COMMITMENT INCREASE LETTER AGREEMENT


 


THIS COMMITMENT
INCREASE LETTER AGREEMENT, dated as of July 30, 2013 (this “Letter Agreement”), is among Stellus Capital
Investment Corporation, as borrower (the “Borrower”), Cadence Bank, N.A., as a lender (“Cadence”),
State Street Bank and Trust Company, as a lender (“State Street”), Amegy Bank, N.A., as a lender (“Amegy”
and, together with Cadence, State Street and Amegy, collectively, the “Increasing Lenders”) and SunTrust Bank,
as a Lender (“SunTrust”) and as administrative agent (the “Administrative Agent”).


 


WHEREAS, the Borrower,
the Increasing Lenders and certain other lenders from time to time party thereto and the Administrative Agent are parties to the
Senior Secured Revolving Credit Agreement, dated as of November 13, 2012 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”);


 


WHEREAS, (a) the Borrower
has requested that the Commitments (as defined in the Credit Agreement) be increased from $115,000,000 to $135,000,000 pursuant
to Section 2.08(e) of the Credit Agreement, (b) the Borrower has requested that the other parties hereto agree to waive certain
notice requirements in Section 2.08(e)(i) of the Credit Agreement, (c) each Increasing Lender has agreed to increase such Increasing
Lender’s Commitment (as defined in the Credit Agreement).


 


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


 


ARTICLE
1.

DEFINITIONS


 


Capitalized terms for which meanings are
provided in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Letter Agreement
with such meanings.


 


ARTICLE
2.

NOTICE OF Commitment Increase request


 


Pursuant to Section 2.08(e) of the Credit
Agreement, the Borrower hereby irrevocably requests that the Commitments be increased from $115,000,000 to $135,000,000 (the “Commitment
Increase”) on the date hereof.


 


ARTICLE
3.


WAIVER


 


3.1Waiver.
The Borrower has requested that the Administrative Agent and the Increasing Lenders (acting as the Required Lenders) waive compliance
with certain requirements related to the Commitment Increase that are set forth in Section 2.08(e)(i) of the Credit Agreement for
purposes of effectuating the Commitment Increase under this Letter Agreement. By this Letter Agreement, the Administrative Agent
and the Increasing Lenders (acting as the Required Lenders) hereby waive the following for purposes of effectuating the Commitment
Increase under this Letter Agreement:


 




    	 



    	 



    

 


 


(a)the
requirement set forth in Section 2.08(e)(i) of the Credit Agreement that the Borrower provide 10 Business Days’ notice of
any commitment increase request to the Lenders;


 


(b)the requirement
set forth in Section 2.08(e)(i) of the Credit Agreement that the Borrower provide three Business Days’ notice to the Administrative
Agent of (i) the Lenders that have agreed to the Commitment Increase and (ii) the date on which the Commitment Increase will become
effective; and


 


(c)the requirement
set forth in Section 2.08(e)(i)(A) of the Credit Agreement that the minimum amount of the Commitment of any Assuming Lender, and
the minimum amount of the increase of the Commitment of any Increasing Lender, as part of such Commitment Increase shall be $10,000,000
or a larger multiple of $5,000,000 in excess thereof.


 


3.2The Administrative
Agent and the Increasing Lenders hereby fully preserve all their rights, powers, and remedies against the Borrower. Other than
as expressly set forth herein, nothing contained herein is or shall be deemed to be a waiver or abandonment of any Event of Default
(whether presently or subsequently existing) or any rights or remedies available to the Administrative Agent or any Lender under
the Loan Documents, applicable law, or otherwise, each of which rights, powers, or remedies is hereby specifically and expressly
reserved, including the right to seek judgment against any Obligor and/or any other person or entity or to take any other action
permitted under the Loan Documents and/or applicable law. Without limiting the generality of the foregoing, (a) the Borrower acknowledges
and agrees that this Letter Agreement is not intended to, nor shall it, establish any course of dealing among the Borrower, the
Administrative Agent, and the Lenders, or any thereof, that is inconsistent with the express terms of the Loan Documents; and (b)
nothing contained herein shall be deemed to constitute on the part of the Administrative Agent or the Increasing Lender of any
commitment or agreement to enter into any further waiver, amendment, extension, or other modification.


 


ARTICLE
4.

AGREEMENT TO INCREASE COMMITMENTS


 


Effective upon the
satisfaction of the conditions set forth in Sections 2.08(e)(i) and (ii) of the Credit Agreement, except for any conditions that
have been expressly waived pursuant to this Letter Agreement:


 


4.1Cadence Commitment
Increase. Cadence hereby agrees to increase its Dollar Commitment from $25,000,000 to $30,000,000.


 


4.2State Street
Commitment Increase. State Street hereby agrees to increase its Multicurrency Commitment from $25,000,000 to $30,000,000.


 


4.3Amegy Commitment
Increase. Amegy hereby agrees to increase its Dollar Commitment from $20,000,000 to $30,000,000.


 




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ARTICLE
5.


BORROWER COMMITMENT INCREASE CERTIFICATIONS


 


Pursuant to Section 2.08(e)(i) of the Credit
Agreement, the Borrower hereby certifies as of the date hereof that:


 


5.1No Default.
No Default has occurred and is continuing.


 


5.2Representations
and Warranties. The representations and warranties contained in the Credit Agreement are be true and correct in all material
respects (or, in the case of any portion of the representations and warranties already subject to a materiality qualifier, true
and correct in all respects) on and as of the date hereof as if made on and as of the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, as of such specific date).


 


ARTICLE
6.

CONDITIONS PRECEDENT


 


This Letter Agreement shall become effective
on the date when the Administrative Agent shall have received counterparts of this Letter Agreement duly executed and delivered
on behalf of each of the parties hereto.


 


ARTICLE
7.

MISCELLANEOUS


 


7.1Binding Obligation.
(a) This Letter Agreement shall be binding on the parties hereto and their respective successors and assigns.


 


(b)Except as expressly
waived by this Letter Agreement, all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect.


 


(c)This Letter
Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed and administered in accordance with
all of the terms and provisions of the Credit Agreement.


 


7.2Counterparts.
This Letter Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall be taken together as one agreement. Delivery of an executed counterpart of a signature page to this letter
agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Letter Agreement.


 


7.3Governing
Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


7.4Headings.
Section headings in this Letter Agreement are included herein for convenience of reference only and shall not constitute a part
of this Letter Agreement for any other purpose.


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Letter Agreement to be executed by their respective officers thereunto duly authorized as of the date first written
above.


 


 


STELLUS CAPITAL INVESTMENT CORPORATION, as Borrower


 


 


By: /s/ W. Todd Huskinson

Name: W. Todd Huskinson

Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary


 




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SUNTRUST BANK, as Administrative Agent


 


 


By: /s/ Doug Kennedy

Name: Doug Kennedy

Title: Vice President


 




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CADENCE BANK, N.A., as an Increasing Lender


 


 


By: /s/ C. Ross Bartley

Name: C. Ross Bartley

Title: Executive Vice President


 




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STATE STREET BANK AND TRUST COMPANY, as an Increasing
Lender


 


 


By: /s/ John T. Daley

Name: John T. Daley

Title: Vice President


 




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AMEGY BANK, N.A., as an Increasing Lender


 


 


By: /s/ Kelly Nash

Name: Kelly Nash

Title: Vice President


 








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