First Amendment to Purchase and Contribution Agreement, dated as of January 16, 2018, between PennantPark Floating Rate Capital Ltd., as the seller, and PennantPark Floating Rate Funding I, LLC, as the buyer

EXHIBIT 10.4

First Amendment to Purchase and Contribution Agreement

January 16, 2018

Reference is hereby made to (i) that certain Purchase and Contribution Agreement, dated as of June 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Purchase Agreement”), by and among PennantPark Floating Rate Funding I, LLC, a Delaware limited liability company, as buyer (in such capacity, together with its permitted successors and assigns, the “Buyer”), and PennantPark Floating Rate Capital Ltd., a Maryland corporation, as the seller (together with its permitted successors and assigns, the “Seller”), and (ii) that certain Third Amended and Restated Revolving Credit and Security Agreement, dated as of May 22, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among PennantPark Floating Rate Funding I, LLC, a Delaware limited liability company, as borrower (in such capacity, together with its permitted successors and assigns, the “Borrower”); PennantPark Investment Advisers, LLC, a Delaware limited liability company, as the collateral manager (together with its permitted successors and assigns, the “Collateral Manager”), the Lenders from time to time party thereto (the “Lenders”); SunTrust Bank, as administrative agent for the Secured Parties (as defined in the Agreement) (in such capacity, together with its successors and assigns, the “Administrative Agent”), SunTrust Bank, as the swingline lender (the “Swingline Lender”), U.S. Bank National Association, as collateral agent for the Secured Parties (as defined in the Agreement) (in such capacity, together with its successors and assigns, the “Collateral Agent”); U.S. Bank National Association, as custodian (in such capacity, together with its successors and assigns, the “Custodian”); U.S. Bank National Association, as collateral administrator (in such capacity, together with its successors and assigns, the “Collateral Administrator”); and U.S. Bank National Association, as backup collateral manager (in such capacity, together with its successors and assigns, the “Backup Collateral Manager”).  Certain capitalized terms used and not otherwise defined herein, and certain rules of construction, have the meanings assigned thereto in the Purchase Agreement or, if not defined therein, in the Loan Agreement.

Preliminary Statements

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Effective as of the date hereof, the Purchase Agreement is hereby amended by:

The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, the Seller may direct that a Transferred Loan be titled directly into the name of the Buyer, and/or that any document or assignment agreement (or, in the case of any Underlying Note, any chain of endorsement) required to be executed and delivered in connection with (a) the acquisition of a Transferred Loan as a lender at the closing thereof may be executed and delivered directly by the Buyer at the direction of the Seller or (b) the transfer of a Transferred Loan in accordance with the terms of the Related Documents may reflect that any third party from whom the Seller may purchase a Transferred Loan is assigning such Transferred Loan directly to the Buyer.  Nothing in any such document or assignment agreement (or, in the case of any Underlying Note, nothing in such chain of endorsement) shall be deemed to impair the transfers of the related Transferred Loan by the Seller to the Buyer in accordance with the terms of this Agreement.”

This Agreement and the rights and obligations of the parties hereunder may not be amended, waived or changed orally, but only by an instrument in writing signed by the Buyer and the Seller and, for so long as the Credit Agreement remains in effect, with the consent of the Administrative Agent and the Required Lenders.”

[Signature Pages To Follow]

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In Witness Whereof, the parties hereto have caused this amendment agreement to be executed and delivered by their duly authorized officers as of the date hereof.

PennantPark Floating Rate Funding I, LLC, as Buyer

By: /s/ Aviv Efrat

PennantPark Floating Rate Capital Ltd., as Seller

By: /s/ Aviv Efrat

[Signature Page to Amendment Agreement]

Consented to and Agreed by:

SunTrust Bank,
as Administrative Agent

By: /s/ Jason Meyer

[Signature Page to Amendment Agreement]

SunTrust Bank, as a Lender

By: /s/ Jason Meyer

[Signature Page to Amendment Agreement]

“Lenders”

Goldman Sachs Bank USA, as Lender

By: /s/ Chris Lam

Morgan Stanley Bank, N.A., as Lender

By: /s/ Emanuel Ma

Capital One, N.A., as Lender

By: /s/ Young Son

City National Bank, as Lender

By: /s/ Jeffrey Feinberg

Comerica Bank, as Lender

By: /s/ Timothy O’Rourke

Bank of New York Mellon, as Lender

By: /s/ James L. Behrmann

Société Générale, as Lender

By: /s/ Julien Thinat

Mountcliff Funding LLC, as a related         CP Conduit

By: /s/ Josh Borg

[Signature Page to Amendment Agreement]

Stifel Bank & Trust, as Lender

By: /s/ Joseph L. Sooter, Jr.

State Bank and Trust Company, as Lender

By: /s/ Wes Reagan

[Signature Page to Amendment Agreement]