Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into a
certain Credit Agreement dated as of October 24, 2008 (referred to herein as the “Credit
Agreement”). Capitalized terms used in this Amendment that are not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the Credit Agreement.



The Borrower and Guarantors have requested that the Administrative Agent and the Lenders amend
certain terms and conditions of the Credit Agreement. The Lenders, the Administrative Agent, the
Guarantors and the Borrower desire to so amend the Credit Agreement upon the terms and conditions
hereinafter set forth.



NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to
be legally bound hereby, agree as follows:



SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.



SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in this
Section 2.



SECTION 2.01. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is
hereby amended as follows:




(a) by amending and restating the definition of “Consolidated EBITDA” in its
entirety to read as follows:




“ “Consolidated EBITDA” means and includes, for the Borrower and the Consolidated
Subsidiaries that are Guarantors for any period, an amount equal to the sum of (a)
Consolidated Net Investment Income for such period; plus, (b) to the
extent such amounts were deducted in computing Consolidated Net Investment Income
for such period: (i) Consolidated Interest Expense for such period; (ii) income tax
expense for such period, determined on a consolidated basis in accordance with GAAP;
and (iii) Depreciation and Amortization for such period, determined on a consolidated
basis in accordance with GAAP. Notwithstanding the fact that the SBIC Entities are
not Loan Parties, the SBIC Entities shall be included for purposes of calculating
Consolidated EBITDA. ”


 


 









 






(b) by adding the following new definition in appropriate alphabetical order:




“ “Consolidated Net Investment Income” means, for any period, the net investment
income of the Borrower and the Consolidated Subsidiaries that are Guarantors set forth
or reflected on the consolidated income statement of the Borrower and its Consolidated
Subsidiaries for such period prepared in accordance with GAAP. Notwithstanding the
fact that the SBIC Entities are not Loan Parties, the SBIC Entities shall be included
for purposes of calculating Consolidated Net Investment Income. ”; and




(c) by deleting the definition of “Consolidated Net Realized Income” appearing
therein.



SECTION 2.02. Amendment to Section 5.27(d). Section 5.27(d) of the Credit
Agreement is hereby amended by replacing the defined term “Consolidated Net Realized Income”
appearing in the last sentence therein with the defined term “Consolidated Net Investment
Income”.



SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:



(a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;



(b) the fact that the representations and warranties of the Borrower and Guarantors contained
in Section 5 of this Amendment shall be true on and as of the date hereof; and



(c) the Loan Parties shall have paid all fees owing to the Administrative Agent under any fee
letter and all other fees and expenses (including, without limitation, reasonable attorney’s fees
and expenses to the extent invoiced and presented to Borrower) payable to the Administrative Agent
arising from or relating to the negotiation, preparation, execution, delivery performance or
administration of this Amendment.


 


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SECTION 4. No Other Amendment. Except for the amendments set forth above, the text
of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not
intended to effect, nor shall it be construed as, a novation. The Credit
Agreement and this Amendment shall be construed together as a single agreement. Nothing herein
contained shall waive, annul, vary or affect any provision, condition, covenant or agreement
contained in the Credit Agreement, except as herein amended, nor affect nor impair any rights,
powers or remedies under the Credit Agreement as hereby amended. The Lenders and the
Administrative Agent do hereby reserve all of their rights and remedies against all parties who may
be or may hereafter become secondarily liable for the repayment of the Notes. The Borrower and
Guarantors promise and agree to perform all of the requirements, conditions, agreements and
obligations under the terms of the Credit Agreement, as heretofore and hereby amended, and the
other Loan Documents being hereby ratified and affirmed. The Borrower and Guarantors hereby
expressly agree that (i) the Credit Agreement, as amended, and the other Loan Documents are in full
force and effect and (ii) the Liens and security interests of the Administrative Agent in the
Collateral are in full force and effect.



SECTION 5. Representations and Warranties. The Borrower and the Guarantors hereby
represent and warrant to each of the Lenders as follows:



(a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing on the date hereof.



(b) The Borrower and Guarantors have the power and authority to enter into this Amendment and
to do all acts and things as are required or contemplated hereunder to be done, observed and
performed by them.



(c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and Guarantors and constitutes the legal, valid and binding
obligations of the Borrower and Guarantors enforceable against them in accordance with its terms,
provided that such enforceability is subject to general principles of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of creditor’s rights generally.



(d) The execution and delivery of this Amendment and the performance by the Borrower and
Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any
Guarantor, are not in contravention of or in conflict with the articles of incorporation, bylaws or
other organizational documents of the Borrower, or any Guarantor that is a corporation, the
articles of organization or operating agreement of any Guarantor that is a limited liability
company, or the provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assets
or properties of the Borrower and Guarantors are or may become bound.



SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.


 


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SECTION 7. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.




SECTION 8. Effective Date. This Amendment shall be effective as of April 1, 2009.



SECTION 9. Loan Document. This Amendment is a Loan Document and is subject to all
provisions of the Credit Agreement applicable to Loan Documents, all of which are incorporated in
this Amendment by reference the same as if set forth in this Amendment verbatim.



[The remainder of this page intentionally left blank.]





 


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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.



	 	 	 	 	 
	 	MAIN STREET CAPITAL CORPORATION

 	 
	 	By:  	/s/ Todd A. Reppert
 	 
	 	 	Name:  	Todd A. Reppert 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	[CORPORATE SEAL]



MAIN STREET CAPITAL PARTNERS, LLC

 	 
	 	By:  	/s/ Rodger Stout
 	 
	 	 	Name:  	Rodger Stout 	 
	 	 	Title:  	Chief Financial & Administrative Officer 	 
	 
	 	[CORPORATE SEAL]



MAIN STREET EQUITY INTERESTS, INC.

 	 
	 	By:  	/s/ Rodger Stout
 	 
	 	 	Name:  	Rodger Stout 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	[CORPORATE SEAL]
 	 



First Amendment to Credit Agreement




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY,

as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Greg Drabik	 	(SEAL)
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Greg Drabik	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






First Amendment to Credit Agreement




 


 









 







	 	 	 	 	 	 	 	 	 
	 	 	COMPASS BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jason Consoli	 	(SEAL)
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jason Consoli	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 






First Amendment to Credit Agreement