**Exhibit 10.2(a)****FIRST AMENDMENT TO CREDIT AGREEMENT**     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the ***“Amendment”***) is entered into as of November 4,2005, by and among **ALLIED CAPITAL CORPORATION**, a corporation organized under the laws of the Stateof Maryland (***“Borrower”***), **SUNTRUST BANK**(***“SunTrust”***), and **BANK OF AMERICA, N.A.**, as AdministrativeAgent (in such capacity, the ***“Administrative Agent”***) for the Lenders under the Credit Agreement(hereinafter defined).**R E C I T A L S**     A. Borrower, Administrative Agent, and certain other Agents and Lenders are parties to thatcertain Credit Agreement dated as of September 30, 2005 (the ***“Credit Agreement”***). Unless otherwiseindicated herein, all terms used with their initial letter capitalized are used herein with theirmeaning as defined in the Credit 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 requested an increase in theaggregate Commitments under the Credit Agreement by requesting SunTrust to become a Lender with aCommitment of $50,000,000 (the ***“Supplemental Commitment”***).     C. Subject to and upon the following terms and conditions, SunTrust has agreed to theSupplemental Commitment, and Administrative Agent has agreed to the addition of SunTrust as aLender.     D. Accordingly, in accordance with the requirements of ***Sections 2.13***and ***12.5***and subject toand upon the following terms and conditions, Borrower, Administrative Agent, and SunTrust areentering into this Amendment (i) to add SunTrust as a *“Lender”*with a Commitment of $50,000,000,pursuant to ***Section 2.13***of the Credit Agreement, and (ii) to amend ***Schedule 2***to the CreditAgreement to reflect the Supplemental Commitment.     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, Borrower, SunTrust, and AdministrativeAgent 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 Amendment Effective Date (hereinafterdefined), (i) SunTrust agrees to be a Lender having the Commitment set forth opposite its name on***Annex A***hereto. Accordingly, each Lender’s Commitment Percentage (and to the extent any Letters ofCredit are issued and outstanding on the Amendment Effective Date, all participations by Lenders inthe LC Subfacility) shall be recalculated to reflect the new proportionate share of the revisedtotal Commitments as stated on ***Annex A***. As of the Amendment Effective Date, SunTrust shall bedeemed irrevocably and unconditionally to have purchased, without recourse or warranty, anundivided interest and participation in such Letters of Credit in an amount equal to its CommitmentPercentage as stated on ***Annex A***.     (b) Borrower shall prepay all Revolving Loans (if any) outstanding on the Amendment EffectiveDate (and pay any additional amounts required to be paid to any Lender pursuant to ***Section 4.5***,unless waived by such Lender) to the extent necessary to keep the Revolving Loans ratable with the  1 First Amendment to Credit Agreement
 

 
revised Commitment Percentages arising from the non-ratable increase in the aggregateCommitments pursuant to this ***Paragraph 1.1***. If any Revolving Loans are prepaid on the AmendmentEffective Date as required hereby, then, notwithstanding anything to the contrary set forth in thedefinition of *“Interest Period,”*Eurodollar Loans made during the thirty day period immediatelyfollowing the Amendment Effective Date may have durations commencing on the date such EurodollarLoan is made and ending on the date 7 or 14 days thereafter.     (c) On the Amendment Effective Date, SunTrust shall be entitled to the rights and benefits andsubject to the duties of a Lender under the Loan Documents.     (d) By execution hereof, Administrative Agent and Borrower consent to the addition of SunTrustas a ***“Lender”***under the Loan Documents.**1.2****Definitions and Terms****.**On and after the Amendment Effective Date (hereinafterdefined), (i) each reference to *“Lender”*or *“Lenders”*in the Credit Agreement and the related LoanDocuments shall include SunTrust, and (ii) each reference to ***Schedule 2***shall be to the ***RevisedSchedule 2***as set forth on ***Annex A***, as the same may hereafter be amended or modified in accordancewith the Loan Documents.**1.3****Confirmations and Agreements of SunTrust****.**SunTrust (a) confirms that it has received acopy of the Credit Agreement, *together with*copies of the consolidated balance sheets of Borrowerand its Consolidated Subsidiaries most recently delivered under the Credit Agreement and such otherdocuments and information as it has deemed appropriate to make its own credit analysis and decisionto enter into this Amendment, including, without limitation, the transaction contemplated in this***Paragraph 1***; and (b) agrees that it will, independently and without reliance upon theAdministrative Agent or any Lender, and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking or not taking actionunder the Credit Agreement. Furthermore, SunTrust (i) appoints and authorizes Administrative Agentto take such action as *“Administrative Agent”*on its behalf and to exercise such powers anddiscretion under the Credit Agreement as are delegated to Administrative Agent by the termsthereof, together with such powers and discretion as are reasonably incidental thereto; (ii) agreesthat it will perform in accordance with their terms all of the obligations that by the terms of theCredit Agreement are required to be performed by it as a Lender; and (iii) shall deliver toAdministrative Agent any U.S. Internal Revenue Service or other forms required under ***Section 4.6***ofthe Credit Agreement.**1.5****Noteless Transaction****.**If requested by SunTrust pursuant to ***Section 2.11(b)***, Borrowershall execute and deliver to SunTrust a Revolving Note reflecting the Commitment of SunTrust, aftergiving effect to the Supplemental Commitment contemplated and effected in accordance with ***Paragraph1***.**PARAGRAPH 2****.****AMENDMENT EFFECTIVE DATE**. This Amendment shall be binding upon theAdministrative Agent, Borrower, SunTrust, and each other Lender on the last day (the ***“AmendmentEffective Date”***) upon which (a) counterparts of this Amendment shall have been executed anddelivered to Administrative Agent by Borrower, Administrative Agent, and SunTrust, or whenAdministrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to itthat all such parties have executed and are delivering to Administrative Agent counterpartsthereof; (b) the Revolving Note (if previously requested by SunTrust) is executed by Borrower anddelivered in accordance with ***Paragraph 1.5***hereof; (c) Borrower shall have paid to AdministrativeAgent (for distribution to SunTrust) the upfront fee payable to SunTrust in the amount of$150,000.00; (d) Borrower shall have repaid all outstanding Revolving Loans, to the extent any suchRevolving Loans are outstanding (without giving effect to any Revolving Loans made after theeffectiveness of this Amendment); (e) Borrower shall have delivered to Administrative Agent copies(certified by the Secretary or Assistant Secretary of Borrower) of all corporate action taken byBorrower to authorize the execution, delivery, and  2 First Amendment to Credit Agreement
 

 
performance of this Amendment, and any related Debt incurrence; and (f) Borrower shall havedelivered to Administrative Agent an opinion of Sutherland Asbill & Brennan LLP, counsel toBorrower, addressed to Administrative Agent and Lenders, in form and substance reasonablyacceptable to Administrative Agent.**PARAGRAPH 3****.****REPRESENTATIONS AND WARRANTIES**. As a material inducement to SunTrustand Administrative Agent to execute and deliver this Amendment, Borrower hereby represents andwarrants to SunTrust and Administrative Agent (with the knowledge and intent that such parties arerelying upon the same in entering into this Amendment) the following: (a) the representations andwarranties in the Credit Agreement and in all other Loan Documents are true and correct on the datehereof in all material respects, as though made on the date hereof, except to the extent that suchrepresentations and warranties expressly relate solely to an earlier date (in which case suchrepresentations and warranties shall have been true and accurate as of such earlier date); (b) noDefault or Event of Default exists under the Loan Documents or will exist after giving effect tothe transactions contemplated by this Amendment; (c) Borrower has the right and power, and hastaken all necessary action to authorize it to borrow under the Credit Agreement, as further amendedby this Amendment (the ***“Amended Facility”***); (d) Borrower has the right and power, and has taken allnecessary action to authorize it to execute, deliver, and perform this Amendment in accordance withits terms and to consummate the transaction contemplated hereby; (e) this Amendment has been dulyexecuted and delivered by the duly authorized officers of Borrower, and is a legal, valid, andbinding obligation of Borrower, enforceable against it in accordance with its terms; and (f) theexecution, delivery and performance of this Amendment in accordance with its terms, and theborrowings under the Amended Facility do not and will not, by the passage of time, the giving ofnotice, or otherwise: (i) require any Governmental Approval, *other than*such as have been obtainedand are in full force and effect, or violate any Applicable Law (including all Environmental Laws)relating to Borrower or any Subsidiary; (ii) conflict with, result in a breach of, or constitute adefault under the articles of incorporation or the bylaws of Borrower or the organizationaldocuments of any Subsidiary, or any indenture, agreement, or other instrument to which Borrower orany Subsidiary is 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 with respect to any propertynow owned or hereafter acquired by Borrower or any Subsidiary.**PARAGRAPH 4****.****MISCELLANEOUS****.****4.1****Effect on Loan Documents**. The Credit Agreement and all related Loan Documents shallremain unchanged and in full force and effect, except as provided in this Amendment, and are herebyratified and confirmed. On and after the Amendment Effective Date, all references to the *“CreditAgreement”*or the *“Agreement”*shall be to the Credit Agreement as herein amended. The execution,delivery, and effectiveness of this Amendment shall not, except as expressly provided herein,operate as a waiver of any rights of the Lenders under the Credit Agreement or any Loan Documents,nor constitute a waiver under the Credit Agreement or any other provision of the Loan Documents.**4.2****Reference to Miscellaneous Provisions**. This Amendment and the other documentsdelivered pursuant to this Amendment are part of the Loan Documents referred to in the CreditAgreement, and the provisions relating to Loan Documents set forth in ***Section 12***are incorporatedherein by reference the same as if set forth herein verbatim.**4.3****Costs and Expenses**. Borrower agrees to pay promptly the reasonable fees and expensesof counsel to Administrative Agent for services rendered in connection with the preparation,negotiation, reproduction, execution, and delivery of this Amendment.  3 First Amendment to Credit Agreement
 

 
**4.4****Counterparts**. This Amendment may be executed in a number of identical counterparts,each of which shall be deemed an original for all purposes, and all of which constitute,collectively, one agreement; but, in making proof of this Amendment, it shall not be necessary toproduce or account for more than one such counterpart. It is not necessary that all partiesexecute the same counterpart so long as identical counterparts are executed by Borrower,Administrative Agent, and SunTrust.**4.5****Entirety****.****this written agreement represents the final agreement among the partiesand may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreement ofthe parties. There are no unwritten oral agreements among the parties.****4.6****Parties****.**This Amendment binds and inures to Borrower, Administrative Agent, SunTrust,the other Lenders, and their respective successors and assigns.     IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterpartsas of the respective dates indicated on each signature page hereof, but effective as of theAmendment Effective Date.***Remainder of this page intentionally blank.***