Exhibit 10.2(c)
**THIRD AMENDMENT TO CREDIT AGREEMENT**
     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the ***“Amendment”***) is entered intoas of May 28, 2004, by and among **ALLIED CAPITAL CORPORATION**, a corporationorganized under the laws of the State of Maryland (***“Borrower”***), **WESTLB AG, NEWYORK BRANCH (*****“WestLB”*****), and BANK OF AMERICA, N.A.**, as Administrative Agent (insuch capacity, the ***“Administrative Agent”***) for the Lenders under the CreditAgreement (hereinafter defined).
**R E C I T A L S**
     A. Borrower, Administrative Agent, and certain other Agents and Lendersare parties to that certain Third Amended and Restated Credit Agreement datedas of April 18, 2003, as amended by that certain First Amendment to CreditAgreement dated as of October 6, 2003, and as further amended by that certainSecond Amendment to Credit Agreement dated as of December 17, 2003 (the ***“CreditAgreement”***). Unless otherwise indicated herein, all terms used with theirinitial letter capitalized are used herein with their meaning as defined in theCredit Agreement; all Section references are to Sections in the CreditAgreement; and all Paragraph references are to Paragraphs in this Amendment.
     B. Pursuant to and in accordance with ***Section 2.13***, Borrower has requestedan increase in the aggregate Commitments under the Credit Agreement byrequesting WestLB to become a Lender with a Commitment of $20,000,000 (the***“Supplemental Commitment”***).
     C. Subject to and upon the following terms and conditions, WestLB hasagreed to the Supplemental Commitment, and Administrative Agent has agreed tothe addition of WestLB as a Lender.
     D. Accordingly, in accordance with the requirements of ***Sections 2.13***and***12.5***and subject to and upon the following terms and conditions, Borrower,Administrative Agent, and WestLB are entering into this Amendment (i) to addWestLB as a *“Lender”*with a Commitment of $20,000,000, pursuant to ***Section 2.13***of the Credit Agreement, and (ii) to amend ***Schedule 2***to the Credit Agreementto reflect the Supplemental Commitment.
     NOW, THEREFORE, in consideration of the premises and other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, Borrower, WestLB, and Administrative Agent agree, as follows:
**PARAGRAPH 1**. **AMENDMENTS TO CREDIT AGREEMENT**.
**1.1 Supplemental Commitment and Consent to New Lender**.
     (a) Pursuant to ***Section 2.13***, effective on and after the AmendmentEffective Date (hereinafter defined), (i) WestLB agrees to be a Lender havingthe Commitment set forth opposite its name on ***Annex A***hereto. Accordingly,each Lender’s Commitment Percentage (and to the extent any Letters of Creditare issued and outstanding on the Amendment Effective Date, all participationsby Lenders in the LC Subfacility) shall be recalculated to reflect the newproportionate share of the revised total Commitments as stated on ***Annex A***. Asof the Amendment Effective Date, WestLB shall be deemed irrevocably andunconditionally to have purchased, without recourse or warranty, an undividedinterest and participation in such Letters of Credit in an amount equal to itsCommitment Percentage as stated on ***Annex A***.
     (b) Borrower shall prepay all Revolving Loans (if any) outstanding on theAmendment Effective Date (and pay any additional amounts required to be paid toany Lender pursuant to ***Section 4.5***,
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unless waived by such Lender) to the extent necessary to keep theRevolving Loans ratable with the revised Commitment Percentages arising fromthe non-ratable increase in the aggregate Commitments pursuant to this***Paragraph 1.1***. If any Revolving Loans are prepaid on the Amendment EffectiveDate as required hereby, then, notwithstanding anything to the contrary setforth in the definition of *“Interest Period,”*Eurodollar Loans made during thethirty day period immediately following the Amendment Effective Date may havedurations commencing on the date such Eurodollar Loan is made and ending on thedate 7 or 14 days thereafter.
     (c) On the Amendment Effective Date, WestLB shall be entitled to therights and benefits and subject to the duties of a Lender under the LoanDocuments.
     (d) By execution hereof, Administrative Agent and Borrower consent to theaddition of WestLB as a ***“Lender”***under the Loan Documents.
**1.2 Definitions and Terms**. On and after the Amendment Effective Date(hereinafter defined), (i) each reference to *“Lender”*or *“Lenders”*in theCredit Agreement and the related Loan Documents shall include WestLB, and (ii)each reference to ***Schedule 2***shall be to the ***Revised Schedule 2***as set forth on***Annex A***, as the same may hereafter be amended or modified in accordance withthe Loan Documents.
**1.3 Confirmations and Agreements of WestLB**. WestLB (a) confirms that it hasreceived a copy of the Credit Agreement, *together with* copies of theconsolidated balance sheets of Borrower and its Consolidated Subsidiaries mostrecently delivered under the Credit Agreement and such other documents andinformation as it has deemed appropriate to make its own credit analysis anddecision to enter into this Amendment, including, without limitation, thetransaction contemplated in this ***Paragraph 1;***and (b) agrees that it will,independently and without reliance upon the Administrative Agent or any Lender,and based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit decisions in taking or not taking actionunder the Credit Agreement. Furthermore, WestLB (i) appoints and authorizesAdministrative Agent to take such action as *“Administrative Agent”*on itsbehalf and to exercise such powers and discretion under the Credit Agreement asare delegated to Administrative Agent by the terms thereof, together with suchpowers and discretion as are reasonably incidental thereto; (ii) agrees that itwill perform in accordance with their terms all of the obligations that by theterms of the Credit Agreement are required to be performed by it as a Lender;and (iii) shall deliver to Administrative Agent any U.S. Internal RevenueService or other forms required under ***Section 4.6***of the Credit Agreement.
**1.5 Noteless Transaction**. If requested by WestLB pursuant to ***Section 2.11(b),***Borrower shall execute and deliver to WestLB a Revolving Note reflecting theCommitment of WestLB, after giving effect to the Supplemental Commitmentcontemplated and effected in accordance with ***Paragraph 1.***
**PARAGRAPH 2**. **AMENDMENT EFFECTIVE DATE**. This Amendment shall be binding uponthe Administrative Agent, Borrower, WestLB, and each other Lender on the lastday (the ***“Amendment Effective Date”***) upon which (a) counterparts of thisAmendment shall have been executed and delivered to Administrative Agent byBorrower, Administrative Agent, and WestLB, or when Administrative Agent shallhave received, telecopied, telexed, or other evidence satisfactory to it thatall such parties have executed and are delivering to Administrative Agentcounterparts thereof; (b) the Revolving Note (if previously requested byWestLB) is executed by Borrower and delivered in accordance with ***Paragraph 1.5***hereof; (c) Borrower shall have paid to Administrative Agent (for distributionto WestLB) the upfront fee payable to WestLB in the amount set forth as the***“Third Amendment Upfront Fee”***on ***Annex A***for WestLB; (d) Borrower shall haverepaid all outstanding Revolving Loans, to the extent any such Revolving Loansare outstanding (without giving effect to any Revolving Loans made after theeffectiveness of this Amendment); (e) Borrower shall have delivered toAdministrative Agent copies 2**Third Amendment to Credit Agreement**
 

 

(certified by the Secretary or Assistant Secretary of Borrower) of allcorporate action taken by Borrower to authorize the execution, delivery, andperformance of this Amendment, and any related Debt incurrence; and (f)Borrower shall have delivered to Administrative Agent an opinion of SutherlandAsbill & Brennan LLP, counsel to Borrower, addressed to Administrative Agentand Lenders, in form and substance reasonably acceptable to AdministrativeAgent.
**PARAGRAPH 3**. **REPRESENTATIONS AND WARRANTIES**. As a material inducement toWestLB and Administrative Agent to execute and deliver this Amendment, Borrowerhereby represents and warrants to WestLB and Administrative Agent (with theknowledge and intent that such parties are relying upon the same in enteringinto this Amendment) the following: (a) the representations and warranties inthe Credit Agreement and in all other Loan Documents are true and correct onthe date hereof in all material respects, as though made on the date hereof,except to the extent that such representations and warranties expressly relatesolely to an earlier date (in which case such representations and warrantiesshall have been true and accurate as of such earlier date); (b) no Default orEvent of Default exists under the Loan Documents or will exist after givingeffect to the transactions contemplated by this Amendment; (c) Borrower has theright and power, and has taken all necessary action to authorize it to borrowunder the Credit Agreement, as further amended by this Amendment (the ***“AmendedFacility”***); (d) Borrower has the right and power, and has taken all necessaryaction to authorize it to execute, deliver, and perform this Amendment inaccordance with its terms and to consummate the transaction contemplatedhereby; (e) this Amendment has been duly executed and delivered by the dulyauthorized officers of Borrower, and is a legal, valid, and binding obligationof Borrower, enforceable against it in accordance with its terms; and (f) theexecution, delivery and performance of this Amendment in accordance with itsterms, and the borrowings under the Amended Facility do not and will not, bythe passage of time, the giving of notice, or otherwise: (i) require anyGovernmental Approval, *other than*such as have been obtained and are in fullforce and effect, or violate any Applicable Law (including all EnvironmentalLaws) relating to Borrower or any Subsidiary; (ii) conflict with, result in abreach of, or constitute a default under the articles of incorporation or thebylaws of Borrower or the organizational documents of any Subsidiary, or anyindenture, agreement, or other instrument to which Borrower or any Subsidiaryis a party or by which it or any of its respective properties may be bound; or(iii) result in or require the creation or imposition of any Lien upon or withrespect to any property now owned or hereafter acquired by Borrower or anySubsidiary.
**PARAGRAPH 4**. **MISCELLANEOUS**.
**4.1 Effect on Loan Documents**. The Credit Agreement and all related LoanDocuments shall remain unchanged and in full force and effect, except asprovided in this Amendment, and are hereby ratified and confirmed. On andafter the Amendment Effective Date, all references to the *“Credit Agreement”*orthe *“Agreement”*shall be to the Credit Agreement as herein amended. Theexecution, delivery, and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any rights of the Lendersunder the Credit Agreement or any Loan Documents, nor constitute a waiver underthe Credit Agreement or any other provision of the Loan Documents.
**4.2 Reference to Miscellaneous Provisions**. This Amendment and the otherdocuments delivered pursuant to this Amendment are part of the Loan Documentsreferred to in the Credit Agreement, and the provisions relating to LoanDocuments set forth in ***Section 12***are incorporated herein by reference the sameas if set forth herein verbatim.
**4.3 Costs and Expenses**. Borrower agrees to pay promptly the reasonable feesand expenses of counsel to Administrative Agent for services rendered inconnection with the preparation, negotiation, reproduction, execution, anddelivery of this Amendment.
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**4.4****Counterparts**. This Amendment may be executed in a number of identicalcounterparts, each of which shall be deemed an original for all purposes, andall of which constitute, collectively, one agreement; but, in making proof ofthis Amendment, it shall not be necessary to produce or account for more thanone such counterpart. It is not necessary that all parties execute the samecounterpart so long as identical counterparts are executed by Borrower,Administrative Agent, and WestLB.
**4.5 Entirety**. **THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THEPARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORALAGREEMENTS AMONG THE PARTIES**.
**4.6 Parties**. This Amendment binds and inures to Borrower, AdministrativeAgent, WestLB, the other Lenders, and their respective successors and assigns.
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment inmultiple counterparts as of the respective dates indicated on each signaturepage hereof, but effective as of the Amendment Effective Date.
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