EXECUTION VERSION 


 


AMENDMENT NO. 4 TO LOAN
FINANCING AND SERVICING AGREEMENT, dated as of June 9, 2014 (this “Amendment”), among TCPC Funding I, LLC, a
Delaware limited liability company (the “Borrower”), Wells Fargo Bank, National Association, as collateral agent
and collateral custodian (the “Collateral Agent”), Saratoga Funding Corp., LLC, as a conduit lender and as an
uncommitted lender (the “Conduit Lender”), Deutsche Bank AG, New York Branch, as agent for the Lender Groups
(the “Agent”) and as a committed lender (the “Committed Lender”) and Deutsche Bank AG, New
York Branch, as administrative agent (the “Administrative Agent”).


 


WHEREAS, the Borrower,
the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender and the Administrative Agent are party to the Loan Financing
and Servicing Agreement, dated as of May 15, 2013 (as amended, supplemented, amended and restated and otherwise modified from time
to time, the “Loan Agreement”); and


 


WHEREAS, the Borrower,
the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender and the Administrative Agent have agreed to amend the
Loan Agreement in accordance with the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


ARTICLE
I



Definitions


 


Defined Terms.
Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.


 


ARTICLE
II



Amendments


 


SECTION 2.1.Amendments
to Section 1.1 of the Loan Agreement. Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Facility
Amount” and inserting in lieu thereof the following:


 


““Facility
Amount” means (a) prior to the earlier to occur of August 13, 2013 and the end of the Revolving Period, $25,000,000,
(b) on and after August 13, 2013 and prior to the earlier to occur of September 10, 2013 and the end of the Revolving Period, $50,000,000,
(c) on and after September 10, 2013 and prior to the earlier to occur of March 15, 2014 and the end of the Revolving Period, $100,000,000,
(d) on and after March 15, 2014 and prior to the earlier to occur of June 9, 2014 and the end of the Revolving Period, $150,000,000,
(e) on and after June 9, 2014 and prior to the end of the Revolving Period, $200,000,000, unless this amount is permanently reduced
pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (f) after
the end of the Revolving Period, the Advances outstanding.”




    	 



    	 



    

SECTION 2.2.Amendment
to Section 2.8 of the Loan Agreement. Section 2.8 of the Loan Agreement is hereby amended by deleting “$200,000,000.00”
where it appears therein and inserting “$250,000,000.00” in lieu thereof.


 


SECTION 2.3.Amendment
to Signature Pages to the Loan Agreement. The signature page of Deutsche Bank AG, New York Branch, as Committed Lender, on
and after June 9, 2014 shall be replaced with its signature page hereto.


 


ARTICLE
III



Conditions to Effectiveness


 


SECTION 3.1.This
Amendment shall become effective as of the date first written above upon the satisfaction of the following conditions:


 


(a)the
execution and delivery of this Amendment by the Borrower, the Collateral Agent, the Conduit Lender, the Agent, the Committed Lender
and the Administrative Agent;


 


(b)the
Administrative Agent’s receipt of a legal opinion of Sutherland Asbill & Brennan LLP, counsel for the Borrower and the
Investment Manager, in form and substance reasonably satisfactory to the Administrative Agent covering such matters as the Administrative
Agent may reasonably request;


 


(c)the
Administrative Agent’s receipt of a good standing certificate for the Borrower issued by the applicable Office Body of its
jurisdiction of organization and a certified copy of the resolutions of the board of managers (or similar items) of the Borrower
approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary; and


 


(d)the
execution and delivery of Amendment No. 3 to Fee Letter by the Borrower and the Administrative Agent.


 


ARTICLE
IV



Miscellaneous


 


Governing Law.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




    	 



    	 



    

Severability Clause.
In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Ratification.
Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.


 


Counterparts.
The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and
the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective
as delivery of a manually executed counterpart hereof.


 


Headings. The
headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.


 


[Signature pages follow]




    	 



    	 



    

IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first written above.


 


	 	
        TCPC FUNDING I, LLC, as Borrower

         

        By: Tennenbaum Capital Partners, LLC

        Its: Investment Manager

         

	 	By:_/s/ David Hollander_____________________

    Name: David Hollander
 Title: Managing Partner


 




    	 



    	 



    

 


	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
	 	By:_/s/ Amit Patel_________________


                                                     

                                                    Name: Amit Patel


                                                                                Title: Director

                                                                                 

                                                                                 

	 	
        By:____________

        Name:

        Title:

         

         

         



 




    	 



    	 



    

 


	 	
        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral
        Agent and as Collateral Custodian

        

	 	By:_/s/ Michael Roth_____________________

    Name: Michael Roth

    Title: V.P.


 






    	 



    	 



    

 


 


	 	SARATOGA FUNDING Corp., LLC, as Conduit Lender and as Uncommitted Lender
	 	By:_/s/ Irina Khaimova____________________

    Name: Irina Khaimova

    Title: Vice President


 




    	 



    	 



    

 


	Commitment: Initially, $25,000,000, on and after August 13, 2013 and prior to September 10, 2013, $50,000,000, on and after September 10, 2013 and prior to March 15, 2014, $100,000,000, on and after March 15, 2014 and prior to June 9, 2014, $150,000,000, and on and after June 9, 2014, $200,000,000	DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent and as a Committed Lender
	 	By:_/s/ Amit Patel_______________________

    Name: Amit Patel

    Title: Director
	 	
        By:________________

        Name:

        Title: