The information included under Item 2.03 below is incorporated by reference into this Item 1.01.

On January 31, 2008, TICC Capital Corp. (the “Company”) entered into a Third Amendment (the “Third Amendment”) to its existing Amended and Restated Credit Agreement (the “Credit Agreement”) extending the termination date (the “Termination Date”) of the Credit Agreement from April 11, 2008 to January 29, 2009. Royal Bank of Canada (“RBC”) remains agent under the Credit Agreement and each of RBC and Branch Banking & Trust Company remain a lender with a commitment of $75,000,000, for a total commitment of $150,000,000 (which is a reduction from $180,000,000 as a result of the removal of Commerzbank AG as a lender). The Company has not historically utilized an amount of the Credit Agreement exceeding $150,000,000. Under the terms of the Third Amendment, drawdowns will continue to bear interest on the same terms as the previous arrangement, which is generally 1.75% over LIBOR. The Third Amendment also adds certain additional financial covenants applicable to the Company. In addition, the Company has agreed to pay a fee equal to 0.25% of the commitment amount available under the Credit Agreement on a quarterly basis through the Termination Date.

A copy of the Third Amendment is attached hereto as Exhibit 10.1. Except as set forth above, the Third Amendment did not otherwise materially amend the terms and conditions of the Credit Agreement. On February 5, 2008, the Company issued a press release announcing the Third Amendment. A copy of the press release is attached hereto as Exhibit 99.1.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.