consolidated basis in accordance with GAAP and denominated in U.S. dollars after givingeffect to the applicable Exchange Rate; provided, that solely until May 1, 2010,Amzak Guarantee Indebtedness and ESPI Guarantee Indebtedness shall not be included in thecalculation of Consolidated Debt.          “Eligible Debt Investments” Investments in senior debt, subordinated debt andjunior subordinated debt that have been purchased or otherwise acquired by the Company or aConsolidated Subsidiary in the ordinary course of business; provided, that no suchInvestment shall be an Eligible Debt Investment unless (a) such Investment is (i) evidencedby an instrument or agreement that has been duly authorized, executed and delivered and isenforceable against the obligor thereof or (ii) in the form of a participation;provided, that the aggregate amount of Investments that may constitute Eligible DebtInvestments shall not exceed 7.5% of Total Assets at any time, (b) such Investment, ifapplicable, is denominated and payable either in (1) United States dollars or (2) thecurrency of a jurisdiction other than the United States of America, provided, thatthe aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) ofthe definition of Eligible Equity Investments shall not exceed the maximum amount permittedunder applicable law, including, without limitation, the Investment Company Act and theCode, (c) such Investment is not subject to any Lien and, if such Investment is owned by aConsolidated Subsidiary, the Company shall not have pledged or otherwise encumbered thestock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) exceptas set forth on Schedule II hereto, such Investment has a minimum cash coupon of at leastthe lesser of (1) 6% per annum and (2) the Eurodollar Base Rate plus 3% per annum, (e) noright of rescission, set-off, counterclaim, defense or other material dispute has beenasserted with respect to such Investment, (f) the obligor in respect of such Investment isnot (1) an individual, (2) the subject of a Bankruptcy Event (other than with respect to anInvestment in the form of debtor-in-possession financing provided to such obligor under theBankruptcy Code) or (3) a party to a Defaulted Investment and (g) the obligor in respect ofsuch Investment is (1) organized or incorporated under the laws of the United States ofAmerica or (2) organized or incorporated under the laws of a jurisdiction other than theUnited States of America, provided, that (x) the aggregate amount of Investmentspermitted under this subclause (2) and clause (f)(2) of the definition of Eligible EquityInvestments shall not exceed 25% of Total Assets at any time and (y) no single Investmentpermitted under this subclause (2) and clause (f)(2) of the definition of Eligible EquityInvestments shall exceed 15% of Total Assets at any time. It is understood that solely forthe purpose of determining compliance with Section 6.1(d), Vitality Preferred shall bedeemed an Eligible Debt Investment in an aggregate principal amount of up to $10,000,000.          “Eurodollar Base Rate” with respect to each day during each Interest Period,the rate per annum determined on the basis of the rate for deposits in Dollars for a periodequal to such Interest Period commencing on the first day of such Interest Period appearingon Page 3750 of the Telerate screen as of 11:00 a.m., London time, two Business Days priorto the beginning of such Interest Period; provided that in no event shall theEurodollar Rate be less than 1.25% per annum. In the event that such rate does not appear onPage 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar BaseRate” for purposes of this definition shall be determined by reference to such othercomparable publicly available service for displaying eurodollar rates as may be selected bythe Administrative Agent.          “Maturity Date” the seventh anniversary of the Closing Date.          (b) *Section 1.1 (Defined Terms)*is hereby amended by inserting among the existingdefined terms therein in alphabetical order the following defined term:
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          “Additional Permitted Guarantee Request” a written request made by theBorrowers to the Administrative Agent, from time to time, in the form of Exhibit G, andotherwise in form and substance satisfactory to the Administrative Agent, that a Borrower bepermitted to enter into a Guarantee Obligation on behalf of a Portfolio Company and thatsuch Guaranty Obligation be added to Schedule 6.2(d) pursuant to Section 6.2(d);provided, that any Additional Permitted Guarantee Request shall be sent to theAdministrative Agent at least 10 Business Days prior to the proposed date of the requestedGuarantee Obligation; provided, further, that the Administrative Agent mayreject any Additional Permitted Guarantee Request in its sole discretion for any reason.          (c) *Section 6.1(b) (Interest Coverage Ratio)*is hereby amended and restated in itsentirety as follows:          (b) Interest Coverage Ratio. Permit the ratio of EBIT (excluding any interestor other income received on account of the BB&T Investments) to Interest Expense (excludingall Interest Expense related to the Indebtedness pursuant to the BB&T Credit Facility) ofthe Company and its Consolidated Subsidiaries, determined on a consolidated basis as of thelast day of each fiscal quarter for the period of four consecutive fiscal quarters ended onsuch day, to be less than 1.75 to 1.0.          (d) *Section 6.1(d) (Asset Coverage)*is hereby amended and restated in its entirety asfollows:          (i) Permit the ratio of Total Assets (excluding (x) any BB&T Investmentsin the BB&T Account and (y) with respect to Eligible Debt Investments or Eligible EquityInvestments, collectively, any Investments in any issuer or obligor organized orincorporated in under the laws of a jurisdiction other than the United States of America inexcess of 25% of the aggregate amount of Total Assets) to Consolidated Debt (excluding allIndebtedness pursuant to the BB&T Credit Facility) to be less than 2.5 to 1.0 as of the lastday of any fiscal quarter; provided, that with respect to Guarantee Obligationsincurred by the Company or its Subsidiaries permitted under this Agreement, upon receipt bythe Administrative Agent of evidence that a note or other debt instrument will be issued tothe Company or such Subsidiary at the time of payment of such Guarantee Obligations, onterms satisfactory to the Administrative Agent, evidencing the amounts owing under suchGuarantee Obligation from the Person on whose behalf such Guarantee Obligation wasundertaken, the face value of such note or debt instrument shall be included in thecalculation of “Total Assets” solely for purposes of this Section 6.1(d)(i).          (ii) Permit the ratio of (1) the sum of Unrestricted Cash (excluding any BB&TInvestments that are Cash Equivalents) plus Eligible Debt Investments (excluding anyInvestments in any obligor organized or incorporated in under the laws of a jurisdictionother than the United States of America in excess of 25% of the aggregate amount of EligibleDebt Investments) to (2) Consolidated Debt (excluding all Indebtedness pursuant to the BB&TCredit Facility) to be less than 1.5 to 1.0 as of the last day of any fiscal quarter;provided, that with respect to Guarantee Obligations incurred by the Company or itsSubsidiaries permitted under this Agreement, upon receipt by the Administrative Agent ofevidence that a note or other debt instrument will be issued to the Company or suchSubsidiary at the time of payment of such Guarantee Obligations, on terms satisfactory tothe Administrative Agent, evidencing the amounts owing under such Guarantee Obligation fromthe Person on whose behalf such Guarantee Obligation was undertaken, the face value of suchnote or debt instrument shall be
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included in the calculation of “Eligible Debt Investments” solely for purposes of thisSection 6.1(d)(ii).          (e) *Section 6.2 (Limitation on Indebtedness)*is hereby amended by amending andrestating *clause (d)*as follows:          (d) Indebtedness outstanding on the Closing Date and listed on Schedule 6.2(d);provided, that Schedule 6.2(d) may be amended following the Closing Date pursuant tothe approval by the Administrative Agent of an Additional Permitted Guarantee Request;          (f) *Section 6.2 (Limitation on Indebtedness)*is hereby amended by amending andrestating *clause (g)*as follows:          (g) solely until May 1, 2010, Amzak Guarantee Indebtedness and solely until August 1,2010, ESPI Guarantee Indebtedness; and     ***Section 2. Termination of Revolving Credit Commitment***          On the Amendment Effective Date, the Revolving Credit Commitment of each Lender shall beirrevocably and permanently terminated and reduced to zero ($0) and the Total Revolving Commitmentsshall be irrevocably and permanently terminated and reduced to zero ($0). The Borrowers herebyacknowledge that immediately prior to the effectiveness of this Amendment, there are no RevolvingCredit Outstandings.     ***Section 3. Conditions Precedent to the Effectiveness of this Amendment***          This Amendment shall become effective as of the date (such date, the “Amendment EffectiveDate”) when, and only when, the Administrative Agent shall have received: (i) this Amendment,duly executed by the Borrowers, the Administrative Agent and all Lenders, (ii) payment from theBorrower, for the account of each Lender a fee equal to 0.50% of such Lender’s Term Loan Commitmentcurrently in effect and (iii) reimbursement for all its out-of-pocket costs and expenses incurredin connection with the Credit Agreement and the negotiation, preparation, execution and delivery ofthis Amendment and the transactions contemplated hereby, including, without limitation, reasonablefees and disbursements and other charges of counsel to the Administrative Agent; provided,that upon receipt of the items set forth in subclauses (i) — (iii), the amendment set forth inSection 1(f) hereof shall be effective as of December 31, 2009.     ***Section 4. Representations and Warranties***          On and as of the date hereof, after giving effect to this Amendment, the Borrowers herebyrepresent and warrant to the Administrative Agent and each Lender as follows:          (a) this Amendment has been duly authorized, executed and delivered by each Borrower andconstitutes the legal, valid and binding obligation of each Borrower, enforceable against eachBorrower in accordance with its terms, and the Credit Agreement as amended by this Amendmentconstitutes the legal, valid and binding obligation of each Borrower, enforceable against eachBorrower in accordance with its terms;          (b) each of the representations and warranties contained in *Section 3 (Representations andWarranties)*of the Credit Agreement, the other Loan Documents or in any certificate, document orfinancial or other statement furnished at any time under or in connection
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therewith is true and correct in all material respects on and as of the date hereof as if made onand as of such date and except to the extent that such representations and warranties specificallyrelate to a specific date, in which case such representations and warranties shall be true andcorrect in all material respects as of such specific date; *provided*, *however*, that referencestherein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amendedhereby;          (c) no Default or Event of Default has occurred and is continuing; and          (d) no litigation has been commenced against any Loan Party or any of its Subsidiaries seekingto restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of anyaction by any Loan Party required or contemplated by this Amendment, the Credit Agreement or anyLoan Document, in each case as amended hereby (if applicable).     ***Section 5. Fees and Expenses***     The Borrowers and each other Loan Party agree to pay on demand in accordance with the terms ofSection 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of pocket costs andexpenses of the Administrative Agent in connection with the preparation, reproduction, executionand delivery of this Amendment and all other Loan Documents entered into in connection herewith.     ***Section 6. Reference to the Effect on the Loan Documents***          (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,”“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other LoanDocuments to the Credit Agreement (including, without limitation, by means of words like“thereunder”, “thereof” and words of like import), shall mean and be a reference to the CreditAgreement as modified hereby, and this Amendment and the Credit Agreement shall be read togetherand construed as a single instrument.          (b) Except as expressly modified hereby, all of the terms and provisions of the CreditAgreement and all other Loan Documents are and shall remain in full force and effect and are herebyratified and confirmed.          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of the Lenders or theAdministrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of anyother provision of any of the Loan Documents or for any purpose except as expressly set forthherein.          (d) This Amendment shall be deemed a Loan Document.     ***Section 7. Execution in Counterparts***          This Amendment may be executed in any number of counterparts and by different parties inseparate counterpart (including by facsimile), each of which when so executed shall be deemed to bean original and all of which taken together shall constitute one and the same agreement. Signaturepages may be detached from multiple separate counterparts and attached to a single counterpart sothat all signature pages are attached to the same document. Delivery of an executed counterpart bytelecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
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     ***Section 8. Governing Law***          This Amendment shall be governed by and construed in accordance with the law of the State ofNew York.     ***Section 9. Section Titles***          The Section titles contained in this Amendment are and shall be without substantive meaning orcontent of any kind whatsoever and are not a part of the agreement between the parties hereto.     ***Section 10. Notices***          All communications and notices hereunder shall be given as provided in the Credit Agreement.     ***Section 11. Severability***          The fact that any term or provision of this Agreement is held invalid, illegal orunenforceable as to any person in any situation in any jurisdiction shall not affect the validity,enforceability or legality of the remaining terms or provisions hereof or the validity,enforceability or legality of such offending term or provision in any other situation orjurisdiction or as applied to any person.     ***Section 12. Successors***          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, theLenders, the other parties hereto and their respective successors and assigns.     ***Section 13. Waiver of Jury Trial***          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding withrespect to this Amendment or any other Loan Document.[Signature Pages Follow]
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          **In Witness**Whereof**, the parties hereto have caused this Amendment to beexecuted by their respective officers thereunto duly authorized, as of the date first writtenabove.         MVC Capital, Inc. *as Borrower*           By: /s/ Mike Tokarz           Name: Mike Tokarz    Title: Chairman           MVC Financial Services, Inc.*as Borrower*           By: /s/ Mike Tokarz           Name: Mike Tokarz    Title: Chairman  [Signature page to MVC Amendment No. 7]
 

 
         Guggenheim Corporate Funding, LLC,*as Administrative Agent*           By: /s/ Bill Hagner           Name: Bill Hagner    Title: Managing Director  [Signature page to MVC Amendment No. 7]
 

 
         Midland National Life Insurance Company,**